Global Arena Holdings Form 10-Q

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended September 30, 2016

-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

Global 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 Number)

850 Third Avenue, Suite 16C

New York, NY

10022

(Address of principal executive offices)

(Zip Code)

(646) 801-6146

(Registrant's telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 [ ]

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 (section 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 [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):


Large accelerated filer [ ]		Non-accelerated filer [ ]
Accelerated filer [ ]		Smaller reporting company [x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]

The number of outstanding shares of the registrant's common stock,

February 23, 2017: Common Stock - 331,352,371

GLOBAL ARENA HOLDING, INC.

FORM 10-Q

For the three and nine months ended September 30, 2016

INDEX

PART 1 – FINANCIAL INFORMATION



		Page
Item 1. Financial Statements (Unaudited)		5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		23
Item 3. Quantitative and Qualitative Disclosure About Market Risk		30
Item 4. Controls and Procedures		30

PART II – OTHER INFORMATION



Item 1. Legal Proceedings		32
Item 1A. Risk Factors		33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 3. Defaults upon Senior Securities		34
Item 4. Mine Safety Disclosures		34
Item 5. Other Information		34
Item 6. Exhibits		34

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

CONSOLIDATED BALANCE SHEETS


			September 30,		December 31,
			2016		2015
			(unaudited)

ASSETS
Current Assets:
Cash		$	4,641	$	48,400
Prepaid expenses and other current assets			-		20,200
	Total current assets		4,641		68,600

Security deposits			10,500		10,500
Deposit for proposed acquisition			30,000		20,000
Investment			284,270		284,270
Other assets			14,265		13,567
TOTAL ASSETS		$	343,676	$	396,937

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses		$	1,307,736	$	1,124,612
Convertible promissory notes payable, in default			1,465,152		280,000
Convertible promissory notes payable, net of debt discount of $234,996 and $76,789			288,828		1,270,829
Promissory notes payable, in default			230,000		230,000
Deferred revenue			13,000		387,410
Derivative liability			1,404,971		1,020,408
	Total current liabilities		4,709,687		4,313,259

Convertible promissory notes payable, net of debt discount of $235,141 and $286,965			304,859		213,035
TOTAL LIABILITIES			5,014,546		4,526,294


STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; none issued and outstanding			-		-
Common stock, $0.001 par value; 100,000,000 shares authorized; 103,765,330 and 50,628,209 shares issued and outstanding			103,765		50,628
Additional paid-in capital			13,417,489		13,045,187
Accumulated deficit			(18,192,124)		(17,225,172)
	Total stockholders' deficit		(4,670,870)		(4,129,357)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	343,676	$	396,937

See notes to consolidated financial statements.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED)


		Three Months Ended September 30,				Nine Months Ended September 30,
		2016		2015		2016		2015
Revenues:
Services	$	182,357	$	374,511	$	1,171,391	$	619,633

Operating expenses:
Salaries and benefits		-		188,117		122,107		384,387
Occupancy		12,666		36,028		41,877		121,463
Business development		66,493		107,288		267,097		247,630
Professional fees		182,292		255,106		435,180		587,281
Stock-based compensation		-		210,000		-		216,152
Office and other		10,545		189,323		383,371		396,898
Total operating expenses		271,996		985,862		1,249,632		1,953,811

Loss from operations		(89,639)		(611,351)		(78,241)		(1,334,178)

Other income (expense):
Interest expense and financing costs		(270,200)		(622,158)		(1,481,806)		(1,718,524)
Loss of sale of subsidiaries		-		-		-		(38,079)
Change in fair value of derivative liability		2,594,293		460,520		593,095		(23,900)
Total operating expenses		2,324,093		(161,638)		(888,711)		(1,780,503)

Loss before provision for taxes		2,234,454		(772,989)		(966,952)		(3,114,681)

Provision for income taxes		-		-		-		-

Net income (loss)	$	2,234,454	$	(772,989)	$	(966,952)	$	(3,114,681)

Weighted average shares outstanding - basic and diluted		81,890,101		26,784,601		67,038,262		25,308,572

Earnings (loss) per share - basic and diluted	$	0.03	$	(0.03)	$	(0.01)	$	(0.12)
	$	0.03	$	(0.03)	$	(0.01)	$	(0.12)

See notes to consolidated financial statements.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED)


			Nine Months Ended September 30,
			2016		2015

OPERATING ACTIVITIES:
Net loss		$	(966,952)	$	(3,114,681)
Adjustments to reconcile net loss to net cash used in operating activities:
	Amortization of debt discount		463,250		1,363,950
	Stock-based compensation		-		216,152
	Loss on sale of subsidiaries		-		38,079
	Change in fair value of derivative liability		(593,095)		23,900
	Non-cash financing costs		547,659		-
	Convertible promissory notes payable issued for penalty interest		194,137		-
	Debt modification expense		61,845		34,200
Change in current assets and liabilities:
	Prepaid expenses and other current assets		20,200		13,798
	Deferred revenue		(374,410)		267,383
	Accounts payable and accrued expenses		195,305		326,942
Net cash used in operating activities			(452,061)		(830,277)

INVESTING ACTIVITIES:
	Purchase of other assets		(698)		-
	Payment of deposit for acquisition		(10,000)		-
	Advances from related parties		-		7,300
Net cash provided by (used in) investing activities			(10,698)		7,300

FINANCING ACTIVITIES:
	Proceeds from the issuance of common stock		130,000		560,000
	Proceeds from promissory notes payable		-		489,000
	Proceeds from convertible promissory notes payable		400,000		-
	Repayment of convertible promissory notes payable		(111,000)		(16,500)
Net cash provided by financing activities			419,000		1,032,500

(Continued on next page)

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED)


		2016		2015
NET INCREASE (DECREASE) IN CASH		(43,759)		209,523

CASH, BEGINNING BALANCE		48,400		54,977

CASH, ENDING BALANCE	$	4,641	$	264,500

CASH PAID FOR:
Interest	$	-	$	50
Income taxes	$	-	$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Allocated value of warrants and beneficial conversion features related to debt	$	1,117,292	$	957,983
Promissory note issued for consulting services	$	-	$	188,000
Debt converted to common stock	$	93,960	$	292,654
Accrued interest added to debt	$	10,900	$	127,799

See notes to consolidated financial statements.

GLOBAL ARENA HOLDING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015

(UNAUDITED)

NOTE 1 - ORGANIZATION

Organization and Business

Global Arena Holding, Inc. (formerly, “Global Arena Holding Subsidiary Corp.”) (“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”), a wholly owned subsidiary was incorporated in the State of Delaware. GES provides comprehensive technology-enabled election services primarily for organized labor associations.

On May 20, 2015, the Company incorporated a wholly owned subsidiary in the State of Delaware called “GAHI Acquisition Corp.” This entity is to be the merger subsidiary for the potential acquisition of Blockchain Technologies Corp.

Global Arena Investment Management LLC (“GAIM”), a wholly owned subsidiary, provided investment advisory services to its clients. GAIM was formally registered with the SEC as an investment advisor. This subsidiary is currently inactive.

Global Arena Commodities Corporation (“GACOM”), which is 100% owned by GAHI, ceased all operations in 2014 and the Company plans to close GACOM in 2016.

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the financial condition of the Company and its operating results for the respective periods. The condensed consolidated balance sheet at December 31, 2015 has been derived from the Company's audited consolidated financial statements. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission. The results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the full year ending December 31, 2016.

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 and cash flow deficits from its continuing operations since inception and has had to continually borrow to continue operating. In addition, with the sale of Global Arena Capital Corp. in August 2014, which was the Company’s principal operating business, the Company’s continuing operations are insufficient to support its ongoing activities. In addition, certain of the Company’s debt went into default and required extensions and adjustments to previously issued warrants and conversion prices. Certain debt continues to be in default as of September 30, 2016. 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. In May, 2015, the Company entered into an agreement and plan of merger with Blockchain Technologies Corporation (“BTC”), which holds provisional patents and intellectual property for creating a new 3D Blockchain technology. In October, 2015, the Company acquired 10% of the outstanding equity in BTC. The management of the Company is also in negotiations with other companies it believes could be beneficial to the Company’s operations. The Company continues to raise funds from the issuance of additional convertible promissory note. Management is hopeful that with its new focus on business acquisitions and 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.

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., GAIM, and GACOM. All significant intercompany accounts and transactions have been eliminated in consolidation.

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.


	September 30,
	2016	2015
Options	3,000,000	3,000,000
Warrants	93,253,596	45,024,006
Convertible notes	698,033,180	16,005,407
Total	794,286,776	64,029,413

Management 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.

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.

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. 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. 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’s revenue recognition policies comply with SEC revenue recognition rules and the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-10-S99. 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.

Share-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance where the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a

performance commitment is reached, or b) the date at which the necessary performance to earn the equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures differ from those estimates.

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 receivable, cash overdraft, 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.

The following table presents the Company’s assets and liabilities required to be reflected within the fair value hierarchy as of September 30, 2016 and December 31, 2015.


		Fair Value		Fair Value Measurements at
		As of		September 30, 2016
Description		September 30, 2016		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	1,244,871	$	-	$	1,244,871	$	-
Warrant derivative		160,100				160,100

Total	$	1,404,971	$	-	$	1,404,971	$	-



		Fair Value		Fair Value Measurements at
		As of		December 31, 2015
Description		December 31, 2015		Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Beneficial conversion feature	$	611,200	$	-	$	611,200	$	-
Warrant derivative		409,208				409,208

Total	$	1,020,408	$	-	$	1,020,408	$	-

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.

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. This pronouncement is effective for annual reporting periods beginning after December 15, 2016, and is to be applied using one of two retrospective application methods, with early application not permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements.

In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted.

In September, 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805). Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 is not expected to have a material effect on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. This update is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate the adoption of this ASU will have a significant impact on its consolidated financial position, results of operations, or cash flows.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the effect this standard will have on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share Based Payment Accounting, to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance will be effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact of the adoption of this newly issued guidance to its consolidated financial statements.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 3 - INVESTMENT

On October 20, 2015, the Company paid $125,000 in cash and issued to Nikolaos Spanos, 1,377,398 of its common stock (valued at $68,870) and 1,993,911 warrants to purchase its common shares at the exercise price of $0.10 per common share exercisable for three years (valued at $90,400). The common shares and warrants are being issued for the purchase of 1,000,000 common shares of Blockchain Technologies Corporation (“BTC”). Said common shares represent ten percent (10%) of the outstanding equity in BTC. This investment is accounted for under the cost method.

NOTE 4 - 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 were expired on September 14, 2015 and are in default as of September 30, 2016.

NOTE 5 - CONVERTIBLE PROMISSORY NOTES PAYABLE

Convertible promissory notes payable at September 30, 2016 and December 31, 2015 consist of the following:


		September 30,		December 31,
		2016		2015
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price ranging from $0.02 to $0.10 per share. Maturity dates range from through November 13, 2018	$	500,000	$	1,262,500
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a fixed price ranging from $0.02 to $0.14 per share. These convertible promissory notes are currently in default. (default as of September 30, 2016)		1,042,500		280,000
Convertible promissory notes with interest at 12% per annum, convertible into common shares at a price ranging from $0.08 to $0.14 or a 50% discount from the lowest trade price in the 20 trading days prior to conversion (as of September 30, 2016 the conversion price would be $0.0012 per share) ($110,152 is in default at September 30, 2016)		786,476		335,118
Convertible promissory notes with interest at 8% per annum, convertible into common shares at a fixed price of $0.02 per share. The maturity date is April 30, 2016. At September 30, 2016, this note is in default.		250,000		250,000
Convertible promissory notes with interest at 12% per annum, convertible into 3% of the common shares of GES. The maturity date range from September 20, 20167 to October 15, 2017. ($62,500 is in default at September 30, 2016)		152,500		-
Total convertible promissory notes payable		2,731,476		2,127,618
Unamortized debt discount		(470,137)		(363,754)
Convertible promissory notes payable, net discount		2,261,339		1,763,864
Less notes receivable collateralized by convertible promissory notes payable		(202,500)		-
		2,058,839		1,763,864
Less current portion		(1,753,980)		(1,550,829)
Long-term portion	$	304,859	$	213,035

During the nine months ended September 30, 2016, the Company issued six convertible promissory notes payable totaling $405,000 to one investor for which the Company received $202,500 in cash and notes receivable from the same investor totaling $202,500. Since the notes receivable were issued to the Company as payment for certain convertible promissory notes payable, the Company has not presented these notes receivable as an asset, but as an offset to the convertible promissory notes payable balance. In addition to the above six convertible promissory notes payable, during the nine months ended September 30, 2016, the Company issued four additional convertible promissory notes payable to two other investors for gross proceeds of $105,000.

A rollfoward of the convertible promissory notes payable from December 31, 2015 to September 30, 2016 is below:


Convertible promissory notes payable, December 31, 2015	$	1,763,864
Issued for cash		400,000
Issued for penalty interest		194,137
Issued for capitalized interest		10,900
Repayment for cash		(111,000)
Conversion to common stock		(92,679)
Debt discount related to new convertible promissory notes		(569,633)
Amortization of debt discounts		463,250
Convertible promissory notes payable, September 30, 2016	$	2,058,839

NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS

On December 31, 2012, in connection with an extension of the maturity date of certain convertible notes which were due on May 31, 2012, the Company issued the holder a warrant to purchase shares of common stock of the Company not exceeding 9.99% of the issued and outstanding shares and potential issuable shares related to outstanding options, warrants and convertible debt of the Company. The Company determined that the anti-dilution provision feature of the warrants to be an embedded derivative instrument. This derivative is adjusted to fair value at each balance sheet with the changes in fair value recognized in operations. In addition, 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:


		September 30,		December 31,
		2016		2015
Risk-free interest rate		0.59%		0.16%
Expected life of the options (Years)		0.33		0.25
Expected volatility		377%		211%
Expected dividend yield		0%		0%

Fair Value	$	1,404,971	$	1,020,408

For the nine months ended September 30, 2016 and 2015, the Company recognized a change in this derivative liability of $593,095 and $(23,900), respectively, in other income (expense).

NOTE 7- STOCKHOLDERS’ DEFICIT

Common Stock

On April 28, 2016 the stockholders approved an amendment to the Company’s articles of incorporation to increase the number of authorized common shares from 100,000,000 to 1,000,000,000. In addition, the stockholders also approved an amendment to the Company’s Stock Awards Plan, originally filed June 27, 2011, which will increase the number of shares authorized to be issued under the Plan from 3,000,000 shares to 7,460 ,000 shares.

During the nine months ended September 30, 2016, the Company issued 40,137,121 shares of common stock for convertible promissory notes payable of $92,679 and accrued interest of $1,281.

On April 28, 2016, the Company received a total of $130,000 from various investors for the subscription of investment units at $0.02 per unit. Each unit contains two common shares, one A warrant and one B warrant. The Company issued a total of 13,000,000 common shares, 6,500,000 A warrants and 6,500,000 B warrants to these investors. Each A warrant is exercisable into one common share of the Company at $0.02per common share with an exercise period of three years. Each B warrant is exercisable into one common share of the Company at $0.03 per common share with an exercise period of three years.

During the nine months ended September 30, 2016, the Company extended the due date of certain convertible promissory notes payable. In consideration of extending the due dates, the Company lowered the conversion price for certain convertible promissory notes payable and lowered the exercise price of certain warrants. The Company took a charge to earnings of $61,845 which represents the change in fair value of the conversion features and warrants between the old terms and the new terms.

Option Activity

A summary of the option activity is presented below:


			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Options	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2015	3,000,000	0.07	4.63	-
Granted	-
Exercised	-
Forfeited/Canceled	-
Outstanding, September 30, 2016	3,000,000	0.07	3.88	-
Exercisable, September 30, 2016	3,000,000	0.07	3.88	-

Warrant Activity

A summary of warrant activity is presented below:


			Weighted
		Weighted	Average
		Average	Remaining	Aggregate
	Number of	Exercise	Contractual	Intrinsic
	Warrants	Price ($)	Life (in years)	Value ($)
Outstanding, December 31, 2015	64,586,931	0.15	2.33	666,279
Granted	28,666,665	0.06
Exercised	-
Forfeited/Canceled	-
Outstanding, September 30, 2016	93,253,596	0.10	1.92	13,118
Exercisable, September 30, 2016	93,253,596	0.10	1.92	13,118

During the nine months ended September 30, 2016, the Company issued a total of 15,666,665 warrants in connection with a new convertible note and an extension to an existing convertible note. The fair values of the warrants were determined using the Black-Scholes option pricing model with the following assumptions:

Expected life of 3.0 years

Volatility of 377% - 439%;

Dividend yield of 0%;

Risk free interest rate of 0.71 - 1.05%

NOTE 8 - 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 October 10, 2013, GACOM settled a complaint with the National Futures Association for a fine of $50,000 for certain noncompliance with Commodity Futures Trading Commission regulations. The fine has not been paid and is included in accounts payable and accrued expenses at September 30, 2106 and December 31, 2015.

staff to recommend disciplinary action against GACC and these individuals. FINRA is not proposing disciplinary action against the Company. The allegations are against GACC and these individuals and assert that there were violations of Sections 17(a)(2) and 5 of the Securities Act of 1933 (“Securities Act”); NASD Rules 3010 and 3040; and FINRA Rules 2010, 5122(b)(2) and 5122(b)(1)(B). GACC and Messrs. Matthews and Hagerman are responding to this Wells Notice and believe that they have meritorious arguments.

On April 10, 2014, the Legal Section of FINRA formally notified GACC that it had made a preliminary determination to recommend that disciplinary action be brought against GACC for (1) failing to buy and sell corporate bonds at prices that were fair; and (2) failing to have in place a supervisory system that was reasonably designed to achieve compliance with applicable securities laws and regulations and FINRA rules. GACC has responded and intends to contest this matter.

On February 11, 2015, John S. Matthews was advised by the staff of FINRA’s Department of Enforcement (the “Staff”) that they intended to recommend that FINRA commence a disciplinary action against Mr. Matthews, in his former capacity as an executive of GACC for a violation of FINRA Rules 2010 and 8210 by failing to provide information to the Staff in what the Staff considered to be a timely manner. Mr. Matthews provided additional materials to FINRA subsequent to the February 11, 2015 notice and submitted a response to the Staff’s allegations on February 25, 2015, disputing the proposed charges against him. Mr. Matthews has at all times cooperated with the Staff’s inquiries and continues to do so.

On December 1, 2015, John S. Matthews, the chief executive officer and director, signed a "Letter of Acceptance, Waiver and Consent ("AWC") with FINRA consenting to the entry of findings by FINRA, without admitting or denying any wrongdoing, that he did not provide any written disclosures to, or receive any written approval from, his member firm prior to selling promissory notes issued by the Company, some of the investors were not qualified purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act, and the sales were not exempt from the requirements of FINRA Rule 5122, and he willfully failed to disclose an unsatisfied $25,590 federal tax lien within 30 days. The AWC was accepted by FINRA on December 2, 2015.

As a result of the AWC, Mr. Matthews is subject to a six-month suspension from association with any FINRA member, and a fine of $25,000. As such, Mr. Matthews is statutorily disqualified with respect to association with a FINRA member.

As a result of the AWC, the registrant is statutorily disqualified from relying in the future on certain exemptions from registration of its securities promulgated under Rule 506 of the Securities Act of 1933 (the "Act") for the length of the suspension as long as Mr. Matthews remains an officer and/or director and/or holder of 10% or more of the voting securities of the registrant.

On November 5, 2015, one of the Company’s prior attorneys commenced an action against GAHI, seeking payment of $27,518 in unpaid legal fees. This amount is included in accounts payable. At this time, management is unable to determine what the ultimate outcome of these proceedings will be and whether there will be a material impact on the Company’s operations or the consolidated financial statements.

On December 23, 2014, one of the Company’s prior attorneys commenced an action against GACC, GAHI, and PMC Capital seeking payment of $150,019 in unpaid legal fees. This amount is included in accounts payable. At this time, management is unable to determine what the ultimate outcome of these proceedings will be and whether there will be a material impact on the Company’s operations or the consolidated financial statements.

On July 2, 2014, an action was commenced by a group of individuals against GACC, the Company, and the chief executive officer of the Company, which asserts claims for minimum wage and overtime violations under New York State Labor Law, and seeks damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. At this time, the Company is unable to determine the ultimate outcome of the demand or whether it will result in a formal proceeding or action against the Company or any of its officers.

The Company and certain of its officers were named in connection with a demand for repayment of $695,000 by PMC LLC, in a letter dated October 16, 2014 relating to the Stock Purchase Agreement by and among GAHI and PMC Capital, LLC and Barbara Desiderio, dated as of August 5, 2014. The demand seeks repayment for expenditures made by GACC prior to the sale and the failure to meet certain minimum requirements in the Stock Purchase Agreement. At this time, the Company is unable to determine the ultimate outcome of the demand or whether it will result in a formal proceeding or action against the Company or any of its officers.

NOTE 9– SUBSEQUENT EVENTS

Subsequent to September 30, 2016, the Company issued 227,587,041 shares of common stock in connection with the conversion of convertible promissory notes payable and accrued interest totaling $92,865.

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 this quarterly report on Form 10-Q.

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.

Revenue Recognition

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. 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.

Derivative Financial Instruments

Share-Based Compensation

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB and the SEC did not have, are not believed by management to have, a material impact, or are currently evaluating the potential impact of updated authoritative guidance on the Company’s present or future consolidated financial statements.

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 September 30, 2016, the Company has an accumulated deficit of $18,192,124 and a working capital deficiency of $4,705,046. 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 nine months ended September 30, 2016, the Company recorded a net loss of $966,952. We recorded an amortization of debt discount of $463,250 and debt modification expense of $61,845. We recorded an adjustment to financing costs associated with the issuance convertible promissory notes payable of $547,659 and took a change to earnings of $194,137 for penalty interest on certain convertible promissory notes payable. We recorded a gain for the change in fair value of derivative liability of $593,095. We had a decrease in prepaid expenses of $20,200, a decrease in accounts payable and accrued expenses of $195,305, and a decrease in deferred revenue of $374,410. As a result, we had net cash used in operating activities of $452,061 for the nine months ended September 30, 2016.

For the nine months ended September 30, 2015, the Company recorded a net loss of $3,114,681. We recorded an amortization of debt discount of $1,363,950, stock-based compensation of $216,152, and a loss on the sale of subsidiaries of $38,079. We recorded a change in the fair value of derivative liability of $23,900 and a debt modification expense of $34,200. We had a change in prepaid expenses and other current assets of $13,798, a change in deferred revenue of $267,383, and a change in accounts payable and accrued expenses of $326,942. As a result, we had net cash used in operating activities of $830,277 for the nine months ended September 30, 2015.

For the nine months ended September 30, 2016, we paid an additional $10,000 as payment for proposed acquisition and paid $698 for the purchase of other assets. As a result, we had net cash used in investing activities of $10,698 for the period.

For the nine months ended September 30, 2015, we received $7,300 as an advance from related parties, resulting in net cash provided by investing activities of $7,300 for the period.

For the nine months ended September 30, 2016, we received $400,000 as proceeds from the issuance of convertible promissory notes payable and we received $130,000 from the issuance of our common stock. We repaid convertible promissory notes of $111,000. As a result, we had net cash provided by financing activities of $326,500 for the period.

For the nine months ended September 30, 2015, we received $560,000 as proceeds from the issuance of common stock and $489,000 as proceeds from promissory notes payable. We spent $16,500 on the repayment of convertible promissory notes payable. As a result, we had net cash provided by financing activities of $1,032,500 for the nine months ended September 30, 2015.

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 have included a “going concern” modification in their auditors’ report dated May 6, 2016. 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

Results of Operations for the Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

Revenues for the three months ended September 30, 2016 were $182,357 compared to $374,511 for the three months ended September 30, 2015, a decrease of $192,154. The decrease is due to a slowdown in our election services business during the third quarter of 2016.

Salaries and benefits and stock-based compensation totaled $0 for the three months ended September 30, 2016 compared to $188,117 for the three months ended September 30, 2015, a decrease of $188,117 due to the reduced number of employees.

Professional fees for the three months ended September 30, 2016 amounted to $182,292 compared to $255,106 for the three months ended September 30, 2015, a decrease of $72,814. The decrease is due to lower legal fees.

For the three months ended September 30, 2016, we had occupancy expenses of $12,666, business development expenses of $66,493, and office and other expenses of $10,545, totaling $89,704. Comparatively, for the three months ended September 30, 2015, we had occupancy expenses of $36,028, business development expenses of $107,288, and office and other expenses of $189,323 totaling $332,639. Decrease in these expenses was $242,935 principally due to a decrease in office and other expenses due to management focusing on reducing costs.

Total operating expenses for the three months ended September 30, 2016 were $271,996 compared to $985,862 for the three months ended September 30, 2015, a decrease of $713,866 principally due to reasons discussed above.

For the three months ended September 30, 2016, we recorded an interest expense and financing cost of $270,200 and a change in fair value of derivative liability of $2,594,293. As a result, we had net income of $2,234,454 for the three months ended September 30, 2016.

For the three months ended September 30, 2015, we recorded interest expense and financing costs of $622,520 and a change in fair value of derivative liability of $460,520. As a result, we recorded a net loss of $722,989 for the three months ended September 30, 2015.

Results of Operations for the Nine months Ended September 30, 2016 Compared to the Nine months Ended September 30, 2015

Revenues for the nine months ended September 30, 2016 were $1,171,391 compared to $619,633 for the nine months ended September 30, 2015, an increase of $551,758. The significant increase is due to us growing our election services business that started in the second quarter of 2015.

Salaries and benefits and stock-based compensation totaled $122,107 for the nine months ended September 30, 2016 compared to $384,387 for the nine months ended September 30, 2015, a decrease of $262,280 due to the reduced number of employees.

Professional fees for the nine months ended September 30, 2016 amounted to $435,180 compared to $587,281 for the nine months ended September 30, 2015, a decrease of $152,101. The decrease is due to lower legal fees.

For the nine months ended September 30, 2016, we had occupancy expenses of $41,877, business development expenses of $267,097, and office and other expenses of $383,371, totaling $692,345. Comparatively, for the nine months ended September 30, 2015, we had occupancy expenses of $121,463, business development expenses of $247,630, and office and other expenses of $396,898 totaling $765,991. Decrease in these expenses was $73,646 principally due to a decrease in office and other expenses due to management focusing on reducing costs

Total operating expenses for the nine months ended September 30, 2016 were $1,249,632 compared to $1,953,811 for the nine months ended September 30, 2015, a decrease of $704,179 principally due to reasons discussed above.

For the nine months ended September 30, 2016, we spent $1,481,806 on interest expenses and financing costs and recorded a change in fair value of derivative liability of $593,095. As a result, we recorded a net loss of $966,952 for the nine months ended September 30, 2016.

For the nine months ended September 30, 2015, we spent $1,718,524 on interest expenses and financing costs, we recorded a loss on the sale of subsidiaries of $38,079, and a change in fair value of derivative liability of $23,900. As a result, we recorded a net loss of $3,114,681 for the nine months ended September 30, 2015.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable for smaller reporting companies.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief 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 Securities Exchange Act of 1934, as amended, as of September 30, 2016.

We do not have proper segregation of duties within our accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Based on this evaluation, our chief executive officer and chief financial officer have concluded such controls and procedures to not be effective as of September 30, 2016 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is

recorded, processed, summarized and reported, within the time periods specified in the Commission'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 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.

Evaluation of Changes in Internal Control over Financial Reporting

Our chief executive officer and chief financial officer have evaluated changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2016. Based on that evaluation, our chief executive officer and chief financial officer, or those persons performing similar functions, did not identify any changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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.

Named directors, officers, employees and/or registered representatives of GACC have been called before FINRA for on-the-record interviews in connection with certain FINRA inquiries. GACC has responded to multiple requests for documents and FINRA has taken on-the-record testimony. On October 27, 2014, FINRA indicated that it might recommend enforcement proceedings against GACC, our chairman John Matthews and Brian Joseph Hagerman, the former president and chief compliance officer of GACC. FINRA’s action is commonly referred to as a “Wells Notice” and is a preliminary determination by FINRA staff to recommend disciplinary action against GACC and these individuals. FINRA is not proposing disciplinary action against the Company. The allegations are against GACC and these individuals and assert that there were violations of Sections 17(a)(2) and 5 of the Securities Act of 1933 (“Securities Act”); NASD Rules 3010 and 3040; and FINRA Rules 2010, 5122(b)(2) and 5122(b)(1)(B). GACC and Messrs. Matthews and Hagerman are responding to this Wells Notice and believe that they have meritorious arguments. On October 30, 2015, John Matthews submitted a Letter of Acceptance, Waiver and Consent (“AWC”) to FINRA for purposes of proposing a settlement.

On July 2, 2014, an action was commenced by a group of individuals against GACC, the Company, and the chief executive officer of the Company, which asserts claims for minimum wage and overtime violations under New York State Labor Law, and seeks damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. Pursuant to a stipulation, the time for defendants to answer, move or otherwise respond to the Complaint was extended to and including June 1, 2015.

On December 1, 2016, an action was commenced by an individual against GES, the Company, and the chief executive officer of the Company, which asserts claims for violation of the Fair Labor Standards Act, and overtime violations under New York State Labor Law, and seeks damages in an amount to be determined at trial, plus interest, attorneys’ fees and costs. At this time, the Company is unable to determine the ultimate outcome of the demand or whether it will result in a formal proceeding or action against the Company or any of its officers.

Item 1A. Risk Factors

Not applicable for smaller reporting company

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2016, the Company issued 30,086,894 shares of common stock for convertible promissory notes payable of $52,934.

The above 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.

Item 3. Defaults Upon Senior Securities

The Company is currently in default on $627,500 of convertible promissory notes payable and 230,000 of promissory notes.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of

2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of

2002

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. To be filed by amendment.

SIGNATURES

Pursuant to the requirements 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.

Dated: February 23, 2017

Global Arena Holding, Inc.

/s/John Matthews

John Matthews

Chief Executive Officer

Chief Financial Officer