Global Arena Holding, Inc. [GAHC] Filings

10-Q 1 gahc-20220930.htm GLOBAL FORM 10-Q 9-30-22 Global Arena Holding, Inc. - 1138724 - 2022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

☒ Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2022

☐ Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from _______ to _______.

Commission file number 000-49819

GLOBAL ARENA HOLDING, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	33-0931599 (I.R.S. Employer Identification No.)

208 East 51 Street, Suite 112 New York, New York (Address of principal executive offices)	10022 (Zip code)

(646) 801-5524

(Registrant’s telephone number, including area code)

Indicate 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 for 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 x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ☐ No ☐

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

Large accelerated filer ☐	Non-accelerated filer ☐
Accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

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

Yes ☐ No ☒

As of November 21, 2022, the registrant had 245,708,343 outstanding shares of common stock.

GLOBAL ARENA HOLDING, INC.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION


Item 1. Financial Statements		3

Condensed Consolidated Balance Sheets at September 30, 2022 (Unaudited) and December 31, 2021		4

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)		5

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the Period Ended September 30, 2022 and 2021 (Unaudited)		6

Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2022 and 2021(Unaudited)		8

Notes to Condensed Consolidated Financial Statements (Unaudited)		9

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosure About Market Risk		32
Item 4. Controls and Procedures		32

PART II - OTHER INFORMATION

Item 1. Legal Proceedings		34
Item 1A. Risk Factors		34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3. Defaults Upon Senior Securities		35
Item 4. Mine Safety Disclosures		35
Item 5. Other Information		35
Item 6. Exhibits		35

Signatures		35

PART I - FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934. These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2022			December 31, 2021
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	11,706		$	13,295
Total current assets		11,706			13,295

Deposits for proposed acquisitions		561,150			551,150
TOTAL ASSETS	$	572,856		$	564,445

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable	$	349,855		$	366,289
Accrued expenses		3,862,026			3,320,563
Convertible promissory notes payable,
net of debt discount of $254,031 and $111,465		4,148,095			4,129,520
Promissory notes payable		293,242			230,000
Deferred revenue		-			21,500
Derivative liability		47,095			118,400
Total current liabilities		8,700,313			8,186,272

STOCKHOLDERS' DEFICIT
Global Arena Holdings, Inc.
Preferred stock, $0.001 par value; 2,000,000 shares authorized;
Series B preferred stock; 250,000 shares authorized
49,202 and 49,202 issued and outstanding		49			49
Series C preferred stock; 750,000 shares authorized
480,000 and 0 issued and outstanding		480			-
Common stock, $0.001 par value; 4,000,000,000 shares authorized;
2,598,858,127 and 1,857,705,171 shares issued and outstanding		2,598,858			2,044,502
Additional paid-in capital		19,977,676			19,951,515
Accumulated deficit		(30,681,478	)		(29,594,851	)
Total Global Arena Holdings, Inc. stockholders’ deficit		(8,104,415	)		(7,598,785	)
Noncontrolling interest		(23,042	)		(23,042	)
Total stockholders’ deficit		(8,127,457	)		(7,621,827	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	572,856		$	564,445

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Revenues:
Services	$	162,067		$	189,728		$	559,911		$	774,989

Operating expenses:
Salaries and benefits		244,864			121,694			587,335			357,119
Marketing and advertising		33,637			3,429			98,927			3,429
Software development		1,325			14,400			33,419			36,129
Professional fees		59,252			41,118			243,776			263,719
General and administrative		43,143			120,562			174,967			319,488
Printing		33,275			119,906			131,951			261,995
Total operating expenses		415,496			421,109			1,270,375			1,241,879

Loss from operations		(253,429	)		(231,381	)		(710,464	)		(466,890	)

Other expenses:
Interest expense and financing costs		(174,216	)		(236,665	)		(587,469	)		(626,289	)
Debt Forgiveness		140,000						140,000
Change in fair value of derivative liability		71,260			149,528			71,306			(52,746	)
Gain on settlement of debt		-			-			-			509,080
Total other expenses		37,044			(87,137	)		(376,163	)		(169,955	)
Income (loss) before provision for taxes		(216,385	)		(318,518	)		(1,086,627	)		(636,845	)
Provision for income taxes		-			-			-			-
Net loss		(216,385	)		(318,518	)		(1,086,627	)		(636,845	)
Net loss attributed to noncontrolling interest		-			-			-			-
Net loss attributed to Global Arena Holding, Inc.	$	(216,385	)	$	(318,518	)	$	(1,086,627	)	$	(636,845	)

Weighted average shares outstanding - basic and diluted		2,261,402,007			1,859,839,558			2,261,402,007			1,823,392,071
Earnings (loss) per share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
	$	(0.00	)	$	( 0.00	)	$	(0.00	)	$	(0.00	)

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Global Stockholders'			Noncontrolling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
Balance, December 31, 2021		49,202	$	49		-		-		2,044,502,156	$	2,044,502	$	19,951,515		$	(29,594,851	)	$	(7,598,785	)	$	(23,042	)	$	(7,621,827	)
Issuance of common stock for convertible debt and accrued interest										46,505,216		46,505		11,627			-			58,132						58,132
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt														96,352			-			96,352						96,352
Net loss																	(423,313	)		(423,313	)					(423,313	)
Balance, March 31, 2022		49,202		49		-		-		2,091,007,372		2,091,007		20,059,494			(30,018,164	)		(7,867,614	)		(23,042	)		(7,890,656	)
Issuance of common stock for convertible debt and accrued interest										218,522,000		218,522		(42,000	)					176,522						176,522
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt														115,137						115,137						115,137
Net loss																	(446,929	)		(446,929	)					(446,929	)
Balance, June 30, 2022		49,202	$	49		-		-		2,309,529,372	$	2,309,529	$	20,132,630		$	(30,465,093	)	$	(8,022,885	)	$	(23,042	)	$	(8,045,927	)
Issuance of common stock for convertible debt and accrued interest										249,953,755		249,954		(163,696	)					86,257						86,257
Issuance of common stock for Series C Preferred Stock						480,000		480												480						480
Conversion of warrants										39,375,000		39,375		(39,375	)
Allocated value of warrants and beneficial conversion														48,118						48,118						48,118
Net loss																	(216,385	)		(216,385	)					(216,385	)
Balance, September 30, 2022		49,202	$	49		480,000	$	480		2,598,858,127	$	2,598,858	$	19,977,677		$	(30,681,478	)	$	(8,104,415	)	$	(23,042	)	$	(8,127,457	)

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (continued)

	Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Global Stockholders'			Noncontrolling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit			Interest			Deficit
Balance, December 31, 2020		49,202	$	49		-		-		1,712,958,504	$	1,712,959	$	19,128,836		$	(28,684,689	)	$	(7,842,845	)	$	(23,042	)	$	(7,865,887	)
Issuance of common stock for convertible debt and accrued interest										69,746,667		69,746		12,758						82,504						82,504
Issuance of common stock for debt settlement										75,000,000		75,000		412,500						487,500						487,500
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt														212,584						212,584						212,584
Net loss																	(215,939	)		(215,939	)					(215,939	)
Balance, March 31, 2021		49,202		49		-		-		1,857,705,171		1,857,705		19,766,678			(28,900,628	)		(7,276,196	)		(23,042	)		(7,299,238	)
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt														6,003						6,003						6,003
Net loss																	(102,388	)		(102,388	)					(102,388	)
Balance, June 30, 2021		49,202	$	49		-		-		1,857,605,171	$	1,857,705	$	19,772,681		$	(29,003,016	)	$	(7,372,581	)	$	(23,042	)	$	(7,395,623	)
Cashless exercise of warrants										15,104,894		15,105		(15,105	)
Allocated value of warrants and beneficial conversion feature related to issuance of convertible debt														70,336						70,336						70,336
Net loss																	(318,518	)		(318,518	)					(318,518	)
Balance, September 30, 2021		49,202	$	49		-		-		2,872,810,065	$	1,872,810	$	19,827,912		$	(29,321,534	)	$	(7,620,763	)	$	(23,042	)	$	(7,643,805	)

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

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Nine Months Ended September 30,
	2022			2021
OPERATING ACTIVITIES:
Net loss	$	(1,086,627	)	$	(636,845	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Amortization of debt discount		201,890			261,329
Change in fair value of derivative liability		(71,305	)		52,746
Gain on settlement of debt		-			(509,080	)
Change in assets and liabilities:
Deferred revenue		(21,500	)		(123,428	)
Accounts payable		(16,434	)		(28,694	)
Accrued expenses		586,696			579,406
Net cash used in operating activities		(407,280	)		(404,566	)

INVESTING ACTIVITIES:
Payment of deposit for acquisition		(10,000	)		-
Net cash used in investing activities		(10,000	)		-

FINANCING ACTIVITIES:
Proceeds from convertible promissory notes payable		443,550			386,500
Proceeds from note payable		80,000			-
Repayment of note payable		(52,358	)		-
Repayment of convertible promissory notes payable		(55,500	)		(25,000	)
Net cash used in financing activities		415,692			361,500

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,588	)		(43,066	)

CASH AND CASH EQUIVALENTS, BEGINNING BALANCE		13,295			57,422

CASH AND CASH EQUIVALENTS, ENDING BALANCE	$	11,706		$	14,356

CASH PAID FOR:
Interest	$	-		$	-
Income taxes	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$	259,607

Global Arena Holding, Inc. [GAHC] Filings
10-Q	[2022-11-21]
10-Q	[2022-08-22]
10-Q	[2022-05-23]
10-K	[2022-04-04]
10-Q	[2021-11-16]
10-Q	[2021-08-12]
10-Q	[2021-05-11]
10-K	[2021-04-07]
10-Q	[2020-11-16]
10-Q	[2020-10-01]
10-Q	[2020-09-25]
10-K	[2020-09-11]
10-Q	[2020-01-14]
10-Q	[2019-08-19]
10-Q	[2019-06-20]
10-K	[2019-05-20]
10-Q	[2018-11-19]
10-Q	[2018-08-20]
10-Q	[2018-05-21]
10-K	[2018-05-04]
10-Q	[2017-11-30]
10-Q	[2017-08-14]
10-Q	[2017-06-12]
10-K	[2017-05-30]
10-Q	[2017-02-23]
10-Q	[2016-08-22]
10-Q	[2016-08-18]
10-K	[2016-05-09]
10-Q	[2015-11-23]
10-Q	[2015-08-19]
10-Q	[2015-06-02]
10-K	[2015-04-15]
10-Q	[2014-11-18]
10-Q	[2014-08-19]
10-Q	[2014-05-20]
10-K	[2014-04-15]
10-Q	[2013-11-19]
10-Q	[2013-09-06]
10-Q	[2013-05-20]
10-K	[2013-04-16]
10-Q	[2012-11-19]
10-Q	[2012-08-15]
10-Q	[2012-05-15]
10-K	[2012-04-30]