GLOBAL ARENA HOLDING, INC.

208 East 51st Street, Suite 112

New York, NY 10022

(646) 801-6146

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 11, 2019

Dear Stockholder:

You are cordially invited to attend the 2019 Annual Meeting of Stockholders (which we refer to as the “Annual Meeting”) of Global Arena Holding, Inc., a Delaware corporation (which we refer to as “we,” “us,” “our,” or the “Company”), to be held at the Kimberly Hotel, 145 E. 50th St., New York, New York 10022 at 10:00 a.m. local time, on October 11, 2019.

At the Annual Meeting, you will be asked to consider and vote upon the following proposals to: (1) elect three (3) directors to serve for the ensuing year as members of the Board of Directors of the Company, (2) authorize an increase in the Company’s authorized capital stock to 2,000,000,000 (two billion); (3) ratify the appointment of Raul Carrega, CPA as our independent registered public accounting firm for the fiscal year ending December 31, 2019 and (4) transact such other business as may properly come before the Annual Meeting or at any continuation, postponement or adjournment thereof. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement describe these matters in more detail. We urge you to read this information carefully.

The Company currently has 985,539,957 common shares outstanding out of our 1,000,000,000 (one billion) authorized shares.

The Board of Directors recommends a vote: FOR each of the three (3) nominees for director named in the Proxy Statements, FOR the authorization of the increase in authorized capital stock of the Company to 2,000,000,000 (two billion), and FOR the ratification of the appointment of Raul Carrega, CPA as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

Whether or not you attend the Annual Meeting in person, and regardless of the number of shares of Global Arena Holding, Inc. that you own, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to vote your shares of common stock by promptly marking, dating, signing, and returning the accompanying proxy card via mail or fax. Voting by written proxy will ensure that your shares are represented at the Annual Meeting.

On behalf of the Board of Directors of Global Arena Holding, Inc., we thank you for your participation.

Sincerely,

/s/ John Matthews

John Matthews

Chief Executive Officer/President

GAHC Company Overview

Global Arena Holding Inc. (GAHI) is a holding company, focusing on financial services and technology software companies. The Company is focused on acquiring technologies, patents and companies having the ability to leverage the blockchain crypto technology. The Company, through Global Election Services, Inc. (GES), provides technology-enabled election services primarily for organized labor associations. GAHI Acquisition Corp. is the subsidiary of the Company. The Company was a financial services firm.

(EDGAR Online via COMTEX) -- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking Statements

Statements in this Management's Discussion and Analysis of Financial Condition and Results of Operation, as well as in certain other parts of this Quarterly Report on Form 10-Q (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 made pursuant to the safe harbor provisions of the Private Litigation Reform Act of 1995. 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 the Company's ability to estimate the impact of competition and of industry consolidation and risks, uncertainties and other factors set forth in the Company's filings with the Securities and Exchange Commission, including without limitation to our Annual Report on Form 10-K.

GAHI undertakes no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q.

Critical Accounting Policies

The Company's financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. 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. Critical accounting policies for the Company 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 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 and GAHI Acquisition Corp. All significant intercompany accounts and transactions have been eliminated in consolidation.

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.

Convertible Debt

Convertible 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.

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. 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.

Share-Based Compensation

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718-10, Compensation - Stock Compensation, and the conclusions reached by ASC 505-50, Equity - Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment is reached or completion of performance by the provider of goods or services as defined by ASC 505-50.

Recent Accounting Pronouncements

In June 2018, the FASB issued Accounting Standards Update ("ASU") ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for share-based payments granted to nonemployees for goods and

services and aligns most of the guidance on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740):

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements as the Company did not have any lease arrangements that were subject to this new pronouncement.

Management 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.

Trends and Uncertainties

The Company currently has minimal revenues and operations and is 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.

The Company has generated recurring losses and cash flow deficits from its operations since inception and has had to continually borrow to continue operations. These matters 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 generate positive cash flows from operations. As further described in "Liquidity and Capital Resources", 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. The Company plans to use its available cash and new financing to develop and execute its new business plan and hopefully create and maintain a self-sustaining business. However, the Company can give no assurances that it will be successful in achieving its plans or if financing will be available or, if available, on terms acceptable to the Company, or at all. Should the Company not be successful in obtaining the necessary financing to fund its operations, and ultimately achieve adequate profitability and cash flows from operations, the Company would need to curtail certain or all of 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 financial services through electronic channels. Along with these advances, though, have come risks regarding the integrity and privacy of data, and these risks apply to financial institutions, probably more than any other industry, 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, the Company shall utilize third-party service providers to secure the Company's financial and personal data; the Company believes that third-party service providers provide reasonable assurance that the financial and personal data that they hold are secure.

Liquidity and Capital Resources

As of June 30, 2019, the Company has an accumulated deficit of $26,428,876 and a working capital deficit of $7,995,850. 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 six months ended June 30, 2019, the Company recorded a net loss of $1,406,943. We recorded an amortization of debt discount of $326,346. We recorded a loss from the change in fair value of derivative liability of $350,454. We had an increase in accounts payable and accrued expenses of $132,857 and an increase in deferred revenue of $15,250. As a result, we had net cash used in operating activities of $582,036 for the six months ended June 30, 2019.

For the six months ended June 30, 2019, we paid $5,000 for an acquisition deposit, resulting in net cash used in investing activities of $5,000 for the period.

For the six months ended June 30, 2019, we received $676,000 as proceeds from the issuance of convertible promissory notes payable and repaid $22,500 of such convertible notes. As a result, we had net cash provided by financing activities of $653,500 for the period.

Management 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 the Company, or at all. Should the Company not be successful in its new business plans or obtain additional financing, the Company would need to curtail certain or all of its operating activities.

The Company's 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, 2018 and 2017 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 Three months Ended June 30, 2019 Compared to the Three months Ended June 30, 2018

Revenues for the three months ended June 30, 2019 were $98,156 compared to $201,604 for the three months ended June 30, 2018, a decrease of $103,448. The majority of our clients hold elections on a three year cycle. This decrease in revenues is due primarily to fewer elections held during the three month period in 2019.

Salaries and benefits totaled $101,865 for the three months ended June 30, 2019 compared to $0 for the three months ended June 30, 2018, an increase of $101,865. This increase was due primarily to employment agreements entered into with our key employees.

Professional fees for the three months ended June 30, 2019 totaled $180,469 compared to $162,180 for the three months ended June 30, 2018, an increase of $18,289. This increase is primarily due to a reduction in legal fees during the three months ended June 30, 2019.

For the three months ended June 30, 2019, we incurred marketing and advertising expenses of $0 compared to the $1,545 in the three months ended June 30, 2018.

Total operating expenses for the three months ended June 30, 2019 were $447,816 compared to $466,073 for the three months ended June 30, 2018, a decrease of $18,257 principally due to reasons discussed above.

For the three months ended June 30, 2019, we incurred interest expenses and financing costs of $284,969 compared to $863,630 for the three months ended June 30, 2018. For the three months ended June 30, 2019 we had a negative change in the fair value of derivative liability of $321,762 compared to the positive change in the fair value of derivative liability of $2,157,891 for the three months ended June 30, 2018.

As a result, we had a net loss of $956,391 for the three months ended June 30, 2019 and recorded a net income of $1,029,792 for the three months ended June 30, 2018.

Results of Operations for the Six months Ended June 30, 2019 Compared to the Six months Ended June 30, 2018

Revenues for the six months ended June 30, 2019 were $155,510 compared to $229,613 for the six months ended June 30, 2018, a decrease of $74,103. The majority of our clients hold elections on a three year cycle. This decrease in revenues is due primarily to fewer elections held during the six month period in 2019.

Salaries and benefits totaled $174,844 for the six months ended June 30, 2019 compared to $9,613 for the six months ended June 30, 2018, an increase of $165,231. This increase was due primarily to employment agreements entered into with our key employees.

Professional fees for the six months ended June 30, 2019 totaled $246,682 compared to $431,468 for the six months ended June 30, 2018, a decrease of $184,786. This decrease is primarily due to the reduced legal activities during the six months ended June 30, 2019.

For the six months ended June 30, 2019, we incurred marketing and advertising expenses of $0 compared to the $3,090 in the six months ended June 30, 2018. We incurred software development expenses of $34,700 in 2019 compared to $114,466 in 2018, we incurred printing costs of $39,589 in 2019 compared to $43,500 in 2018, and we incurred general and administrative expenses of $169,033 in 2019 compared to $296,751 in 2018. These decreases are all due to efforts to reduce overhead during the six months ended June 30, 2019.

Total operating expenses for the six months ended June 30, 2019 were $664,848 compared to $898,888 for the six months ended June 30, 2018, a decrease of $234,040 principally due to reasons discussed above.

For the six months ended June 30, 2019, we incurred interest expenses and financing costs of $547,151 compared to $2,574,536 for the six months ended June 30, 2018. For the three months ended June 30, 2019 we had a negative change in the fair value of derivative liability of $350,454 compared to the positive change in the fair value of derivative liability of $10,992,991 for the six months ended June 30, 2018.

As a result, we had a net loss of $1,406,943 for the six months ended June 30, 2019 and recorded a net income of $7,749,180 for the six months ended June 30, 2018.

Aug 19, 2019 

Company Contact

Headquarters

208 E 51st St Ste 112

New York, NY 10022-6557

http://globalarenaholding.com/