PART I ITEM 1.BUSINESS Global Arena Holding Inc.( “ the Company ” ), a Delaware corporation, is organized as a holding company.The Company became a public company on May 18, 2011 when it successfully completed a reverse merger with China Stationary and Office Supply, Inc., an OTC Bulletin Board company.The Compan y currently has three subsidiary companies: The Company , GAHI Acquisition and GES do not trade crypto currency, nor do they participate in Initial Coin Offerings.
1) Global Election Services (GES) GES was formed on February 25, 2015, provides comprehensive technology-enabled paper absentee/mail ballot and Online election services to organizations such as craft and trade organizations, labor unions, political parties, co-operatives and housing organizations, associations and professional societies, universities, and political organizations.
GES has developed proprietary election software for a data storage and retrieval registration system to determine voter eligibility and prevent duplicate votes with In-Person digital signature capture, as well as proprietary election software for scanning/tabulation utilizing advanced OMR/OCR/Barcode imaging software featuring de-skewing, de-speckling and image correction.This system provides 3 types of audit capabilities.The hardware includes high speed optical scanners that are hard lined to a computer with all Wi-Fi disabled so the entire tabulation process occurs offline, eliminating the opportunity for hacking.GES is also working with multiple vendors and has made investments in compan ie s who are developing Blockchain Technology for a data storage and retrieval registration system; tabulation of paper Absentee/Mail Ballots; and I nternet voting.The Company has also signed a letter of Intent to acquire the assets of Election Services Solutions including all clients, contracts and employment contracts.This asset purchase is currently pending.GES Acquisition of Election Services Solutions, LLC On May 10, 2019, GES entered into an asset purchase agreement with Election Services Solutions, LLC (the “ APA ” ).
Under the APA, GES will purchase 100% of the assets of Election Services Solutions, LLC.GES will pay $550,000, of which $506,150 has already been paid, and issue 20,000,000 common shares to purchase these assets under this APA.GES is in the process of closing this transaction in the 3 rd quarter of 202 0 .The proceeds will be used to buy only the assets of ESS and pay off all existing debts/loans.
Their current clients include United States and International labor unions, Residential Organizations, Co-Op and Condominiums, Private Colleges and Universities and Trade Organizations.The ESS asset acquisition will give GES the ability to expand into the following areas: · Alumni Associations – The ESS team formally ran elections for Alumni organizations for over 25 years with memberships from 5,000 to 200,000.
· Labor Unions – The ESS Management team has a 39-year history in administering elections to organized labor unions.· Pension and Retirement Groups – The ESS team formally ran elections for Pension and Retirement groups for over 25 years with memberships from 300,000.· Credit Unions – The ESS team formerly ran elections for Credit Unions for over 25 years with memberships from 100,000 to 500,000.4 · Professional Trade Associations – The ESS team formerly ran elections for Professional Trade Associations for over 25 years with memberships from 30,000 to 50,000.
· Awards and Contests – The ESS team ran multiple public shows for the Country Music Awards in 2006, 2007 and 2008.These awards are all online voting, so we will have the ability to effectively reengage in that field.GES Current Business As one of the United States premier provider of comprehensive election services, GES focus on efficiency, accuracy, integrity and security.GES prides itself on being able to provide flawless results regardless of the size or complexity of the project.GES helps organizations manage elections, strengthen corporate governance, increase member participation and reduce costs.Today ’ s election officials take on tremendous responsibility in managing all aspects of the voting process from selecting products to ensuring fair elections and every phase in between.
In an industry that is constantly evolving, these tasks become more challenging every day.GES provides full-service technology enabled election solutions to clients while offering the experience, support, security and capacity needed to meet ever-changing client needs now and in the future.
GES believes it is unique in its ability to integrate multiple methods of voting; customers can hold elections via Paper Ballots by mail or in person, Internet Voting, or any combination of these methods, which GES refers to as Hybrid elections.Every project begins with a formal review of the bylaws to ensure total compliance .GES then prepare s a formal project plan and timeline.An experienced Election Administrator manages every facet of the project, while keeping the client fully informed every step of the way.
GES provides telephone and/or email support for any procedural questions and help for management as well as voters .GES projects enhance the image of professionalism of the client organization, providing our clients with peace of mind every step of the way.The GES ’ s senior management team has conducted over 8,530 elections, involving more than 40,000,000 voters.Each organized labor election result requires an election certification submitted to the US Department of Labor, and for over 39 years, not one of our elections has been overturned.
Election security is an absolute priority for GES.We have seen emotions run high in many projects.Our focus on the security and confidentiality of election information diffuses most concerns and creates a broad consensus that the project is being conducted correctly and impartially.Election Committees regularly observe our processing and tabulation activities.Paper Ballots; Absentee/Mail and In-Person Voting GES management has been handling paper mail ballot and in-person elections for Labor Unions, Associations and other private organizations for over 39 years.
This process starts with a nominations meeting, creation and printing of the ballot and all materials.For an Absentee/Mail election, ballots are mailed to the eligible voting members.On the voting/tabulation day, we collect the mail and use the proprietary registration system that we developed to authenticate and register voters by scanning a barcode on the Business Reply Mail envelope with the ballot inside.
For an in-person election, voters are authenticated in our system and they sign a digital signature pad for registration.The authentication is based on a database provided by the client and any ineligible or challenged votes are removed.Once this list of valid voters has been compiled, we open the envelopes with identifiers and pull out the secret ballot envelope containing the ballot.Once the ballots are pulled from the secret ballot envelopes, we scan them using our proprietary software and hardware system to tabulate the votes.We uphold the essential requirements that the vote is secret, and each voter only gets one vote.Organized Labor/Unions Organized Labor Unions and their memberships in the United States are represented at the Local level, the Regional level and the International level.
The smallest membership totals are at the Local level, groups of locals in a geographical area combine to make up a Regional level, and all members belong to an International Level.Elections occur in all these groups and subsets of them, which means that there could be multiple votes for the same union throughout the year, with GES charging a per-member fee for each one.
Most Nominations and Officer Elections 5 for union leaders occur every two to three years.Additionally, GES is regularly involved in other types of elections, including; Strike Votes, Contract Ratifications, Delegate Nominations, Dues Increases, Assessments, By-Law Changes and Unexpired Term Votes, all of which can be done online.Each union has by-laws that dictate the process and how often these elections occur.Due to our experience, it is a natural progression for GES to expand into administering Regional and International elections, which GES has already begun to do.
In the fourth quarter of 2016, the Department of Labor released official guidelines for voting online.Since then, we have worked to develop our systems to offer our customers the most advanced software available today.Th e DOL announcement has encouraged many unions to look into this option because it is not only a more efficient process , there is a significant cost savings for the client and a margin increase for GES.Residential Organizations, Co-op/Condos GES has been conducting elections for Homeowner and Co-Op Organizations for more than thirty years.At GES, we understand the sensitivity of the project, and the need to present a flawless experience to the owners.
GES is the independent and impartial third-party Organizations can trust to manage an election and provide an Organization with the tools essential to strong leadership and good governance.GES provides complete management of an election project, from initial design of voting materials through tabulation.We support in-person, paper mail, and Internet voting using ballots or proxies.Signature verification, slates, and weighted, or share, voting are standard.No activity proceeds unless there is a quorum present.
Interim results are available immediately and certified results normally follow within 24 hours.The GES Team has conducted elections at properties with fewer than 200 Membership Interests, and with more than 10,000.We have also conducted lotteries for public housing agencies including Section 8 Housing.Now more than ever it is important to know what property owners are thinking.For many clients, we’ve included a limited set of survey questions on the proxy for the Board election.This technique has proven effective in capturing voter interest and stimulating turnout, in addition to providing valuable feedback on the important issues.GES can develop a regular program of surveys to help the client more effectively gauge members’ views on needed improvements, regulatory matters, or other association-related issues.
This interaction is made even easier with our working relationship with Voting Portals LLC.
GES Developed Election Technology Voter Authentication and Registration Software GES has worked diligently to create a very specific proprietary registration election software that functions in authenticating and registering voting members in a data look-up system.In the event of an In-Person election, a voter ID can be scanned, or any information typed in to pull that voter up.
A digital signature is then captured and saved to complete the voter ’ s registration and is available in a final list of ‘ Who Voted ” .In the event of a Mail Ballot, a barcode on a Business Reply Envelope is scanned and the status of that member is identified.If the member is not eligible to vote, that ballot is removed from the count.Additionally, if a member requests a replacement ballot and mails back that and the original, the system will flag the duplicate ballot, which would be removed ensuring only one ballot from each voter is counted.
Because we must account for every single ballot, the system has multiple reporting options where we may deliver to the client the list of members who mailed in a ballot but were not able to vote, detailing the reason.Scanning and Tabulation Software The GES proprietary scanning election software is advanced OMR/OCR/Barcode scanning and tabulation software featuring de-skewing, de-speckling and image correction.The computer hardware utilizes high-speed optical scanners and was designed to run without Internet or Wi-Fi access and is hard wired, ensuring complete security.The system allows for triple auditing capabilities, which are; electronically generated tabulation results, jpeg imaging and storage, and the original physical ballot.
This advancement gives GES the ability to tabulate elections faster and more efficiently and brings the opportunity for GES to compete for larger elections.GES began successfully deploying this system in our elections during the third quarter of 2017.6 Online Voting GES has a current client base of hundreds of unions.
GES is committed to providing a comprehensive, secure voting platform, using state of the art technology for election officials charged with running their elections.GES has joint ventured with Voting Portals LLC , to use a proprietary software that not only allows for secure online voting, but also includes add-on features for our clients in a secure portal system such as posting documents like candidate statements, contracts or amendments to be voted on, streaming real-time or archived meetings or videos, sending real-time messages within the portal or tracking email communication to the membership.We also offer the option for a “ hybrid ” election, which allows members to choose a Mail Ballot , In Person and /or Online Vot ing options , while ensuring no one votes twice.GES is working to build a user experience that limits human error and makes the voting process as easy and seamless as possible while ensuring the highest level of secrecy, security and One Voter = One Vote integrity that we have been committed to for nearly 4 decades.
Current GES Technology Providers GES is currently working with HCAS Technologies ( “ HCAS ” ), Imaging 101, Voting Portals, True Vote Inc, and Blockchain Valley Ventures, to design and create information technology and information systems management including software development services, infrastructure, network, support, corporate security, and risk management.HCAS, Imaging 101, Voting Portals, are technology companies TrueVote Inc, is a Blockchain technology company and Blockchain Valley Ventures is Blockchain Advisory company.Working Relationship with HCAS Technologies; HCAS Technologies offers information technology administrative services on a highly configurable, rules-driven risk management system that helps customers reduce administrative costs and increase profitability while increasing consumer satisfaction.
The company has developed a suite of software solutions utilizing an advanced set of proprietary technologies and focused on risk management solutions, which generate revenues to existing businesses.More than 25 professionals leverage deep industry knowledge across various verticals including: Banking and Financial Services, Healthcare, and Insurance to deliver robust digital solutions in key areas of client growth.HCAS is a unique technology company that specializes in business process improvement and automation, helping organizations optimize their underlying processes to achieve more efficient results.Given HCAS ’ extensive background in healthcare and specifically in Information Security, Privacy and Regulatory Compliance related services, organizations have chosen HCAS to be their advisors.
HCAS has been helping GES implement programs that will assure continuous compliance with Department of Labor, US Board of Elections, Election Assistance Commission, National Institute Standards and Technology, Payment Card Industry, Privacy and Data Breach Notification Rules as well as other data protection regulations with which GES must be compliant.The development resources are being dedicated to: · Ensuring the highest level of security protocols that comply with all necessary standards · Developing a Registration System supported by Blockchain Technology for security · Building an interface that is instinctive and user-friendly · Customizing for specific sectors ’ rules and requirements · Allowing for scalability while maintaining integrity · Growing our client list by offering high quality technology solutions On May 13, 2019, the Company amended the master services agreement with HCAS Technologies (the “ MSA ” ), Under the MSA, the Company will be acquiring information technology services and management from HCAS Technologies, as well as retaining Mr.Magdiel Rodriguez to act as Chief Information Officer.Pursuant to this Amended MSA, the Company will issue a total of 30,000,000 warrants to purchase the Company ’ s common shares at a price of $0.005 as consideration for the services of HCAS and Mr.Magdiel .The closing of this transaction will occur in the 3 rd quarter of 2020.
7 Working Relationship with Imaging 101 Imaging 101, a technology company based in Ft.Lauderdale, FL has developed for GES a specific registration software that functions in authenticating and registering voting members in a data look-up system.
In the event of an In-Person election, a voter ID can be scanned, or any information typed in to pull that voter up.A digital signature can also be captured and saved for the final list of ‘ Who Voted ” .
In the event of a Mail Ballot, a barcode on a Business Reply Envelope is scanned and the status of that member is identified.If the member is not eligible to vote, that ballot is removed from count.Because we must account for every single ballot, the system has multiple reporting options where we may deliver to the client the list of members who mailed in a ballot but were not able to vote, detailing the reason.Imaging 101 also developed for GES an advanced OMR/OCR/Barcode scanning and tabulation software system featuring de-skewing, de-speckling and image correction.
The computer hardware was designed to run without Internet or Wi-Fi access and is hard wired, ensuring complete security.The system allows for triple auditing capabilities, which are; electronically generated tabulation results, jpeg imaging and storage, and the original physical ballot.This advancement gives GES the ability to tabulate elections faster and more efficiently and brings the opportunity for GES to compete for larger elections.
Working Relationship with Voting Portals, LLC On May 13, 2019, the Company entered into a joint venture agreement with Voting Portals, LLC (VP), a Florida limited liability company.Pursuant to this agreement, the joint venture will be making use of the VP online e-voting web portal solutions and proprietary e-voting software programs to service and fulfill GES ’ s clients ’ online elections and other e-voting events pursuant to the terms of the agreement, as well as any other ventures and relationships agreed to pursuant to the goals of the agreement.The Agreement was amended and as part of this agreement, the Company will be issuing 10,000,000 common shares to VP for services rendered.VP will own 100% of the rights to the software, while GES will be responsible for all administrative and other election procedures.The Company is in the process of closing this transaction in the 3rd quarter of 2020.Voting Portals, LLC is a privately-owned software development company based in Miami, Florida specialized in developing and operating proprietary online/e-voting software systems in various regulated election sectors including: Condo/HOA; Labor Unions; Other not-for-profit; Shareholder; and Municipal.VP ’ s software systems deliver the most advanced platform today in online e-voting and related services allowing users to vote securely in elections and on other issues from anywhere by using encrypted voting codes, credential authentication, and blockchain technology.
VP software complies with Florida Statute, Chapter 718 (the Condominium Act), providing a unique, password-protected, user-friendly portal experience for all association members and a secure voting platform to use for “ consenting ” members.The multi-functional Internet program allows users to vote in elections and on other association issues in a secure manner by using encrypted voting codes with multiple levels of credential authentication.Each portal can be fully customized including adding logos, links to favorite websites, photos and other images to create a familiar look and feel for each association.The dynamic software also allows users to be able to view video recordings and/or live streaming video of meetings, presentations and other information, all from their mobile devices or computers.
There is also the ability to customize menu buttons, upload documents, messages and other content an organization wishes to display, archive information, send emails and notices, keep roster information organized, and track voting and other status matters.Management sees this relationship as an opportunity to not only grow our Co-Op/Condo client list and expanding in multiple states, but also offering this secure online voting system to our existing customers and adding online customers in other sectors GES services.The Voting Portals platform is fully functional in the Co-op/Condo space in Florida and may be expanded nationwide in the community association sector of the US Housing Market.This will require the adaptation of numerous individual State laws and regulations.8 Working Relationship with Blockchain Valley Ventures On June 19, 2019, Global Election Services, Inc.signed an engagement letter with Blockchain Valley Ventures ( “ BVV ” ) of Zug Switzerland.
Under the terms of the agreement, GES will pay BVV 50,000 Swiss Francs (CHF) and BVV will serve as an advisor in connection with a Voter Registration, Voter Authentication, and Voter Eligibility using a Blockchain Platform primarily covering the following matters: · Development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies such as Phoenix Systems AG, Securosys AG and others as well as any subject matter expert to be invited by Global Election Services Inc.· Development of a high-level technology solution architecture and its requirements for the blockchain based voting registration platform with inputs from third party blockchain technology.
· Documentation of the results of (a) and (b) in order to provide the basis of the technical development of the platform.· Development of an implementation recommendation with respect to Voting on the Blockchain Platform.· Legal facilitation with respect to outside tax and legal advisors in connection with compliance with local and international regulation.· Project Management during the engagement.This will be delivered as a Working Paper discussing a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendation; BVV is a Crypto Valley, Switzerland based venture capital firm who consists of highly successful entrepreneurs, finance experts, blockchain technology experts and ICO experienced analysts and consultants.The documents created will be used by GES, to create a Minimal Viable Product.
This Product, along with GES licensing rights on GES existing Registration and Tabulation Software will be owned by GES.On June 27, 2019 BVV and GES signed and amended agreement calling for a $ 25,000 CHF Payment for the development and facilitation of an extended workshop with relevant and best in class third party blockchain technology companies, and a $ 25,000 CHF payment upon completion of the engagement.GES completed payments of $ 25,000 CHF and received a Working Paper discussing a high-level envisaged Blockchain platform, including a foundational flowchart, and implementation recommendations.GES Investment in TrueVote Inc.GES is developing with TrueVote, Inc.a comprensive end-to-end, decentralized, completely digital voting system.GAHC, GES parent owns 30% of True Vote.The TrueVote Voting System will be based on traditional, proven database methodologies and layered with a “ checksum ” that is posted on the blockchain, proving all data is immutable and unalterable True Vote is directed by Brett Morrison recently the Director of Enterprise Information Systems at SpaceX.
Brett was as an e-commerce pioneer, getting brands online and creating a new channel for sales at the beginning of the e-commerce boom.Brett co-founded Onestop Internet in 2003 out of his garage and built the original e-commerce and warehouse management software that started the company.Throughout his time as Chief Technology Officer and Chief Innovation Officer at Onestop , he oversaw and managed its growth and architected and helped build the new Onestop 2.0 platform.Prior to Onestop , Brett co-founded one of the first photo sharing companies on the Internet, ememories.com, which was sold to PhotoWorks , one of the largest photo processing companies in the U.S.
True Vote is also directed by Ped Hasid who graduated UCLA with Magna Cum Laude Honors in 2007.Ped later went on to cofound Block26, a venture vehicle for the DLT space established in 2014, leading the technology and investment strategy for the firm.Block26 to date has financed and incubated innovative projects that aim to enhance consumer adoption of DLT technology.9 On June 15, 2019 , GES entered into a Term Sheet to create a joint venture with TrueVote , Inc.
Under the terms of the agreement GES was to invest $50,000 into True Vote thru a 24 Month Debenture and issue a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of Global Arena Holding Inc., ( “ GAHC ” ).GAHC will receive 3 million common shares of TrueVote , representing 30% of TrueVote Inc.
On December 16, 2019 this Term Sheet was amended to provide for a December 17, 2019, payment by the Company for $ 40,000 to True Vote.As of the date of this filing the Company will pay an additional $ 10,000 and a 3 year warrant exercisable at $0.01 for 4,500,000 common shares of the Company, and the Company will receive 3,000,000 common shares of TrueVote Inc representing Thirty percent (30%) as part of the joint venture between the companies.This transaction is expected to close in the 3 rd quarter of 2020.2) Tidewater Energy Group Inc.On November 19, 2019, the Company incorporated a new wholly owned entity in the State of Delaware called Tidewater Energy Group Inc.The Board of Directors appointed John S.
Matthews and Jason Old as Board members.The Company was formed to explore opportunities in the oil, gas, mineral and energy business.Tidewater Energy Group Inc.has 40,000,000 common shares authorized, par value $0.001.There are currently 10,000,000 common shares issued and outstanding of which the Company holds 5,100,000 common shares (51%).The Company invested $50,000 into Tidewater Energy Group Inc.for general capital and administrative expenses in January 2020.3 ) GAHI Acquisition Corp.
(GAHI Acquisition) On May 20 th , 2015 the Company incorporated a new wholly owned entity in the State of Delaware called “ GAHI Acquisition Corp.” This entity was incorporated at the time to be the merger subsidiary for the acquisition of Blockchain Technologies Corp.(BTC) and other software system development.On May 20, 2015 the Company entered into an agreement and plan of merger with BTC.
Under this agreement, BTC would have merged with GAHI Acquisition, and GAHI Acquisition, would have been the surviving corporation.As consideration for the merger, the Company was to reserve a number of shares equal to 1/3 the total issued and outstanding of the Company to be issued to BTC shareholders at closing.On October 20, 2015, the parties agreed to extend the closing date of the merger to December 15, 2015.This agreement expired on December 15, 2015.
Concurrently, on October 20, 2015, the Company paid $125,000 in cash to BTC and issued to Nikolaos Spanos 1,377,398 of its common shares and 1,993,911 warrants to purchase its common shares at the exercise price of $.10 per common share with an exercise period of three years.The warrants have expired.The common shares and warrants were issued for the purchase of 1,000,000 common shares of BTC.Said common shares of BTC represented ten percent (10%) of the outstanding equity in BTC on October 20, 2015.
The securities issued by the Company were issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.
There has been no further activity in GAHI Acquisition Corp.On March 28, 2017 the United States Patent Office issued patents to BTC covering Election Intellectual Property, US Patent #9,608,829, Issued March 28, 2017.As an equity shareholder in BTC only, GAHC and GES have not used the BTC US Patent.Any use of the patent would require a new negotiation, and new contract with BTC.The Company has determined that the initial investment of Blockchain Technologies Corp.will be written off.The Company ’ s Board of Directors cancelled all transactions previously proposed but never acted on concerning GAHI Acquisition.
GAHI Acquisition will remain a subsidiary for the exclusive use of any future transactions involving Blockchain Technologies Corporation.Growth Strategy for the Company Management believes there are four significant opportunities to increase market share; the growth and expansion of GES paper absentee/mail ballot business; Internet voting for private non-government clients; development of Blockchain Voting Applications; and the diversification Tidewater Energy Group Inc can deliver.10 1) GES plans to enter the Political Party elections market in the 1st quarter of 2020, and the US Government/Foreign Government by the second quarter of 2021, by providing proprietary comprehensive technology-enabled election software and services.In the US there are 3,007 counties, 64 parishes, 19 organized boroughs, 11 census areas, 41 independent cities, and the District of Columbia, all of whom are going to buy updated Election Machines and Software in the near future.
Each municipal county individually purchases election voting equipment and software under the guidance of each State ’ s Secretary of State.In January 2017, President Barack Obama issued an Executive Order declaring United States government elections a “ Critical Infrastructure ” .President Donald J.Trump further extended this “ Executive Order ” .
According to the National Conference of State Legislatures, five states currently conduct all elections entirely by mail; Colorado, Hawaii, Oregon, Washington and Utah and at least 21 other states have laws that allow certain elections to be conducted by mail.2) GES also offers online voting for craft and trade organizations, labor unions, political parties, co-operatives, housing organizations, associations, professional societies, and universities.GES believes this is an option that will save clients significant dollars in the reduction of printing and US Mail costs.GES is working with its joint venture partner Voting Portals LLC on this effort.3) Management sees a unique opportunity in Blockchain Voting Technology, and is working with Blockchain Valley Ventures and TrueVote Inc, which could positively impact Global in many aspects of its business, including; · Securely storing Voter Registration Information on the blockchain.· Creating an international capability to administer or joint venture in conducting foreign government elections.
· Creating a secure Internet voting record on the blockchain for online elections.· Administer Financial Services Elections, such as Proxy ’ s and shareholder votes.· · Reducing cost and time of delivery, enabling scalability.4) Tidewater Energy Group was formed for the purpose of creating diversification for the Company.Directed by Jason Old, Tidewater Energy Group brings a number of seasoned, well-respected members of the Energy Industry to the Company.The new age of unconventional drilling has reset the life cycle of the exploration and production industry.
Beginning in the mid – 2000 ’ s, management teams and their private equity sponsors were able to deploy capital and realize gains quickly by building contiguous acreage positions that they flipped to larger operators.This added value by creating high working interest, horizontal drilling locations and resulted in extremely high IRRs with low equity multiples.As public companies and larger private independents secured their acreage positions, drilling locations became less attractive in the short – term.Public valuations soon became depressed, partially due to their expensive drilling inventory, the values of which would take time to realize (i.e.drill).Simultaneously, commodity prices began to fall, further reducing the value of upside.
Larger companies are now focused on acquiring production that is immediately accretive, and we are beginning to see consolidation.Assets are now priced on current production with little to no value given to upside.Management believes this creates an opportunity for Tidewater Energy Group Inc., for the following reasons: · Consolidation drives disposition of “ non – core ” assets · Tidewater Energy Group Inc can protect its downside by purchasing stable, low – risk cash flow at a discount · Tidewater Energy Group Inc technical team is uniquely positioned to cherry pick those opportunities with attractive upside through recompletions, workovers, and development drilling 11 Not applicable to a smaller reporting company.ITEM 1B.UNRESOLVED STAFF COMMENTS Not applicable.ITEM 2.
PROPERTIES The Company maintains a holding address at 208 East 51 Street, Suite 112, New York, NY 10022.During the years ended December 31, 2019 and 2018, the Company paid $14,664 and $14,664 for all office, storage, and other expenses, respectively.ITEM 3.
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.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 accou nts payable and accrued expenses at December 31, 2018 and December 31, 2017.The Company is currently attempting to adjudicate and settle this fine.The Company is currently attempting to adjudicate and settle this fine.The Company contacted the NFA and was the debt had been written off.GACOM ceased all activities in 2013.
On December 26, 2017, the Company entered into a settlement agreement with a prior attorney with regards to outstanding legal fees owed.Pursuant to this settlement agreement, the Company paid $25,000 on January 5, 2018, and $25,000 on February 5, 2018, and was required to pay an additional $200,000 during 2018.The $200,000 settlement is in default, and is carried in the accounts payable, however the Company is in the process of settling the outstanding balance.The Company made payments of $10,000 on the owed legal fees in 2020.
ITEM 4.MINE SAFETY DISCLOSURE None 12 PART II ITEM 5.MARKET FOR COMPANY ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Item 5(a) a) Market Information.The Company began trading publicly on the NASD Over the Counter Bulletin Board on July 19, 2006.
We began trading under the symbol GAHC on May 27, 2011, and now trade under the symbol “ GAHC ” on the OTC Markets Pink Sheets.The quotations represent inter-dealer prices without retail markup, markdown or commission, and may not necessarily represent actual transactions.b) Holders.At September 11, 2020, there were approximately 157 shareholders of record of our common stock.
c) Dividends.Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors.No dividends on our common stock have ever been paid, and we do not anticipate that dividends will be paid on our common stock in the foreseeable future.d) Securities authorized for issuance under equity compensation plans.Stock Awards plan In June 2011, the Board of Directors adopted a Stock Awards Plan ( “ Plan ” ).The purpose of the Plan is to attract, retain and motivate employees, directors and persons affiliated with the Company and to provide such participants with additional incentive and reward opportunities.The awards may be in the form of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, phantom stock awards, or any combination of the foregoing.
The total number of shares of stock reserved for issuance under the Plan is 3,000,000.On December 8, 2017, the Company granted stock options to purchase 45,000,000 shares of the Company common stock.The options were fully vested when issued with a fair value of approximately $972,000 at the grant date.Weighted average assumptions used to estimate the fair value of stock options on the date of grant are as follows: December 8, 2017.
