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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2024

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
file number: 000-49819

ARENA HOLDING, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 33-0931599

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 1159
2 nd Avenue, Ste
454, New
York, New
York 10065

 (Address
of principal executive offices, including zip code)

 Registrant's
telephone number, including area code: (646) 801-5524

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

registered pursuant to Section 12(g) of the Act:

 Common
Stock, $0.001 par value

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to section 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of the registrant's voting and non voting stock held by non-affiliates of the registrant as of June 30,
2025, was approximately $ 169,535.

 As
of September 26, 2025, the number of shares of the registrant's common stock, par value $ 0.001,
outstanding was 1,695,351,226.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

Arena Holding, Inc.

 Form

 For
the Fiscal Year Ended December 31, 2024

 Table
of Contents

 Page

 Part
 I

 Item
 1. Business

 Item
 1A. Risk Factors

 Item
 1B. Unresolved Staff Comments

 Item
 1C. Cybersecurity

 Item
 2. Properties

 Item
 3. Legal Proceedings

 Item
 4. Mine Safety Disclosures

 Part
 II

 Item
 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities

 Item
 6. [Reserved]

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item
 8. Financial Statements and Supplementary Data

 Item
 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A. Controls and Procedures

 Item
 9B. Other Information

 Item
 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Part
 III

 Item
 10. Directors, Executive Officers and Corporate Governance

 Item
 11. Executive Compensation

 Item
 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13. Certain Relationships and Related Transactions, and Director Independence

 Item
 14. Principal Accountant Fees and Services

 Part
 IV

 Item
 15. Exhibits and Financial Statement Schedules

 Item
 16. Form 10-K Summary

 Signatures

 Cautionary
Statement Regarding Forward-Looking Statements

 Certain
statements in this Annual Report on Form 10-K for the year ended December 31, 2024 may constitute "forward-looking" statements.
All statements, other than statements of historical facts, included herein and public statements by our officers or representatives,
that address activities, events or developments that our management expects or anticipates will or may occur in the future are forward-looking
statements, including but not limited to such things as future business strategy, plans and goals, competitive strengths and expansion
and growth of our business. The words "estimate," "plan," "anticipate," "expect," "intend,"
"believe," "target," "budget," "may," "can," "will," "would,"
"could," "should," "seeks," or "scheduled to" and similar words or expressions, or negatives
of these terms or other variations of these terms or comparable language or any discussion of strategy or intention identify forward-looking
statements. Forward-looking statements address activities, events or developments that we expect or anticipates will or may occur in
the future and are based on current expectations and assumptions.

 These
statements involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance
or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking
statements. See our other reports filed with the Securities and Exchange Commission (the "SEC") for more information about
these and other risks. You are cautioned against attributing undue certainty to forward-looking statements. Although we have attempted
to identify important factors that could cause actual results to differ materially from those described in forward-looking statements,
there may be other factors that cause results not to be as anticipated, estimated or intended. Although these forward-looking statements
were based on assumptions that we believe are reasonable when made, you are cautioned that forward-looking statements are not guarantees
of future performance and that actual results, performance or achievements may differ materially from those made in or suggested by the
forward-looking statements contained in this Annual Report. In addition, even if our results, performance, or achievements are consistent
with the forward-looking statements contained in this Annual Report, those results, performance or achievements may not be indicative
of results, performance or achievements in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue
reliance on these forward-looking statements. Any forward-looking statements made in this Annual Report speak only as of the date of
those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any
of those statements to reflect future events or developments. For information identifying important factors that could cause actual results
to differ materially from those anticipated in the forward-looking statements, see the Risk Factors and the Summary of Risk Factors in
Item 1A. Risk Factors of this Annual Report.

 PART
I

 ITEM
1. BUSINESS

Arena Holding, Inc. ("GAHI") was formed in February 2009, in the state of Delaware. GAHI and its subsidiaries (collectively,
the "Company") is organized as a holding company. We became public on 2011, when we completed a reverse merger with China
Stationery and Office Supply, Inc., an OTC Bulletin Board company. We were previously a financial services firm and are currently focusing
on the businesses detailed below through our subsidiaries, Global Election Services, Inc. ("GES") and Fortis Industria LLC.

Election Services

 GES, formed on February 25, 2015, provides comprehensive technology-enabled paper absentee/mail ballot
and internet election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives
and housing organizations, associations and professional societies, universities, and political organizations. GES has developed proprietary
election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with
In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode
imaging software featuring de-skewing, de-speckling, and image correction. The hardware includes high speed optical scanners that are
hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking.
This system provides three types of audit capabilities.

 GES
is also working with multiple vendors and has made investments in companies who are developing Blockchain Technology for a data storage
and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and internet voting.

 GES
Acquisition of Election Services Solutions, LLC

 On
March 25, 2021, GES entered into a second amended purchase agreement (the "Second APA") with Election Services Solutions,
LLC ("ESS"). Under the Second APA, GES agreed to purchase 100% of the assets of Election Services Solutions for $650,000
(of which $511,150 was already paid) and the issuance of 40,000,000 shares of common stock. This APA replaces the first amended purchase
agreement, dated May 10, 2019. GES derives over 80% of its current business from ESS. On August 2, 2024, GES entered into a convertible
promissory note agreement with the former Managing Director of ESS to finalize the purchase of GES. The note has a principal amount of
$138,850 due in October 15, 2025 with an annual interest rate of 12%.

 True
Vote, Inc.

 On
February 27, 2023, GES and True Vote, Inc. ("True Vote") entered into Common Stock Purchase Agreement. Under the terms of
the agreement, GES invested $50,000 into a 24 month debenture and issued a 3-year warrant exercisable at $0.01 for 4,500,000 common shares
of the Company. The Company received 3 million shares of common stock of True Vote, representing 30% of True Vote. The transaction closed
on February 27, 2023.

 GAHI
Acquisition Corp.

 GAHI
Acquisition Corp., a Delaware corporation ("GAHI Acquisition"), was formed on May 20, 2015, and is a wholly owned
subsidiary. GAHI Acquisition was originally formed to merge with another business venture, the transaction of which was subsequently
terminated. GAHI Acquisition discontinued all operations effective September 30, 2024.

 Fortis
Industria, LLC

 On
January 26, 2023, we filed Articles of Organization with the State of Nevada to create a limited liability company called Fortis Industria,
LLC. We own 90% of the member interests. John S. Matthews, an officer and director of GAHI, owns 5% of the member interests. Fortis
is currently discussing potential new acquisitions.

 Tidewater
Energy Group Inc.

 On
November 19, 2019, we formed Tidewater Energy Group Inc., a 51% subsidiary, to explore opportunities in the oil, gas, mineral, and energy
business. We closed Tidewater Energy Group Inc. on December 31, 2024.

 Growth
Strategy for the Company

believes there are four significant opportunities to increase market share;

 1)

 The
 growth and expansion of GES current business and the expansion into paper absentee/mail for US Government and Foreign elections.

 2)

 The
 additional development of interactive communication, between elected individuals and their constituents;

 3)

 The
 development of Blockchain voting applications.

 1)
Management believes there is an opportunity in conducting U.S. and foreign government elections. GES' senior management teams'
primary business for over 40 years has been mail/absentee ballot elections. The market for GES conducting paper/mail ballot elections
have experienced significant growth starting in January of 2017, when President Barack Obama, and Donald Trump each designated U.S. Elections
as "Critical Infrastructure". The effect of these Executive Orders was to refocus the Department of Homeland Security, and
the Elections Assistance Commission (EAC) to reenergize compliance on U.S. Government elections, and assist by making available resources
such as intelligence, funding, training and best practices in election software and hardware, for all 50 states.

 In
the U.S. there are 3,007 counties, 64 parishes, 19 organized boroughs, 11 census areas, 41 independent cities, and the District of Columbia,
all of whom are responsible for purchasing and updating election machines and software. Each municipal county individually purchases
election voting machines under the guidance of their own State's Secretary of State, recommendations from the National Association
of Secretaries of State (NASS), and local election regulations.

 The
U.S. government, through the Elections Assistance Commission (EAC), certifies election software and hardware for use in U.S. government
elections.

 The
size and scope of the opportunity in U.S. government elections is reflected in recent federal funding legislation for U.S. municipalities.

 On
March 27, 2020, President Donald J. Trump signed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) into law, which included
$400 million in new Help America Vote Act (HAVA) emergency funds. These funds were made available to states to prevent, prepare for,
and respond to the challenges of the COVID-19 pandemic during the 2020 federal election cycle. The U.S. Election Assistance Commission
(EAC) distributed the supplemental funding to support election security and access in response to the pandemic.

 On
December 20, 2019, President Trump signed the Consolidated Appropriations Act of 2020 into law. The Act included $425 million in new
HAVA funds made available. On March 23, 2018, President Trump signed the Consolidated Appropriations Act of 2018 into law, which included
$380 million in Help America Vote Act (HAVA) grants for states to make election security improvements.

 Among
the authorized uses of the grant funds is the replacement of voting equipment, specifically equipment that does not produce a paper record
or that is determined to be at the end of its useful life. Recent published examples are:

 In
 2019, Hawaii (SB 166) allocated $789,598 for the purpose of a vote counting system contract.

 In
 2019, Georgia issued a $150 million bond package for the replacement of voting equipment statewide. The state also appropriated $12,840,000
 from the General Fund for the purpose of financing projects and facilities for the Office of Secretary of State.

 In
 2019, Wyoming appropriated $7.5 million into an election readiness account (HB 21). The state's $3 million HAVA allocation
 will also be placed in this account, the majority of which will go toward replacing outdated voting equipment statewide.

 In
 2019, North Dakota enacted SB 2002, which included a one-time appropriation for voting equipment and electronic poll books statewide.
 The total amount of $11.2 million included $8.2 million in state funds and $3 million in HAVA funds.

 The
opportunity for mail/absentee ballots surged in prominence during the 2020 election due to the COVID-19 pandemic. The controversy surrounding
voter fraud claims, particularly following President Trump's assertions that the 2020 U.S. election was "rigged" and
"fraudulent," has led to almost 40% of the U.S. electorate to believe the 2020 election was compromised.

 Verified
Market Reports estimated that the global election management software market was valued at approximately $293.5 million in 2023, with
projections to reach $737.2 million by 2030, reflecting a compound annual growth rate (CAGR) of 9.9% during the forecast period.

 The
EAC updated their Voluntary Voting System Guidelines (VVSG) to Version 2.0 in February 2021. This certification process can take approximately
six to nine months, with costs for companies applying for certification potentially exceeding $2,000,000. With the ongoing compliance
requirements across many states, we anticipate an annual software maintenance cost of approximately $250,000.

 We
have previously engaged software and hardware developers and GES is currently preparing request for proposals to assist in the development
of additional and hardware development to comply with the EAC 2.0 VVSG. This will require the hiring of additional technical software
employees, and additional outside vendors who in initial discussions will require fees of approximately 2 million dollars and stock-based
compensation.

 As
a testament to our ability to administer municipal and government elections, during the first quarter of 2020, we successfully facilitated
the statewide Presidential Primary for North Dakota Democratic-NPL. We administered the statewide polling for all North Dakota residents
who wished to vote in the Democratic Presidential Primary by managing a call center, processed over 3,000 mail ballot requests, set up
equipment, and trained staff on our proprietary registration software for in-person voting at 14 locations across the state, and processed
over 14,000 ballots with our proprietary scanning and tabulation software system.

 Our
IT staff customized our proprietary voter registration software to ensure voters cast only one ballot, whether by mail or in person and
set up secure servers that processed voter sign-in and digital signature capture in real time from a database of over 600,000 potential
voters. We trained over 100 volunteers, many with limited or no technology experience on how to use the system. After a short tutorial,
those volunteers handled the increased registration volume with ease. After the polls closed and all the votes were cast, our tabulation
systems processed the ballots using our proprietary scanning and tabulation software system. The 2020 North Dakota Democratic-NPL Presidential
Primary caucus had the largest voter turnout in over a decade.

 We
have begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual
state certifications.

 Step
 1 -

 Voting
 System Testing, Testing current developed systems to U.S. Federal 2.0 Standards

 Step
 2 -

 Technical
 Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published standards, or
 U.S. specifications

 Step
 3 -

 Physical
 Configuration Audit; Examines the documentation of the system against the actual submitted system

 Step
 4 -

 System
 Integration Testing; Executes tests on all components of a system configured as if the system was deployed

 Step
 5 -

 Functional
 Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware and software
 described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security

 Step
 6 -

 Security
 Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities

 Most
states have a vote by mail process. Voters may request an absentee mail ballot from their County Board of Elections, or a Vote by Mail
ballot is sent. In either case, we believe our proprietary registration and tabulation software has an immediate need. According to Pew
Research Center, in the 2024 U.S. presidential election, nearly 70% of voters opted for nontraditional voting methods—either early
in-person or mail-in ballots. By comparison, about 40% of voters cast their ballots by mail and/or prior to Election Day in 2016. Much
of the surge in nontraditional voting was due to an increase in mail-in voting.

 In
2024, 30% of voters cast ballots by mail and another 35% voted in person prior to Election Day. In 2020, 43% of voters cast ballots by
mail and another 26% voted in person before Election Day. In 2016, 21% mailed in their ballots and 19% voted in person prior to Election
Day. (US Census Bureau)

 Most
individuals think only of the Presidential election every four years as relating to elections. In reality, municipal Board of Elections
throughout the U.S. are conducting elections annually for such elected positions, such as: Governor, Mayor, City Council, State Assembly,
State Senate, Members of U.S. Congress (House every two years, Senate every six) Civil and Criminal Justices, Sheriffs, School Boards,
Village Trustees, etc. In short, most State and local municipal Board of Elections are in the market purchasing software and hardware
every year.

 2)
Management also sees an opportunity in developing and creating Blockchain Voting Technology, and formerly worked with Blockchain Valley
Ventures and TrueVote Inc., which management believes could positively impact Global in many aspects of its business,
including;

 Securely
 storing and creating accurate voter registration information on the blockchain.

 Creating
 an international capability to administer or joint venture in conducting foreign government elections.

 Creating
 a secure Internet voting record on the blockchain for online elections.

 Administer
 financial services elections, such as Proxy's and shareholder votes.

 Documenting
 current voting applications.

 Reducing
 cost and time of delivery, enabling scalability.

 Blockchain
Valley Ventures

 On
June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $25,000 CHF payment for the development and
facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, wherein BVV was to
serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform
and GES would pay BVV $25,000 CHF payment upon completion of the engagement. This agreement replaced a June 19, 2019, engagement letter
with Blockchain Valley Ventures ("BVV") of Zug Switzerland. Under the terms of the original agreement, GES was to pay BVV
50,000 Swiss Francs (CHF).

 GES
made payments of $25,000 CHF and received the working paper primarily covering the following matters:

 and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix
 Systems AG, Securosys AG and others as well as any subject matter expert to be invited by GES.

 of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with
 inputs from third party blockchain technology.

 Documentation
 of the results of a) and b) in order to provide the basis of the technical development of the platform.

 of an implementation recommendation with respect to Voting on the Blockchain Platform.

 Legal
 facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation.

 Project
 Management during the engagement.

 The
Working Paper discusses a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation;
BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain
technology experts and ICO experienced analysts and consultants. The documents created will be used by GES, to begin to create a Minimal
Viable Product. This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES.
The Working Paper was completed in 2022.

 GES
is developing with TrueVote, Inc. a comprehensive end-to-end, decentralized, completely digital voting system. GAHC, GES parent owns
30% of True Vote. The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a "checksum"
that is posted on the blockchain, proving all data is immutable and unalterable.

 On
June 1, 2021, TrueVote issued its White Paper "A transparent Electronic Voting System validated by the Bitcoin Blockchain"
TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital voting system. This will be based on traditional,
proven database methodologies, and layered with a "checksum" that's posted on the Blockchain, proving all data is immutable
and unalterable. This design will ensure that every vote is transparently counted and verifiable.

 True
Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer,
getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet
in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his
time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped
build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com,
which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated
UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014,
leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim
to enhance consumer adoption of DLT technology.

 3)
Interactive Communication Software

 GES
is working to provide our current and future clients with the ability to understand in real time instant communication and feedback with
their members, using many social media platforms available today.

 GES
is working with third party vendors to:

 Communicate a Message – An organization can get their message out
 clearly in the form required, without any unwanted media spin, bias, filtering, or comment.

 Fine Tune Policies – Test-drive policies and projects with immediate
 response, allowing for responsive adjustments to be made to make a message more acceptable to the community.

 Build a Positive Image – Enhancing the concept of 'open communication'
 and 'democratic politics', which leads to an increasingly positive perception of leaders by their constituents.

 Learn More About a Group – Learning more about a group's preferences
 and opinions on an infinite number of topics can help the Organization, Institution or League and leaders can better serve its community
 and meet their needs in a variety of ways.

believes this type of interactive software capabilities will give GES an opportunity to offer clients the ability to communicate in real
time with their members; raising issues of concern, polling the attitude of their constituencies, interacting in question-and-answer
seminars in addition to conducting elections that GES certifies. In short, this software can be used in multiple formats for people to
communicate instantly on issues of importance.

 Recent
Developments

 In an attempt to retain
and grow stockholder value, we have continually attempted to raise capital through equity and debt offerings and have explored a sale
of GES. For additional information, see Note 12 to the Company's consolidated financial statements for the year ended December 31,
2024, included elsewhere in this Annual Report on Form 10-K.

 On
July 1, 2025, GAHI entered into that certain Asset Purchase
Agreement (the "Easterly APA") with GES Acquisition Corp., a Delaware corporation ("GES Acquisition Corp."); GES; Global Election
Services Holding LLC, a Delaware limited liability company ("GES Holding"); and Easterly CV VI LLC, a Delaware limited liability
company ("Easterly").

 Asset
Purchase. Pursuant to the APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES as it relates
to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within the United States
(the "Business"). The assets being sold include all tangible and intangible property used in the Business, contracts, intellectual
property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records, and business goodwill.
GES Acquisition Corp. will also assume certain specified liabilities. The APA excludes specific assets and liabilities, including but
not limited to GES's cash and equivalents, tax returns and refunds, retained benefit plans and employment agreements, any contracts
or permits not otherwise assigned, and any liabilities arising prior to the effective time of the APA.

 Consideration.
The total consideration payable to the Company and its shareholders in connection with the transaction include:

 -
 $2.3
 million in cash, a portion of which will be used to pay or settle outstanding indebtedness
 and GES expenses at the closing of the transaction ("Closing"), in exchange for 2,453,333 shares of Series A convertible preferred stock of GES Acquisition Corp. ("Series
A Stock") issued to Easterly;

 -
 4,000,000
 shares of common stock of GES Acquisition Corp. issued to GES Holding;

 -
 Forgiveness
 of $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance
 of 1,200,000 shares of Series A Stock; and

 -
 Entry
 into a $2.2 million credit facility agreement between Easterly and GES Acquisition Corp.,
 convertible into Series A Stock under specified conditions.

 Employment.
 Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into
a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition
Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may
offer employment to selected GES employees at its discretion; those employees will become "Hired Employees" and transition
plans are outlined for benefit coverage and COBRA compliance.

 Closing
Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals
by GES and GAHI; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no
material adverse effect on either party from the Effective Date of the APA through Closing. Closing is also conditioned upon the finalization
and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the Series A Stock,
debt settlement agreements, employment agreements, and the credit facility agreement.

 Termination.
The APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period; if required
stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. On August 29, 2025, the parties entered
into that certain Amendment No. 1 to the Easterly APA to amend Section 9.01(b) to change the "Outside Closing Date" from
August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

 Indemnification.
The APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly against
liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also agreed
to indemnify GES and GAHI against liabilities arising from assumed obligations and breaches. Indemnification claims must exceed
$100,000 and total liability for non-fraud claims was capped at $1.375 million.

 Amendment No. 1 to Easterly APA

 On August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC
entered into that certain Amendment No. 1 to the Easterly APA (the "Amendment") to amend Section 9.01(b) to change the "Outside
Closing Date" from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

 ITEM
1A. RISK FACTORS

 You
should carefully review and consider the following risk factors and the other information contained in this Annual Report on Form 10-K
for the year ended December 31, 2024. Investing in our common shares is speculative and involves a high degree of risk. We may face additional
risks and uncertainties that are not presently known, or that are currently deemed immaterial, which may also impair our business or
financial condition. If any of those risks actually occur, the business, financial condition, and results of operations would suffer.
The risks discussed below also include forward-looking statements, and actual results may differ substantially from those discussed in
these forward-looking statements. See also "Cautionary Statement Regarding Forward-Looking Statements" in this Annual Report.
The following discussion should be read in conjunction with the Financial Statements and Notes.

 The
pending sale of substantially all of the operating assets of our subsidiary has certain risks.

 On
July 1, 2025, we entered into an Asset Purchase Agreement (the "APA") with GES Acquisition Corp., Easterly, and related parties,
pursuant to which GES Acquisition Corp. agreed to acquire substantially all of the operating assets of our wholly owned subsidiary, GES,
relating to its U.S. technology-enabled absentee paper ballot, mail ballot, and online election services business (the "GES Business").
We do not intend to continue operating the GES Business following the closing of the transaction. As a result, upon completion of the
transaction, our future operations and financial condition will be entirely dependent on the net proceeds from the sale, our ability
to manage retained assets and liabilities, and our success in identifying and pursuing new business opportunities, if any.

 The
transaction is subject to numerous conditions, including receipt of required stockholder approvals, repayment or settlement of all GES
debt, absence of any injunctions or governmental restrictions, and no material adverse change to either party prior to closing. There
can be no assurance that these conditions will be satisfied in the anticipated timeframe, or at all, or that the transaction will be
completed on the terms currently contemplated. If the transaction is not completed, we may incur significant costs without realizing
the anticipated benefits of the sale, and we may not have a viable ongoing business. In such event, we could be forced to consider liquidation,
dissolution, or other strategic alternatives under unfavorable conditions.

 There
are risks related to indemnification and post-closing obligations following the sale of the GES Business.

 Under
the APA, we and GES have agreed to indemnify GES Acquisition Corp. and Easterly for certain liabilities, including those related to excluded
assets and liabilities and breaches of our representations, warranties, or covenants. These indemnification obligations are subject to
specified thresholds and caps, including a $100,000 minimum claims threshold and an aggregate cap of $1.375 million for non-fraud claims,
but could nevertheless result in material payments by us.

 Because
we will not be operating the GES Business after the closing, we will not have ongoing business revenues from the GES Business to fund
these potential obligations. If we are required to satisfy indemnification claims, we may have to use a portion of the transaction proceeds
or other limited resources, which could impair our ability to pursue any new business opportunities or return capital to stockholders.
In addition, disputes over indemnification claims could lead to significant legal expenses and management distraction, even if such claims
are ultimately resolved in our favor.

 If
or when the APA closes, we will not continue operations of the GES business.

 Following
the completion of the sale, we will retain certain excluded assets and liabilities, including pre-closing tax obligations, retained benefit
plans and employment agreements, contracts not assigned to the buyer, and any liabilities arising prior to the effective time of the
APA. These retained liabilities may require us to expend a portion of the sale proceeds or other resources, reducing the funds available
for other uses.

 The
value of the consideration we expect to receive—comprising $2.3 million in cash (a portion of which will be used to repay debt
and expenses at closing), equity in GES Acquisition Corp., forgiveness of $1.125 million of debt owed to Easterly to be satisfied through the issuance of 1,200,000 shares of Series A Stock, and the
benefits of a $2.2 million credit facility—may be less than anticipated or may not be readily convertible into cash. The value
of any equity consideration will depend on the future performance of GES Acquisition Corp., which is uncertain and outside our
control.

 Given
that we do not plan to continue operations of the GES Business after closing, our ability to generate future revenue will be limited,
and our financial health will depend largely on how we manage the proceeds from the sale and address retained liabilities. If we are
unable to deploy the sale proceeds effectively, identify and execute a new business strategy, or return value to our stockholders, our
stock price and overall value could be materially and adversely affected.

 You
could lose your entire investment.

 Our
securities are highly speculative, involve a high degree of risk and should not be purchased by any person who cannot afford the loss
of the entire investment.

 Our
auditors have raised substantial doubt about our ability to continue as a going concern.

 We
do not have sufficient working capital necessary to pursue its business objectives, our auditors have expressed their opinion that
we may fail in the future if we do not generate revenue and profits in the near future. The Company has generated recurring losses from operations and cash flow deficits from its operations since inception
and has had to continually borrow to continue operating. In addition, certain of the Company's debt is in default as of December
31, 2024. These factors raise substantial doubt about the Company's ability to continue as a going concern. The continued operations
of the Company are dependent upon its ability to raise additional capital through equity and/or debt offerings, obtain additional financing
and/or acquire or develop a business that generates sufficient positive cash flows from operations. Our ability to continue as a going concern is dependent on obtaining
adequate capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be
forced to cease operations.

 To
continue as a going concern, we will need, among other things, additional capital resources. Management's plan is to obtain such
resources for the Company by seeking equity and/or debt financing sufficient to meet our minimal operating expenses and for specific
project financing. However, management cannot provide any assurances that we will be successful in accomplishing any of our plans.

 The
sale or issuance of a substantial number of our common shares will likely negatively affect the market price of our common shares.

 The
future sale of a substantial number of common shares in the public market, or the perception that such sales could occur, could significantly
and negatively affect the market price for our common shares. We may also issue common shares as part of any strategic acquisitions we
may engage in or for other business purposes, which would dilute your interest in our business. Also, common shares issued in this manner
could negatively affect the market price of our common shares.

 We
do not intend to pay cash dividends on our common shares in the foreseeable future.

 Any
payment of cash dividends will depend upon our financial condition, results of operations, capital requirements and other factors and
will be at the discretion of our board of directors. We do not anticipate paying cash dividends on our common shares in the foreseeable
future. Furthermore, we may incur indebtedness that may restrict or prohibit the payment of dividends.

 Developments
in market and economic conditions have in the past adversely affected, and may in the future adversely affect, our business and profitability.

 Performance
in the elections industry is heavily influenced by the overall strength of economic conditions and financial market activity, which generally
have a direct and material impact on our results of operations and financial condition. It is difficult to predict if uncertain and unfavorable
market and economic conditions will arise in 2025, which will cause market and economic conditions to deteriorate.

 Our
subsidiary faces intense competition in these uncertain financial times and their financial results can be negatively affected.

 All
aspects of elections technology are highly competitive. The firms that our subsidiary compete with include large well-known firms who
have substantially greater financial and personnel resources. Our subsidiary competes for business based on our experience in the industry,
its ability to execute business transactions and the strength of our relationships with their clients. Intense competition could negatively
affect their operations.

 We
depend on computer and telecommunications systems, and failures in our systems or cyber security attacks could significantly disrupt
our business operations.

 We
have entered into agreements with third parties for hardware, software, telecommunications and other information technology services
in connection with our business. In addition, we have developed or may develop proprietary software systems, management techniques and
other information technologies incorporating software licensed from third parties. It is possible that we, or these third parties, could
incur interruptions from cyber security attacks, computer viruses or malware, or that third party service providers could cause a breach
of our data. We believe that we have positive relations with our related vendors and maintain adequate anti-virus and malware software
and controls; however, any interruptions to our arrangements with third parties for our computing and communications infrastructure or
any other interruptions to, or breaches of, our information systems could lead to data corruption, communication interruption, loss of
sensitive or confidential information or otherwise significantly disrupt our business operations. Although we utilize various procedures
and controls to monitor these threats and mitigate our exposure to such threats, there can be no assurance that these procedures and
controls will be sufficient in preventing security threats from materializing.

 Risk
management processes may not fully mitigate exposure to the various risks that we face, including individual market risk, for our subsidiaries.

 Our
subsidiary continues to refine its risk management techniques, strategies and assessment methods on an ongoing basis. However, risk management
techniques and strategies, may not be fully effective in mitigating our risk exposure in all economic market environments or against
all types of risk. Our subsidiary might fail to identify or anticipate particular risks that our systems are capable of identifying,
or the systems that they use, and that are used within the industry generally, may fail to anticipate certain risks. Any failures in
their risk management techniques and strategies to accurately quantify their risk exposure could limit our ability to manage risks. In
addition, any risk management failures could cause our losses to be significantly greater than the historical measures indicate. Further,
our risk modeling cannot take all risks into account.

 We
rely on our officers and the officers of our subsidiary companies in the execution of our business plan, and we would be adversely impacted
if they were to become unavailable to us.

 We
believe that our ability to execute our business strategy will depend to a significant extent upon the efforts and abilities of John
S. Matthews (our CEO, CFO, and Chairman), and the officers of our subsidiary company Maralin Falik, and Kathryn Weisbeck. If any of our
officers were to become unavailable to us, our operations would be adversely affected.

 Our
ability to attract, develop and retain highly skilled and productive employees is critical to the success of our business.

 Our
subsidiary faces intense competition for qualified employees from other businesses in the elections industry, and the performance of
our subsidiary may suffer to the extent we are unable to attract and retain employees effectively, particularly given the relatively
small size of our company and our employee base compared to some of our competitors.

 We
may suffer losses if our reputation is harmed.

 Our
subsidiary's ability to attract and retain clients and employees may be diminished to the extent our reputation is damaged. If
we fail, or are perceived to fail, to address various issues that may give rise to reputational risk, we could harm our business prospects.
These issues include, but are not limited to, appropriately dealing with market dynamics potential conflicts of interest, legal and regulatory
requirements, ethical issues, customer privacy, record-keeping, sales practices, and the proper identification of the legal, reputational,
credit, liquidity and market risks inherent in our products and services. Failure to appropriately address these issues could give rise
to loss of existing or future business, financial loss, and legal or regulatory liability, including complaints, claims and enforcement
proceedings against us, which could, in turn, subject us to fines, judgments and other penalties.

 The
application of the "penny stock" rules to our common shares could limit the trading and liquidity of the common shares, adversely
affect the market price of our common shares and increase your transaction costs to sell those common shares (upon conversion, if any,
of the Series A Preferred Shares.

 As
long as the trading price of our common shares is below $5.00 per common share, the open-market trading of our common shares will be
subject to the "penny stock" rules, unless we otherwise qualify for an exemption from the "penny stock" definition.
The "penny stock" rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons
other than established customers and "accredited investors" as defined in SEC Rule 501(a). These regulations, if they apply,
require the delivery, prior to any transaction involving a "penny stock," of a disclosure schedule explaining the "penny
stock" market and associated risks. Under these regulations, certain brokers who recommend such securities to persons other than
established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser
and receive the purchaser's written agreement to a transaction prior to sale. These regulations may have the effect of limiting
the trading activity of our common shares, reducing the liquidity of an investment in our common shares and increasing the transaction
costs for sales and purchases of our common shares as compared to other securities.

 Failure
to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us
from producing reliable financial reports or identifying fraud. In addition, stockholders could lose confidence in our financial reporting
which would have an adverse effect on our stock price.

 Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls
could preclude us from accompanying these critical functions. We are required to document and test our internal control procedures to
satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness
of our company's internal controls over financial reporting. Because we are neither a "large accelerated filer" nor
an "accelerated filer" as defined under SEC Rule 12b-2, we are not required to have the registered public accounting firm
that prepares or issues our audit report to attest to or report on such management assessment. Although we intend to augment our internal
controls procedures and expand our accounting staff, we cannot guarantee that this will occur or that such augmentation and expansion
will be sufficient.

the course of our testing, we may identify deficiencies, which we may not be able to remediate in time to meet the deadline imposed by
the Sarbanes-Oxley Act for compliance with the requirements of Section 404. In addition, if we fail to maintain the adequacy of our internal
accounting controls, as such standards are modified, supplemented or amended from time to time; we may not be able to ensure that we
can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. Failure
to achieve and maintain an effective internal control environment could cause us to face regulatory action and cause investors to lose
confidence in our reported financial information, either of which could have an adverse effect on our stock price.

 Our
subsidiary election business is subject to complex and evolving U.S. and foreign election laws and regulations. Many of these laws and
regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, increased
cost of operations, or declines in user growth or engagement, or otherwise harm our business.

 Our
election subsidiary is subject to a variety of laws and regulations in the United States and abroad that involve matters central to our
business, including requirements and certification for hardware and software, user privacy, rights of publicity, data protection, content,
intellectual property, distribution, electronic contracts and other communications, competition, protection of minors, consumer protection,
taxation, and online payment services. Foreign data protection, privacy, and other laws and regulations are often more restrictive than
those in the United States. These U.S. federal and state and foreign laws and regulations are constantly evolving and can be subject
to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly
in the new and rapidly evolving industry in which we operate. Several proposals are pending before federal, state, and foreign legislative
and regulatory bodies that could significantly affect our business. Similarly, there have been several recent legislative, and certification
guidelines in the United States, at both the federal and state level, that would impose new obligations in. the administration of elections.
These existing and proposed laws and regulations can be costly to comply with and can delay or impede the development of new products,
result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to claims
or other remedies, including fines or demands that we modify or cease existing business practices.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Risk
Management and Strategy

 GES
relies heavily on information technology systems to operate our election registration, tabulation and online voting business. GES in
administering elections manages proprietary and personal data list from its clients. Despite our ongoing investments in cybersecurity
measures, we are subject to increasing risks associated with cyberattacks, ransomware, phishing, and other malicious activities.

 Inadequate
account security or organizational security practices, including those of companies of third parties GES utilizes, may result in unauthorized
access to our systems and data, and cause irrevocable damage to the Company.

 Cyberthreats
in the election industry are constantly evolving and becoming increasingly difficult in detecting and successfully defending against
them. Threat actors, including individual and groups of hackers and sophisticated organizations, including nation-states, state-sponsored
organizations, or cybercriminal groups, can pose a threat to GES customers and GES election software infrastructure. Threat actors may
also utilize emerging technologies, such as AI and machine learning. Our current capabilities may not detect certain vulnerabilities
or new attack methods.

 A
successful cyber intrusion could result in significant business disruption, reputational damage, regulatory penalties, and financial
loss. GES maintains cybersecurity insurance, employs robust monitoring tools, and conducts employee training, but these safeguards may
not prevent all incidents. Failure to effectively prevent or respond to such incidents could materially and adversely affect the Company
and businesses operations and financial condition.

 Governance

 Our
Board of Directors considers cybersecurity risk as part of its oversight function. Management is responsible for assessing and managing
our material risks from cybersecurity threats. Management has primary responsibility for overall cybersecurity risk management and is
responsible for updating the Board, as necessary regarding significant cybersecurity incidents.

 ITEM
2. PROPERTIES

 Our
corporate address is 1159 2 nd Avenue, Ste. 454, New York, New York 10065. During the years ended December 31, 2024 and 2023,
the Company paid $13,434 and $12,475 for all office, storage, and other expenses, respectively.

 ITEM
3. LEGAL PROCEEDINGS.

 We
may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes
are not predictable with assurance.

 On
December 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant
to this settlement agreement, we paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional
$200,000 during 2018. On December 14, 2020, the parties amended the settlement agreement to state that we were to pay the prior attorney
$219,576. As of the date of this Annual Report, we have made total payments of $75,000 toward the remaining balance.

 On
June 30, 2022, we were named as a defendant in a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002 by
Anthony Crisci Jr. The plaintiff alleged breach of contract and unjust enrichment relating to plaintiff's prior employment agreement
with the Company. On July 19, 2023, we entered into a settlement agreement with the plaintiff and paid plaintiff $30,000. The settlement
has been paid in full.

 On or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint
in the United States District Court for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES
for nonpayment of certain promissory notes. The case was settled on or about February 12, 2024, with an amendment to the settlement agreement
signed by the parties on April 19, 2024. Under this settlement agreement, the Company acknowledged the sum of $234,000 collateralized
by confessions of judgment in favor of each of Brett and Christian Pezzuto in the sum of $234,000. In addition, each of Brett and Christian
Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000 warrants, at a strike price of $0.001 per share for a period of five
years. The GES Notes have an outstanding principal and interest balance of $176,641 (the "GES Notes Sum") for each Brett and
Christian Pezzuto. The GES Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES.
The Company subsequently determined not to proceed with 1329291 B.C. Ltd's acquisition of GES. Brett and Christian Pezzuto have
the right to enforce the confession of judgment plus alleged legal fees of $85,210.80 as of January 15, 2024. On April 22, 2025, the Company
paid Brett Pezzuto $234,000 toward the settlement agreement. On July 1, 2025, the Company paid $234,000 to Christian Pezzuto toward the
settlement agreement. The Company's attorneys are currently negotiating the final payment, and a settlement of the GES Notes.

 On
May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of the State of New York (Index
No. 652474/2023) against the Company to collect on a promissory note in the principal amount of $200,000, plus interest at the rate of
12%, as well as attorney's fees. On October 29, 2024, we entered into a Settlement Agreement and Mutual Limited Release with Mr.
Lim Chap Huat and agreed to pay a total of $275,000 to Mr. Lim, secured by a Confession of Judgment. On December 20, 2024, we paid $250,000
of the settlement debt. On January 6, 2025, we paid $25,000 of the settlement debt, completing the terms of the settlement.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information. GAHI's common stock trades on OTC Markets' Expert Market under the symbol "GAHC". Trading
in OTC Markets securities can be volatile, sporadic and risky, as thinly traded stocks tend to move more rapidly in price than more
liquid securities. Such trading may also depress the market price of our common stock and make it difficult for our stockholders to
resell their common stock.

 The
following table sets forth the high and low sales prices for our common stock on OTC Markets. The bid information was obtained from the OTC Markets Group, Inc. and represent inter-dealer prices without retail
markup, markdown or commission, and may not necessarily represent actual transactions.

 Year Ended
 December 31, 2024

 High

 Low

 Quarter ended 3/31/24

 $
 0.0006

 $
 0.0002

 Quarter ended 6/30/24

 $
 0.0004

 $
 0.0002

 Quarter ended 9/30/24

 $
 0.0004

 $
 0.0001

 Quarter ended 12/31/24

 $
 0.0003

 $
 0.0001

 Year Ended
 December 31, 2023

 High

 Low

 Quarter ended 3/31/23

 $
 0.0012

 $
 0.0011

 Quarter ended 6/30/23

 $
 0.0006

 $
 0.0006

 Quarter ended 9/30/23

 $
 0.0005

 $
 0.0003

 Quarter ended 12/31/23

 $
 0.0004

 $
 0.0003

 Holders.
As of September 26, 2025, there were 174 shareholders of record of our common stock.

 Dividends.
Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. No dividends on our
common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.

authorized for issuance under equity compensation plans.

 In
June 2011, the Board of Directors adopted a Stock Awards Plan ("Plan"). The purpose of the Plan is to attract, retain and
motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and
reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights,
restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for
issuance under the Plan is 3,000,000. The Company no longer intends to make any grants under the Plan.

 On
December 8, 2017, we granted stock options to purchase 45,000,000 common shares. The options were fully vested when issued with a fair
value of approximately $972,000 at the grant date. Weighted average assumptions used to estimate the fair value of stock options on the
date of grant are as follows:

 8, 2017

 Expected dividend yield

 %

 Expected stock price volatility

 %

 Risk free interest rate

 2.14
 %

 Expected life (years)

 year

 The
stock-based compensation related to stock options, included in stock compensation expense in the consolidated statements of operations,
was $0 and $0 for the years ended December 31, 2024 and 2023, respectively.

 A
summary of the option activity is presented below:

 Remaining

 Aggregate

 Number of

 Options

 Price
 ($)

 Life

 Value
 ($)

 15,000,000

 0.02

.83

 -

 -

 -

 (15,000,000
)

 Outstanding, December
 31, 2023

 -

 -

 -

 -

 -

 -

 -

 Outstanding, December

 -

 -

 -

 -

 Exercisable, December

 -

 -

 Sale
of unregistered securities. These shares were issued in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

the year ended December 31, 2024, we issued:

 446,986,419
 shares of common stock for conversion of $125,805 of convertible notes and $7,968 of accrued interest.

the year ended December 31, 2023, we issued:

 867,519,148
 shares of common stock for conversion of $819,894 of convertible notes and $71,001 of accrued interest.

 23,603,791
 shares of common stock issued for cashless exercise of 32,187,124 warrants.

 59,322,799
 shares of common stock for services of $77,937.

 A
summary of warrant activity is presented below:

 Number
 of

Price ($)

 Life

Value ($)

 1,380,755,235

 0.003

 1.40

 -

 29,500,000

 0.001

 (32,187,124
)

 0.001

 (332,841,921
)

 0.001

 Outstanding, December 31, 2023

 0.003

 1.40

 -

 150,000,000

 0.001

 -

 (51,142,857
)

 0.001

 Outstanding, December

 0.001

 1.95

 -

 Exercisable, December

 0.001

 1.95

 -

the year ended December 31, 2024, we issued a total of 150,000,000 warrants in connection with the legal settlement relating to Civil
Action No. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following
assumptions:

 Expected
 life of 5 years

 Volatility
 of 287%;

 Dividend
 yield of 0%;

 Risk
 free interest rate of 4.66%

the year ended December 31, 2023, we issued a total of 29,500,000 warrants in connection with new convertible promissory notes payable.
The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

 Expected
 life of 2 years

 Volatility
 of 217%;

 Dividend
 yield of 0%;

 Risk
 free interest rate of 3.92% - 5.00%

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Forward-looking

in this Management's Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts
of this Annual Report on Form 10-K (as well as information included in oral statements or other written statements made or to be made
by the Company) that look forward in time, are forward-looking statements. Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, expectations, predictions, and assumptions and other statements that are
other than statements of historical facts. Although the Company believes such forward-looking statements are reasonable, it can give
no assurance that any forward-looking statements will prove to be correct. Such forward-looking statements are subject to, and are qualified
by, known and unknown risks, uncertainties and other factors that could cause actual results, performance, or achievements to differ
materially from those expressed or implied by those statements. These risks, uncertainties and other factors include, but are not limited
to our ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth
in our filings with the Securities and Exchange Commission, including without limitation, this Annual Report on Form 10-K, as the same
may be updated or amended from time to time.

 We
undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual
Report.

 Current
GES Corporate Operations

 GES
has developed and deployed proprietary registration software, which was designed specifically to authenticate and register voters. This
proprietary software functions as a data storage and retrieval registration system by cross-referencing eligibility status within a control
voter database. In a mail ballot election, the voter's ID barcode, QR code, or signature on the business reply envelope, can be
scanned and the status of that voter is identified. If the voter is not eligible to vote or another ballot for that individual has already
been registered in the system, that ballot is marked VOID and removed from the count. In an in-person election, the voter provides their
name for look-up in the system. If they have not voted, a signature box pops up on the screen, the voter signs an electronic signature-pad
and the digital signature is captured next to their name. If a voter tries to vote more than once, an alert will pop up indicating that
the voter has already registered, and the voter will not receive an additional ballot. Because we account for every single ballot, the
system has multiple reporting options, which include the list of valid envelopes and list of voters whose ballot was void, detailing
the reason. Once the voter is authenticated, the identifiers are removed to ensure a secret vote, and the ballot is scanned for tabulation.

 GES
developed proprietary scanning and tabulation election software. This software features advanced OMR/OCR/barcode scanning and tabulation
system featuring de-skewing, de-speckling and image correction. The computer hardware was designed to run hard wired without Internet
or Wi-Fi access, ensuring complete security. The system allows for triple-auditing capabilities, which are electronically generated tabulation
results,.jpeg imaging and storage, and the original physical ballot. This advancement gives GES the ability to tabulate elections faster
and more efficiently. As experts in paper/mail ballot elections, GES began deploying this system in our elections in the third quarter
of 2017.

 In
2020 GES developed, built and implemented a propriety online election voting solution that is compliant with Title IV of the United States
Department of Labor Office of Labor-Management Standards.

 GES
built the platform on Amazon Web Services (AWS), which we believe is one of the most secure global infrastructures, and is a comprehensive,
evolving platform provided by Amazon that includes a mixture of infrastructure as a service (IaaS) platform as a service and packaged
software (PaaS), and software as a service offerings (SaaS).

 The
platform enables GES to protect individual client data, including the ability to encrypt it, move it, and manage retention (if required).
All data flowing across the global network interconnects with the GES secured data center and is automatically encrypted at the physical
layer before it leaves our secured facilities. Additional encryption layers exist as well.

 GES
controls where our client data is stored, who can access it, and what resources your organization is utilizing at any given moment. Fine-grain
identity and access controls combined with continuous monitoring for near real-time security information ensures that the right resources
have the right access at all times, wherever your information is stored.

 GES
encryption software uses AES 256 with a cryptographic key using an RSA elliptic curve of 4096, which is used to encrypt the communication
of the client and the GES server, as well as all client data hosted in the server. A six-digit security code, delivered to the voter's
email address provided by the client, must be validated by the prospective voter in order to authenticate the identity of the voter before
the voter may access the ballot. After validating the voter, the voter then votes anonymously, so that the identity of the voter and
the ballot cast can never be matched.

 The
GES voting platform verifies that the users do not use the back and forward browser button, a safe mechanism against tampering. Distributed
denial of service DDoS protection tools help secure websites and applications and prevent DDoS attacks, which bombard websites with traffic
traditionally delivered via "botnets" that are created by networked endpoints connected via malware. The DDoS software protection
provides always-on detection and automatic inline mitigations that minimize application downtime and latency.

 Every
state has election software developers and manufacturers who may also qualify by meeting individual requirements for individual states
in the United States.

 GES
has begun undertaking the following six step benchmarks to qualify for the updated U.S. certification and is also considering individual
State certifications:

 Step
 1 - Voting System Testing, Testing current developed systems to U.S. Federal 2.0 Standards

 Step
 2 - Technical Data Package Review; Reviews submitted documents against documentation requirements of outside agencies, published
 standards, or U.S. specifications

 Step
 3 - Physical Configuration Audit; Examines the documentation of the system against the actual submitted system

 Step
 4 - System Integration Testing; Executes tests on all components of a system configured as if the system was deployed

 Step
 5 - Functional Configuration Audit; Examines submitted test data and conducts additional testing to verify submitted system hardware
 and software described in the documents submitted to the Elections Assistance Commission and the Department of Homeland Security

 Step
 6 - Security Testing; Performs vulnerability assessments and penetration analysis to assess system vulnerabilities

 Recent
Developments

 In an attempt to retain and grow stockholder value, we have continually attempted to raise capital through equity
and debt offerings and have explored a sale of GES. For additional information, see Note 12 to the Company's consolidated financial
statements for the year ended December 31, 2024, included elsewhere in this Annual Report on Form 10-K.

 On
July 1, 2025, GAHI entered into that certain Asset Purchase Agreement (the "Easterly APA") with GES Acquisition Corp.,
a Delaware corporation ("GES Acquisition Corp."); Global Election Services, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("GES"); Global Election Services Holding LLC, a Delaware limited liability company ("GES
Holding"); and Easterly CV VI LLC, a Delaware limited liability company ("Easterly").

 Asset
Purchase. Pursuant to the Easterly APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES
as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within
the United States (the "Business"). The assets being sold include all tangible and intangible property used in the Business,
contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records,
and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The Easterly APA excludes specific assets
and liabilities, including but not limited to GES's cash and equivalents, tax returns and refunds, retained benefit plans and employment
agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the Easterly
APA.

 Consideration.
The total consideration payable to the Company and its shareholders in connection with the transaction include:

 -
 $2.3
 million in cash, a portion of which will be used to pay or settle outstanding indebtedness
 and GES expenses at the closing of the transaction ("Closing"), in exchange for 2,453,333 shares of Series A Stock issued to Easterly;

 -
 4,000,000
 shares of common stock of GES Acquisition Corp. issued to GES Holding;

 -
 Forgiveness
 of $1.125 million in Company and/or GES debt owed to Easterly, satisfied through the issuance
 of 1,200,000 shares of Series A Stock; and

 -
 Entry
 into a $2.2 million credit facility agreement between Easterly and GES Acquisition Corp.,
 convertible into Series A Stock under specified conditions.

 Employment.
 Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into
a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition
Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may
offer employment to selected GES employees at its discretion; those employees will become "Hired Employees" and transition
plans are outlined for benefit coverage and COBRA compliance.

 Closing
Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals
by GES and GAHI; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no
material adverse effect on either party from the Effective Date of the Easterly APA through Closing. Closing is also conditioned upon
the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the
Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.

 Termination.
The Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period;
if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. On August 29, 2025, the
parties entered into that certain Amendment No. 1 to the Easterly APA to amend Section 9.01(b) to change the "Outside Closing Date"
from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

 Indemnification.
The Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly
against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also
agreed to indemnify GES and GAHI against liabilities arising from assumed obligations and breaches. Indemnification claims must
exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.

 Amendment No. 1 to Easterly APA

 On August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC
entered into that certain Amendment No. 1 to the Easterly APA (the "Amendment") to amend Section 9.01(b) to change the "Outside
Closing Date" from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and effect.

 Trends
and Uncertainties

 We
currently have minimal revenues and operations and are investigating potential businesses and companies for acquisition to create and/or
acquire a sustainable business. Our ability to acquire or create a sustainable business may be adversely affected by our current financial
conditions, availability of capital and/or loans, general economic conditions which can be cyclical in nature along with prolonged recessionary
periods, and other economic and political situations.

 We
have generated recurring losses and cash flow deficits from its operations since inception and have had to continually borrow to continue
operations. These matters raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent
upon our ability to raise additional capital, obtain additional financing and/or generate positive cash flows from operations. Management
believes that it will be successful in obtaining additional financing, from which the proceeds will be primarily used to execute its
new operating plans. We plan to use our available cash and any new financing to develop and execute our business plan and hopefully create
and maintain a self-sustaining business. However, we can give no assurances that we will be successful in achieving our plans or if financing
will be available or, if available, on terms acceptable to us, or at all. Should we not be successful in obtaining the necessary financing
to fund our operations and ultimately achieve adequate profitability and cash flows from operations, we would need to curtail certain
or all its operating activities.

 There
are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues
or income from continuing operations. There are no significant elements of income or loss that do not arise from our continuing operations
except for the fair value change on derivative financial instruments and settlement on arbitration.

 The
rapid advances in computing and telecommunications technology over the past several decades have brought with them increasingly sophisticated
methods of delivering administrating elections. Along with these advances, though, have come risks regarding the integrity and privacy
of data, and these risks apply to election companies, falling into the general classification of cybersecurity. While it is not possible
for anyone to give an absolute guarantee that data will not be compromised, when applicable, we shall utilize third-party service providers
to secure the Company's financial and personal data; we believe that third-party service providers provide reasonable assurance
that the financial and personal data that they hold are secure.

 Liquidity
and Capital Resources

 At
December 31, 2024, we have an accumulated deficit of $33,506,870 and a working capital deficit of $10,680,570. Our ability to continue
as a going concern depends upon whether we can ultimately attain profitable operations, generate sufficient cash flow to meet our obligations,
and obtain additional financing as needed.

 For
the year ended December 31, 2024, we recorded net loss of $1,008,562. We recorded an amortization of debt discount of $121,257, a change
in fair value of derivative liability of $11,661 and issued a warrant fair valued at $44,904. We had an increase in accounts payable
of $94,211 and increase in accrued expenses of $355,506. As a result, we had net cash used in operating activities of $381,023 for the
year ended December 31, 2024.

 For
the year ended December 31, 2024, we invested $138,850 to finalize the acquisition of election service solutions and enhanced our software
in the amount of $52,498. As a result, we had net cash used in investing activities of $191,348.

 For
the year ended December 31, 2024, we received $934,850 as proceeds from the issuance of convertible promissory notes payable and $369,130
proceeds from notes payable and repaid $389,251 of convertible promissory and repaid $354,535 to note payable and received an investment
from a director of $4,000 resulting in net cash provided by financing activities of $564,194.

believes that it will be able to continue its operations and further advance its acquisition plans. However, management cannot give assurances
that such plans will materialize and be successful in the near term or on terms advantageous to us, or at all. Should we not be successful
in our business plans or obtain additional financing, we would need to curtail certain or all of our operating activities.

 Our
continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow
to meet its obligations, and obtain additional financing as may be required. Our auditors for the years ended December 31, 2024 and 2023
have included a "going concern" modification in their auditors' reports. A "going concern" modification
may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot presently be determined.

 The
accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be
no assurance that management will be successful in implementing its business plan or that the successful implementation of such business
plan will actually improve our operating results.

 Results
of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023

 Revenues
for the year ended December 31, 2024 were $1,273,504 compared to $826,700 for the year ended December 31, 2023, representing an increase
of $446,804. The majority of our clients hold elections on a three-year cycle. This increase in revenues is due primarily to more elections
held during 2024 as compared to 2023.

 Salaries
and benefits totaled $414,665 for the year ended December 31, 2024, compared to $264,909 for the year ended December 31, 2023. This
increase was due to an increase in employment compensation during the year ended December 31, 2024, compared to the year ended December
31, 2023.

 Professional
fees for the year ended December 31, 2024 totaled $304,132 compared to $369,397 for the year ended December 31, 2023, representing a
decrease of $65,265. This decrease was primarily due to a decrease in professional services during the year ended December 31, 2024
as compared to the year ended December 31, 2023.

 For
the year ended December 31, 2024, we incurred marketing and advertising expenses of $189,597 compared to $119,258 for the year ended
December 31, 2023. We incurred software development expenses of $7,586 in 2024 compared to $22,545 in 2023. We incurred printing costs
of $404,467 in 2024 compared to $173,003 in 2023, and we incurred general and administrative expenses of $188,427 in 2024 compared to
$259,770 in 2023.

 Total
operating expenses for the year ended December 31, 2024 were $1,008,562 compared to $1,192,260 for the year ended December 31, 2023,
representing a decrease of $183,698 principally due to reasons discussed above.

 Critical
Accounting Policies

 Our
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's
applications of accounting policies. Our critical accounting policies include revenue recognition, valuation of convertible promissory
notes and related warrants, stock and stock option compensation, estimates, and derivative financial instruments.

 The
accompanying consolidated financial statements have been prepared in accordance U.S. GAAP and include the accounts of GAHI and its wholly
owned and majority owned subsidiaries, GES and GAHI Acquisition Corp. All significant intercompany accounts and transactions have
been eliminated in consolidation.

 Revenue
Recognition

 We recognize revenue in accordance
with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") 606, Revenue
From Contracts with Customers. We earn revenues through various services we provide to our clients. GES's income is recognized
at the presentation date of the certification of the election results. The payments received in advance are recorded as deferred revenue
on the balance sheet. Should an election not proceed, all non-refundable deferred revenue will be recognized as revenue.

 Our
revenue recognition policies comply with SEC revenue recognition rules and the FASB's ASC 606-10-S65-1. We earn revenues
through various services we provide to our clients. GES's income is recognized at the presentation date of the certification of
the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not
proceed, all non-refundable deferred revenue will be recognized as revenue.

Debt

debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. We record a beneficial conversion feature
("BCF") related to the issuance of convertible debt that has conversion features at fixed or adjustable rates that are in-the-money
when issued and records the relative fair value of any warrants issued with those instruments. The BCF for the convertible instruments
is recognized and measured by allocating a portion of the proceeds to the warrants and as a reduction to the carrying amount of the convertible
instrument equal to the intrinsic value of the conversion features, both of which are credited to additional paid-in capital. We
calculate the fair value of warrants issued with the convertible instruments using the Black-Scholes valuation method, using the same
assumptions used for valuing stock options, except that the contractual life of the warrant is used.

 Under
these guidelines, we allocate the value of the proceeds received from a convertible debt transaction between the conversion feature and
any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and warrants
are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.

 We
account for modifications of its embedded conversion features in accordance with the ASC which requires the modification of a convertible
debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest expense or the
associated debt instrument when the modification does not result in a debt extinguishment.

 Derivative
Financial Instruments

 We
evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.
For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair
value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. We use the
Black-Scholes-Merton model to value the derivative instruments. The classification of derivative instruments, including whether such
instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

 Share-Based
Compensation

 We
record stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation. FASB ASC
Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date and recognize
the expense over the requisite service period. We recognize in the statement of operations the grant-date fair value of stock options
and other equity-based compensation issued to employees and non-employees.

 Recent
Accounting Pronouncements

 In
August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06, Debt—Debt with Conversion
and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40)—Accounting
for Convertible Instruments and Contracts in an Entity's Own Equity. ASU 2020-06 reduces the number of accounting
models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are
not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial
premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU
2020-06 also removes certain conditions that should be considered in the derivatives scope exception evaluation under Subtopic 815-40, Derivatives
and Hedging—Contracts in Entity's Own Equity, and clarify the scope and certain requirements under Subtopic 815-40.
In addition, ASU 2020-06 improves the guidance related to the disclosures and earnings-per-share (EPS) for convertible instruments and
contract in entity's own equity. ASU 2020-06 is effective for public business entities that meet the definition of an
SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December
15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years
beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than
fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Board specified that an entity
should adopt the guidance as of the beginning of its annual fiscal year. We are currently evaluation the impact this ASU will have
on its consolidated financial statements.

does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying
financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 Off-Balance
Sheet Arrangements

 We
do not maintain any off-balance sheet arrangements, transactions, obligations or other relationships with unconsolidated entities that
would be expected to have a material current or future effect upon our financial condition or results of operations.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Arena Holding, Inc. and Subsidiaries

to the Financial Statements

 Page

 Report
 of Independent Registered Public Accounting Firm:

 Report
 of Raul Carrega, CPA, PCAOB #1939

 Financial Statements:

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Stockholders' Deficit for the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes
 to Consolidated Financial Statements

 Raul
Carrega

 Certified
Public Accountants

62 nd Street

 Newport
Beach, CA 92663

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Global Arena Holding, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Global Arena Holding, Inc. and Subsidiaries ("the Company")
as of December 31, 2024, and 2023, and the related consolidated statements of operations, changes in shareholders' deficit, and
cash flows for years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the
results of its operations and its cash flows for each of the two year period ended December 31, 2024, in conformity with accounting principles
generally accepted in the United States of America.

 The
Company's Ability to Continue as a Going Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operating
activities, therefore, the Company has stated that substantial doubt exists about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Going
Concern

 As
described further in Note 1 to the consolidated financial statements, the Company has incurred losses each year from inception through
December 31, 2024.

 We
determined the Company's ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty
regarding the Company's future cash flows and the risk of bias in management's judgments and assumptions in estimating these
cash flows.

 Our
audit procedures related to the Company's assertion on its ability to continue as a going concern included the following, among
others:

 We
reviewed the Company's working capital and liquidity ratios, operating expenses, and uses and sources of cash used in management's
assessment of whether the Company has sufficient liquidity to fund operations for at least one year from the financial statement issuance
date. This testing included inquiries with management, comparison of prior period forecasts to actual results, consideration of positive
and negative evidence impacting management's forecasts, the Company's financing arrangements in place as of the report date,
market and industry factors and consideration of the Company's relationships with its financing partners.

 /s/
 Raul Carrega

 Raul
Carrega, CPA

 We
have served as the Company's auditor since 2017.

 Newport
Beach, CA

 September 26, 2025

 PCAOB
# 1939

 CONSOLIDATED
BALANCE SHEETS

 (Audited)

 31, 2023

 ASSETS

 Current Assets:

 Cash and
 cash equivalents

 $
 13,415

 $
 21,592

 Total
 current assets

 13,415

 21,592

 Equity Investments

 705,000

 566,150

 Internal Use Software

 52,498

 -

 TOTAL
 ASSETS

 $
 770,913

 $
 587,742

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable

 $
 437,583

 $
 343,372

 Accrued expenses

 4,882,019

 4,534,481

 Convertible promissory
 notes payable, net of debt discount of $ 26,390 and $ 24,841, respectively

 4,857,865

 4,436,356

 Promissory notes payable

 495,719

 368,582

 Derivative
 liability

 9,138

 Total
 current liabilities

 10,693,985

 9,691,929

 STOCKHOLDERS'
 DEFICIT

 Global Arena Holding, Inc.

 Preferred stock, $ 0.001 par value per
 share; 2,000,000 shares authorized;

 Series B preferred stock; 250,000 shares
 authorized; 49,202 and 49,202 issued
 and outstanding, respectively

 Series C preferred stock; 750,000
 shares authorized 480,000 and 0 issued
 and outstanding, respectively

 Preferred
 stock value

 Common stock, $ 0.001 par value per share; 4,000,000,000 shares
 authorized; 1,695,351,226 and 1,221,223,807 shares
 issued and outstanding, respectively

 1,695,351

 1,221,223

 Additional paid-in capital

 21,910,960

 22,195,411

 Accumulated
 deficit

 ( 33,506,870
)

 ( 32,498,308
)

 Total Global Arena Holding,
 Inc. stockholders' deficit

 ( 9,900,030
)

 ( 9,081,145
)

 Noncontrolling
 interest

)

)

 Total
 stockholders' deficit

 ( 9,923,072
)

 ( 9,104,187
)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 770,913

 $
 587,742

 The
accompanying notes are an integral part of these consolidated financial statements

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 (Audited)

 2024

 2023

 Years
 Ended December 31,

 2024

 2023

 Revenues:

 Services

 $
 1,273,504

 $
 826,700

 Operating expenses:

 Salaries and benefits

 414,665

 264,909

 Marketing and advertising

 189,597

 119,258

 Software development

 7,586

 22,545

 Professional fees

 304,132

 369,397

 General and administrative

 188,427

 259,770

 Printing

 404,467

 173,003

 Total
 operating expenses

 1,508,874

 1,208,882

 Loss
 from operations

 ( 235,370
)

 ( 382,182
)

 Other expenses:

 Interest expense and
 financing costs

 ( 842,202
)

 ( 914,465
)

 Other income (expense)

 3,500

 ( 2,623
)

 Litigation fee

 ( 85,211
)

 -

 Gain on settlement of
 debt

 162,381

 -

 Change
 in fair value of derivative liability

 ( 11,660
)

 107,010

 Total
 other expenses

 ( 773,192
)

 ( 810,078
)

 Loss before provision for
 taxes

)

)

 Provision
 for income taxes

 -

 -

 Net loss

)

)

 Net
 loss attributed to noncontrolling interest

 -

 -

 Net
 loss attributed to Global Arena Holding, Inc.

 $
)

 $
)

 Weighted average shares
 outstanding - basic and diluted

 1,521,829,368

 650,831,409

 Loss
 per share - basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' DEFICIT

 (Audited)

 Capital

 Interest

 Series
 B Preferred Stock

 Series
 C Preferred Stock

 Common
 Stock

 Additional
 Paid-in

 Accumulated

 Total
 Global Stockholders'

 Non-controlling

 Total
 Stockholders'

 Capital

 Interest

 Balance, December 31, 2022

 $

 $

 270,777,969

 $
 270,778

 $
 22,411,335

 $
 ( 31,306,048
)

 $
 ( 8,623,406
)

 $
)

 $
 ( 8,646,448
)

 Issuance of common stock
 for convertible debt and accrued interest

 -

 -

 -

 -

 867,519,148

 867,518

 ( 326,004
)

 -

 541,514

 -

 541,514

 Allocated value of warrants
 and beneficial conversion feature related to issuance of convertible debt, Cashless exercise of warrants

 -

 -

 -

 -

 23,603,891

 23,604

 ( 23,604
)

 -

 -

 -

 -

 Issuance of shares for services

 -

 -

 -

 -

 59,322,799

 59,323

 18,614

 -

 77,937

 -

 77,937

 Allocated value of warrants
 and beneficial conversion feature related to issuance of convertible debt

 -

 -

 -

 -

 -

 -

 -

 -

 Warrants issued for services

 -

 -

 -

 -

 -

 -

 12,499

 -

 12,499

 -

 12,499

 Forgiveness of debt

 -

 -

 -

 -

 -

 -

 80,175

 -

 80,175

 -

 80,175

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

)

)

 -

)

 Balance, December 31,
 2023

 $

 $

 1,221,223,807

 $
 1,221,223

 $
 22,195,411

 $
 ( 32,498,308
)

 $
 ( 9,081,145
)

 $
)

 $
 ( 9,104,187
)

 Balance

 $

 $

 1,221,223,807

 $
 1,221,223

 $
 22,195,411

 $
 ( 32,498,308
)

 $
 ( 9,081,145
)

 $
)

 $
 ( 9,104,187
)

 Issuance of common stock
 for convertible debt and accrued interest

 -

 -

 -

 -

 474,127,419

 474,128

 ( 333,355
)

 -

 140,773

 -

 140,773

 Allocated value of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 Investment from Director

 -

 -

 -

 -

 -

 -

 4,000

 -

 4,000

 -

 4,000

 Net
 loss

 -

 -

 -

 -

 -

 -

 -

)

)

 -

)

 Balance, December 31,
 2024

 $

 $

 1,695,351,226

 $
 1,695,351

 $
 21,910,960

 $
 ( 33,506,870
)

 $
 ( 9,900,030
)

 $
)

 $
 ( 9,923,072
)

 Balance

 $

 $

 1,695,351,226

 $
 1,695,351

 $
 21,910,960

 $
 ( 33,506,870
)

 $
 ( 9,900,030
)

 $
)

 $
 ( 9,923,072
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 (Audited)

 2024

 2023

 Years
 Ended December 31,

 2024

 2023

 OPERATING ACTIVITIES:

 Net loss

 $
)

 $
)

 Adjustments to reconcile
 net loss to net cash used in operating activities:

 Amortization of debt
 discount

 121,257

 261,539

 Change in fair value
 of derivative liability

 11,661

 ( 107,010
)

 Non-cash expense associated
 with warrant

 Change in assets and
 liabilities:

 Prepaid expense

 -

 3,000

 Accounts payable

 94,211

 16,000

 Accrued
 expenses

 355,506

 638,223

 Net
 cash used in operating activities

 $
 ( 381,023
)

 $
 ( 358,112
)

 INVESTING ACTIVITIES:

 Equity investment

 ( 138,850
)

 -

 Internal
 use software

 ( 52,498
)

 -

 Net
 cash used in investing activities

 $
 ( 191,348
)

 $
 -

 FINANCING ACTIVITIES:

 Proceeds from convertible
 promissory notes payable

 934,850

 449,458

 Proceeds from promissory
 notes payable

 369,130

 162,187

 Repayment of convertible
 promissory notes payable

 ( 389,251
)

 ( 231,163
)

 Repayment of promissory
 notes payable

 ( 354,535
)

 ( 150,492

 Investment
 from director

 4,000

 -

 Net
 cash provided by financing activities

 $
 564,194

 $
 229,990

 NET DECREASE IN CASH AND
 CASH EQUIVALENTS

 ( 8,177
)

 ( 128,122
)

 CASH
 AND CASH EQUIVALENTS, BEGINNING BALANCE

 21,592

 149,714

 CASH
 AND CASH EQUIVALENTS, ENDING BALANCE

 $
 13,415

 $
 21,592

 CASH PAID FOR:

 Interest

 $
 16,542

 $
 -

 Income
 taxes

 $
 -

 $
 -

 NON-CASH INVESTING AND FINANCING
 ACTIVITIES:

 Allocated
 value of warrants and beneficial conversion features related to debt

 $

 $

 Debt
 converted to common stock

 $
 140,773

 $
 515,814

 Forgiveness of debt

 $
 -

 $
 80,175

 Original
 issuance discount

 $
 122,792

 $
 110,012

 The
accompanying notes are an integral part of these consolidated financial statements.

 NOTES

 FOR

 NOTE
1 - ORGANIZATION

 Organization
and Business

Arena Holding, Inc. ("GAHI") was formed in February
2009, in the state of Delaware. GAHI and its subsidiaries (the "Company") was previously a financial services firm and
currently is focusing on the following businesses through these subsidiaries:

 On
February 25, 2015, Global Election Services, Inc. (GES) formed on February 25, 2015, provides comprehensive technology-enabled paper
absentee/mail ballot and internet election services to organizations such as craft and trade organizations, labor unions, political parties,
co-operatives and housing organizations, associations and professional societies, universities, and political organizations. GES has
developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent
duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing
advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling, and image correction. This system provides three types
of audit capabilities. The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so
the entire tabulation process occurs offline, eliminating the opportunity for hacking. GES is also working with multiple vendors and
has made investments in companies who are developing Blockchain Technology for a data storage and retrieval registration system;
tabulation of paper Absentee/Mail Ballots; and internet voting.

 On
March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the
second APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended
APA, the Company will purchase 100 %
of the assets of Election Services Solutions, LLC and the Company will pay $ 650,000,
of which $ 511,150 has
already been paid, and issue 40,000,000 common
shares to purchase these assets under this second amended APA. This APA replaces the first amended purchase agreement signed on May
10, 2019 wherein the Company was to purchase 100 %
of the assets of Election Services Solutions, LLC. The Company was to pay $ 550,000,
of which $ 511,150 has
already been paid, and issue 20,000,000 common
shares to purchase these assets under this first amended APA. GES derives over 80 %
of its current business from Election Services Solutions. On August 2, 2024, the Company entered into a convertible promissory note
agreement with the former owner of Elections Service Solutions Managing Director to finalize the purchase of GES. The note has a
principal amount of $ 138,850
due in October 15, 2025, with an annual interest rate of 12 %.

 On
May 20, 2015, the Company incorporated a new wholly owned entity in the State of Delaware called "GAHI Acquisition Corp." This
entity was incorporated at the time to be the merger subsidiary for the acquisition of Blockchain Technologies Corp. (BTC) and other
software system development.

 On
May 20, 2015, the Company entered into an agreement and plan of merger with BTC. Under this agreement, BTC would have merged with GAHI
Acquisition, and GAHI Acquisition, would have been the surviving corporation. As consideration for the merger, the Company was to reserve
a number of shares equal to 1/3 the total issued and outstanding of the Company to be issued to BTC shareholders at closing. On October
20, 2015, the parties agreed to extend the closing date of the merger to December 15, 2015. This agreement expired on December 15, 2015.

 NOTES

 FOR

 NOTE
1 - ORGANIZATION (continued)

 Concurrently,
on October 20, 2015, the Company paid $ 125,000 in
cash to BTC and issued to Nikolaos Spanos 1,377,398 of
its common shares and 1,993,911 warrants
to purchase its common shares at the exercise price of $.10 per
common share with an exercise period of three years. The warrants have expired. The common shares and warrants were issued for
the purchase of 1,000,000 common shares of BTC. Said common shares of BTC represented ten percent ( 10 %) of the outstanding
equity in BTC on October 20, 2015. The securities issued by the Company were issued pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933. There has been no further activity in GAHI Acquisition Corp.

 On
March 28, 2017, the United States Patent Office issued patents to BTC covering Election Intellectual Property, US Patent #9,608,829,
Issued March 28, 2017. As an equity shareholder in BTC only, GAHC and GES have not used the BTC US Patent. Any use of the patent would
require a new negotiation, and new contract with BTC.

 The
Company has determined that the initial investment of Blockchain Technologies Corp. will be written off. The Company's Board of
Directors cancelled all transactions previously proposed but never acted on concerning GAHI Acquisition. GAHI Acquisition will remain
a subsidiary for the exclusive use of any future transactions involving Blockchain Technologies Corporation.

 The
Company, GAHI, and GES do not trade crypto currency, nor participate in Initial Coin Offerings.

 On
June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under
the terms of the agreement GES was to invest $ 50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $ 0.01 for 4,500,000
common shares of the Company. The Company will receive 3 million common shares of TrueVote, representing 30 % of TrueVote Inc. The Company
on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the agreement GES is to invest an additional $ 10,000 and the Company
issue a 3 year warrant exercisable at $ 0.01 for 4,500,000 common shares of the Company. The transaction closed on February 27, 2023.

 On
November 19, 2019, the Company formed Tidewater Energy Group Inc., a 51 % subsidiary, formed to explore opportunities in the oil, gas,
mineral, and energy business. The Company closed Tidewater Energy Group Inc. on December 31, 2024

 Going
Concern

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America, which contemplates the continuation of the Company as a going concern. The Company has generated recurring
losses from operations and cash flow deficits from its operations since inception and has had to continually borrow to continue operating.
In addition, certain of the Company's debt is in default as of December 31, 2024. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The continued operations of the Company are dependent upon its ability to raise
additional capital, obtain additional financing and/or acquire or develop a business that generates sufficient positive cash flows from
operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that
with their ability to raise additional funds that the Company should be able to continue as a going concern.

 The
accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue as a going
concern.

 NOTES

 FOR

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Principles
of Consolidation

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America and include the accounts of GAHI and its wholly-owned and majority owned subsidiaries, GES, GAHI Acquisition
Corp and Tidewater Energy Group, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

 Reclassification

 The Company reclassified certain amounts in the Consolidated
Statements of Cash Flows in the prior year to conform to the current year's presentation.

 Noncontrolling
Interest

 The
Company follows ASC Topic 810, Consolidation, which governs the accounting for and reporting of non-controlling interests
("NCIs") in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this
standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and
decreases in the parent's ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions
or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation
might result in a deficit balance.

 The
net income (loss) attributed to the NCI is separately designated in the accompanying condensed consolidated statements of operations
and comprehensive loss.

 Basic
and Diluted Earnings (Loss) Per Share

 Earnings
per share is calculated in accordance with the ASC 260-10, Earnings Per Share. Basic earnings-per-share is based upon
the weighted average number of common shares outstanding. Diluted earnings-per-share is based on the assumption that all dilutive convertible
notes, stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this
method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as
if funds obtained thereby were used to purchase common stock at the average market price during the period. The following potentially
dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive.

 SCHEDULE
OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

 2024

 2023

 31,

 2024

 2023

 Options

 -

 -

 Convertible notes

 1,240,658,281

 1,513,324,739

 Total

 2,384,741,614

 2,558,550,929

Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during
the reporting periods. Significant estimates reflected in the consolidated financial statements include, but are not limited to,
share-based compensation, and assumptions used in valuing derivative liabilities. Actual results could differ from those estimates.

 NOTES

 FOR

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Cash
and Cash Equivalents

 The
Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to
be cash equivalents.

Debt

debt is accounted for under FASB ASC 470, Debt – Debt with Conversion and Other Options. The Company
records a beneficial conversion feature ("BCF") related to the issuance of convertible debt that has conversion features
at fixed or adjustable rates that are in-the-money when issued and records the relative fair value of any warrants issued with those
instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to the warrants
and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both
of which are credited to additional paid-in capital. The Company calculates the fair value of warrants issued with the convertible
instruments using the Black-Scholes valuation method, using the same assumptions used for valuing stock options, except that the contractual
life of the warrant is used.

 Under
these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion
feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value of the BCF and
warrants are recorded as a debt discount and is accreted over the expected term of the convertible debt as interest expense.

 The
Company accounts for modifications of its embedded conversion features in accordance with the ASC which requires the modification of
a convertible debt instrument that changes the fair value of an embedded conversion feature and the subsequent recognition of interest
expense or the associated debt instrument when the modification does not result in a debt extinguishment.

 Derivative
Financial Instruments

 The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded
derivatives pursuant to ASC 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as
liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes
in the fair value reported in the statements of operations. The Company uses the Black-Scholes-Merton model to value the derivative instruments.
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated
at the end of each reporting period.

 Revenue
Recognition

 The
Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. The Company earns revenues
through various services it provides to its clients. GES's income is recognized at the presentation date of the certification of
the election results. The payments received in advance are recorded as deferred revenue on the balance sheet. Should an election not
proceed, all non-refundable deferred revenue will be recognized as revenue.

 NOTES

 FOR

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Share-Based
Compensation

 The
Company records stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation.
FASB ASC Topic 718 requires companies to measure compensation cost for stock-based employee compensation at fair value at the grant date
and recognize the expense over the requisite service period. The Company recognizes in the statement of operations the grant-date fair
value of stock options and other equity-based compensation issued to employees and non-employees.

 Fair
Value of Financial Instruments

 FASB
ASC 820, Fair Value Measurement defines fair value as the price that would be received upon sale of an asset or paid upon
transfer of a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous
market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use
in pricing the asset or liability, not on assumptions specific to the entity.

 Fair
Value Measurements

 The
Company applies the provisions of ASC 820-10, Fair Value Measurements and Disclosures. ASC 820-10 defines fair value and establishes
a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.
The three levels of valuation hierarchy are defined as follows:

 Level
 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 Level
 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 Cash,
accounts payable and accrued expenses and deferred revenue – The carrying amounts reported in the consolidated balance
sheets for these items are a reasonable estimate of fair value due to their short-term nature.

 Promissory
notes payable and convertible promissory notes payable – Promissory notes payable and convertible promissory notes
payable are recorded at amortized cost. The carrying amount approximates their fair value.

 The
Company uses Level 2 inputs for its valuation methodology for the beneficial conversion feature and warrant derivative liabilities as
their fair values were determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company's derivative
liabilities are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in
results of operations as adjustments to fair value of derivatives.

 NOTES

 FOR

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 The
following table presents the Company's assets and liabilities required to be reflected within the fair value hierarchy as of December
31, 2024 and 2023.

 SCHEDULE OF FAIR VALUE HIERARCHY OF ASSETS AND LIABILITIES

 Fair Value

 As of

 Fair Value Measurements at

 Description

 31,
2024

Using Fair Value Hierarchy

 Level

 Level

 Level

 Beneficial
 conversion feature

 $

 $
 -

 $

 $
 -

 Total

 $

 $
 -

 $

 $
 -

 Fair Value

 As of

 Fair Value Measurements at

 Description

 31,
2023

 31, 2023
Using Fair Value Hierarchy

 Level

 Level

 Level

 Beneficial
 conversion feature

 $
 9,138

 $
 -

 $
 9,138

 $
 -

 Total

 $
 9,138

 $
 -

 $
 9,138

 $
 -

 Income
Taxes

 The
Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset
and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences,
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred
tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 Under
ASC 740, a tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
is greater than 50% likely of being realized on examination. For tax positions not meeting the "more likely than not" test,
no tax benefit is recorded. The adoption had no effect on the Company's consolidated financial statements.

 Equity
Investments

 The
Company accounts for investment securities in accordance with ASC Topic 323, ASC 323, Investments – Equity Method and Joint Ventures.
The company is required to initially record at cost, and subsequently adjust based the investor's share of the investee's
profits and losses.

 Recently
Issued Accounting Pronouncements

 ASU
2023-09, Income Taxes (Topic 740): In December 2023, the FASB issued ASU 2023-09, which requires additional income tax disclosures
in the rate reconciliation table for federal, state, and foreign income taxes, in addition to more details about reconciling items in
some categories when items meet a certain quantitative threshold. ASU 2023-09 is effective for annual reporting periods beginning
after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard.

 ASU
2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): In November 2024, the FASB issued disaggregation
of Income Statement Expenses (ASU 2024-03), which will require tabular disclosure of certain operating expenses disaggregated into categories,
such as purchase of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for annual
reporting periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of
this standard.

does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying
financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 NOTES

 FOR

 NOTE
3 – EQUITY INVESTMENTS

 On
March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second
APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA, the Company
will purchase 100 % of the assets of Election Services Solutions, LLC and the Company will pay $ 650,000, of which $ 511,150 has already
been paid, and issue 40,000,000 common shares to purchase these assets under this second amended APA. This APA replaces the first amended
purchase agreement signed on May 10, 2019, wherein the Company was to purchase 100 % of the assets of Election Services Solutions, LLC.
The Company was to pay $ 550,000, of which $ 511,150 has already been paid, and issue 20,000,000 common shares to purchase these assets
under this first amended APA. GES derives over 80 % of its current business from Election Services Solutions. On August 2, 2024, the
company enter into a convertible promissory note agreement with the former owner of Elections Service solutions Managing director to
finalize the purchase of GES. The note has a principal amount of $ 138,850 due on October 15, 2025 with annual interest rate of 12 %..

 On
June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under
the terms of the agreement GES was to invest $ 50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable
at $ 0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote,
representing 30 % of TrueVote Inc. The Company on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the agreement
GES is to invest an additional $ 10,000 and the Company issue a 3 year warrant exercisable at $ 0.01 for 4,500,000 common
shares of the Company. On June 1 st, 2021, TrueVote issued its White Paper "A transparent Electronic Voting System
validated by the Bitcoin Blockchain" TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital
voting system. This will be based on traditional, proven database methodologies, and layered with a "checksum" that's
posted on the Blockchain, proving all data is immutable and unalterable. This design will ensure that every vote is transparently counted
and verifiable. The transaction closed on February 27, 2023.

 On
November 19, 2019, the Company formed Tidewater Energy Group Inc., a 51 % subsidiary, to explore opportunities in the oil, gas, mineral,
and energy business. The Company closed Tidewater Energy Group Inc. on December 31, 2024.

 NOTE
4 - ACCRUED EXPENSES

 Accrued
expenses at December 31, 2024 and 2023 consisted of the following:

 SCHEDULE OF ACCRUED EXPENSES

 2024

 2023

 2024

 2023

 Accrued interest

 $
 $ 3,655,006

 $
 3,278,920

 Accrued compensation

 $ 1,190,343

 1,219,123

 Other accrued expenses

 $ 36,670

 36,438

 Accrued
 expenses

 $
 $ 4,882,019

 $
 4,534,481

 NOTES

 FOR

 NOTE
5 - PROMISSORY NOTES PAYABLE

 In
March 2014, the Company issued two promissory notes for a total of $ 230,000. The interest rate is the short-term applicable federal
rate as determined by the Internal Revenue Service for the calendar month plus 10%. These two promissory notes are due on December
31, 2024, and 2023, respectively.

 On
November 29, 2022, Global Election Services, entered into loan agreement with a non-affiliate investor for a total of $ 100,000,
with annual interest of 14%. The outstanding balance is $ 100,000 and
$ 0
interest as of as of December 31, 2024.

 On
December 3, 2022, the Company entered into a promissory note agreement with a non-affiliate investor for a total of $ 5,000. As of September 30,
2024, the loan has been paid off.

 On
January 31, 2023, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $ 41,000. The Company will repay the loan in 24 weekly fixed payments of $ 2,426. As of June 30, 2023, the loan has been paid off.

 On
July 13, 2023, Global Election Services, Inc. entered a Loan agreement with a non-affiliate investor for the amount of $ 78,100. The Company will repay the loan in 28 weekly fixed payments of $ 2,789. As of January 30, 2024, the loan has been paid off.

 On
September 13, 2023, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $ 49,170.
The Company will repay
the loan in 14 weekly fixed payments of $ 3,513.
As of December
31, 2023 the loan has been paid off.

 On
November 3, 2023, Global Election Services, Inc. entered a Loan agreement a non-affiliate investor for the amount of $ 63,750. The Company will repay the loan in 84 fixed payments of $ 759. As of January 25, 2024, the loan has been paid off.

 On
February 20, 2024, Global Election Services, Inc. entered into a revenue share agreement with a non-affiliate investor for a total of $ 41,972 on
the purchase amount of $ 28,000 and OID of $ 13,972. There is no interest rate, but the Company will disburse 11 weekly payments
of $ 3,816 to Note Holder. As of June 30, 2024, the Loan has been paid off.

 On
April 25, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount o $ 63,750.
The company will repay the Loan in weekly payments of $ 3,794.65. As of August 29, 2024, the loan has been paid off.

 On
July 29, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $ 67,500. The company will repay the Loan in weekly payments of $ 2,935. The remaining balance is $ 11,739 as of December 31, 2024.

 On
August 13, 2024, Global Election Services, Inc. entered into a Loan agreement with a non-affiliate investor for $ 57,200. The company will repay the
Loan in weekly payments of $ 2,119. The balance remaining is $ 14,831 as of December 31, 2024.

 On November 21, 2024, Global Election Services,
Inc. entered into a Loan agreement with a non-affiliate investor for the amount of $ 71,250. The company will repay the Loan in weekly
payments of $ 2,850. The remaining balance is $ 59,850 as of December 31, 2024.

 NOTES

 FOR

 NOTE
6 - CONVERTIBLE PROMISSORY NOTES PAYABLE

 On January 26, 2023, the Company entered into a convertible
note with a non-affiliate investor for the amount of $ 54,600. The Note bears 12% interest and matures in twelve months. This Note has
been paid off as of 12/31/24.

 On March 10, 2023, the Global Election Services entered
a convertible Note with a non-affiliate investor for a secured Original Discount Convertible Promissory Note with an investor for the
amount of $ 32,500. The Note bears 12 % interest and can convert at a Five million dollar valuation, with a maturity of October 15, 2025.

 On April 8, 2023, Global Election Services Inc. entered
into a secured Original Discount Convertible Promissory Note with a non-affiliate investor for the amount of $ 7,000, with an original
discount amount of $ 3,000. The Note bears 12 % interest and matures in twelve months. The Note can be converted to the Company's
common stock at $ 0.0040 per share. As of September 30, 2023, the Convertible Promissory Note has been repaid in full.

 On April 11, 2023, Global Election Services, Inc.
entered into a Convertible Promissory Note with a non-affiliate investor for $ 15,000. The note bears 12 % interest and matures on October
15, 2025. The Note can be converted into Global Election Services, Inc. common stock at a $ 5,000,000 valuation.

 On May 18, 2023, Global Arena Holding, Inc. entered
into an unsecured Convertible Promissory Note with a non-affiliate investor for the amount of $ 20,000. The Note bears 12 % interest and
matures on December 31, 2025. The Note can be converted to the Company's common stock at $ 0.001 per share.

 On June 1, 2023, Global Election Services, Inc. entered
into a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 5,800 with an annual interest of 12 % to a
non-affiliate with a maturity date of September 1, 2023. As of September 30, 2023, the Convertible Promissory Note has been repaid in
full..

 On June 6, 2023, Global Election Services, Inc. entered
into an unsecured Convertible Promissory Note of $ 20,000 with a non-affiliate investor. The Note bears 12 % interest and matures on October
15, 2025. The Note can be converted into the Company's common stock at $ 0.40 per share.

 On June 6, 2023, Global Election Services, Inc. entered
into an unsecured Convertible Promissory Note of $ 6,500 with a non-affiliate investor. The Note bears 12 % interest and matures on June
12, 2023. The Note can be converted into the Company's common stock at $ 0.50 per share. As of September 30, 2023, the Convertible
Promissory Note has been repaid in full.

 On June 6, 2023, Global Election Services, Inc. entered
into a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 10,000 with an annual interest rate of 12 %
with the maturity date of June 6, 2024. As of June 30, 2023, the Convertible Promissory Note has been repaid in full.

 On June 7, 2023, Global Election Services, Inc. entered
an unsecured Convertible Promissory Note with a non-affiliate investor of $ 10,000. The Note bears 12 % interest and matures on October
15, 2025. The Note can be converted into the Company's common stock at $ 0.40 per share.

 On June 14, 2023, Global Election Services, Inc. entered
into an unsecured Convertible Promissory Note with a non-affiliate investor for $ 30,000. The Note bears 12 % interest and matures on October
15, 2025. The Note can be converted into the Company's common stock at $ 0.40 per share.

 On July 7, 2023, Global Election Services, Inc. entered
into a secured Original Convertible Promissory Note with a non-affiliate investor for $ 57,500, with an original discount amount of $ 7,500.
The Note bears 12 % interest and matures on October 15, 2025. The Note can be converted into the Company's common stock at $ 0.40
per share.

 On August 4, 2023, Global Election Services, Inc.
entered into a second Original Discount Convertible Promissory Note with a non-affiliate investor for $ 30,000, with an original discount
amount of $ 5,000. The Note bears 12 % interest and matures on October 15, 2025. The Note can be converted into the Company's common
stock at $ 0.040 per share.

 NOTES

 FOR

 NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 On August 8, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $ 23,000, with an original discount amount
of $ 5,000. The Note bears 12 % interest and matures in twelve months. The Note can be converted into the Company's common stock at
$ 0.040 per share. As of September 30, 2023, the Convertible Promissory Note has been repaid in full.

 On August 14, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $ 23,000, with an original discount amount
of $ 5,000. The Note bears 12 % interest and matures in twelve months. As of September 30, 2023, the Convertible Promissory Note has been
repaid in full.

 On August 25, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $ 5,000, with an original discount amount
of $ 500. The Note bears 12 % interest and matures in twelve months. The Note can be converted into the Company's common stock at
$ 0.040 per share. As of September 30, 2023, the Convertible Promissory Note has been repaid in full..

 On September 15, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $ 15,500, with an original discount amount
of $ 5,000. The Note bears 12 % interest and matures on October 15, 2025. The Note can be converted into the Company's common stock
at $ 0.040 per share.

 On October 24, 2023, Global Election Services, Inc.
entered a secured Original Discount Convertible Promissory Note with a non-affiliate investor for $ 25,000, with an original discount amount
of $ 5,000. The Note bears 12 % interest and matures on October 15, 2025. The Note can be converted into the Company's common stock
at $ 0.040 per share.

 On October 6, 2023, Global Election Services, Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor of $ 10,000. The Note bears 12 % interest and is convertible
at a $ 12.5 million dollar valuation and matures on October 15, 2025.

 On December 12, 2023, Global Election Services Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor for $ 20,000. The Note bears 12 % interest and is convertible
at a $ 12.5 million dollar valuation and matures on October 15, 2025.

 On December 13, 2023, Global Election Services, Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor for $ 30,000. The Note bears 12 % interest and is convertible
at a $ 12.5 million dollar valuation and matures on October 15, 2025.

 On December 28, 2023, Global Election Services, Inc.
entered an unsecured Convertible Promissory Note with a non-affiliate investor for $ 20,000. The Note bears 12 % interest and is convertible
at a $ 12.5 million dollar valuation and matures on October 15, 2025.

 On January 8, 2024, the Company entered a Convertible
Promissory Note with a non-affiliate investor for $ 28,750, with a discount of $ 3,750. The Note bears 15 % interest and matures on October
15, 2024. The Note can be converted to the Company's common stock at 75% multiplied by the lowest trading price for the common stock
during the ten trading days prior to the conversion date. As of October 21, 2024, the Convertible Promissory Note has been paid back in
full.

 NOTES

 FOR

 NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 On January 25, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 15,000 with an annual interest rate of
 12 % to a non-affiliate convertible at a $ 12.5 million dollar valuation, with a maturity date of October 15, 2025.

 On February 7, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 15,000 with an annual interest of 12 %
to a non-affiliate at a $ 12.5 million dollar valuation, with a maturity date of October 15, 2025.

 On February 9, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 10,000 with an annual interest rate of
 12 % convertible at a $ 12.5 million dollar valuation with a maturity date of October 15, 2025.

 On March 7, 2024, Global Election Services entered
into a Convertible Promissory Note with non-affiliate investor for $ 10,000, with annual interest of 12 %. convertible at a $ 12.5 million
dollar valuation with a maturity date of October 15, 2025.

 On March 15, 2024, Global Election Services,
Inc. entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 20,000 with an annual interest of
 12 % to a non-affiliate with a maturity date of October 15, 2025.

 On March 15, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 10,000 with an annual interest rate of
 12 % to a non-affiliate with a maturity date of April 14, 2024. As of June 30, 2024, Global Election Services, Inc. has repaid this note
in full.

 On April 11, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 12,000 with an annual interest rate of
 12 % to a non-affiliate with a maturity date of April 14, 2024. As of April 25, 2024 Global Election Services, Inc. has repaid this note
in full.

 On May 10, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 10,000 with an annual interest rate of 12 % to
a non-affiliate with a maturity date of April 14, 2024. As of May 16, 2024 Global Election Services, Inc. has repaid this note in full.

 On May 16, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 15,000 with an annual interest rate of 12 % to
a non-affiliate with a maturity date of April 14, 2024. As of June 14, 2024, Global Election Services, Inc. has repaid this note in full.

 On May 31, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 15,000 with an annual interest rate of 12 % to
a non-affiliate with a maturity date of April 14, 2024. As of June 14, 2024, Global Election Services, Inc. has repaid this note in full.

 On June 13, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor for $ 75,000 as part of a 90 Day Secured Loan 10% coupon, convertible at an
$ 8 million dollar valuation. As of December 31, 2024, the maturity date is October 15, 2025.

 On June 24, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a non-affiliate investor for $ 75,000 as part of a 90 Day Secured Loan 10% coupon, convertible at an
$ 8 million dollar valuation. As of December 31, 2024, Global Election Services, Inc. has repaid this note in full.

 On July 19, 2024, Global Election Services, Inc. entered
a Convertible Promissory Note with a affiliated investor in the principal amount of $ 25,000 with an annual interest rate of 12 % with a
maturity date of October 15, 2025.

 On August 2, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $ 20,000 with a non-affiliate investor. The Note bears 12 % interest and
is convertible at $ 0.16 per share, and matures on October 15, 2025.

 NOTES

 FOR

 NOTE 6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 On August 2, 2024, in connection with the purchase
of Election Services Solutions LLC, Global Election Services, Inc. and the Company entered into a Convertible Promissory Note with an
investor to pay off the remaining balance of the investment and finalize its purchase. The Note is in the principal amount of $ 138,850,
bears 12 % interest and matures on October 15, 2025. The Note can be converted into the Company's common stock at $ 0.16 per share.

 On August 8, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 17,000. The Note bears 12 % interest and
matures on June 30, 2025. The Note can be converted into the Company's common stock at $ 0.75 per share. This Convertible Promissory
Note was repaid on October 4, 2024.

 On August 22, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note with a non-affiliate investor in the principal amount of $ 35,000. The Note bears 12 % interest and
matures on June 30, 2025. The Note can be converted into the Company's common stock at $ 0.16 per share. This Convertible Promissory
Note was repaid on October 18, 2024.

 On October 2, 2024, The Company received $ 250,000
from the issuance of a Convertible Promissory Note with a non-affiliate investor. The Note bears 15 % interest and matures on October 15,
2025.

 On December 13, 2024, the Company received $ 100,000
from the issuance of a Convertible Promissory Note with a non-affiliate investor. The Note bears 15 % interest and matures on October 15,
2025.

 On December 19, 2024, the Company received $ 170,000
from the issuance of a Convertible Promissory Note with a non-affiliate investor. The Note bears 15 % interest and matures on October 15,
2025.

 On December 6, 2024, Global Election Services, Inc.
issued a Convertible Promissory Note in the principal amount of $ 12,000 to a non-affiliate investor. The Note bears 12 % interest and is
convertible at a $ 9,375,000 valuation, and matures on October 15, 2025.

 On December 9, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $ 10,000 with a non-affiliate investor. The Note bears 12 % interest and
is convertible at a $ 9,375,000 valuation, and matures on October 15, 2025.

 On December 9, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $ 8,500 with a non-affiliate investor. The Note bears 12 % interest and
is convertible at a $ 9,375,000 valuation, and matures on October 15, 2025.

 On December 10, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $ 30,000 with a non-affiliate investor. The Note bears 12 % interest and
is convertible at a $ 9,375,000 valuation, and matures on October 15, 2025.

 On December 31, 2024, Global Election Services, Inc.
entered a Convertible Promissory Note in the principal amount of $ 7,500 with a non-affiliate investor. The Note bears 12 % interest and
is convertible at a $ 9,375,000 valuation, and matures on October 15, 2025.

promissory notes payable at December 31, 2024 and 2023 consist of the following:

 SCHEDULE OF CONVERTIBLE PROMISSORY NOTES PAYABLE

 2024

 2023

 Convertible promissory notes with
 interest rates ranging from 10 % to 12 % per annum, convertible into common shares at a fixed price ranging from $ 0.001 to
 $ 0.03 per share. Maturity dates through December 31, 2024, as amended. ($ 2,735,644 in default)

 $
 3,577,044

 $
 3,089,949

 Convertible promissory notes with interest
 rates ranging from 10 % to 12 % per annum, convertible into common shares at prices equal to 60 % discount from the lowest
 trade price in the 20-25 trading days prior to conversion (as of December 31, 2024 the conversion price would be $ 0.001 per
 share). Maturity dates through December 31, 2024, as amended. ($ 165,784 in default)

 190,784

 234,834

 Convertible promissory
 notes with interest at 12 % per annum, convertible into common shares of GES. The maturity dates through December 31,
 2024, as amended. ($ 894,923 in default)

 1,116,427

 1,136,423

 Total convertible promissory notes payable

 4,884,255

 4,461,607

 Unamortized debt discount

 ( 26,391
)

 ( 24,851
)

 Convertible promissory notes payable, net discount

 4,857,865

 4,436,356

 Less current portion

 ( 4,857,865
)

 ( 4,436,356
)

 Long-term portion

 $
 -

 $
 -

 NOTES

 FOR

 NOTE
6 - CONVERTIBLE PROMISSORY NOTES PAYABLE (continued)

 SCHEDULE OF ROLLFOWARD OF CONVERTIBLE PROMISSORY NOTES PAYABLE

 Convertible promissory notes payable,
 December 31, 2022

 $
 4,418,233

 Issued for cash

 428,500

 Issued for original issue discount

 ( 38,950
)

 Repayment for cash

 ( 183,001
)

 Conversion to common stock

 ( 430,812
)

 Amortization of debt discounts

 243,386

 Convertible promissory notes payable, December
 31, 2023

 $
 4,436,356

 Issued for cash

 943,600

 Issued for original issue discount

 ( 122,792
)

 Repayment for cash

 ( 394,751
)

 Conversion to common stock

 ( 128,805
)

 Amortization of debt discounts

 121,257

 Convertible promissory notes payable, December

 $
 4,857,865

 NOTE
7 - DERIVATIVE FINANCIAL INSTRUMENTS

 Certain
of the Company's convertible promissory notes payable are convertible into shares of the Company's common stock at a percentage
of the market price on the date of conversion. The Company has determined that the variable conversion rate is an embedded derivative
instrument. The Company uses the Black-Scholes valuation method to value the derivative instruments at inception and on subsequent valuation
dates. Weighted average assumptions used to estimate fair values are as follows:

 SCHEDULE OF VALUATION TECHNIQUES USED IN DETERMINING FAIR VALUE OF DERIVATIVE LIABILITY

 2024

 2023

 Risk-free interest rate

 4.24
 %

 5.26 - 5.55
 %

 Expected life of the options (Years)

 0.50

 0.50 - 0.51

 Expected volatility

 %

 248.25 %- 2

 %

 Expected dividend yield

 %

 %

 Fair Value

 $

 $
 9,138

 A
rollforward of the derivative liability from December 31, 2022 to December 31, 2024 is below:

 SCHEDULE OF CHANGES IN FAIR VALUE OF FINANCIAL DERIVATIVES

 Derivative liabilities, December 31, 2022

 $
 116,150

 Change in fair value of
 derivative liabilities

 ( 15,442
)

 Derivative liabilities, December 31, 2023

 $
 9,138

 Change in fair value
 of derivative liabilities

 12,651

 Derivative liabilities, December 31, 2024

 $

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 NOTE
8 - STOCKHOLDERS' DEFICIT

 Series
B Preferred Stock

 Pursuant
to the Company's Certificate of Incorporation, the Company has authorized 2,000,000 shares of $ 0.001 par value Preferred
Stock. The Company has designated 250,000 of the 2,000,000 shares as Series B Preferred Stock. The Series B
Preferred stockholders are entitled to a cumulative stock dividend, up to a maximum of 10% additional common stock upon the
conversion after one year. The Series B Preferred Stock may be converted into common shares, at any time, at the option of the holder. The
conversion price shall be the greater of $0.01 or 90% of the lowest closing price during the five most recent trading days prior to conversion.
The number of common shares to be issued shall be the number of Series B Preferred shares times $10 per shares divided by the conversion
price.

the year ended December 31, 2017, the Company sold 90,000 shares of Series B Preferred Stock for cash proceeds of $ 900,000.
During the year ended December 31, 2018, 30,000 of these preferred shares were converted into 30,743,885 shares of
common stock. During the year ended December 31, 2020, 10,798 of these preferred shares were converted into 36,519,609 shares
of common stock.

 Series
C Preferred Stock

 Pursuant
to Board of Director minutes dated July 27, 2022, the Company filed a Certificate of Designation with the State of Delaware authorizing
the creation of 750,000 Series C Preferred Stock with the following terms and rights:

 A. Designation
and Number. A series of the preferred stock, designation the "Series C Preferred Stock," $ 0.001 par
value, is hereby established. The number of shares of the Series C Preferred Stock shall be Seven Hundred Fifty Thousand ( 750,000).
 The rights, preferences, privileges, and restrictions granted to and imposed on the Series C Preferred Stock are as set forth below.

 B. Dividend
Provisions. None

 C. Conversion
Rights. None

 D. Preemptive
Rights. None

 E. Voting
Rights. Each share of Series C Preferred Stock shall entitle the holder thereof to cast 5,000 votes on all matters submitted
to a vote of the stockholders of the Corporation.

 On
July 27, 2022, the Company authorized the issuance of 480,000 shares Series C Preferred Stock at $.001 per share as follows:

 120,000 Series
C Preferred Shares - John Matthews, CEO/CFO

 120,000 Series
C Preferred Shares – Martin Doane, Director

 120,000 Series
C Preferred Shares – Facundo Bacardi, Director

 120,000 Series
C Preferred Share – Kathryn Weisbeck, President, Director of GES, Public Relations/Marketing for the Company

 The
Series C Preferred Shares were issued on July 29, 2022

 Common
Stock

the year ended December 31, 2024, the Company issued:

 474,127,419
 shares of common stock for conversion of $ 125,805 of convertible notes and $ 7,968 of accrued interest.

the year ended December 31, 2023, the Company issued:

 867,519,148
 shares of common stock for conversion of $ 819,894 of convertible notes and $ 71,001 of accrued interest.

 23,603,791
 shares of common stock issued for cashless exercise of 32,187,124 warrants.

 59,322,799
 shares of common stock for services of $ 77,937.

 NOTES

 FOR

 NOTE
8 - STOCKHOLDERS' DEFICIT (continued)

 Option
Activity

 A
summary of the option activity is presented below:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Remaining

 Aggregate

 Number of

 Options

 Price
 ($)

 Life

 Value
 ($)

 15,000,000

 0.02

 1.19

 -

 -

 -

 ( 15,000,000
)

 Outstanding, December 31, 2023

 15,000,000

 0.02

 0.19

 -

 -

 -

 -

 Outstanding, December 31, 2024

 -

 -

 0 -

 -

 Warrant
Activity

 A
summary of warrant activity is presented below:

 SCHEDULE OF WARRANT ACTIVITY

 Remaining

 Aggregate

 Number of

 Price
 ($)

 Life

 Value
 ($)

 Outstanding, December 31, 2021

 539,793,230

 0.007

 1.40

 114,802

 1,050,666,667

 0.003

 ( 60,729,543
)

 0.002

 ( 148,975,119
)

 0.001

 1,380,755,235

 0.003

 1.40

 -

 29,500,000

 0.002

 ( 32,187,124
)

 0.010

 ( 332,841,921
)

 0.001

 Outstanding, December 31, 2023

 0.001

 2.17

 -

 Exercisable, December 31, 2023

 0.001

 2.17

 -

 NOTES

 FOR

 NOTE
8 - STOCKHOLDERS' DEFICIT (continued)

 A
summary of warrant activity is presented below:

 SCHEDULE OF WARRANT ACTIVITY

 Number
 of

Price ($)

 Life

Value ($)

 1,380,755,235

 0.003

 1.40

 -

 29,500,000

 0.001

 ( 32,187,124
)

 0.001

 ( 332,841,921
)

 0.001

 Outstanding, December 31, 2023

 0.003

 1.40

 -

 150,000,000

 0.001

 -

 ( 51,142,857
)

 0.001

 Outstanding, December 31, 2024

 0.001

 1.95

 -

 Exercisable, December 31, 2024

 0.001

 1.95

 -

the year ended December 31, 2024, the Company issued a total of 150,000,000 warrants in connection with the legal settlement Civil Action
No. 1:23-cv-03591. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

 Expected
 life of 5 years

 Volatility
 of 287 %;

 Dividend
 yield of 0 %;

 Risk
 free interest rate of 4.66 %

the year ended December 31, 2023, the Company issued a total of 1,045,226,190 warrants in connection with a new convertible promissory
note payable. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following
assumptions:

 Expected
 life of 2 years

 Volatility
 of 217 %

 Dividend
 yield of 0 %;

 Risk
 free interest rate of 390 - 478 %

 NOTES

 FOR

 NOTE
9 - INCOME TAXES

 As
of December 31, 2024, the Company had approximately $ 25,509,137 of federal net operating loss carryforwards available
to offset future taxable income. These net operating losses which, if not utilized, begin expiring in 2029. In accordance with Section
382 of the Internal Revenue Code, deductibility of the Company's net operating loss carryforwards may be subject to an annual limitation
in the event of a change of control.

 Deferred
income taxes reflect the net tax effects of net operating loss carryforwards and temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realization of
deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will
not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the
periods in which temporary differences representing net future deductible amounts become deductible.

 FASB
ASC 740 requires that a valuation allowance be established when it is "more likely than not" that all, or a portion of, deferred
tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company's
performance, the market environment in which the company operates, the length of carryback and carryforward periods, and expectations
of future profits, etc. The Company believes that significant uncertainty exists with respect to the future realization of the deferred
tax assets and has therefore established a full valuation allowance as of December 31, 2024 and 2023. The change
in the deferred tax valuation allowance increased by approximately $ 247,370 and $ 293,159 during the years ended December 31, 2024 and 2023,
respectively. The increase in 2024 and 2023 was a result of additional net operating losses.

 The
components of deferred tax assets at December 31, 2024 and 2023 are as follows:

 SCHEDULE OF DEFERRED TAX ASSETS

 2024

 2023

 Deferred income tax asset

 Net operating
 loss carryforwards

 $
 7,130,936

 $
 6,883,567

 Less:
 valuation allowance

 ( 7,130,936
)

 ( 6,883,567
)

 Net deferred tax asset

 $
 -

 $
 -

 The
Company evaluated the provisions of FASB ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise's
financial statements. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition
and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must
be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to
be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as "unrecognized
benefits." A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable is reduced) for
an unrecognized tax benefit because it represents an enterprise's potential future obligation to the taxing authority for a tax
position that was not recognized as a result of applying the provisions of FASB ASC 740. Interest costs related to unrecognized tax benefits
are required to be calculated (if applicable) and would be classified as "interest expense, net" in the statement of operations.
Penalties would be recognized as a component of "general and administrative expenses." No interest or penalties were recorded
during the years ended December 31, 2024 and 2023. As of December 31, 2024 and 2023, no liability
for unrecognized tax benefits was required to be reported.

 The
Company files income tax returns in the United States and in New York State and City. The Company is no longer subject to Federal, state
and local income tax examinations by the tax authorities for tax years prior to 2017.

 NOTES

 FOR

 NOTE
9 - INCOME TAXES (continued)

 The
reconciliation between the statutory federal income tax rate and the Company's effective rate for the years ended December 31, 2024 and 2023 is
as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2024

 2023

 Federal statutory rates

 21.0
 %

 21.0
 %

 State income taxes, net of federal benefit

 7.0
 %

 7.0
 %

 Non-deductible expenses

 ( 3
)%

 ( 3
)%

 Valuation allowance against
 net deferred tax assets

 ( 25
)%

 ( 25
)%

 Effective rate

 0.0
 %

 0.0
 %

 NOTE
10 - COMMITMENTS AND CONTINGENCIES

 The
Company may be involved in legal proceedings in the ordinary course of business. Such matters are subject to many uncertainties, and
outcomes are not predictable with assurance.

 On
December 26, 2017, we entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed. Pursuant
to this settlement agreement, we paid $ 25,000 on
January 5, 2018, and $ 25,000 on
February 5, 2018, and was required to pay an additional $ 200,000 during
2018. On December 14, 2020, the parties amended the settlement agreement to state that we were to pay the prior attorney $ 219,576. As
of the date of this Annual Report, we have made total payments of $ 75,000 toward the remaining balance.

 On June 30, 2022, we were named as a defendant in
a lawsuit filed in the Supreme Court of the State of New York, Index No. 651531/2002 by Anthony Crisci Jr. The plaintiff alleged breach
of contract and unjust enrichment relating to plaintiff's prior employment agreement with the Company. On July 19, 2023, we entered
into a settlement agreement with the plaintiff and paid plaintiff $ 30,000. The settlement has been paid in full.

 NOTES

 FOR

 NOTE
10- COMMITMENTS AND CONTINGENCIES (continued)

 On or about May 1, 2023,
Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court for the Southern District of New York (Civil
Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory notes. The case was settled on or about February
12, 2024, with an amendment to the settlement agreement signed by the parties on April 19, 2024. Under this settlement agreement, the
Company acknowledged the sum of $ 234,000 collateralized by confessions of judgment in favor of each of Brett and Christian Pezzuto in
the sum of $ 234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000 warrants, for a total of 150,000,000 warrants,
at a strike price of $ 0.001 per share for a period of five years. The GES Notes have an outstanding principal and interest balance of
$ 176,641 (the "GES Notes Sum") for each Brett and Christian Pezzuto. The GES Notes were to be converted into stock of 1329291
B.C. Ltd in connection with its proposed acquisition of GES. The Company subsequently determined not to proceed with 1329291 B.C. Ltd's
acquisition of GES. Brett and Christian Pezzuto have the right to enforce the confession of judgment plus alleged legal fees of $ 85,210.80
as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto $ 234,000 toward the settlement agreement. On July 1, 2025, the
Company paid $ 234,000 to Christian Pezzuto toward the settlement agreement. The Company's attorneys are currently negotiating the
final payment, and a settlement of the GES Notes.

 On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu of Complaint in the Supreme Court of
the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note in the principal amount of
$ 200,000, plus interest at the rate of 12 %, as well as attorney's fees. On October 29, 2024, we entered into a Settlement
Agreement and Mutual Limited Release with Mr. Lim Chap Huat and agreed to pay a total of $ 275,000 to Mr. Lim, secured by a
Confession of Judgment. On December 20, 2024, we paid $ 250,000 of the settlement debt. On January 6, 2025, we paid $ 25,000 of the
settlement debt, completing the terms of the settlement.

 NOTE
11 - SOFTWARE

 For
the year ended December 31, 2024 and 2023, we capitalized $ 52,498 and $ Nil of such costs representing the costs incurred in for the enhancement
of the GES Software.

 NOTE
12 - AGREEMENTS

 On
March 25, 2021, the Company entered into a second amended purchase agreement (APA) with Election Services Solutions. Under the second
APA the Company entered into an amended asset purchase agreement with Election Services Solutions, LLC. Under the amended APA,
the Company will purchase 100 % of the assets of Election Services Solutions, LLC and the Company will pay $ 650,000, of which $ 511,150 has
already been paid, and issue 40,000,000 common shares to purchase these assets under this second amended APA. This APA replaces
the first amended purchase agreement signed on May 10, 2019, wherein the Company was to purchase 100 % of the assets of Election
Services Solutions, LLC. The Company was to pay $ 550,000, of which $ 511,150 has already been paid, and issue 20,000,000 common
shares to purchase these assets under this first amended APA. GES derives over 80 % of its current business from Election Services Solutions.
On August 2, 2024, the Company entered into a convertible promissory note agreement with the former owner of Elections Service Solutions
managing director to finalize the purchase of GES. The note has a principal amount of $ 138,850 due on October 15, 2025, with an annual
interest rate of 12 %.

 NOTES

 FOR

 NOTE
12 - AGREEMENTS (continued)

 On
May 13, 2019, the Company entered into a joint venture agreement with Voting Portals, LLC (VP), a Florida limited liability company.
Pursuant to this agreement, the joint venture will be making use of the VP online e-voting web portal solutions and proprietary e-voting
software programs to service and fulfill GES's clients' online elections and other e-voting events pursuant to the terms
of the agreement, as well as any other ventures and relationships agreed to pursuant to the goals of the agreement. The Agreement was
amended and as part of this agreement, the Company will be issuing 10,000,000 common shares to VP for services rendered, and
VP will own 100 % of the rights to the software, while GES will be responsible for all administrative and other election procedures.
This transaction will close in the fourth quarter of 2025.

 On
January 14, 2022, GES entered into an Independent Consulting Agreement (ICA) with Magdiel Rodriquez. Under the terms of the ICA Magdiel
Rodriquez will receive 15,000,000 million common shares in return for his software expertise in the development of GES election
software. This new ICA replaces an amended MSA signed May 13, 2019 with HCAS and Magdiel Rodriquez wherein the Company was to issue a
total of 30,000,000 warrants to purchase the Company's common shares at a price of $ 0.005 as consideration for the
services of HCAS and Mr. Magdiel Rodriquez. Mr. Rodriguez has over 25 years' experience in the areas of Information Security, Enterprise
Risk Management and Compliance, Information Technology and Operations including 21 years with Visa Inc. where he performed as Senior
Business Leader of Information Security. Magdiel has extensive experience in a broad range of areas related to Information Security,
Network Engineering, and Enterprise Governance, Risk and Compliance and Payment networks within the financial industry. Management
anticipates the closing of this transaction will occur in the fourth quarter of 2025.

 On
June 27, 2019, Blockchain Valley Ventures and GES signed an amended agreement calling for a $ 25,000 CHF payment for the development
and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, wherein BVV was
to serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform
and GES would pay BVV $ 25,000 CHF payment upon completion of the engagement. This agreement replaced a June 19, 2019 engagement
letter with Blockchain Valley Ventures ("BVV") of Zug Switzerland. Under the terms of the original agreement, GES was to
pay BVV 50,000 Swiss Francs (CHF).

 GES
made payments of $ 25,000 CHF and received the working paper primarily covering the following matters:

 and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix
 Systems AG, Securosys AG and others as well as any subject matter expert to be invited by Global Election Services Inc.

 of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with
 inputs from third party blockchain technology.

 Documentation
 of the results of a) and b) in order to provide the basis of the technical development of the platform.

 of an implementation recommendation with respect to Voting on the Blockchain Platform.

 Legal
 facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation.

 Project
 Management during the engagement.

 NOTES

 FOR

 NOTE
12 - AGREEMENTS (continued)

 The
Working Paper discusses a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation;
BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain
technology experts and ICO experienced analysts and consultants. The documents created will be used by GES, to begin to create a Minimal
Viable Product. This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES.
The Working Paper was completed in 2022.

 GES
Investment in TrueVote Inc.

 On
June 15, 2019, GES entered into a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under
the terms of the agreement GES was to invest $ 50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable
at $ 0.01 for 4,500,000 common shares of the Company. The Company will receive 3 million common shares of TrueVote,
representing 30 % of TrueVote Inc. The Company on December 17, 2019 paid $ 40,000 to True Vote. Under the terms of the
agreement GES is to invest an additional $ 10,000 and the Company issue a 3 year warrant exercisable at $ 0.01 for 4,500,000 common
shares of the Company. On June 1st, 2021, TrueVote issued its White Paper "A transparent Electronic Voting System validated by
the Bitcoin Blockchain" TrueVote, Inc. is building a comprehensive end-to-end, de-centralized, completely digital voting system.
This will be based on traditional, proven database methodologies, and layered with a "checksum" that's posted on the
Blockchain, proving all data is immutable and unalterable. This design will ensure that every vote is transparently counted and verifiable.
 The transaction closed on February 27, 2023.

 The
TrueVote Voting System will be based on traditional, proven database methodologies and layered with a "checksum" that is
posted on the blockchain, proving all data is immutable and unalterable.

 True
Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX. Brett was as an e-commerce pioneer,
getting brands online and creating a new channel for sales at the beginning of the e-commerce boom. Brett co-founded Onestop Internet
in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company. Throughout his
time as Chief Technology Officer and Chief Innovation Officer at Onestop, he oversaw and managed its growth and architected and helped
build the new Onestop 2.0 platform. Prior to Onestop, Brett co-founded one of the first photo sharing companies on the Internet, ememories.com,
which was sold to PhotoWorks, one of the largest photo processing companies in the U.S. True Vote is also directed by Ped Hasid who graduated
UCLA with Magna Cum Laude Honors in 2007. Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014,
leading the technology and investment strategy for the firm. Block26 to date has financed and incubated innovative projects that aim
to enhance consumer adoption of DLT technology.

 On
June 15, 2019, GES entered a Term Sheet, and Common Stock Purchase Agreement to create a joint venture with TrueVote, Inc. Under the
terms of the agreement GES was to invest $ 50,000 into a 24 Month Debenture and issue a 3 year warrant exercisable at $ 0.01 for 4,500,000 common
shares of the Company. The Company will receive 3 million common shares of TrueVote, representing 30 % of TrueVote Inc.
The Company on December 17, 2019, paid $ 40,000 to True Vote. Under the terms of the agreement GES is to invest an additional
$ 10,000 and the Company issues a 3 -year warrant exercisable at $ 0.01 for 4,500,000 common shares of the Company.

 NOTES

 FOR

 NOTE
12 - AGREEMENTS (continued)

 On
February 27, 2023, GES entered into a First Amendment to a Convertible Promissory Note with an investor originally dated December 20,
2019. The related Stock Purchase Agreement signed December 19, 2019, wherein GES received 3,000 common shares of the 10,000 common stock
outstanding of TrueVote remained unchanged. As part of TrueVote revised transaction, new GAHC warrants were issued to the Principals
of True Vote Inc., Brett Morrison and Ped Hasid. The warrants were issued on February 27, 2023 and each individual is entitled to exercise
the warrants to purchase a maximum of 2,250,000 (Two Million, Two Hundred Fifty Thousand) fully-paid and non-assessable shares of the
GAHC Common Stock, par value $ 0.001 per share at an exercise price of $ 0.0012 per Share, replacing a previous conversion price of $0.01.
The warrants are exercisable for a period of two years from the issuance date.. The transaction closed on February 27, 2023.

 2) Tidewater
Energy Group Inc.

 On
November 19, 2019, the Company formed Tidewater Energy Group Inc., a 51 % subsidiary, formed to explore opportunities in the oil, gas,
mineral, and energy business. The Company closed Tidewater Energy Group Inc. on December 31, 2024

 3) GAHI
Acquisition Corp.

On June 7, 2019, the Company's second subsidiary, GAHI Acquisition Corp. (GAHI) was authorized by the Company's Board of
Directors to infuse an initial deposit of $ 50,000 into the subsidiary for general capital and administrative expenses. GAHI Acquisition
will be repurposed in order to explore potential new business ventures in an effort to increase shareholder value. The Company added
Mr. Jason N. Old to the GAHI Acquisition Board as a Director. On November 28, 2019, the Company's Board of Directors authorized
the termination of the transaction previously authorized to infuse an initial deposit of $ 50,000 into GAHI Acquisition for general
capital and administrative expenses and have GAHI Acquisition repurposed in order to explore opportunities in the energy and minerals
business, which may provide investment opportunities, including the possibility of providing blockchain technology software to energy
and mineral companies. GAHI Acquisition will remain a 100 % subsidiary of the Company and will focus on Blockchain related companies
for investments and acquisition. The Company closed GAHI Acquisition on September 30, 2024.

 4)
Fortis Industria, LLC

 On
January 26, 2023, the Company filed Articles of Organization with the State of Nevada to create a limited liability company called Fortis
Industria, LLC. The Company owns 90 % of the member interests. John S. Matthews, an officer and director of the Company owns 5 % of the
member interests. Fortis is currently discussing potential new acquisitions.

 5)
Enfield Exploration Corp.

 On
March 28, 2023, GES entered into a non-binding letter of intent with Enfield Exploration Corp., a corporation existing under the laws
of the Provinces of British Columbia, Albert and Ontario, whereby Enfield will acquire the business of GES. The purchase price shall
be the issuance of 10,000,000 shares of Enfield at a deemed price of $ 0.50 per share in exchange for all of the issued and outstanding
shares of GES. This transaction was terminated on September 1, 2023.

 NOTES

 FOR

 NOTE
12 - AGREEMENTS (continued)

 6)
1329291 B.C. Ltd.

 On
November 29, 2023 the Company signed an amended and restated non-binding letter of intent letter that sets out the terms and conditions
pursuant to which 1329291 B.C. Ltd. a company incorporated under the laws of the Province of British Columbia and a reporting issuer
in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, will acquire all of the issued and outstanding equity securities
and securities convertible into equity securities of Global Election Services Inc. The purchase price shall be the issuance of 22,000,000
common shares of 1329291 B.C. Ltd. at a deemed price of $ 0.25 per share in exchange for all of the issued and outstanding shares of GES.
The Company's Board of Directors terminated this Letter of Intent on September 2, 2024, after thorough due diligence.

 NOTE
13 - SUBSEQUENT EVENTS

 The
Company has evaluated subsequent events from the consolidated balance sheet date through September 26, 2025 (the consolidated financial
statements issuance date). Based upon the review, the Company did not identify other subsequent events that would have required adjustment
or disclosure in the financial statement, except for the following:

 Settlement
Agreements

 On June 30, 2022, we were named as a defendant in a lawsuit filed in the Supreme Court of the State of New York,
Index No. 651531/2002 by Anthony Crisci Jr. The plaintiff alleged breach of contract and unjust enrichment relating to plaintiff's
prior employment agreement with the Company. On July 19, 2023, we entered into a settlement agreement with the plaintiff and paid plaintiff
$ 30,000. The settlement has been paid in full.

 On or about May 1, 2023, Brett Pezzuto and Christian Pezzuto filed a complaint in the United States District Court
for the Southern District of New York (Civil Action No. 1:23-cv-03591) against the Company and GES for nonpayment of certain promissory
notes. The case was settled on or about February 12, 2024, with an amendment to the settlement agreement signed by the parties on April
19, 2024. Under this settlement agreement, the Company acknowledged the sum of $ 234,000 collateralized by confessions of judgment in favor
of each of Brett and Christian Pezzuto in the sum of $ 234,000. In addition, each of Brett and Christian Pezzuto was granted 75,000,000
warrants, for a total of 150,000,000 warrants, at a strike price of $ 0.001 per share for a period of five years. The GES Notes have an
outstanding principal and interest balance of $ 176,641 (the "GES Notes Sum") for each Brett and Christian Pezzuto. The GES
Notes were to be converted into stock of 1329291 B.C. Ltd in connection with its proposed acquisition of GES. The Company subsequently
determined not to proceed with 1329291 B.C. Ltd's acquisition of GES. Brett and Christian Pezzuto have the right to enforce the
confession of judgment plus alleged legal fees of $ 85,210.80 as of January 15, 2024. On April 22, 2025, the Company paid Brett Pezzuto
$ 234,000 toward the settlement agreement. On July 1, 2025, the Company paid $ 234,000 to Christian Pezzuto toward the settlement agreement.
The Company's attorneys are currently negotiating the final payment, and a settlement of the GES Notes.

 NOTES

 FOR

 NOTE 13
- SUBSEQUENT EVENTS (continued)

 On May 22, 2023, Lim Chap Huat filed a Motion for Summary Judgment in Lieu
of Complaint in the Supreme Court of the State of New York (Index No. 652474/2023) against the Company to collect on a promissory note
in the principal amount of $ 200,000, plus interest at the rate of 12 %, as well as attorney's fees. On October 29, 2024, we entered
into a Settlement Agreement and Mutual Limited Release with Mr. Lim Chap Huat and agreed to pay a total of $ 275,000 to Mr. Lim, secured
by a Confession of Judgment. On December 20, 2024, we paid $ 250,000 of the settlement debt. On January 6, 2025, we paid $ 25,000 of the
settlement debt, completing the terms of the settlement.

 Easterly
APA

 On
July 1, 2025, the Company entered into that certain Asset Purchase Agreement (the "Easterly APA") with GES Acquisition Corp.,
a Delaware corporation ("GES Acquisition Corp."); Global Election Services, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company ("GES"); Global Election Services Holding LLC, a Delaware limited liability company ("GES
Holding"); and Easterly CV VI LLC, a Delaware limited liability company ("Easterly").

 Asset
Purchase. Pursuant to the Easterly APA, GES Acquisition Corp. agreed to acquire substantially all of the operating assets of GES
as it relates to its business of providing technology-enabled absentee paper ballot, mail ballot, and online election services within
the United States (the "Business"). The assets being sold include all tangible and intangible property used in the Business,
contracts, intellectual property, assigned permits, accounts receivable, rights to causes of actions and warranties, purchased records,
and business goodwill. GES Acquisition Corp. will also assume certain specified liabilities. The Easterly APA excludes specific assets
and liabilities, including but not limited to GES's cash and equivalents, tax returns and refunds, retained benefit plans and employment
agreements, any contracts or permits not otherwise assigned, and any liabilities arising prior to the effective time of the Easterly
APA.

 Consideration.
The total consideration payable to the Company and its shareholders in connection with the transaction include:

 -
 $ 2.3
 million in cash, a portion of which will be used to pay or settle outstanding indebtedness
 and GES expenses at the closing of the transaction ("Closing"), in exchange for 2,453,333 shares of Series
A Convertible Preferred Stock of GES Acquisition Corp. ("Series A Stock") issued to Easterly;

 -
 4,000,000
 shares of common stock of GES Acquisition Corp. issued to GES Holding;

 -
 Forgiveness
 of $ 1.125
 million in Company and/or GES debt owed to Easterly, satisfied through the issuance of 1,200,000
 shares of Series A Stock; and

 -
 Entry
 into a $ 2.2 million credit facility agreement between Easterly and GES Acquisition Corp.,
 convertible into Series A Stock under specified conditions.

 Employment.
 Upon Closing, John Matthews and Kathryn Weisbeck will enter into employment agreements with GES Acquisition Corp., and enter into
a Non-disclosure, Non-solicitation and IP Rights Agreement. Further, John Matthews will be appointed as a director of GES Acquisition
Corp. and the Board of Directors of GES Acquisition Corp. will be limited to no more than two other persons. GES Acquisition Corp. may
offer employment to selected GES employees at its discretion; those employees will become "Hired Employees" and transition
plans are outlined for benefit coverage and COBRA compliance.

 Closing
Conditions. The transaction is subject to standard conditions, including but not limited to receipt of required stockholder approvals
by GES and the Company; repayment or settlement of all GES debt; no injunctions or governmental restriction on the transaction; and no
material adverse effect on either party from the Effective Date of the Easterly APA through Closing. Closing is also conditioned upon
the finalization and execution of all transaction documents, including a Certificate of Designations of Preferences and Rights of the
Series A Stock, debt settlement agreements, employment agreements, and the credit facility agreement.

 NOTES

 FOR

 NOTE 13
- SUBSEQUENT EVENTS (continued)

 Termination.
The Easterly APA may be terminated by mutual written consent; upon breach by any party that is not cured within the specified period;
if required stockholder approvals are not obtained; or if the transaction does not close by August 31, 2025. See "—Amendment
No. 1 to Easterly APA" below.

 Indemnification.
The Easterly APA includes mutual indemnification obligations whereby GES and Company agreed to indemnify GES Acquisition Corp. and Easterly
against liabilities arising from excluded assets or liabilities and breaches of representations. GES Acquisition Corp. and Easterly also
agreed to indemnify GES and the Company against liabilities arising from assumed obligations and breaches. Indemnification claims must
exceed $100,000 and total liability for non-fraud claims was capped at $1.375 million.

No. 1 to Easterly APA

 On
August 29, 2025, GAHI, GES Acquisition Corp., GES, Global Election Services Holding LLC, and Easterly CV VI LLC entered into that
certain Amendment No. 1 to the Easterly APA (the "Amendment") to amend Section 9.01(b) to change the "Outside
Closing Date" from August 31, 2025 to October 15, 2025. All other terms of the Easterly APA remain in full force and
effect.

 Promissory
Notes

 The
Company has received the following advances to fund working capital and transaction expenses in the form of notes.

 On
 October 2, 2024, the Company received $ 250,000 from the issuance of a Convertible Promissory
 Note with an investor. The note bears a 15 % interest rate and matures October 15, 2025.

 On
 December 13, 2024, the Company received $ 100,000 from the issuance of a Convertible Promissory
 Note with an investor. The note bears a 15 % interest rate and matures October 15 2025.

 On
 December 19, 2024, the Company received $ 170,000 from the issuance of a Convertible Promissory
 Note with an investor. The note bears a 15 % interest rate and matures October 15, 2025.

 On
 January 31, 2025, the Company received $ 200,000 from the issuance of a Convertible Promissory
 Note with an investor. The note bears a 15 % interest rate and matures October 15, 2025.

 On
 March 14, 2025, the Company received $ 125,000 from the issuance of a Convertible Promissory
 Note with a non-affiliated investor. The Note bears 12 % interest and matures on October 15,
 2025.

 On
 April 21, 2025, the Company received $ 400,000 from the issuance of a Convertible Promissory
 Note with a non-affiliated investor. The Note bears 12 % interest and matures on October 15,
 2025.

 On
 June 30, 2025, the Company received $ 400,000 from the issuance of a Convertible Promissory
 Note with a non-affiliated investor. The Note bears 12 % interest and matures on October 15,
 2025.

 On
 August 22, 2025, the Company received $ 150,000 from the issuance of a Convertible Promissory
 Note with a non-affiliated investor. The Note bears 12 % interest and matures on October 15,
 2025.

 The
Company used (i) $ 270,000 of the proceeds from the above notes to pay the Lim settlement; (ii) $ 234,000 of the proceeds to pay the Brett
Pezzuto settlement, and (iii) $ 234,000 of the proceeds to pay the Christian Pezzuto settlement.

 In
addition, since January 1, 2025, the Company raised $ 244,500 through the issuance of promissory notes, as disclosed below:

 On
 February 19, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in
 the principal amount of $ 115,000 with an OID of $ 15,000 to a non-affiliate. The Note bears 12 % interest and is convertible
 at a $ 9,375,000 valuation and matures on October 15, 2025.

 On
 March 10, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the
 principal amount of $ 7,500 to a non-affiliate. The Note bears 12 % interest and is convertible
 at a $ 9,375,000 valuation and matures on October 15, 2025.

 On March 12, 2025, Global Election Services, Inc. issued a Convertible Promissory Note in the principal amount of
$ 22,500 to a non-affiliate. The Note bears 12 % interest and is convertible at a $ 9,375,000 valuation and matures on October 15, 2025.

 On
 March 12, 2025, Global Election Services, Inc. issued an Original Issue Discount Convertible Promissory Note in the principal amount
 of $ 27,500
 with an OID of $ 2,500 to a non-affiliate. The Note bears 12 %
 interest and is convertible at a $ 9,375,000
 valuation and matures on October
 15, 2025.

 On
 June 6, 2025, Global Election Services entered into a loan agreement with a non-affiliate
 in the amount of $ 87,000 at 6 %. The Company will repay the loan in 28 weekly fixed payments
 of $ 3,107.

 On September 5, 2025, Global Election Services entered into a loan agreement with a non-affiliate in the amount of
$ 50,750 at 6 %. The Company will repay the loan 21 weekly fixed payments of $ 2,414.

 Certificate of Correction to Certificate of Incorporation

 Subsequent
to December 31, 2024, management discovered an error in its filings with the Delaware Secretary of State's office. At the
Company's 2018 annual meeting of stockholders held on November 16, 2018, the Company's stockholders voted to approve a
 1-for-4 reverse stock split of the Company's outstanding common shares (the "Abandoned Reverse Split"). In order
to effectuate the Abandoned Reverse Split in the market, the Company was required to (i) file with the Delaware Secretary of State a certificate
of amendment to its certificate of incorporation (a "Certificate of Amendment"), and (ii) have the Abandoned Reverse
Split processed by the Financial Industry Regulatory Authority ("FINRA").

 On
December 19, 2018, the Company erroneously filed with the Delaware Secretary of State a Certificate of Amendment (the
"December 2018 Amendment") that purported to effectuate the Abandoned Reverse Split, although the Abandoned Reverse
Split had not yet been processed by FINRA, as required. As previously disclosed in the Company's Current Report on Form 8-K filed on March
14, 2019 with the Securities and Exchange Commission, on March 13, 2019, the Company withdrew its FINRA application relating to the
Abandoned Reverse Split, as the Board determined that it would not proceed with the Abandoned Reverse Split.

 Although
the Company did not intend to effectuate, and disclosed that it would not proceed with, the Abandoned Reverse Split, the Company failed
to file a certificate of correction with the Delaware Secretary of State to nullify the December 2018 Amendment. In order to correct
this, on September 25, 2025, the Company filed with the Delaware Secretary of State a certificate of correction to the December 2018
Amendment to nullify the December 2018 Amendment, as the Abandoned Reverse Split had not been processed by FINRA, as required.

 The
information presented in this Annual Report on Form 10-K does not give effect to the Abandoned Reverse Split.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None

 ITEM
9A. CONTROLS AND PROCEDURES

 Controls
and Procedures

the year ended December 31, 2024, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Evaluation
of Disclosure Controls and Procedures

 Under
the supervision and with the participation of our management, including our chief executive officer and principal financial officer,
we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e)
promulgated under the Exchange Act, as of December 31, 2024. Based on this evaluation, our chief executive officer and principal financial
officer have concluded such controls and procedures were not effective as of December 31, 2024 to ensure that information required to
be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and forms and to ensure that information required to be disclosed by an issuer
in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including
its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.

 A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented
or detected on a timely basis. In the course of making our assessment of the effectiveness of internal control over financial reporting,
we identified material weaknesses in our internal control over financial reporting as follows.

 The
 relatively small number of employees who are responsible for accounting functions prevents us from segregating duties within our
 internal control system.

 Our
 internal financial staff lack expertise in identifying and addressing complex accounting issued under U.S. GAAP.

 Upon
receiving adequate financing, we plan to increase our controls in these areas by hiring more employees in financial reporting and establishing
an audit committee.

 A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. The design of any system of controls is also based in part on certain assumptions regarding the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls
will succeed in achieving their stated goals under all potential future conditions.

 Important
Considerations

 The
effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent
limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness
of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of
compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any
system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors
or fraud or in making all material information known in a timely manner to the appropriate levels of management.

 ITEM
9B. OTHER INFORMATION

 (a)

 Subsequent to December 31, 2024, management discovered
an error in its filings with the Delaware Secretary of State's office. At the Company's 2018 annual meeting of stockholders
held on November 16, 2018, the Company's stockholders voted to approve a 1-for-4 reverse stock split of the Company's outstanding
common shares (the "Abandoned Reverse Split"). In order to effectuate the Abandoned Reverse Split in the market, the Company
was required to (i) file with the Delaware Secretary of State a certificate of amendment to its certificate of incorporation (a "Certificate
of Amendment"), and (ii) have the Abandoned Reverse Split processed by the Financial Industry Regulatory Authority ("FINRA").

 On December 19, 2018, the Company erroneously filed
with the Delaware Secretary of State a Certificate of Amendment (the "December 2018 Amendment") that purported to effectuate
the Abandoned Reverse Split, although the Abandoned Reverse Split had not yet been processed by FINRA, as required. As previously disclosed
in the Company's Current Report on Form 8-K filed on March 14, 2019 with the Securities and Exchange Commission, on March 13, 2019,
the Company withdrew its FINRA application relating to the Abandoned Reverse Split, as the Board determined that it would not proceed
with the Abandoned Reverse Split.

 Although the Company did not intend to effectuate,
and disclosed that it would not proceed with, the Abandoned Reverse Split, the Company failed to file a certificate of correction with
the Delaware Secretary of State to nullify the December 2018 Amendment. In order to correct this, on September 26, 2025, the Company filed
with the Delaware Secretary of State a certificate of correction to the December 2018 Amendment to nullify the December 2018 Amendment
(the "Certificate of Correction"), as the Abandoned Reverse Split had not been processed by FINRA, as required.

 The information presented in this Annual Report on
Form 10-K does not give effect to the Abandoned Reverse Split.

 The description of the Certificate of Correction is qualified in its entirety
by reference to the full text of the Certificate of Correction, which will be filed as an exhibit to the Company's next periodic report, and
is incorporated herein by reference.

 (b)
 the quarter ended December 31, 2024, no director or officer of the Company adopted or terminated
 a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement,"
 as each term is defined in Item 408(a) of Regulation S-K.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Below
is certain information regarding our executive officers and directors:

 Name

 Position

 Term(s)
 of Office

 John Matthews

 Chief Executive Officer

 March 20, 2014 to present

 Chairman of the Board

 January 3, 2012

 Chief Financial Officer

 April 10, 2016 to present

 Facundo Bacardi

 November 7, 2011 to present

 Martin Doane

 November 7, 2011 to present

 Certain
Biographical Information Regarding Executive Officers and Directors

 John
Matthews, age 63, has served as the Chief Executive Officer, Chief Financial Officer, and director of Global Arena Holding Inc. Mr. Matthews
has served as the Chairman of Global Election Services since 2015 and a Director of GAHI Acquisition Corp. since 2015 and as a Director
in Tidewater Energy Group since 2019. In these positions, he has directed the investment into Blockchain Technologies Corp and has initiated
the upgraded elections software and hardware applications covering registration, election tabulation, and reporting. Mr. Matthews has
been involved in United States politics since the 1980s, having worked on and for numerous State, Congressional and Presidential elections.
Mr. Matthews worked on Senator Daniel Patrick Moynihan's campaign for the U.S. Senate in 1988 and concurrently served as Senator
Moynihan's Director of the Senator's New York Office acting as the Senator's senior Ombudsman and was responsible for
all constituent services and legislative initiatives. Mr. Matthews served as an officer in various United States broker dealers from
1992 to 2014. He received a BA from Long Island University in 1987.

 Facundo
Bacardi, age 78, is a current shareholder and member of the family that owns and controls Bacardi Ltd., a worldwide liquor manufacturer
and distributor. From 1979 to 1991, he was in charge of Bacardi's manufacturing and distribution division for Nassau, Brazil, Trinidad
and Central America. Currently, Mr. Bacardi serves as a director of Suramericana de Inversiones, S.A., an investment company located
in Panama, and has served in that capacity since 1990.

 Martin
J. Doane, age 56, is a director of Global Arena Holdings Corp. since November 7, 2011. He has been a founding partner and CEO of Ubequity
Capital since 2006. He served as vice president and secretary of Northern Empire Energy Corporation from March 20, 2012, to September
4, 2013. He was the chief executive officer of Adenyo Inc. from 2004 through 2009. He has served as the chief executive officer of MeeMee
Media Inc. since April 2013. He was the vice president and secretary of EnDev Holdings Inc. from July 2010 to April 2013. Mr. Doane
is a graduate of the University of Western Ontario and holds an LL.B. from Osgoode Hall Law School.

 Board
Composition

 Our
business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors,
subject to our articles of incorporation and our bylaws. Currently, our Board of Directors consists of three directors: Messrs. Matthews,
Bacardi and Doane.

Independence

 Our
Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning
his or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not
have a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities
and that each of these directors is "independent" as that term is defined under the listing standards of The Nasdaq Stock
Market, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company's Board of Directors is independent.

 Board
Leadership Structure and Board's Role in Risk Oversight

 Our
Board of Directors has a Chairman, Mr. Matthews. The Chairman has authority, among other things, to preside over Board meetings and set
the agenda for Board meetings. Accordingly, the Chairman has substantial ability to shape the work of our Board of Directors. Mr. Matthews
also serves as our Chief Executive Officer and Chief Financial Officer. We believe that separation of the roles of Chairman and Chief
Executive Officer is not necessary at this time to ensure appropriate oversight by the Board of Directors of our business and affairs.
However, no single leadership model is right for all companies and at all times. The Board of Directors recognizes that depending on
the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate. Accordingly,
the Board of Directors may periodically review its leadership structure. In addition, the Board of Directors will hold executive sessions
in which only independent directors are present.

 Our
Board of Directors is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.
Our principal source of risk falls into two categories, financial and product commercialization. The audit committee will oversee management
of financial risks; our Board of Directors regularly reviews information regarding our cash position, liquidity and operations, as well
as the risks associated with each. The Board of Directors regularly reviews plans, results and potential risks related to our product
development and commercialization efforts. Our compensation committee is expected to oversee risk management as it relates to our compensation
plans, policies and practices for all employees including executives and directors, particularly whether our compensation programs may
create incentives for our employees to take excessive or inappropriate risks which could have a material adverse effect on us.

 Committees
of the Board of Directors

 We
do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors
believes that it is not necessary to have standing audit, nominating or compensation committees at this time because the functions of
such committees are adequately performed by our board of directors.

 Delinquent
Section 16(a) Reports

 Under
Section 16(a) of the Exchange Act, an executive officer, director, or greater-than-10% shareholder of the Company must file initial reports
of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Executive officers,
directors and greater-than-10% shareholders are required to furnish the Company with copies of all Section 16(a) reports they file. Our
current executive officers and directors have not filed forms required to be filed under Section 16 of the Exchange Act. We are working
with our executive officers and directors to file the past due forms.

 Procedures
for Contacting the Board

 The
Board has established a process for stockholders and other interested parties to send written communications to the Board, the independent
directors, a particular committee or to individual directors, as applicable. Such communications should be sent by U.S. mail addressed
to:

Arena Holding, Inc. Board of Directors

 c/o
Global Arena Holding, Inc.

 Attention:
Corporate Secretary

 1159
2 nd Avenue, Ste. 454

 New
York, NY 10065

 The
Board has instructed the Corporate Secretary to promptly forward all communications so received to the full Board, the independent directors
or the individual Board member(s) specifically addressed in the communication. Comments or questions regarding our accounting, internal
controls or auditing matters, our compensation and benefit programs, or the nomination of directors and other corporate governance matters
will remain with the full Board.

 Depending
on the subject matter, the Company's Corporate Secretary will:

 Forward
 the communication to the director or directors to whom it is addressed;

 Attempt
 to handle the inquiry directly, for example, where it is a request for information about
 our Company or if it is a stock-related matter; or

 Not
 forward the communication if it is primarily commercial in nature or if it relates to a topic
 that is not relevant to the Board or a particular committee or is otherwise improper.

 Procedures
for Recommending, Nominating and Evaluating Director Candidates

 Recommending
Director Candidates for Nomination by the Board

 The
Board will consider director candidates recommended by stockholders. A stockholder who wishes to recommend a director candidate for nomination
by the Board at an annual meeting of stockholders or for vacancies of the Board that arise between annual meetings must provide the Board
with sufficient written documentation to permit a determination by the Board whether such candidate meets the required and desired director
selection criteria set forth in our bylaws. Such documentation and the name of the director candidate should be sent by U.S. mail to:

Arena Holding, Inc. Board of Directors

 c/o
Global Arena Holding, Inc.

 Attention:
Corporate Secretary

 1159
2 nd Avenue, Ste. 454

 New
York, NY 10065

 Nominating
Director Candidates

 For
director nominations to be properly brought before an annual meeting of stockholders by a stockholder, the stockholder must give timely
notice in proper written form to the Secretary, consistent with the Company's bylaws.

 Evaluating
Director Candidates

 The
Board has no formal guidelines or policy with regard to the consideration of any director candidates recommended by shareholders. The
Board will consider several factors when evaluating the appropriate characteristics of candidates for service as a director. The Board
initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the Board.
At a minimum, director candidates must demonstrate high standards of ethics, integrity, independence, sound judgment, strength of character,
and meaningful experience and skills in business or other appropriate endeavors. In addition to these minimum qualifications, the Board
considers other factors it deems appropriate based on the current needs and desires of the Board, including specific business and professional
experience that is relevant to the Board's needs, including, but not limited to, Board diversity. A member of the Board will contact,
for further review, those candidates who the Board believes are qualified, who may fulfill a specific Board need and who would otherwise
best make a contribution to the Board. The Board is responsible for conducting, with the assistance of the Corporate Secretary, and subject
to applicable law, any inquiries into the background and qualifications of the candidate. Based on the information the Board learns during
this process, it determines which nominee(s) to submit for election. The Board uses a comparable process for evaluating all director
candidates, regardless of the source of the recommendation.

 The
Board may use, as it deems appropriate or necessary, an outside consultant to identify and screen potential director candidates. No outside
consultants were used during the fiscal year ended December 31, 2024 to identify or screen potential director candidates. The Board will
reassess the qualifications of a current director, including the director's attendance and contributions at Board and committee
meetings, prior to recommending a director for reelection.

 Code
of Ethics

 We
have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. Our code of ethics applies to
our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar
functions. We believe that our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct, provide
full, fair, accurate, timely and understandable disclosure in public reports, comply with applicable laws, ensure prompt internal reporting
of violations, and provide accountability for adherence to the provisions of the code of ethics. We intend to disclose any amendments
to our code of ethics, or waivers of its requirements, on our website or in filings under the Exchange Act to the extent required by
applicable rules and/or exchange requirements.

 Indemnification

 The
Company shall indemnify to the fullest extent permitted by, and in the manner permissible under the laws of the State of Delaware, any
person made, or threatened to be made, a party to an action or proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he is or was a director or officer of the Company, or served any other enterprise as director, officer or
employee at the request of the Company.

 The
board of directors, in its discretion, shall have the power on behalf of the Company to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact that he/she is or was an employee of the Company.

 Insofar
as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceedings) is asserted by such director, officer, or controlling person in connection with
any securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such issues.

 INDEMNIFICATION
OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC
POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table sets forth certain information as to the compensation of our executive officers.

 2024
Summary Compensation Table

 Name and Principal Position

 Year

 Salary

($)

 Stock
 Awards
($)

 Option
 Awards
($)

 All
 Other Compensation
($)

 Total

($)

 John Matthews

 2024

 147,067
 (1)

 -

 -

 -

 147,067

 CEO and CFO

 2023

 121,402
 (2)

 -

 -

 -

 121,402

 (1)

 Mr.
 Matthews received $0 as his salary from the Company and $147,067 from GES.

 (2)

 Mr.
 Matthews received $0 as his salary from the Company and $121,402 from GES.

 Outstanding
Equity Awards at Fiscal Year End

 There
were no equity awards outstanding at December 31, 2024.

Compensation

 The
following table sets forth certain information as to the compensation paid to our non-employee directors.

 2024
Director Compensation Table

 Name

 Year

 Salary

($)

 Stock
 Awards
($)

 Option
 Awards
($)

 All
 Other Compensation
($)

 Total

($)

 Facundo Bacardi

 2024

 -

 -

 -

 -

 -

 Martin Doane

 2024

 -

 -

 -

 -

 -

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth, as of September 26, 2025, the number and percentage of our outstanding shares of common stock owned by (i)
each person known to us to beneficially own more than 5% of its outstanding common stock, (ii) each director, (iii) each named executive
officer, and (iv) all officers and directors as a group. As of September 26, 2025, there were 1,695,351,226 shares of common stock outstanding.
The address of each executive officer and director is c/o Global Arena Holding, Inc., 1159 2 nd Avenue, Suite 454, New York,
NY 10065.

 Name and Address

 Percentage

 John Matthews

 4,820,170
 (1)

 *

 Facundo Bacardi

 3,056,891
 (1)

 *

 Martin Doane

 3,056,891
 (1)

 *

 All Executive Officers and Directors as a Group
 (4 persons)(2)

 10,933,952
 (3)

 *

 *
Less than 1%.

 (1)
 In addition, each of Messrs. Matthews, Bacardi and Doane holds 120,000 shares of the Company's Series C preferred stock. Each
share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted to a vote of the Company's
stockholders.

 (2)
 Includes Kathryn Weisbeck, President of GES.

 (3)

 In addition, insiders (i.e., Mr. Matthews, Mr. Bacardi, Mr. Doane and Ms. Weisbeck) hold an aggregate of 480,000 shares of the Company's
Series C preferred stock. Each share of Series C preferred stock entitles the holder thereof to cast 5,000 votes on all matters submitted
to a vote of the Company's stockholders. Therefore, collectively, insiders hold over a majority of the Company's voting power
through their ownership of Series C preferred shares.

 EXISTING
EQUITY COMPENSATION PLAN INFORMATION

 The
table below shows information with respect to our equity compensation plans as of December 31, 2024.

 Plan category

 Number
 of
 securities
 to
 be issued
 upon
 exercise
 of
 outstanding
 options,
 warrants
 and
 rights
 (a)

 Weighted-
 average
 exercise
 price of
 outstanding
 options,
 warrants
 and
 rights (b)

 Number
 of
 securities
 remaining
 available
 for
 future
 issuance
 under
 equity
 compensation
 plans
 (excluding
 securities
 reflected
 in
 column
 (a)) (c)

 Equity compensation plans approved
 by security holders

 -

 $
 N/A

 -

 Equity compensation plans not approved by security
 holders

 -

 $

 -

 In
June 2011, the Board of Directors adopted a Stock Awards Plan ("Plan"). The purpose of the Plan was to attract, retain and
motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and
reward opportunities. The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights,
restricted stock awards, phantom stock awards, or any combination of the foregoing. The total number of shares of stock reserved for
issuance under the Plan is 3,000,000. The Company no longer intends to make any grants under the Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 We
do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions.
When such transactions arise, they are referred to our board of directors for consideration.

Independence

 Our
Board of Directors has undertaken a review of the independence of each director. Based on information provided by each director concerning
his or her background, employment and affiliations, our Board of Directors has determined that (i) Messrs. Bacardi and Doane do not
have a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities
and that each of these directors is "independent" as that term is defined under the listing standards of The Nasdaq Stock
Market, and (ii) Mr. Matthews is not an independent director. Accordingly, a majority of the Company's Board of Directors is independent.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Audit
Fees

 The
aggregate fees billed for the years ended December 31, 2024 and 2023 for professional services rendered by Raul Carrega (PCAOB # 1939)
for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q
or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the periods
ended December 31, 2024 and 2023 were $80,500 and $23,500, respectively.

 Audit
related fees

 The
aggregate fees billed for the years ended December 31, 2024 and 2023 for assurance and related services by Raul Carrega that are reasonably
related to the performance of the audit or review of the Company's financial statements for those fiscal years were included in
the above listed were $0 and $0, respectively.

 Tax
Fees

 We
incurred aggregate tax fees and expenses from Raul Carrega during the years ended December 31, 2024 and 2023 for professional services
rendered for tax compliance, tax advice, and tax planning of $0 and $0, respectively.

 All
Other Fees

 The
board of directors, acting as the Audit Committee considered whether, and determined that, the auditor's provision of non-audit
services was compatible with maintaining the auditor's independence. All of the services described above for fiscal year 2024 were
approved by the board of directors pursuant to its policies and procedures.

 Pre-Approval
Policies and Procedures

 Our
Board pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by
our Board before the respective services were rendered.

 Our
Board has considered the nature and amount of fees billed by our independent registered public accounting firm and believes that the
provision of services for activities unrelated to the audit is compatible with maintaining their independence.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)(1)
List of financial statements included in Part II hereof

 Balance
Sheets, December 31, 2024 and 2023

of Operations for the years ended December 31, 2024 and 2023

of Stockholders' Equity (Deficit) for the years ended December 31, 2024 and 2023

of Cash Flows for the years ended December 31, 2024 and 2023

 Notes
to the Financial Statements

 (a)(2)
List of Financial Statement schedules included in Part IV hereof: None.

 (a)(3)
Exhibits

 EXHIBIT
 NO.

 DESCRIPTION

 FILED
 OR FURNISHED WITH

 DATE
 FILED OR FURNISHED

 2.1

 Form
 of Agreement and Plan of Merger between Dickie Walker Marine, Inc., a California corporation and Dickie Walker Marine, Inc., a Delaware
 Corporation

 Form SB-2

 February 11, 2002

 2.2

 Acquisition

 February 8, 2005

 2.3

 No. 2 to Acquisition Agreement

 July 20, 2005

 2.4

 Share
 Change Agreement

 April 13, 2006

 2.5

 and Plan of Reorganization, entered into as of January 19, 2011, by and between Global Arena Holding Subsidiary Corp. and China Stationery
 and Office Supply, Inc.

 January 25, 2011

 2.6

 Share
 Purchase Agreement, entered into as of July 13, 2012, by and among Broad Sword Holdings, LLC, JSM Capital Holding Corp. and Global
 Arena Holding, Inc.

 July 20, 2012

 3.1

 of Incorporation for Dickie Walker Marine, Inc. as filed with the Delaware Secretary of State on February 4, 2002

 Form SB-2

 February 11, 2002

 3.2*

 Certificate of Merger, filed with Delaware Secretary of State on February 28, 2002

 Filed

 3.3*

 Certificate of Designations for Preferred Stock, filed with Delaware Secretary of State on May 15, 2006

 Filed

 3.4*

 Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on May 12, 2011

 3.5*

 Certificate of Merger, filed with Delaware Secretary of State on May 12, 2011

 Filed

 3.6*

 of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State
 on May 19, 2016

 Filed

 3.7*

 Certificate of Designations for Preferred Stock, filed with Delaware Secretary of State on August 23, 2017

 Filed

 3.8*

 Certificate of Amendment of Certificate of Incorporation, filed with Delaware Secretary of State on December 19, 2018

 Filed

 3.9

 Bylaws
 of the California corporation as adopted by its Board of Directors on October 10, 2000

 Form SB-2

 February 11, 2002

 3.10

 Amended
 and Restated Bylaws of the Delaware corporation as adopted by its Board of Directors May 1, 2002

 Form SB-2/A

 May 13, 2002

 3.11

 of Designation for Preferred Stock

 Form

 April
 13, 2006

 3.12

 of Amendment of Certificate of Incorporation of Dickie Walker Marine, Inc.

 Form

 July
 20, 2006

 3.13*

 Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on January 6, 2020

 3.14*

 Amended and Restated Certificate of Designation, Preferences, Rights and Limitations of Series B Preferred Stock, filed with the Delaware Secretary of State on January 6, 2020

 3.15*

 Certificate of Amendment of Certificate of Incorporation, filed with the Delaware Secretary of State on November 5, 2021

 3.16

 of Designation for Series C Preferred Shares filed with the State of Delaware on July 27, 2022

 Form

 July
 29, 2022

 3.17

 of Amendment filed 9/22/2022

 Form

 October
 7, 2022

 4.1

 Specimen
 stock certificate representing shares of common stock of the Company

 Form
 SB-2/A

 April
 18, 2002

 4.2

 Form
 of Representative's Warrant

 Form
 SB-2

 4.3

 Placement
 Agent's Warrant

 Form
 SB-2

 4.4

 Form
 of Investor Note from 2001 Private Placement

 Form
 SB-2

 4.5

 Selling
 Agent Agreement

 Form

 29, 2004

 4.6

 Investor
 Promissory Note

 Form

 29, 2004

 4.7

 Investor
 Warrant

 Form

 29, 2004

 4.8

 Placement
 Agent's Warrants

 Form

 29, 2004

 4.11

 2011
 Stock Awards Plan

 Form
 S-8

 July
 6, 2011

 10.1

 $50,000
 Promissory Note in favor of Gerald W. Montiel dated January 15, 2002

 Form
 SB-2

 10.2

 $45,000
 Promissory Note in favor of Gerald W. Montiel dated January 31, 2002

 Form
 SB-2

 10.3

 Form
 of Reimbursement Agreement between Gerald W. Montiel and the Company dated February 1, 2002

 Form
 SB-2

 10.4

 License
 Agreement between Gerald W. Montiel and the Company dated February 1, 2001

 Form
 SB-2

 10.5

 Strategic
 Alliance Agreement with West Marine Products, Inc. dated October 19,2001 (Confidential Treatment
 Requested)

 Form
 SB-2/A

 May
 13, 2002

 10.6

 Facility
 Lease Agreement with WHMF dated February 1, 2002 for the facility located at 1414 South Tremont
 Street, Oceanside, California

 Form
 SB-2

 10.7

 2002
 Equity Incentive Plan

 Form
 SB-2

 10.9

 Form
 of Employment Agreement with Gerald W. Montiel dated February 1, 2002

 Form
 SB-2

 10.10

 Equipment
 Lease Agreement with Emtex Leasing Corporation dated April 4, 2001

 Form
 SB-2

 10.11

 Form
 of Stockholder Rights Agreement

 Form
 SB-2/A

 April
 1, 2002

 10.12

 Lease

 Form

 20, 2002

 10.16

 Separation
 Agreement and Complete Release

 Form

 October
 21, 2003

 10.19

 to Strategic Alliance Agreement

 Form

 17, 2003

 10.20

 Form
 of Parent Support Agreement

 February 8, 2005

 10.21

 Form
 of Lock-Up Agreement

 February 8, 2005

 10.22

 Consulting
 Agreement with Gerald Montiel

 February 8, 2005

 10.23

 Form
 of Incentive Stock Option Grant Under DWM 2002 Equity Incentive Plan

 Form S-4

 May 10, 2005

 10.24

 Form
 of Non-Qualified Stock Option Grant Under DWM 2002 Equity Incentive Plan

 Form S-4

 May 10, 2005

 10.25

 Mutual
 Lease Agreement

 October 14, 2005

 10.26

 Form
 of Employment Agreement with Gerald W. Montiel

 April 13, 2006

 10.27

 Form
 of Employment Agreement with Javier Vidrio

 April 13, 2006

 10.28

 Form
 of Consulting Agreement with Montiel Marketing Group

 April 13, 2006

 10.29

 and Plan of Reorganization

 January 25, 2011

 10.30

 Assignment
 and Assumption and Management Agreement

 January 25, 2011

 10.31

 Purchase Agreement

 January 7, 2013

 10.32

 1 to Securities Purchase Agreement

 January 25, 2013

 10.33

 of Sale

 January 31, 2013

 10.34

 Member
 Interests Purchase Agreement by and between the Company and Courtney Smith

 March 19, 3013

 10.35

 and Investor Rights Agreement

 May 10, 2013

 10.36

 Subordinated Promissory Note and Conversion Agreement between the Company and Jia Hui New Climate Investment Ltd.

 Form 8-K/A

 December 5, 2013

 10.37

 Warrant
 to purchase common stock issued to Jia Hui New Climate Investment Ltd.

 December 4, 2013

 10.38

 Settlement
 agreement between the Company, GAIM and FireRock

 December 12, 2013

 10.39

 Promissory Note and Warrant Purchase Agreement

 December 19, 2014

 10.40

 Master
 Services Agreement with HCAS

 January 29, 2018

 10.41

 purchase agreement with UAHC Ventures

 December 22, 2017

 10.42

 promissory note with UAHC Ventures

 December 22, 2017

 10.43

 Warrant
 issued to UAHC

 December 22, 2017

 10.44

 John
 Matthews GAHC Chairman agreement

 10.45

 John
 Matthews GAHC employment agreement

 10.46

 Kathryn
 Weisbeck GAHC employment agreement

 10.47

 John
 Matthews GES Chairman agreement

 10.48

 John
 Matthews GES employment agreement

 10.49

 Kathryn
 Weisbeck GES employment agreement

 10.50

 Stock
 purchase agreement with Nikolaos Spanos

 October 21, 2015

 10.51

 John
 Matthews GAHC employment agreement

 August 11, 2015

 10.52

 Anthony
 Crisci GAHC employment agreement

 August 11, 2015

 10.53

 Kathryn
 Weisbeck GAHC employment agreement

 August 11, 2015

 10.54

 promissory note and warrant purchase agreement with Apollo Capital

 July 6, 2015

 10.55

 promissory note with Apollo Capital

 July 6, 2015

 10.56

 promissory note with Capitoline Ventures II

 July 6, 2015

 10.57

 Consulting
 agreement with Complete Advisory Partners

 June 24, 2015

 10.58

 Allonge
 Agreement with St. George Investments LLC dated 1/7/19

 Form 8-K/A

 January 15, 2019

 10.59

 1 st Amendment
 to Allonge Agreement with St. George Investments LLC dated 2/6/19

 Form 8-K/A

 February 13, 2019

 10.60

 Amendment to Convertible Promissory Note dated February 27, 2023 by TrueVote, Inc. and Global Election Services, Inc.

 March 9, 2023

 10.61

 Hasid Warrant dated February 27, 2023

 March 9, 2023

 10.62

 Morrison Warrant dated February 27, 2023

 March 9, 2023

 10.63

 Settlement
 Agreement and Mutual Release between Global Arena Holding, Inc. and Global Election Services, and Brett and Christian Pezzuto dated
 February 12, 2024

 Form 10-K/A

 July 11, 2024

 10.64

 to Settlement Agreement and Mutual Release between Global Arena Holding, Inc. and Global Election Services, and Brett and Christian
 Pezzuto dated April 19, 2024

 Form 10-K/A

 July 11, 2024

 10.65

 Asset Purchase Agreement, dated as of July 1, 2025, by and among GES Acquisition Corp., Global Arena Holding, Inc., Global Election Services, Inc., Global Election Services Holding LLC, and Easterly CV VI LLC.

 July 8, 2025

 10.66

 Amendment No. 1 to Asset Purchase Agreement, dated as of August 29, 2025, by and among GES Acquisition Corp., Global Arena Holding, Inc., Global Election Services, Inc., Global Election Services Holding LLC, and Easterly CV VI LLC.

 September 5, 2025

 14.1

 Code
 of Ethics

 Form 10-KSB

 December 17, 2003

 21.1*

 List
 of Subsidiaries

 31.1*

 Certification
 of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification
 of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification
 of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 Furnished

 101.INS*

 101.SCH*

 Schema Document

 101.CAL*

 Calculation Linkbase Document

 101.DEF*

 Definition Linkbase Document

 101.LAB*

 Label Linkbase Document

 101.PRE*

 Presentation Linkbase Document

 104*

 Cover page interactive

Management contract or compensatory plan or arrangement.

 *
Filed herewith.

 **
Furnished herewith.

 ITEM
16. 10-K SUMMARY

 As
permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Arena Holding, Inc.

 Date:
 September 26, 2025

 By:

 /s/
 John S. Matthews

 Name:

 John
 S. Matthews

 Title:

 Chief
 Executive Officer and Chief Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 John S. Matthews

 Chief
 Executive Officer, Chief Financial Officer and Chairman of the Board (principal executive officer, principal financial officer, and
 principal accounting officer)

 September
 26, 2025

 John
 S. Matthews

 /s/
 Facundo Bacardi

 September
 26, 2025

 Facundo
 Bacardi

 /s/
 Martin Doane

 September
 26, 2025

 Martin
 Doane