UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ Quarterly report pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026
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: 0-08962
GLOBAL ASSET MANAGEMENT GROUP, INC. |
(Exact name of registrant as specified in its charter) |
Wyoming |
| 84-1641415 |
(State of incorporation) |
| (I.R.S. employer identification no.) |
|
|
|
51 Monroe St., Suite 1505 Rockville, MD |
| 20852 |
(Address of principal executive offices) |
| (Zip Code) |
(240) 398-8319
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
Emerging growth company | ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As of May 15, 2026, there were 340,152,858 shares of the registrant’s common stock, par value $0.01 per share, outstanding.
CAUTIONARYNOTEREGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Global Asset Management Group, Inc. and subsidiaries, a Wyoming corporation (the “Company”), contains “forward- looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward- looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
GLOBAL ASSET MANAGEMENT GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED MARCH 31, 2026
INDEX
| 2 |
| Table of Contents |
INDEX TO FINANCIAL STATEMENTS
GLOBAL ASSET MANAGEMENT GROUP, INC.
TABLE OF CONTENTS
| F-1 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC. | ||||||||
CONSOLIDATED BALANCE SHEET | ||||||||
UNAUDITED | ||||||||
|
| As of March 31, 2026 |
|
| As of Dec 31, 2025 |
| ||
ASSETS |
| Unaudited |
|
|
|
| ||
Current Assets |
|
|
|
|
|
| ||
Cash and Bank |
| $ | 27,394 |
|
|
| 49,077 |
|
Due from Related Party * |
| $ | 22,011 |
|
| $ | - |
|
Subscription Receivable |
| $ | - |
|
| $ | - |
|
Prepayment(Insurance) |
| $ | 30,280 |
|
| $ | 45,658 |
|
Notes Receivable from Officer (including accrued interest) |
| $ | 20,463 |
|
| $ | 14,463 |
|
Total current assets |
| $ | 100,148 |
|
| $ | 109,198 |
|
|
|
|
|
|
|
|
|
|
Escrow Holdback - |
| $ | 1,518,532 |
|
| $ | 1,606,494 |
|
PPE (Net) |
| $ | 7,623,736 |
|
| $ | 7,643,034 |
|
Construction in Progress |
| $ | 653,962 |
|
| $ | 577,510 |
|
Deferred Financing Costs |
| $ | 209,239 |
|
| $ | 266,539 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
| $ | 10,105,617 |
|
| $ | 10,202,775 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
| $ | 37,561 |
|
| $ | 4,001 |
|
Due to related parties |
| $ | 28,925 |
|
| $ | 28,925 |
|
Loans payable to Officers |
| $ | 308,538 |
|
| $ | 98,302 |
|
Note payables Dan-Sydner |
| $ | 21,830 |
|
| $ | 21,830 |
|
Accrued Interest Payable |
| $ | 69,860 |
|
| $ | 34,953 |
|
Security Deposit Held |
| $ | 8,022 |
|
| $ | 8,022 |
|
Notes Payables |
| $ | - |
|
| $ | - |
|
Total current liabilities |
| $ | 474,735 |
|
| $ | 196,033 |
|
|
|
|
|
|
|
|
|
|
Mortgage Debt |
| $ | 9,989,625 |
|
| $ | 9,989,625 |
|
|
|
|
|
|
|
|
|
|
Total other liabilities |
| $ | 9,989,625 |
|
| $ | 9,989,625 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
| $ | 10,464,360 |
|
| $ | 10,185,658 |
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity |
|
|
|
|
|
|
|
|
Common stock, par value $.01 - authorized 1,000,000,000 shares, 340,152,858 shares issued and outstanding, respectively |
| $ | 3,401,528 |
|
| $ | 3,390,728 |
|
Additional paid-in-capital |
| $ | 36,553,364 |
|
| $ | 36,563,153 |
|
Accumulated deficit |
| $ | (40,313,635 | ) |
| $ | (39,936,764 | ) |
Non Controlling Interest |
| $ | - |
|
| $ | - |
|
TOTAL STOCKHOLDERS' EQUITY |
| $ | (358,743 | ) |
| $ | 17,117 |
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ | 10,105,617 |
|
| $ | 10,202,775 |
|
The accompanying notes are an integral part of these financial statements.
| F-2 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC. | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
FOR THE PERIOD ENDED MARCH 31, 2026. | ||||||||
UNAUDITED | ||||||||
THREE MONTH ENDED | ||||||||
|
| 2026 |
|
| 2025 |
| ||
Operating revenue: |
|
|
|
|
|
| ||
Revenue |
| $ | 93,201 |
|
| $ | - |
|
Cost of sales |
| $ | - |
|
| $ | - |
|
|
| $ | 93,201 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Bank Charges & Fees |
| $ | 869 |
|
| $ | 834 |
|
Legal & Professional Services |
| $ | 15,085 |
|
| $ | - |
|
General and administrative Expenses |
| $ | 292,499 |
|
| $ | - |
|
Amortisation and other Expenses |
| $ | 76,598 |
|
| $ | - |
|
Property Management |
| $ | 17,300 |
|
| $ | - |
|
Insurance Expense |
| $ | 15,378 |
|
| $ | - |
|
Interest expenses |
| $ | 52,342 |
|
| $ | - |
|
Total operating expenses |
|
| 470,072 |
| $ | 834 | ||
|
|
|
|
|
|
|
|
|
Loss from operations |
| $ | (376,871 | ) |
| $ | (834 | ) |
|
|
|
|
|
|
|
|
|
Other Income (expenses) |
|
|
|
|
|
|
|
|
Misc. receivables written off |
| $ | - |
|
|
|
|
|
Gain/(Loss) from settlement/debt extinguishment |
|
|
|
|
| $ | (45,000 | ) |
Total other income/(expense) |
| $ | - |
|
| $ | (45,000 | ) |
|
|
|
|
|
|
|
|
|
Net Income/ loss |
|
| (376,871 | ) |
| $ | (45,834 | ) |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
| $ | (0.00077 | ) |
| $ | (0.00092 | ) |
Diluted |
| $ | (0.00077 | ) |
| $ | (0.00092 | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares - Basic |
| $ | 211,363,679 |
|
| $ | 50,004,185 |
|
The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC. | ||||||||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||
FOR THE YEAR ENDED MARCH 31, 2026. | ||||||||||||||||||||||||||||||||
UNAUDITED | ||||||||||||||||||||||||||||||||
THREE MONTH ENDED | ||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||
|
| Common Stock |
|
| Preferred Stock A |
|
| Additional Paid-in |
|
|
|
| Accumulated |
|
|
|
| |||||||||||||||
Description |
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| NCI |
|
| Deficit |
|
| Total |
| ||||||||
|
|
|
|
| $ |
|
|
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||||||
Balance – Balance Jan 1, 2025 |
|
| 83,654,525 |
|
|
| 836,545 |
|
|
| 12,500 |
|
|
| 125 |
|
|
| 38,919,349 |
|
|
| 5,851 |
|
|
| (39,783,011 | ) |
|
| (21,141 | ) |
Common stock issued |
|
| 255,418,333 |
|
|
| 2,554,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| 2,554,183 |
|
Additional paid in capital |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (2,356,196 | ) |
|
| - |
|
|
| - |
|
|
| (2,356,196 | ) |
Net (loss) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| (153,729 | ) |
|
| (153,729 | ) |
Preferred Stock A Cancelled |
|
|
|
|
|
|
|
|
|
| (12,500 | ) |
|
| (125 | ) |
|
|
|
|
|
|
|
|
|
| 125 |
|
|
| - |
|
NCI |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (5,851 | ) |
|
| (149 | ) |
|
| (6,000 | ) |
Balance – December 31, 2025 |
|
| 339,072,858 |
|
|
| 3,390,728 |
|
|
| - |
|
|
| - |
|
|
| 36,563,153 |
|
|
| - |
|
|
| (39,936,764 | ) |
|
| 17,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – Balance Jan 1, 2026 |
|
| 339,072,858 |
|
|
| 3,390,728 |
|
|
| - |
|
|
| - |
|
|
| 36,563,153 |
|
|
| - |
|
|
| (39,936,764 | ) |
|
| 17,117 |
|
Common stock issued |
|
| 1,080,000 |
|
|
| 10,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| 10,800 |
|
Additional paid in capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (9,790 | ) |
|
| - |
|
|
| - |
|
|
| (9,790 | ) |
Net (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| - |
|
|
| - |
|
|
| (376,871 | ) |
|
| (376,871 | ) |
Balance – March 31, 2026 |
|
| 340,152,858 |
|
|
| 3,401,528 |
|
|
| - |
|
|
| - |
|
|
| 36,553,364 |
|
|
| - |
|
|
| (40,313,634 | ) |
|
| (358,743 | ) |
The accompanying notes are an integral part of these financial statements.
| F-4 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
FOR THE PERIOD ENDED MARCH 31, 2026 | ||||||||
UNAUDITED | ||||||||
THREE MONTH ENDED | ||||||||
|
| 2026 |
|
| 2025 |
| ||
Cash flows from operating activities: |
| $ |
|
| $ |
| ||
Net loss from continuing operations attributable to common stockholders |
|
| (376,871 | ) |
| $ | (45,834 | ) |
Adjustments to reconcile net loss to net |
|
|
|
|
|
|
|
|
Amortization and Non-cash expenses |
|
| 164,560 |
|
|
|
|
|
Receivable written-off |
|
|
|
|
| $ |
| |
Changes in: |
|
|
|
|
|
|
|
|
Due from Related Party /Subscription receivables |
|
| (12,633 | ) |
|
|
|
|
Receivable written-off |
|
|
|
|
| $ | 45,000 |
|
Notes and Payables |
|
| 278,703 |
|
| $ |
| |
Prepaid expenses and receivables |
|
| - |
|
| $ |
| |
Net cash used in operating activities |
|
| 53,759 |
| $ | (834 | ) | |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
PPE (Net) |
|
|
|
|
| $ | - |
|
Construction in Progress |
|
| (76,452 | ) |
| $ | - |
|
Deferred Financing Costs |
|
|
|
|
| $ | - |
|
Escrow Holdbacks |
|
|
|
|
| $ | - |
|
Net cash used in investing activities |
|
| (76,452 | ) |
| $ | - |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Common Stock |
|
| 10,800 |
|
| $ | - |
|
Additional Paid-In-Capital |
|
| (9,790 | ) |
| $ | - |
|
Other Long-Term Debt and Mortgage Debt |
|
|
|
|
|
|
|
|
NCI |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
| 1,010 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
| (21,683 | ) |
| $ | (834 | ) |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
| 49,077 |
|
| $ | 834 |
|
Cash, end of period |
|
| 27,394 |
|
| $ | 0 |
|
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2026
Note 1 – THE COMPANY AND NATURE OF BUSINESS
GLOBAL ASSET MANAGEMENT GROUP, INC. hereinafter referred to as the “Company” or “we”, was incorporated on April 25, 1968, under the laws of the State of New York, and reincorporated in the State of Wyoming in 2021, where it is currently domiciled. The corporation changed its name to Global Asset Management Group, Inc. on June 16, 2025. The Company has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, and presently on the OTCID (trading symbol “GAMG”). The Company has applied for uplisting to the OTCQB Venture Market.
Global Asset Management Group is a diversified holding company with a global presence. Guided by long-term investment principles, we focus on acquiring Real Estate and Businesses. The Company has transitioned a regional residential real estate company into a publicly focused enterprise with a national and global vision. Built to address real challenges facing American homeowners, GAMG develops affordable housing solutions and partners with veteran-focused organizations to support U.S. servicemembers seeking long-term stability and homeownership. GAMG integrates real estate, property management, financial services, and banking support to deliver comprehensive community impact.
ACQUISITION OF BELLA RIO MARKETING AGENCY, INC.
On July 31, 2025, Global Asset Management Group, Inc. completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
About Bella Rio Marketing Agency, Inc.
Bella Rio Marketing Agency, Inc. is a full-service marketing and automation firm specializing in scalable digital solutions for modern brands. The company offers expertise in social media strategy, content creation, SEO, website development, CRM integration, and email marketing. Its data- driven approach focuses on lead generation, conversion optimization, and customer retention through customized digital experiences and automated workflows. Bella Rio distinguishes itself with full-stack capabilities including professional video production, merchandising, campaign audits, and advanced audience targeting. Clients benefit from a high-touch strategic process supported by real-time analytics and automation tools that enhance performance across the marketing funnel. In its first year of operations, Bella Rio generated gross revenue of $92,787.92 and anticipates significant growth in the coming fiscal year.
ACQUISITION OF DC RENTAL PORTFOLIO CORP.
On September 29, 2025, Global Asset Management Group, Inc. completed the acquisition of DC Rental Portfolio Corp. (“DC Rental”) pursuant to a Share Exchange Agreement dated February 6, 2025. The Company acquired 100% of the issued and outstanding capital stock of DC Rental in exchange for 250,000,000 shares of its Common Stock issued to the shareholders of DC Rental. The transaction was conducted as a private placement under Rule 4(a)(2) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions.
Organized pursuant to the laws of the District of Columbia, DC Rental, through its wholly-owned subsidiaries, owns or is in the process of acquiring various income producing multi-family residential housing units located in the District of Columbia. The Company is currently in negotiations and anticipates that it will acquire two additional multi-family housing properties in the Fourth Quarter of 2025. Mr. John Murray, the President of the Company and a Director, has also been appointed as President of DC Rental Portfolio Corp.
The foregoing summary of the Share Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026, and is incorporated herein by reference.
| F-6 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2026
ACQUISITION OF SUSTAINABLE PROPERTIES
On March 13, 2026, Global Asset Management Group, Inc. (the “Company”) completed Share Exchange Agreements (collectively, the “Share Exchange Agreements”), pursuant to which the Company agreed to acquire 100% of the outstanding equity interests of each applicable acquired entity in exchange for shares of the Company’s common stock.
The transactions provide the Company with a portfolio of specialized assets including:
| · | Industrial manufacturing facilities suitable for redevelopment |
| · | Manufacturing and production infrastructure for health and wellness products |
| · | Options for future purchase of Illinois cannabis craft grow, infuser and transportation licenses |
The Sustainable Properties portfolio includes two industrial real estate assets: a 33,000-square-foot edge data center facility and an 18,000-square-foot manufacturing property.
In addition, management is evaluating potential monetization and redeployment initiatives relating to certain assets and licenses acquired in the Sustainable Acquisitions. As part of this evaluation, the Company is in discussions regarding potential transactions that, if pursued and consummated, could include (i) the sale of one of the two facilities associated with a licensed operation pursuant to seller‑financing terms over a five‑year period for an aggregate purchase price of approximately $5,000,000, and (ii) the sale of assets of another operational facility together with two associated licenses pursuant to similar seller‑financing terms over a five‑year period for an aggregate purchase price of approximately $5,000,000. If the Company enters into and completes one or more such transactions, management currently expects to consider using proceeds as received to invest in and scale production of a hemp‑derived THC beverage (drink) product line and to support other manufacturing initiatives. These initiatives are preliminary and remain subject to ongoing negotiation, execution of definitive documentation, satisfaction of customary closing conditions (including any required regulatory approvals), and the performance by counterparties of their obligations under any seller‑financing arrangements. Accordingly, there can be no assurance that any such transactions will be completed on the terms described above, or at all, or that proceeds will be received as anticipated.
The foregoing summary of the Share Exchange Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreements, which were filed as Exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025, and is incorporated herein by reference.
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s first quarter period-end is March 31, 2026.
Principle of consolidation
The consolidated financial statements include the accounts of Global Asset Management Group, Inc. and its 100% owned subsidiaries: Bella Rio Marketing Agency, Inc. and DC Rental Portfolio, Inc.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $27,394 in cash as of March 31, 2026.
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GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2026
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets;
Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 606, “Revenue Recognition” ("ASC-606"), ASC- 606 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or services not provided or is subject to a refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASBASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of March 31, 2026 there were no potentially dilutive debt or equity instruments issued or outstanding.
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GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2026
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 3 – GOING CONCERN UNCERTAINTY
For the periods ended March 31, 2026 and March 31, 2025, the Company incurred net losses of approximately ($376,871) and ($834) respectively.
These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.
The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations and acquisitions; however, there can be no assurance the Company will be successful in these efforts. In addition, during this Quarter the completed two acquisitions which significantly increased the assets and business operations of the Company.
On July 31, 2025, Global Asset Management Group, Inc. completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
On September 29, 2025, Global Asset Management Group, Inc. completed the acquisition of DC Rental Portfolio Corp. (“DC Rental”) pursuant to a Share Exchange Agreement dated February 6, 2025. The Company acquired 100% of the issued and outstanding capital stock of DC Rental in exchange for 250,000,000 shares of its Common Stock issued to the shareholders of DC Rental. The transaction was conducted as a private placement under Rule 4(a)(2) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions.
Note 4 – ACCOUNT RECEIVABLES
Account receivables are recorded at their invoiced amounts and do not bear interest. The Company evaluates the collectability of its accounts receivable and maintains an allowance for doubtful accounts to cover estimated credit losses. The allowance is based on historical collection trends, the age of outstanding receivables, and management’s judgment regarding the financial condition of customers.
Write-offs of Accounts Receivable
Receivables are written off against the allowance when deemed uncollectible after all collection efforts have been exhausted. During the period ended March 31, 2026, the Company had no receivables written off.
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GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
MARCH 31, 2026
Note 5 – PAYROLL TAXES PAYABLE
None.
Note 6 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up through the date the Company issued the unaudited consolidated financial statements and determined that the following subsequent events occurred:
On May 6, 2026, Global Asset Management Group, Inc. (the “Company”) and its wholly-owned subsidiary RI Property Holdings, Inc. (the “Buyer SPE”) completed a Debt & Equity Transfer & Assumption Agreement (the “Agreement”) with FVP Investments, LLC and FVP Opportunity Fund III, LP (through their designee FVP Servicing, LLC, collectively, the “Seller”). Pursuant to the Agreement, the Buyer SPE acquired 100% of the Seller’s 83.125% membership interest in Memorial Real Estate Group LLC (“MREG”). Prior to the acquisition, the Buyer SPE (and/or its affiliate(s)) already held 16.875% of the membership interests in MREG. Following the closing of the transactions contemplated by the Agreement, the Buyer SPE owns 100% of the membership interests in MREG and, effective at closing, was to be appointed as the sole member and sole manager (or managing member, as applicable) of MREG.
The Agreement contemplates that FVP Opportunity Fund III, LP, as lender, assigns 100% of its interest in the MREG loan pursuant to a loan assignment agreement attached as Exhibit B to the Agreement (the “Debt Assignment Agreement”), and that FVP Servicing, LLC resigns as Administrative Agent under the loan agreement.
The total consideration payable to the Seller in connection with the transaction was $6,455,000, consisting of (i) a $6,000,000 principal amount one-year convertible promissory note issued by the Company (the “Convertible Note”) and (ii) a $455,000 cash down payment paid at closing (the “Down Payment”) and disbursed pursuant to Seller’s written wire instructions, including payments to FVP Servicing, LLC ($300,000), City of Pawtucket / Tax Settlement Authority ($55,000), KPRS Law ($50,000), and utilities/miscellaneous expenses ($50,000).
On April 10, 2026, the members of MREG, acting by unanimous written consent, authorized MREG to enter into a loan agreement with Bogdan Capital LLC relating to a loan in the principal amount of $1,000,000 (the “MREG Loan”). The MREG Loan was intended to be documented on or about April 13, 2026, consistent with a transaction term sheet dated April 9, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless the context otherwise requires, all references in this section as to the “Company,” “we,” “us” or “our” refer to the business of Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) and its consolidated subsidiary.
The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes contained in this Quarterly Report and the financial statements and related notes contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those discussed in Part I, Item 1A, “Risk Factors” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and “Forward-Looking Statements” sections and elsewhere in this Quarterly Report, our actual results may differ materially from those anticipated in these forward-looking statements.
The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the three months ended March 31, 2026 and 2025.
OVERVIEW
Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) hereinafter referred to as the “Company”, GAMG, or “we”, was incorporated on April 25, 1968, under the laws of the State of New York, and reincorporated in the State of Wyoming on May 27, 2021, where it is currently domiciled. On June 16, 2025, the Company changed its name to Global Asset Management Group, Inc. The Company has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, and presently on the OTCID Market (trading symbol “GAMG”). The Company has applied for uplisting to the OTCQB Venture Market.
The company maintains its principal offices at 51 Monroe St, Unit 1505, Rockville, Maryland, with additional executive offices located in Illinois 6755 Weaver Rd, Suite 2, Rockford, IL 61114. The Company’s telephone number is (240) 398-8319, and its corporate website is www.gamg.us.
GENERAL
Global Asset Management Group, Inc. is a diversified holding company focused on disciplined acquisitions and operational growth across real estate and related business lines. During 2025, the Company expanded its operating footprint through the acquisition of Bella Rio Marketing Agency, Inc. and DC Rental Portfolio Corp. The Company’s strategy is to deploy capital into opportunities intended to generate long‑term shareholder value, including income‑producing real estate and operating businesses. Certain statements regarding future initiatives and expansion plans are forward‑looking and subject to risks and uncertainties described elsewhere in this report.
The Company’s current business operations are concentrated in digital marketing, acquisition and rehabilitation of distressed multi-family residential rental properties, and real estate management.
BELLA RIO MARKETING AGENCY, INC.
On July 31, 2025, the Company completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
About Bella Rio Marketing Agency, Inc.
Bella Rio Marketing Agency, Inc. is a full-service marketing and automation firm specializing in scalable digital solutions for modern brands. The company offers expertise in social media strategy, content creation, SEO, website development, CRM integration, and email marketing. Its data- driven approach focuses on lead generation, conversion optimization, and customer retention through customized digital experiences and automated workflows. Bella Rio distinguishes itself with full-stack capabilities including professional video production, merchandising, campaign audits, and advanced audience targeting. Clients benefit from a high-touch strategic process supported by real-time analytics and automation tools that enhance performance across the marketing funnel. In its first year of operations, Bella Rio generated gross revenue of $92,787.92 and anticipates significant growth in the coming fiscal year.
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DC RENTAL PORTFOLIO CORP.
On September 29, 2025, the Company completed the acquisition of DC Rental Portfolio Corp. (“DC Rental”) pursuant to a Share Exchange Agreement dated February 6, 2025. The Company acquired 100% of the issued and outstanding capital stock of DC Rental in exchange for 250,000,000 shares of its Common Stock issued to the shareholders of DC Rental. The transaction was conducted as a private placement under Rule 4(a)(2) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions.
Organized pursuant to the laws of the District of Columbia, DC Rental, through its three wholly-owned Limited Liability Company subsidiaries, owns or is in the process of acquiring various income producing multi-family residential housing units located in the District of Columbia. The Company is currently in negotiations and anticipates that it may acquire up to two additional multi‑family housing properties during the second quarter of 2026, subject to the satisfaction of customary closing conditions and regulatory requirements. Mr. John Murray, the President of the Company and a Director, has also been appointed as President of DC Rental Portfolio Corp.
The foregoing summary of the Share Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025, and is incorporated herein by reference.
About DC Rental Portfolio Corp.:
DC Rental Portfolio Corp. was incorporated under the laws of the District of Columbia in July, 2025. Through its three Limited Liability Company subsidiaries, DC Rental is a real estate development company which is focused on providing affordable housing solutions for low to moderate income households, initially in the Washington, DC market. Its ongoing business strategy and vision is to develop affordable housing for all, notably people with disabilities, and our nation’s military veterans.
The housing sector in the Washington, D.C. Metropolitan area presents definitive opportunities to generate attractive, stable returns for shareholders. Affordable housing in this market tends to be more consistent across economic cycles and the current demand far exceeds supply.
DC Rental intends to address the significant supply/demand imbalance by providing greater quality control over development and re-development of properties, and faster property lease-up. Our product quality typically creates longer tenant tenure and shorter turnover, resulting in lower operating costs and more stable returns.
While continuing to grow our existing business in the Washington, DC market, we intend to consistently explore the best markets that meet our objectives in pursuing mixed-use, single/multi-family rental and for-sale projects.
Our acquisition strategy will focus on viable, well- positioned regions that are anchored by strong tenant markets, robust job growth, and increased demand for housing.
As part of our long-term strategy, we also are seeking to acquire in the future a lending institution which will further support our commitment to creating greater access to capital.
Going forward, we will be adding to our real estate portfolio, and will seek a diverse real estate portfolio which may include: mixed-use, multi-family, single-family homes for sale and for rent at various levels of affordability. All our projects will have background checks on tenants and our properties will be properly maintained. We have implemented strict investment criteria and will seek investments that allow the company to grow.
THE DC RENTAL PORTFOLIO CORP. PROPERTIES
653 East Capitol Street S.E., District of Columbia
This property is a Multi-Family (Walk-Up) apartment complex totaling 31units on a 0.13 acre site, and known as the “Saratoga Apartments”. It was acquired in August, 2025 for $6,700,000, and is currently being renovated for a planned conversion to condominium units. Upon conversion, the prospective value upon completion has been appraised at $12,910,000. (1)
5320 8TH Street N.W., District of Columbia (Under Contract to be Acquired)
This acquisition is expected to be completed in February 2026. This property is a Multi-Family (Garden/Low Rise) apartment complex on a 0.34 acre site, consisting of 41 3-bedroom Units. It is presently under contract to be acquired for $10,000,000. The Closing on this property is anticipated during the Second Quarter of 2026, following completion of regulatory requirements pertaining to residential apartment buildings in the District of Columbia. The Units were built in 1927, and are undergoing a complete renovation at a final projected cost of $2,000,000. Upon completion of the renovations, the prospective value upon completion has been appraised at $19,900,000. (2)
3628 Georgia Ave. N. W., District of Columbia
This property consists of eight residential condominium units and one commercial condominium unit in the Columbia Heights subdivision, all of which are vacant and being upgraded for resale. The units were recently acquired in September, 2025 for an aggregate purchase price of $3,000,000. (3)
____________
(1) This Appraisal has been prepared by Bowery*
(2) This Appraisal has been prepared by Colliers International Valuation & Advisory Services*
(3) These Appraisals have been prepared by O.N.C.E Appraisals*
*All Appraisals (1), (2), (3) were prepared in accordance with and based upon the requirements and guidelines of the Uniform Standards of Professional Appraisal Practice (USPAP), the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute.
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SUSTAINABLE PROPERTIES GROUP
On March 13, 2026, Global Asset Management Group, Inc. (the “Company”) completed the following Share Exchange Agreements (collectively, the “Share Exchange Agreements”), pursuant to which the Company agreed to acquire 100% of the outstanding equity interests of each applicable acquired entity in exchange for shares of the Company’s common stock.
Acquired Asset Portfolio
The transactions in this series of acquisitions provide the Company with a portfolio of specialized assets including industrial manufacturing facilities suitable for redevelopment; manufacturing and production infrastructure for health and wellness products; and Options for future purchase of Illinois cannabis craft grow, infuser and transportation licenses. The Sustainable Properties portfolio includes two industrial real estate assets: a 33,000-square-foot edge data center facility and an 18,000-square-foot manufacturing property.
Strategic Growth Opportunity
The transactions were specifically structured to allow the Company to provide non-plant touching cannabis industry services, such as real estate development, equipment rentals and brand development. Pending future Federal Rescheduling of cannabis products, as part of these transactions the Company has acquired Options to purchase State-licensed cannabis growing and manufacturing licenses. Once Federal restrictions are removed, the Company will be poised to take part in a rapidly expanding industry. The company believes the combination of high-value licenses and purpose-built real estate creates significant long-term value potential for our asset portfolio.
Summaries of the Share Exchange Agreements: (i) Sustainable Craft Grow #1, LLC Share Exchange Agreement (Exhibit 10.1). The Company entered into a Share Exchange Agreement with Sustainable Craft Grow #1, LLC (“SCG”), pursuant to which the Company agreed to acquire 100 membership units of SCG (representing 100% of the issued and outstanding membership units of SCG) in exchange for 10,666,667 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement. (ii) Sustainable Properties, LLC Share Exchange Agreement (Exhibit 10.2). The Company entered into a Share Exchange Agreement with Sustainable Properties, LLC (“SP”), pursuant to which the Company agreed to acquire 1,000,000 membership units of SP (representing 100% of the issued and outstanding membership units of SP) in exchange for an aggregate of 10,000,000 shares of the Company’s common stock issued to the selling members of SP as set forth in the agreement. (iii) Sustainable Transporter #1, LLC. The Company entered into a Share Exchange Agreement with Sustainable Transporter #1, LLC (“ST1”), pursuant to which the Company agreed to acquire 100 membership units of ST1 (representing 100% of the issued and outstanding membership units of ST1) in exchange for 166,667 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
Sustainable Transporter #2, LLC Share Exchange Agreement. The Company entered into a Share Exchange Agreement with Sustainable Transporter #2, LLC (“ST2”), pursuant to which the Company agreed to acquire 100 membership units of ST2 (representing 100% of the issued and outstanding membership units of ST2) in exchange for 1,666,667 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
TMD Ventures, LLC Share Exchange Agreement. The Company entered into a Share Exchange Agreement with TMD Ventures, LLC (“TMD”), pursuant to which the Company agreed to acquire 10,000 membership units of TMD (representing 100% of the issued and outstanding membership units of TMD) in exchange for 13,280,923 shares of the Company’s common stock issued to the selling member (or its designees) as set forth in the agreement.
In each Share Exchange Agreement, the Company’s shares issued are described as duly authorized, validly issued, fully paid and non-assessable, and to have the same rights as the Company’s other outstanding common stock.
The foregoing summaries of the Share Exchange Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Exchange Agreements, which are filed as Exhibits 10.1 through 10.5 to the Current Report on Form 8‑K filed on March 18, 2026 and incorporated herein by reference.
In addition, certain of the acquired subsidiaries are parties to the Option Agreements described below, which remained in effect following the closing and relate to the potential transfer of certain Illinois cannabis licenses, subject to applicable regulatory approvals.
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Option Agreements Relating to Illinois Cannabis Licenses
In connection with the acquired business operations, certain of the entities that the Company acquired in the transactions described above are parties to option agreements relating to certain Illinois cannabis licenses (the “Option Agreements”). The Option Agreements remain in effect following the closing of the acquisitions and, among other things, provide that the applicable option holder may acquire a 100% interest in the applicable license for nominal consideration and a nominal exercise price, subject to required regulatory approvals.
These Option Agreements were entered into prior to the closing and remain in effect following the closing as continuing arrangements of the acquired entities, which are now wholly-owned subsidiaries of the Company. There is no obligation on the part of the Company to exercise these Options Agreements. The approval of transfer attached to the option agreement states that IK4 is the owner of license IN00000044 and contemplates a transfer of the license from IK4 to SCG, subject to applicable regulatory approvals. The foregoing descriptions of the Option Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Option Agreements filed as Exhibits to the Current Report on Form 8‑K filed on March 18, 2026 and incorporated herein by reference.
Prospective Future Activities and Operations
In addition, management is evaluating potential monetization and redeployment initiatives relating to certain assets and licenses acquired in the Sustainable Acquisitions. As part of this evaluation, the Company is in discussions regarding potential transactions that, if pursued and consummated, could include (i) the sale of one of the two facilities associated with a licensed operation pursuant to seller‑financing terms over a five‑year period for an aggregate purchase price of approximately $5,000,000, and (ii) the sale of assets of another operational facility together with two associated licenses pursuant to similar seller‑financing terms over a five‑year period for an aggregate purchase price of approximately $5,000,000.
If the Company enters into and completes one or more such transactions, management currently expects to consider using proceeds as received to invest in and scale production of a hemp‑derived THC beverage (drink) product line and to support other manufacturing initiatives. These initiatives are preliminary and remain subject to ongoing negotiation, execution of definitive documentation, satisfaction of customary closing conditions (including any required regulatory approvals), and the performance by counterparties of their obligations under any seller‑financing arrangements. Accordingly, there can be no assurance that any such transactions will be completed on the terms described above, or at all, or that proceeds will be received as anticipated.
EMPLOYEES
As of March 31, 2026, the Company and its subsidiaries had approximately six (6) employees, including officers. In addition, the Company utilizes independent contractors and third‑party service providers for certain functions.
Inflation Risk and Economic Conditions
The demand for our products and services solution is dependent on the general economy, and the real estate market in the communities in which we operate. Are business operations and growth may also in the future be affected by geopolitical conditions, the stability of the global credit markets, inflationary pressures, higher interest rates, and other factors. Downturns in the general economy could disproportionately affect the demand for our real estate products and services.
Our real estate operations in particular could also be impacted by inflation and higher interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the three months ended March 31, 2026 and 2025. However, if our costs were to become subject to significant inflationary pressures (such as increased real estate acquisition, rehabilitation, and management costs), we may not be able to fully offset such higher costs through price increases or cost savings. Our inability or failure to do so could harm our business, financial condition or results of operations.
Off-Balance Sheet Arrangements
The Company does not engage in off-balance sheet transactions.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Quarterly Report on this Form 10-Q contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward- looking statements. Without limiting the generality of the foregoing, in some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or other comparable terminology. Such forward- looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to, our lack of recent operating history, existing management, general domestic or international economic conditions, pending or future legal proceedings, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions), applications for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations). You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this 10-Q Report for the period ended March 31, 2026, and the subsequent events reported in this Form 10-Q.
Risks and Uncertainties
In an effort to have GLOBAL ASSET MANAGEMENT GROUP, INC. reorganize and restructure its business model the company has begun looking into ways to expand its business operations, to seek accretive business combinations, and to identify acquisition candidates that are seeking liquidity. We have no way to predict the future of this company; however, with our recent acquisitions currently the Company shows the ability to have significant growth moving forward in 2026 and 2027.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
In connection with the Sustainable Properties Group Share Exchange Agreements described in Item 2 herein, the Company issued an aggregate of 35,780,924 shares of its common stock to the applicable sellers (or their designees), consisting of: (i) 10,666,667 shares in connection with the SCG acquisition, (ii) 10,000,000 shares in connection with the SP acquisition, (iii) 166,667 shares in connection with the ST1 acquisition, (iv) 1,666,667 shares in connection with the ST2 acquisition, and (v) 13,280,923 shares in connection with the TMD acquisition.
On February 4, 2026, the Company issued 500,000 Shares of Common Stock to Alpine Securities Corporation as compensation for Investment Banking Services to be rendered in 2026.
In February and March, 2026, the Company issued a total of 580,000 Shares of Common Stock to a total of nine current shareholders of the Company for aggregate cash consideration of $5,800.
The shares were issued in a transaction not involving a public offering in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. The shares have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from registration.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
On May 6, 2026, Global Asset Management Group, Inc. (the “Company”) and its wholly-owned subsidiary RI Property Holdings, Inc. (the “Buyer SPE”) completed a Debt & Equity Transfer & Assumption Agreement (the “Agreement”) with FVP Investments, LLC and FVP Opportunity Fund III, LP (through their designee FVP Servicing, LLC, collectively, the “Seller”). Pursuant to the Agreement, the Buyer SPE acquired 100% of the Seller’s 83.125% membership interest in Memorial Real Estate Group LLC (“MREG”). Prior to the acquisition, the Buyer SPE (and/or its affiliate(s)) already held 16.875% of the membership interests in MREG. Following the closing of the transactions contemplated by the Agreement, the Buyer SPE owns 100% of the membership interests in MREG and, effective at closing, was to be appointed as the sole member and sole manager (or managing member, as applicable) of MREG.
The Agreement contemplates that FVP Opportunity Fund III, LP, as lender, assigns 100% of its interest in the MREG loan pursuant to a loan assignment agreement attached as Exhibit B to the Agreement (the “Debt Assignment Agreement”), and that FVP Servicing, LLC resigns as Administrative Agent under the loan agreement.
The total consideration payable to the Seller in connection with the transaction was $6,455,000, consisting of (i) a $6,000,000 principal amount one-year convertible promissory note issued by the Company (the “Convertible Note”) and (ii) a $455,000 cash down payment paid at closing (the “Down Payment”) and disbursed pursuant to Seller’s written wire instructions, including payments to FVP Servicing, LLC ($300,000), City of Pawtucket / Tax Settlement Authority ($55,000), KPRS Law ($50,000), and utilities/miscellaneous expenses ($50,000).
On April 10, 2026, the members of MREG, acting by unanimous written consent, authorized MREG to enter into a loan agreement with Bogdan Capital LLC relating to a loan in the principal amount of $1,000,000 (the “MREG Loan”). The MREG Loan was intended to be documented on or about April 13, 2026, consistent with a transaction term sheet dated April 9, 2026.
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Strategic Financing Relationship With Leonite Fund I, LP
On March 18, 2026, the Company completed a series of Agreements to establish a strategic financing relationship with Leonite Fund I, LP (“Leonite”), designed to support the Company’s continued expansion through asset-backed real estate investments and disciplined capital deployment. The financing relationship provides the Company with structured capital aligned with the Company’s long-term growth strategy, while preserving flexibility as the Company scales its asset base and operating platform.
Overview of the Leonite–GAMG Relationship
Under the terms of the Agreements, Leonite intends to provide GAMG with initial access to a senior secured convertible note facility of $10 million, to be funded in tranches for real estate acquisitions. Proceeds will be used as equity for acquiring income-producing multifamily real estate and general working capital, with subsequent tranches earmarked for additional property acquisitions. The credit facility is structured with Senior Secured positioning tied to specific assets, defined maturity and interest terms, defined Conversion features aligned with long-term equity participation, prepayment flexibility for the Company, and restrictions designed to protect capital structure integrity.
Management of the Company believes this structure reflects a capital partner aligned with asset-level discipline rather than short-term market dynamics, and strengthens the Company across several dimensions:
· | Access to Institutional Capital. The facility provides GAMG with capital from an experienced investment fund accustomed to structured, asset-backed transactions. |
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· | Alignment With Asset-Backed Growth. Proceeds are intended to be deployed directly into income-producing real estate, reinforcing balance-sheet quality rather than speculative use of funds. |
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· | Capital Structure Discipline. The senior secured nature of the financing, combined with staged funding, supports measured growth while maintaining oversight and accountability. |
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· | Flexibility for Shareholders. The Company retains discretion over draw timing, use of proceeds, and prepayment, allowing management to optimize capital deployment as opportunities arise. |
Management believes these efforts collectively position the Company as a more institutionally credible platform, capable of responsibly deploying capital at scale. The Leonite financing complements several recent initiatives undertaken by the Company, including expansion of the Company’s Washington, D.C. real estate portfolio, integration of in-house asset management capabilities, strengthening of corporate governance and advisory infrastructure, and enhancements to the Company’s capital markets foundation.
The foregoing descriptions of the Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Agreements set forth in the Current Report on Form 8‑K filed on March 18, 2026 and incorporated herein by reference.
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| Table of Contents |
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
| Description |
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101.INS * |
| Inline XBRL Instance Document |
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101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document |
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101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF * |
| Inline XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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104* |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
___________________
* 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.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
GLOBAL ASSET MANAGEMENT GROUP, INC. | |||
May 20, 2026 | By: | /s/ John Murray | |
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| President and Director | |
| 10 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
I, John Murray, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC.; |
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| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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| GLOBAL ASSET MANAGEMENT GROUP, INC. |
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| Dated: May 20, 2026 | By: | /s/ John Murray | |
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| Name: | JOHN MURRAY | |
| (Principal Executive Officer) | |||
EXHIBIT 31.2
SECTION 302 CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
I, Richard Balles, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC.; |
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| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
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| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
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| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
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| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| GLOBAL ASSET MANAGEMENT GROUP, INC. | |||
| Dated: May 20, 2026 | By: | /s/ Richard Balles | |
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| Name: | RICHARD BALLES | |
| (Principal Financial/Accounting Officer) | |||
EXHIBIT 32.1
SECTION 906 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC. for the quarter ended March 31, 2026, the undersigned, John Murray, President of GLOBAL ASSET MANAGEMENT GROUP, INC., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | such Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (2) | the information contained in such Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 fairly presents, in all material respects, the financial condition and results of operations of GLOBAL ASSET MANAGEMENT GROUP, INC.. |
| GLOBAL ASSET MANAGEMENT GROUP, INC. | |||
| Dated: May 20, 2026 | By: | /s/ John Murray | |
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| Name: | JOHN MURRAY | |
| (Principal Executive Officer) | |||
SECTION 906 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC. for the quarter ended March 31, 2026, the undersigned, Richard Balles, Principal Financial Officer of GLOBAL ASSET MANAGEMENT GROUP, INC., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | such Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
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| (2) | the information contained in such Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 fairly presents, in all material respects, the financial condition and results of operations of GLOBAL ASSET MANAGEMENT GROUP, INC.. |
| GLOBAL ASSET MANAGEMENT GROUP, INC. | |||
| Dated: May 20, 2026 | By: | /s/ Richard Balles | |
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| Name: | RICHARD BALLES | |