UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

Amendment No. 2

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends the statement on Schedule 13D filed on May 10, 2013 (the “Initial Schedule 13D”) and amended by Amendment No. 1 thereto filed on October 30, 2013 (“Amendment No. 1” and, together with the Initial Schedule 13D and this Amendment No. 2, the “Schedule 13D”), and relates to the common stock, par value $0.001 per share (“Common Stock”), of Global Arena Holding, Inc., a Delaware corporation (“Global Arena”). Global Arena’s principal executive offices are located at 555 Madison Avenue, 12^th Floor, New York, NY 10022.

Item 3 of the Schedule 13D is amended to add the following paragraph at the end of such item:

On April 30, 2014, in accordance with the terms of the Management Agreement, as amended on October 30, 2013 and April 30, 2014, and in consideration of financial and management consulting services performed for Global Arena, Global Arena issued, as directed by Ventures, (a) 187,500 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Rubino, (b) 375,000 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Dolatly, and (c) 187,500 warrants to acquire shares of Common Stock at $0.25 per share to Mr. Pickus. All warrants referenced in this paragraph expire after seven years.

Item 5 of the Schedule 13D is amended in its entirety to read as follows:

The Reporting Persons may be deemed to be members of a “group” for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”). As a group, the Reporting Persons collectively beneficially own 3,159,151 shares of Common Stock (409,151 of which are outstanding and 2,750,000 of which may be acquired within 60 days pursuant to outstanding warrants) representing 11.7% of the outstanding Common Stock. The Reporting Persons expressly disclaim beneficial ownership of shares of Common Stock beneficially owned by other Reporting Persons, except as set forth below.

Mr. Rubino beneficially owns, and has sole voting and dispositive power with respect to, 1,254,985 shares of Common Stock (209,151 of which are outstanding and 1,045,834 of which may be acquired within 60 days pursuant to outstanding warrants) representing 5.0% of the outstanding Common Stock. Of these shares, Pelham is the direct owner of 309,151 shares of Common Stock (209,151 of which are outstanding and 100,000 of which may be acquired within 60 days pursuant to outstanding warrants).

Mr. Dolatly beneficially owns, and has sole voting and dispositive power with respect to, 1,045,833 shares of Common Stock (100,000 of which are outstanding and 945,833 of which may be acquired within 60 days pursuant to outstanding warrants) representing 4.2% of the outstanding Common Stock.

Mr. Pickus beneficially owns, and has sole voting and dispositive power with respect to, 858,333 shares of Common Stock (100,000 of which are outstanding and 758,333 of which may be acquired within 60 days pursuant to outstanding warrants) representing 3.4% of the outstanding Common Stock.

Ventures does not beneficially own any shares of Common Stock.

The above percentages were calculated based on 24,136,693 shares of Common Stock outstanding as of April 15, 2014 (as reported in Global Arena’s Form 10-K for the fiscal year ended December 31, 2013) and accounting for the shares of Common Stock that the applicable Reporting Person, or each of the Reporting Persons in the case of the “group” calculation, has the right to acquire within 60 days of the date hereof pursuant to outstanding warrants.

Except as otherwise set forth in this Statement, there have been no transactions by the Reporting Persons with respect to the Common Stock in the past 60 days.

Item 7 of the Schedule 13D is hereby amended in its entirety and replaced with the following:

* Filed with the Initial Schedule 13D.

** Filed with Amendment No. 1 to the Initial Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  April 30, 2014

INDEX TO EXHIBITS

* Filed with the Initial Schedule 13D.

** Filed with Amendment No. 1 to the Initial Schedule 13D.

SECOND AMENDMENT TO

MANAGEMENT AND INVESTOR RIGHTS AGREEMENT

This SECOND AMENDMENT (this “Amendment”), dated as of April 30, 2014, to that certain Management and Investor Rights Agreement, dated as of April 30, 2013 (the “Original Agreement” and, as amended on October 30, 2013 and by this Amendment, the “Agreement”), is made by and among Global Arena Holding, Inc., located at 555 Madison Avenue, New York, New York 10022 (the “Company”); and Daniel D. Rubino, Robert M. Pickus, George C. Dolatly (collectively, the “GCA Principals”) and GCA Ventures, LLC (“GCA Ventures”), located at 555 Madison Avenue, New York, New York 10022 (GCA Ventures and the GCA Principals, individually and collectively, shall hereinafter be referred to as “GCA”).

WHEREAS, GCA and the Company entered into the Original Agreement as of April 30, 2013, setting forth the financial and management consulting services to be provided by GCA to the Company, and the compensation arrangements designed to compensate GCA for such services;

WHEREAS, GCA and the Company entered into an amendment to the Original Agreement as of October 30, 2013; and

WHEREAS, the GCA and the Company have determined to amend the Agreement as provided herein;

NOW, THEREFORE, in consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, GCA and the Company hereby agree as follows:

A. Section 4 of the Original Agreement is hereby amended in its entirety to read as follows:

“4. Compensation.

(a)           In consideration for execution of this Agreement and the services to be performed hereunder, the Company will award to GCA warrants (the “Warrants”) to purchase a total of 2,550,000 shares of the common stock, par value $0.001 per share, of the Company. These Warrants will be substantially similar in form to the warrants issued in connection with the Global Arena Holding Inc. Confidential Private Placement Memorandum dated March 2013, except the Warrant Price (as defined therein) will equal $0.25, and the Expiration Date (as defined therein) will be seven (7) years from the date of issuance.

(b)          The Warrants will be issued as follows:

1,000,000 Warrants will be awarded concurrently with the execution of this Agreement, as follows:

333,334 shares to Daniel D. Rubino (or an entity designated by him)

333,333 shares to Robert M. Pickus

333,333 shares to George C. Dolatly

800,000 Warrants will be awarded on the 6 month anniversary of the execution of this Agreement, as follows, or as otherwise directed by GCA Ventures:

425,000 shares to Daniel D. Rubino (or an entity designated by him)

187,500 shares to Robert M. Pickus

187,500 shares to George C. Dolatly

750,000 Warrants will be awarded on the 1 year anniversary of the execution of this Agreement, as follows, or as otherwise directed by GCA Ventures:

187,500 shares to Daniel D. Rubino (or an entity designated by him)

187,500 shares to Robert M. Pickus

375,000 shares to George C. Dolatly

(c)         All compensation payable hereunder shall be deemed fully earned and non-refundable in whole or in part on the date when payment is due.”

B. Section 5 of the Original Agreement is hereby amended to delete the last sentence thereof and to insert the following in its place: “No termination of this Agreement, whether pursuant to this paragraph or otherwise, shall affect the Company’s obligations under Sections 6 or 8 hereof, or with respect to the fees, costs and expenses incurred by GCA in rendering services hereunder and not reimbursed by the Company as of the effective date of such termination.”

C.  Original Agreement. Other than as amended by the foregoing, the Company and GCA agree that the Original Agreement shall continue to be effective and in full force and effect.

D.  Modification. This Amendment may not be modified except by an instrument in writing executed by the Company and GCA.

E.  Governing Law. This Amendment shall be deemed to be a contract made under, and is to be governed and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

F.  Counterparts. This Amendment may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and both of which taken together shall constitute one and the same agreement.

G.  No Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Amendment. In the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Amendment.

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IN WITNESS WHEREOF, GCA and the Company have caused this Amendment to be duly executed and delivered on the date and year first above written.