Global Asset Management Group, Inc 10-K for FY2025
Global Asset Management Group, Inc. (GAMG)
About this 10-K
Global Asset Management Group, Inc filed this 10-K on April 15, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $95.31K
- up 1806.2% from $5000 a year earlier
- Net loss
- $153.73K
- compared with a net loss of $336.91K a year earlier
- Diluted EPS
- -$0.00
- compared with -$0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) |
For the transition period from _________ to__________.
Commission file number
(Exact name of registrant as specified in its charter) |
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(Address of principal executive offices) |
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SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
(TITLE OF CLASS)
Common Stock, par value $.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller Reporting Company | ||
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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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $
TABLE OF CONTENTS
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FORWARD LOOKING STATEMENTS
In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements and Risk Factors. We expressly disclaim any obligations on undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based in whole or in part.
Readers should amongst the other statements contained herein and future filings with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed, carefully review in Item 7 the following: “Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 and Risk Factors”. All the Risk Factors contained therein should be carefully read.
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ITEM 1— DESCRIPTION OF BUSINESS
PART 1
THE COMPANY
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 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.
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.
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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)
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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. (1)
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.
(1) These Appraisals have been prepared by Colliers International Valuation & Advisory Services, 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.
PRIOR OPERATIONS
The Company’s original business objective was to identify firms seeking data that employ omni-channel marketing that can utilize our data to drive product offerings. This target market includes advertising technology companies, enterprise solution platforms, or brands seeking to market goods and services to consumers using cutting-edge technology, multi-channel micro advertising. The data allows proprietary platforms programmatic and end-to-end omni-channel marketing capabilities using the consumer data sets.
Prior to this, we had been engaged in developing patents, markets and investigating how best to obtain Governmental approvals, by engaging lobbyists and consultants that would allow Internet, television, satellite, cable subscribers. Kenilworth Systems was a leader in developing state of the art software for corporate licensing relating to technological design fields. Kenilworth’s revenues were to be generated from licenses and patents an interest in joint-venture operation to develop on- line secure tools for its clients and vendors of clients. These business operations were discontinued in 2023.
EMPLOYEES
As of December 31, 2025, 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.
BACKLOG
We do not have any backlog.
Item 1A. RISK FACTORS.
As a smaller reporting company, we are not required to provide disclosure pursuant to this Item, in accordance with Item 105 of Regulation S-K.
Item 1B. UNRESOLVED STAFF COMMENTS.
None.
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Item 1C. CYBERSECURITY.
We have a multi-layered approach to assess, identify and manage
As part of our risk management process, we conduct regular application security assessments to identify vulnerabilities within our IT infrastructure. These assessments include both automated scans and manual reviews by our cybersecurity team. Threat intelligence feeds and security reports are continuously monitored, with the goal of staying ahead of emerging threats. In the event of a cybersecurity incident, we maintain incident response plans that are utilized when incidents are detected. We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually along with random internal phishing campaigns.
As of the date of this report, we have not encountered any risks from cybersecurity threats that have materially affected or are
Item 2. PROPERTIES.
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 maintains executive, administrative, and operational office space at two locations pursuant to lease arrangements, as described below.
Rockville, Maryland – Executive Office (Virtual Office)
The Company maintains a virtual executive office located at 51 Monroe Street, Suite 1505, Rockville, Maryland 20850, pursuant to a Virtual Office Lease Agreement entered into with a third‑party service provider effective June 1, 2025, with an initial term through June 30, 2030, subject to automatic annual renewal unless terminated by either party upon not less than thirty (30) days’ prior written notice. The virtual office arrangement provides business address usage, mail receipt and forwarding services, limited access to meeting and conference rooms by reservation, and address verification services for regulatory, banking, and business purposes. The Company pays a monthly rental fee of $150 under this agreement. The Rockville location is not used as a full‑time physical operating office.
Rockford, Illinois – Operating Office
The Company leases office space located at 6755 Weaver Road, Suite 2, Rockford, Illinois 61114, pursuant to a Commercial Lease Agreement entered into on August 1, 2025, with an initial term of sixty (60) months expiring on July 31, 2030. The lease provides the Company with the option to renew for additional five‑year terms, subject to the conditions set forth in the lease agreement. The Company pays monthly base rent of $150, with a security deposit of $150, and is responsible for utilities and other customary occupancy expenses. This location serves as the Company’s primary operational office and is used by the Company and, from time to time, affiliated entities. A majority of the Company’s executive officers reside in the Rockford, Illinois area, and the office supports executive management, administrative functions, and business operations.
The Company believes that its current office arrangements are adequate for its present operational needs. As the Company expands its business activities, it may seek to obtain additional or alternative office space as deemed necessary.
Item 3. LEGAL PROCEEDINGS.
From time to time in the ordinary course of business, we may be named as a defendant in legal proceedings incidental to the business, including without limitation, workers’ compensation claims, tort claims, or contractual disputes. We are not currently involved in any material legal proceedings, directly or indirectly, and we are not aware of any claims pending or threatened against us or any of the directors that could result in the commencement of material legal proceedings.
Item 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5 — MARKET PRICES OF THE COMPANY’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
(a) The Company trades on the OTCID Market under the trading symbol “KENS” until December 18, 2025, and “GAMG” since December 19, 2025. The following table sets forth high and low closing sales prices for our Common Stock, as reported on the OTC Markets.
2023 |
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January 1, 2023 Through March 31, 2023 |
| $ | 0.20 |
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| $ | 0.04 |
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April 1, 2023 Through June 30, 2023 |
| $ | 0.20 |
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| $ | 0.04 |
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July 1, 2023 Through September 30, 2023 |
| $ | 0.20 |
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| $ | 0.05 |
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October 1, 2023 Through December 31, 2023 |
| $ | 0.19 |
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| $ | 0.07 |
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2024 |
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January 1, 2024 Through March 31, 2024 |
| $ | 0.016 |
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| $ | 0.05 |
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April 1, 2024 Through June 30, 2024 |
| $ | 0.02 |
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| $ | 0.10 |
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July 1, 2024 Through September 30, 2024 |
| $ | 0.02 |
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| $ | 0.19 |
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October 1, 2024 Through December 31, 2024 |
| $ | 0.10 |
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| $ | 0.19 |
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2025 |
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January 1, 2025 Through March 30, 2025 |
| $ | 0.11 |
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| $ | 0.05 |
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April 1, 2025 Through June 30, 2025 |
| $ | 0.28 |
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| $ | 0.09 |
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July 1, 2025 Through September 30, 2025 |
| $ | 0.37 |
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| $ | 0.10 |
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October 1, 2025 Through December 31, 2025 |
| $ | 0.76 |
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| $ | 0.15 |
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(b) Holders. There were approximately 2,661 registered holders of record of Common Stock plus an undetermined number of beneficial holders (in banks and brokerages) of the Company as of December 31, 2025.
(c) Dividends. The Company has not paid any dividends on its Common Stock. We plan to apply any earnings it achieves to expansion of the business and do not expect to pay any dividends in the foreseeable future.
(d) The Company has outstanding 339,072,858 Common Shares as of December 31, 2025. In the future, all of the restricted shares may have the restriction lifted pursuant to SEC Rule 144 in the event that the Company is eligible for Rule 144.
UNREGISTERED SALES OF EQUITYSECURITIES AND USEOF PROCEEDS.
In July, 2025, the Company issued 450,000 Shares of its common stock pursuant to a Share Exchange in which it acquired 100% of the common stock of Bella Rio Marketing Agency, Inc. 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 were issued subject to standard restrictive legends and stop-transfer instructions.
In September, 2025, the Company issued 250,000,000 Shares of its common stock pursuant to a Share Exchange in which it acquired 100% of the Common Stock of D.C. Rental Portfolio Corp. 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 were subject to standard restrictive legends and stop-transfer instructions.
In connection with the acquisitions made by the Company and the resulting change of control, the four long-serving Directors of the Company received a total of 4,250,000 Shares of Common Stock in July, 2025 lieu of cash consideration for past services rendered. The transactions were 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 were subject to standard restrictive legends and stop-transfer instructions.
During the three months ended September 30, 2025, the Company issued a total of 671,666 Shares of common stock to four investors for total aggregate consideration of $67,167. The use of proceeds from these sales was utilized for general working capital purposes, legal expenses, and accounting expenses. 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.
ITEM 6 — SELECTED FINANCIAL DATA
The following table summarizes certain selected financial data and is qualified by reference to, and should be read in conjunction with, the Financial Statements and related Notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.
Selected Financial Data for the three (3) years ended December 31, 2025, are as follows:
SUMMARY OF OPERATIONS
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Net income/ (loss) from operations |
| $ | (178,382 | ) |
| $ | (336,909 | ) |
| $ | (166,151 | ) |
Other income / (loss) |
| $ | (45,983 | ) |
| $ | - |
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| $ | - |
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Net loss accumulated |
| $ | (40,007,251 | ) |
| $ | (39,919,349 | ) |
| $ | (39,446,101 | ) |
Loss per common share |
| $ | (.005 | ) |
| $ | (0.0067 | ) |
| $ | (0.0036 | ) |
Loss per common share — diluted |
| $ | (.005 | ) |
| $ | (0.0067 | ) |
| $ | (0.036 | ) |
Consolidated balance sheet data: |
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Total current liabilities |
| $ | 196,031 |
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| $ | 66,974 |
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| $ | 79,914 |
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Stockholders’ Equity (deficit) |
| $ | (64,748,103 | ) |
| $ | (21,140 | ) |
| $ | (68,184 | ) |
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ITEM 7 — MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion following should be read in conjunction with, and is qualified in its entirety by, the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements contained in this MD&A include statements about, among other things:
· | potential benefits to be realized from our acquisitions during 2025 and impact on our financial condition and results of operations; |
· | our beliefs regarding the market and demand for our products or the component products we resell; |
· | our ability to develop and launch new products that are attractive to the market and stimulate customer demand for these products; |
· | our expectations with respect to any strategic partnerships or other similar relationships we may pursue; |
· | the competitive landscape of our industry; |
· | general market, economic and political conditions; |
· | our business strategies and objectives; |
· | our expectations regarding our future operations and financial position, including revenues, costs and prospects, and our liquidity and capital resources, including cash flows, sufficiency of cash resources, efforts to reduce expenses and the potential for future financings; |
· | our ability to remediate any material weakness and maintain effective internal control over financial reporting; and |
· | the impact of the above factors and other future events on the market price and the liquidity of our stock. |
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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 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, 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 years ended December 31, 2025 and 2024.
Overview
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.
Results of operations for the year ended December 31, 2025 and the period ended December 31, 2024
Revenues
For the year ended December 31, 2025, the Company has generated a revenue of $95,309. The revenue generated was mainly from the business operations of its Bella Rio Market Agency subsidiary. There was no revenue during 2025 from the Company’s real estate development operations.
For the period ended December 31, 2024, the Company generated revenue of $5,000 from the former business operations of Kennilworth Systems Corporation.
Cost of revenues
For the year ended December 31, 2025, the Company had cost of revenues in the amount of $1,864, representing overhead costs of Bella Rio Marketing Agency. For the period ended December 31, 2024, the Company had no cost of revenues.
General and Administrative Expenses
For the year ended December 31, 2025, the Company incurred general and administrative expenses of $202,174, which included $80,254 in amortization expenses and $66,773 in interest expenses.
For the period ended December 31, 2024, the Company incurred general and administrative expenses of $297,174. These were primarily comprised of accounting and audit fees, company incorporation fees, bank charges, and legal and professional fees.
Net Loss
For the year ended December 31, 2025, the Company incurred a net loss of ($153,729).
For the period ended December 31, 2024, the Company incurred a net loss of ($336,909).
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Liquidity and Capital Resources
The Company’s cash and cash equivalents has increased from $834 as of December 31, 2024 to $49,077 as of December 31, 2025, due to proceed from sale of common stock. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the Company’s obligations as they become due. Despite the amount of funds that the Company has raised in the past, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.
Cash Used in Operating Activities
Net cash used in operating activities was $(39,793) for the year ended December 31, 2025. The cash used in operating activities was attributable to the net loss, increase in inventories, and increase in deposits and prepayments, contra by increase in other payables and accrued liabilities, and amount due to a related party.
Net cash used in operating activities was $(341,364) for the year ended December 31, 2024.
Cash Used in Investing Activity
For the year ended December 31, 2025, the Company did not generate nor used any cash in investing activity.
For the period ended December 31, 2024, the Company did not generate nor used any cash in investing activity.
Cash Provided by Financing Activities
For the year ended December 31, 2025, the Company issued an aggregated of 2,554,183 shares of its common stock.
Net cash provided by financing activities was $88,035 for the year ended December 31, 2025, which was primarily due to proceed from sale of common stock.
On September 9, 2024, the Company sold 3,480,000 Common Stock to 3 private investors at the purchase price of $0.002 per share, or the total purchase price of $6,960.
Net cash provided by financing activities was $(322,500) for the year ended December 31, 2024, which was primarily due to proceed from sale of common stock, advances from related party and advances from director.
Off-Balance Sheet Arrangement
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2025.
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Contractual Obligation
As of December 31, 2025, we have no material contractual obligations.
Forward-Looking Statements
The Private Securities Litigation ReformAct of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report on this Form 10-K 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 Form10-K 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-K Report for the period ended December 31, 2025, and the subsequent events reported in this Form10-K.
Risks and Uncertanties
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.
We will need to raise funds to commence fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.
Basis of Presentation
The audited Consolidated financial statements of the Company for the fiscal years ended December 31, 2023, 2024, and 2025, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited and unaudited financial statements. All such adjustments are of a normal recurring nature.
Critical Accounting Policies and Estimates
Use of Estimates
The financial statements and related disclosures are prepared in conformity with United States generally accepted accounting principles (“GAAP”). The Company must make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to revenue recognition, allowances for doubtful accounts, useful lives for depreciation and amortization, loss contingencies, income taxes, and the assumptions used for web site development cost classifications. Actual results may be materially different from those estimated. In making its estimated, the Company considers the current economic and legislative environment.
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Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of 90-days or less to be cash equivalents.
Accounts Receivable, Contract Assets and Contract Liabilities (Deferred Revenue)
Receivables represent both trade receivables from customers in relation to fees for the Company’s services and unpaid amounts for benefit services provided by third-party vendors, such as healthcare providers for which the Company records a receivable for funding until the payment is received from the customer and a corresponding customer obligations liability until the Company disburses the balances to the vendors.
The Company provides for an allowance for doubtful accounts by specifically identifying accounts with a risk of collectability and providing an estimate of the loss exposure. The Company at December 31, 2024 had no accounts receivable., therefore an allowance for doubtful accounts is not provided for.
The Company records accounts receivable when its right to consideration becomes unconditional. Contract assets primarily relate to the Company rights to consideration for services provided that they are conditional on satisfaction of future performance obligations.
The Company records contract liabilities (deferred revenue) when payments are made or due prior to the related performance obligations being satisfied. The current portion of the Company contract liabilities is included in accrued liabilities in its consolidated balance sheets. The Company does not have any material contract assets or long-term contract liabilities.
At December 31, 2025 and 2024, the Company had no deferred revenue.
Property and Equipment
Property and equipment are stated at cost and are depreciated using primarily the straight-line method over the following estimated useful lives: furniture, fixtures, manufacturing and computer equipment — 3 to 7 years; leasehold improvements — over estimated useful life of asset. Expenditures for renewals and betterments are capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale or disposition of property and equipment, the difference between the unamortized cost and the proceeds is recorded as either a gain or a loss.
Fair Value Measurements
The Company measures fair value based on the price that the Company would receive upon selling an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Various inputs are used in determining the fair value of assets or liabilities. Inputs are classified into a three-tier hierarchy, summarized as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities
Level 2 – Other significant observable inputs
Level 3 – Significant unobservable inputs
When Level 1 inputs are not available, the Company measures fair value using valuation techniques that maximize the use of relevant observable inputs (Level 2) and minimizes the use of unobservable inputs (Level 3).
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Revenue Recognition
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, and issued subsequent amendments to the initial guidance in August 2015, March 2016, April 2016, May 2016, and December 2016 within ASU 2015-14, ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach.
On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company’s current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer. The Company has enhanced its disclosures of revenue to comply with the new guidance.
Results for reporting periods beginning after January 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, “Revenue Recognition.”
We recognize revenue for merchandise sales, net of expected returns and sales tax, at the time of delivery of the product to our customers. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to customers relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.
Income Taxes and Uncertain Tax Positions
The Company accounts for income taxes in accordance with the accounting guidance on income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The difference is related to a change in the tax accounting method.
A valuation allowance is recorded against deferred tax assets in these cases when management does not believe that the realization is more likely than not. While management believes that its judgements and estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results.
For financial reporting purposes, the Company recognizes tax positions claimed or expected to be claimed based upon whether it is more likely than not that the tax position will be sustained upon examination. The Company has no tax positions as of December 31, 2024 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibles. Interest, if any, related to income tax liabilities is included in interest expense. Penalties, if any, related to income tax liabilities are included in operating expense. The Company is subject to examination for federal and state authorities for years 2015 and thereafter.
The Company reports their deferred tax liabilities and deferred tax assets, together as a single noncurrent item on their classified balance sheet as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2015-7 “Income Taxes (Topic 740) – Balance Sheet Classification of Deferred Taxes” (ASU 2015-17).
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Recent Accounting Pronouncements
The Company qualifies as an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act (JOBS Act) which qualifies it to use the private company application dates for all FASB issued ASUs for its first five years of operation after going public. The Company has elected to use the private company application dates for all accounting pronouncements discussed below.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. The FASB has also issued several updates to ASU 2014-09. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year, making it effective for annual reporting periods beginning after December 15, 2018. The Company has not yet selected a transition method and is currently evaluating the impact the adoption of this guidance will have on its financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use (ROU) asset for all leases. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The new lease guidance also simplified the accounting-for-sale and leaseback transactions, primarily because lessees must recognize lease assets and lease liabilities. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which provides clarity on various narrow aspects of the original guidance. Also, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends the lease guidance on separating components of a contract. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which provides an accounting policy election for lessors. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements, which clarifies the lease codification surrounding fair value determination, presentation on the cash flow statement, and transition disclosure. The standards are effective for annual and interim reporting periods within those years beginning after December 15, 2020, and early adoption is permitted. This ASU should be applied through a modified, retrospective transition approach for leases existing at-or entered into after-evaluation, at the beginning of the earliest comparative period presented in the financial statements. The Company’s management expects the new guidance to have a material impact on its financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on how certain cash receipts and cash payments should be presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. ASU 2016-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. ASU 2016-15 requires a retrospective transition method. However, if it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of this guidance will have on its statement of cash flows.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The ASU simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The ASU also clarifies the treatment of the income tax effect of tax deductible goodwill when measuring goodwill impairment loss. ASU 2017-04 is effective for reporting periods beginning after December 15, 2021. The Company’s management does not expect the adoption of this new guidance to have a material effect on the Company’s financial statements.
In June 2018, the FASB issued ASU No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company’s management does not expect the adoption of this new guidance to have a material effect on the Company’s financial statements.
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The Company does not believe any other recently issued but not yet effective accounting pronouncement, if adopted, would have a material effect on its present or future financial statements.
ITEM 8 — FINANCIAL STATEMENTS
The financial statements, the accompanying notes are filed as part of this Report annexed at the end of this report. See ITEM 15.
ITEM 9 — CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
The Company has no disagreements with its accountant or Auditor.
ITEM 9A — CONTROLS AND PROCEDURES
a.) Disclosure Controls and Procedures
Management is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Under the supervision and with the participation of the Company’s Principal Executive Officer and Principal Accounting Officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2025. Based on that evaluation, management concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025.
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a‑15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Management, including the Company’s Principal Executive Officer and Principal Accounting Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent auditors pursuant to Section 404(b) of the Sarbanes‑Oxley Act because the Company is a smaller reporting company.
b.) Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the annual period ending December 31, 2025, that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.
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PART III
ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions held by each of the Company’s directors and executive officers are as follows:
NAME |
| AGE |
|
| OFFICES AND POSITIONS HELD |
| FIRST ELECTED OFFICER OF KENILWORTH | |
Richard Balles |
| 44 |
|
| CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER |
| 2025 | |
John Murray |
| 55 |
|
| DIRECTOR, PRESIDENT, CHIEF ACCOUNTING OFFICER |
| 2025 | |
Erik Carlson |
| 46 |
|
| DIRECTOR, SECRETARY, |
| 2025 | |
Robert R. Fiallo |
| 59 |
|
| DIRECTOR |
| 2025 | |
Dan W. Snyder |
| 74 |
|
| DIRECTOR |
| 2023 | |
Andrew Roiniotis |
| 51 |
|
| CHIEF MARKETING OFFICER |
| 2025 |
All of the above Executive Officers and Directors have been elected to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board presently anticipates that the next Shareholders Meeting will be held during the 2nd quarter period of 2026.
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CRIMINAL/BANKRUPTCY/SEC VIOLATIONS WITHIN THE LAST FIVE (5) YEARS
NONE
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than ten percent (10%) of the Company’s Common Stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Such persons are required to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the review of such forms furnished to the Company and written representations from reporting persons, the Company believes that, during the fiscal year ended December 31, 2025, all Section 16(a) filing requirements applicable to its officers, directors, and greater than ten percent (10%) beneficial owners were satisfied.
AUDIT COMMITTEE AND CHARTER
The following Charter has been adopted with respect to an Audit Committee:
The Audit Committee of the Board of Directors (the “Audit Committee”) shall have the responsibility to assist the Board of Directors in fulfilling its fiduciary and other obligations with respect to accounting and financial matters. Specifically, and without limiting the generality of the foregoing, the Audit Committee shall:
The Audit Committee will be composed of at least two (2) Independent Directors.
1.) | Review the adequacy and effectiveness of the Company’s system of internal financial controls and accounting practices to achieve reliability and integrity in the Company’s financial statements and initiate such examinations of such controls and practices as the Audit Committee deems advisable. |
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2.) | Review the qualification, performance and independence of the Company’s independent auditors and recommend independent auditors for appointment annually by the Board of Directors. |
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3.) | Prior to the commencement of the Company’s annual external audit, review with the Company’s independent auditors the scope of their audit function and estimated audit fees. |
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4.) | Subsequent to completion of the Company’s annual external audit, review the report and recommendations of the independent auditors with the independent auditors and the Company’s management. |
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5.) | Review the annual and quarterly financial statements of the company and other financial disclosures of the Company and the accounting principles being applied in such statements and disclosures. |
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6.) | Review the authority and duties of the Company’s chief financial officer and chief accounting officer and the performance by each of them of their respective duties. |
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7.) | Review the insurance programs for the Company including professional malpractice, general liability, director and officer liability and property insurance, and the insurers carrying the Company’s insurance |
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8.) | Oversee the establishment and thereafter periodically review a corporate code of conduct and the Company’s policies on ethical business practices. |
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9.) | Prior to public release, review with management and the Independent Accountants, the financial results for the prior year including the Company’s annual report on Form 10-K. |
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10.) | Review the committee’s charter annually and revise as appropriate. |
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11.) | Meet with the Chief Financial Officer and the Independent Accountants, in separate executive sessions, to discuss any matters that the committee or these groups believe should be considered privately. |
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12.) | Take such other actions concerning the Company’s accounting and financial functions as the Committee deems appropriate with respect to the matters described above. |
CODE OF ETHICS
The Registrant has not yet adopted a written formal Code of Ethics. However, the Registrant’s Officers intend to comply with all honest and ethical requirements including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that the Registrant files with or submits to the Securities and Exchange Commission and in other public communications made by the Registrant; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of any violations of the foregoing to an appropriate person and accountability for adherence of the foregoing. A formal Code of Ethics is expected to be adopted shortly and will be filed with the Securities and Exchange Commission.
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ITEM 11 — EXECUTIVE COMPENSATION
a.) | There were no exercises of stock options or stock appreciation rights during the fiscal year ended December 31, 2025. |
b.) | The following disclosure is provided pursuant to the requirements applicable to smaller reporting companies.
The Company’s executive officers may receive compensation in the form of salary, bonuses, equity awards, or other compensation arrangements as determined by the Board of Directors. During the fiscal year ended December 31, 2025, no executive officer received cash compensation in excess of $100,000.
The Company has entered into employment and consulting arrangements with certain executive officers. Information regarding material terms of such arrangements has been disclosed in the Company’s Current Reports on Form 8‑K previously filed with the Securities and Exchange Commission and is incorporated herein by reference.
The Company does not maintain a compensation committee at this time. Decisions regarding executive compensation are made by the Board of Directors. The Company does not maintain any equity compensation plans that have been approved by shareholders. |
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c.) | The Registrant has no compensation committee at this time. |
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d.) | Stock Performance Graph is not applicable. |
TOTAL RETURN TO SHAREHOLDERS
(DIVIDENDS REINVESTED MONTHLY)
The Company has not declared a dividend since its inception in 1968.
No Executive Officer received any compensation of more than $100,000 during the past three (3) fiscal years.
ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2025, information regarding the beneficial ownership of the Company’s Common Stock by (i) each person known to the Company to beneficially own more than five percent (5%) of the Company’s outstanding Common Stock, (ii) each of the Company’s directors and executive officers, and (iii) all directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to securities. Unless otherwise indicated, the persons named below have sole voting and investment power with respect to the shares shown.
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BENEFICIAL OWNERSHIP TABLE
NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL OWNER |
| TITLE OF CLASS OWNERSHIP |
| AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP |
|
| PERCENT OF CLASS |
| ||
|
|
|
|
|
|
|
|
| ||
DANIEL W. SNYDER |
|
|
|
|
|
|
|
| ||
51 Monroe Street, Suite 1505 Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 48,000,000 |
|
|
| 14.1% | |
RICHARD BALLES 51 Monroe Street, Suite 1505 Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 25,000 |
|
|
| <1% | |
JOHN MURRAY 51 Monroe Street, Suite 1505 Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 16,929,300 |
|
|
| 5% | |
ERIC CARLSON 51 Monroe Street, Suite 1505 Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 5,164,619 |
|
|
| 1.5% | |
ROBERT FIALLO 51 Monroe Street, Suite 1505 Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 25,000 |
|
|
| <1% | |
ANDREW ROINIOTIS 51 Monroe Street, Suite 1505 Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 4,506 |
|
|
| <1% | |
<The total number of shares beneficially owned by all Directors and Executive Officers |
| Common Stock $ 0.01 par value |
|
| 70,148,425 |
|
|
| 21% | |
|
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|
|
|
|
|
|
|
|
|
RB Family Trust 6108 Neilwood Drive Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 120,380,000 |
|
|
| 35.5% |
|
|
|
|
|
|
|
|
|
|
|
|
CM Trust 6108 Neilwood Drive Rockville, MD 20852 |
| Common Stock $0.01 par value |
|
| 125,000,000 |
|
|
| 36.9% |
|
The percentage of class has been determined with 339,072,858 shares issued and outstanding on December 31, 2025.
ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From time to time, the Company may engage in transactions with related parties in the ordinary course of business.
On August 1, 2025, the Company entered into a commercial lease agreement for office space located at 6755 Weaver Road, Suite 2, Rockford, Illinois 61114, with Key Realty, Inc. as landlord. Key Realty, Inc. is an entity controlled by John Murray, the Company’s President, Director, and Principal Accounting Officer.
The lease has an initial term of sixty (60) months, expiring on July 31, 2030, and provides for base monthly rent of $150 plus a security deposit of $150. The Company is responsible for utilities and other customary occupancy expenses. The lease includes renewal options at the election of the Company.
Management believes that the terms of the lease, including rental rate and other conditions, are consistent with market terms for comparable office space and were negotiated on an arms‑length basis. The leased premises are used by the Company as its primary operational office and are also utilized from time to time by affiliated entities.
Other than the foregoing transaction, there were no related party transactions required to be disclosed pursuant to Item 404 of Regulation S‑K during the fiscal year ended December 31, 2025.
ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firm for professional services rendered during the fiscal years ended December 31, 2025 and 2024:
Audit Fees
Audit fees consist of fees billed for professional services rendered in connection with the audit of the Company’s annual consolidated financial statements and the review of the Company’s interim financial statements included in quarterly reports.
Audit Fees were approximately $15,000 for the year ended December 31, 2024 and approximately $20,000 for the year ended December 31, 2025.
Audit‑Related Fees
The Company did not incur any audit‑related fees for the fiscal years ended December 31, 2025 or 2024.
Tax Fees
The Company did not incur any tax‑related fees for the fiscal years ended December 31, 2025 or 2024.
All Other Fees
The Company did not incur any other fees paid to its independent registered public accounting firm for the fiscal years ended December 31, 2025 or 2024.
The Company’s Audit Committee (or, prior to the formal establishment of the Audit Committee, the Board of Directors) has reviewed and approved all audit and permissible non‑audit services performed by the Company’s independent registered public accounting firm during the fiscal years ended December 31, 2025 and 2024. No services were approved pursuant to the de minimis exception set forth in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934.
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ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
| Inline XBRL Taxonomy Calculation Linkbase Document. |
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101.DEF |
| Inline XBRL Taxonomy Definition Linkbase Document. |
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101.LAB |
| Inline XBRL Taxonomy Labels Linkbase Document. |
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101.PRE |
| Inline XBRL Taxonomy Presentation Linkbase Document. |
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104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GLOBAL ASSET MANAGEMENT GROUP, INC.
By: | /s/ Richard Balles |
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| RICHARD BALLES |
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| CHAIRMAN AND CEO |
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Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NAME |
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| DATE |
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/s/ Richard Balles |
| Principal Executive Officer and Director |
| April 15, 2026 |
| RICHARD BALLES |
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/s/ John Murray |
| President, Director and Principal Accounting Officer |
| April 15, 2026 |
| JOHN MURRAY |
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/s/ Eric Carlson |
| Secretary and Director |
| April 15, 2026 |
ERIC CARLSON |
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/s/ Robert Fiallo |
| Director |
| April 15, 2026 |
ROBERT FIALLO |
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/s/ Dan W. Snyder |
| Director |
| April 15, 2026 |
DAN W. SNYDER |
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| 23 |
| Table of Content |
INDEX TO AUDITED FINANCIAL STATEMENTS
GLOBAL ASSET MANAGEMENT GROUP, INC.
TABLE OF CONTENTS
| F-1 |
| Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Global Assets Management Group, Inc
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Global Assets Management Group, Inc (the ‘Company’) as of December 31, 2025, and 2024, and the related statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for period ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the period ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $39,936,764 and net loss of $153,729. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
Reverse merger
As described in Notes 3 to the consolidated financial statements, the Company completed the acquisition of DC Rental for consideration of 250,000,000 common shares and the transaction was accounted for as a reverse merger.
The principal considerations for determining this as critical audit matter relate to the followings: (i) valuation of consideration paid in acquiring DC Rental required management judgment (ii) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the determination of consideration paid to the accounting acquirer’s shareholders.
How We Addressed the Matter in Our Audit
| · | Review of board minutes, articles of incorporation, and organizational charts to ensure legal compliance, |
| · | We recomputed the consideration given by the accounting acquiree |
| · | We reviewed the legal contract detailing the transaction terms, representations, warranties, etc |
| · | We challenged the management about the accounting acquirer’s data provided and reviewed underlined documents. |
| · | We evaluated the sufficiency of the audit evidence obtained by assessing the results of the procedures performed over revenue and Management Memorandum on audit query. |
/S/
LAO PROFESSIONALS
(PCAOB ID
We have served as the Company’s auditor since 2025.
April 15, 2026
| F-2 |
| Table of Contents |
GLOBAL ASSETS MANAGEMENT GROUP, INC. | ||||||||
CONSOLIDATED BALANCE SHEET
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| As of December 31, 2025 |
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| As of December 31, 2024 |
| ||
ASSETS |
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Current Assets |
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Cash and Bank |
| $ |
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Due from Related Party * |
| $ |
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| $ |
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Subscription Receivable |
| $ |
|
| $ |
| ||
Prepayment(Insurance) |
| $ |
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|
|
|
| |
Notes Receivable from Officer (including accrued interest) |
| $ |
|
| $ |
| ||
Total current assets |
| $ |
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| $ |
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Escrow Holdbacks - |
| $ |
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| $ |
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PPE (Net) |
| $ |
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Construction in Progress |
| $ |
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Deferred Financing Costs |
| $ |
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| |
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TOTAL ASSETS |
| $ |
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| $ |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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Current Liabilities |
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Accounts payable and accrued expenses |
| $ |
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| $ |
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Due to related parties |
| $ |
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| $ |
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Loans payable to Officers |
| $ |
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| $ |
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Note payables Dan-Sydner |
| $ |
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| $ |
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Accrued Interest Payable |
| $ |
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| $ |
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Security Deposit Held |
| $ |
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| $ |
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Notes Payables |
| $ |
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| $ |
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Total current liabilities |
| $ |
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| $ |
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Mortgage Debt |
| $ |
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| $ |
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Total other liabilities |
| $ |
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| $ |
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TOTAL LIABILITIES |
| $ |
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| $ |
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Stockholders' Equity |
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Series A convertible preferred stock, par value $.01 - authorized |
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| $ |
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Common stock, par value $.01 - authorized |
| $ |
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| $ |
| ||
Additional paid-in-capital |
| $ |
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| $ |
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Accumulated deficit |
| $ | ( | ) |
| $ | ( | ) |
Non Controlling Interest |
| $ |
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| $ |
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TOTAL STOCKHOLDERS' EQUITY |
| $ |
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| $ | ( | ) | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
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| $ |
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| F-3 |
| Table of Contents |
GLOBAL ASSETS MANAGEMENT GROUP, INC. | ||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||
FOR THE YEAR ENDED DECEMBER 31, 2025 | ||||||||
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| 2025 |
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| 2024 |
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Operating revenue: |
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Revenue |
| $ |
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| $ |
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Cost of sales |
| $ | ( | ) |
| $ |
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| $ |
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| $ |
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Operating expenses: |
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Bank Charges & Fees |
| $ |
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| $ |
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Legal & Professional Services |
| $ |
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| $ |
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General and administrative Expenses |
| $ |
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| $ |
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Amortisation and other Expenses |
| $ |
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| $ |
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Property Management |
| $ |
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| $ |
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Insurance Expense |
| $ |
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| $ |
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Interest expenses |
| $ |
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| $ |
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Total operating expenses |
|
| ( | ) |
| $ | ( | ) |
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Loss from operations |
| $ | ( | ) |
| $ | ( | ) |
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Other Income (expenses) |
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Misc. receivables written off |
| $ | ( | ) |
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Gain/(Loss) from settlement/debt extinguishment |
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| $ | ( | ) |
Total other income/(expense) |
| $ | ( | ) |
| $ | ( | ) |
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Net Income/ loss |
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| ( | ) |
| $ | ( | ) |
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Earnings per share |
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Basic |
| $ | ( | ) |
| $ | ( | ) |
Diluted |
| $ | ( | ) |
| $ | ( | ) |
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Weighted average number of common shares - Basic |
| $ |
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| $ |
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| F-4 |
| Table of Contents |
GLOBAL ASSETS MANAGEMENT GROUP, INC. | ||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
FOR THE YEAR ENDED DECEMBER 31, 2025
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| 2025 |
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| 2024 |
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Cash flows from operating activities: |
| $ |
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| $ |
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Net loss from continuing operations attributable to common stockholders |
|
| ( | ) |
| $ | ( | ) |
Adjustments to reconcile net loss to net |
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Amortization and Non-cash expenses |
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Receivable written-off |
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| $ |
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Changes in: |
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Due from Related Party /Subscription receivables |
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Receivable written-off |
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| $ |
| |
Notes and Payables |
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| $ | ( | ) | |
Prepaid expenses and receivables |
|
| ( | ) |
| $ |
| |
Net cash used in operating activities |
|
| ( | ) |
| $ | ( | ) |
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Cash flows from investing activities |
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PPE (Net) |
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| $ |
| |
Construction in Progress |
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| $ |
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Deferred Financing Costs |
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| $ |
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Escrow Holdbacks |
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| $ |
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Net cash used in investing activities |
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| $ |
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Cash flows from financing activities |
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Common Stock |
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| $ |
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Additional Paid-In-Capital |
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| $ |
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Other Long-Term Debt and Mortgage Debt |
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NCI |
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| ( | ) |
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Net cash provided by financing activities |
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Net increase in cash |
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| $ | ( | ) | |
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Cash, beginning of period |
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| $ |
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Cash, end of period |
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| $ |
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Supplemental Disclosure of Cashflow Information |
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Non-cash investing and financing activities |
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Preferred Stock A |
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Cancelled Preferred Stock A in Equity |
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| ( | ) |
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Cancellation of Preferred Stock A |
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| F-5 |
| Table of Contents |
GLOBAL ASSETS MANAGEMENT GROUP, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 | ||||||||||||||||||||||||||||||||
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| Common Stock |
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| Preferred Stock A |
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| Additional Paid-in |
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| Accumulated |
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Description |
| Shares |
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| Amount |
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| Shares |
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| Amount |
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| Capital |
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| NCI |
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| Deficit |
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| Total |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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| $ |
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Balance – Balance Jan 1, 2024 |
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| ( | ) |
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Common stock issued |
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Additional paid in capital |
|
| - |
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Net (loss) |
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| - |
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| ( | ) |
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Balance – December 31, 2024 |
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| ( | ) |
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| ( | ) | ||||||
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Balance – Balance Jan 1, 2025 |
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| ( | ) |
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| ( | ) | ||||||
Common stock issued |
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Additional paid in capital |
|
| - |
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| ( | ) |
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Net (loss) |
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| - |
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| ( | ) |
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| ( | ) | ||
Preferred Stock A Cancelled |
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|
| ( | ) |
|
| ( | ) |
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NCI |
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| ( | ) |
|
| ( | ) |
|
| ( | ) |
Balance – December 31, 2025 |
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|
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|
| - |
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| ( | ) |
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F-6 |
| Table of Contents |
Note 1 – THE COMPANY AND NATURE OF BUSINESS
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 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.
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
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 $
ACQUISITION OF DC RENTAL PORTFOLIO CORP.
On September 29, 2025, Global Asset Management Group, Inc. completed the acquisition of
| F-7 |
| Table of Contents |
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.
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 financial year end December 31.
Principle of consolidation
The On September 29, 2025, Global Asset Management Group, Inc. (“GAMG” or the “Company”) completed a share exchange with
Accordingly, the transaction has been accounted for as a reverse merger (reverse recapitalization) under ASC 805-40, with DC Rental treated as the accounting acquirer and GAMG as the accounting acquiree.
On September 29, 2025, Global Asset Management Group, Inc. (“GAMG” or the “Company”) completed a share exchange with DC Rental Portfolio Corp. (“DC Rental”), pursuant to which the Company issued
Accordingly, the transaction has been accounted for as a reverse merger (reverse recapitalization) under ASC 805-40, with DC Rental treated as the accounting acquirer and GAMG as the accounting acquiree.
The equity structure presented (common stock and additional paid-in capital) reflects that of the legal parent (GAMG) after giving effect to the reverse merger.
Common stock increased to $
Other Acquisition – Bella Rio
On July 31, 2025, the Company acquired
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.
| F-8 |
| Table of Contents |
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 $
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 ASC 606, Revenue from Contracts with Customers. Revenue primarily consists of service‑based fees, including property management services, consulting income, and other contractual service arrangements. Revenue is recognized when control of the promised services transfers to the customer. The Company applies the ASC 606 five‑step model to all customer contracts:
(1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when performance obligations are satisfied.
For property management and recurring service arrangements, revenue is recognized over time as services are rendered because the customer simultaneously receives and consumes the benefits. For one‑time consulting or advisory services, revenue is recognized at a point in time when the service is completed.
Amounts billed in advance are recorded as contract liabilities, while unbilled receivables for completed performance obligations are recorded as contract assets. The Company does not typically enter into contracts with significant financing components.
Management believes the revenue recognition policies appropriately reflect the timing and pattern of revenue in accordance with U.S. GAAP.
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 December 31, 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.
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.
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Note 3 – GOING CONCERN UNCERTAINTY
For the year ended December 31, 2025, and December 31, 2024, the Company incurred net losses of approximately ($
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 the year the Company 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
On September 29, 2025, Global Asset Management Group, Inc. completed the acquisition of
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 year ended December 31, 2025, the Company had receivables written-off of $
Note 5 – ESCROW HOLDBACK
As of December 31, 2025, the Company recorded an escrow holdback of $
Escrow Holdback – Construction
Escrow Holdback – Interest
Escrow Holdback – Insurance
Escrow Holdback - R/E Taxes
The escrow holdback represents funds contractually retained in escrow pursuant to the related financing agreements. Accordingly, the escrow holdback is presented as a non-current asset on the consolidated balance sheet as of December 31, 2025.
Note 6 – PROPERTY AND EQUIPMENT
As of December 31, 2025, property and equipment, net totaled $
Property and equipment primarily consist of residential real estate assets acquired in connection with the reverse merger with DC Rental Portfolio Corp. on September 29, 2025. In accordance with ASC 805, the acquired assets were recorded at their estimated fair value as of the acquisition date and are subsequently carried at cost less accumulated depreciation.
The Company evaluates property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. No impairment losses were recognized for the year ended December 31, 2025.
Construction in Progress
Construction in progress of $
Note 7 – MORTGAGE DEBT
As of December 31, 2025, the Company had mortgage debt of $
The mortgage obligations are secured by the underlying real estate assets and generally bear interest at contractual rates with stated maturity dates. Interest is accrued and recognized as expense over the term of the respective agreements. The mortgage debt is recorded at the outstanding principal balance, net of any unamortized financing costs, in accordance with ASC 835-30, Interest. Related deferred financing costs, totaling $
Note 8 – PAYROLL TAXES PAYABLE
The Company has not had payroll and no payroll taxes due since 2012.
Note 9 – INCOME TAXES
The Company accounts for income taxes under ASC 740, Income Taxes. For the year ended December 31, 2025, the Company incurred a net loss of ($
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The Company has net operating loss carry forwards for federal and state purposes that may be used to offset future taxable income. Deferred tax assets have been fully offset by a valuation allowance due to the uncertainty of realization.
Income taxes paid by jurisdiction: $
Note 10 – 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 December 31, 2025, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.
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EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Richard Balles, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Global Asset Management Group, Inc. |
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| 2. | Based on my knowledge, this 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 report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
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| 4. | The registrant's other certifying officer 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 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. |
Date: April 15, 2026
| /s/ RICHARD BALLES |
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| Richard Balles Chief Executive Officer, and Director Global Asset Management Group, Inc. (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Murray, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K of Global Asset Management Group, Inc.; |
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| 2. | Based on my knowledge, this 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 report; |
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| 3. | Based on my knowledge, the financial statements, and other financial information included in this 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 report; |
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| 4. | The registrant's other certifying officer 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 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. |
Date: April 15, 2026
| /s/ JOHN MURRAY |
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| John Murray Chief Accounting Officer Global Asset Management Group, Inc. (Principal Financial and Accounting Officer) |
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EXHIBIT 32.1
Certification of the Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
I, Richard Balles, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that the Annual Report of Global Asset Management Group, Inc. on Form 10-K for the year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Global Asset Management Group, Inc.
| By: | /s/ Richard Balles |
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| Name: | Richard Balles |
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| Title: | Chief Executive Officer |
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| Date: | April 15, 2026 |
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EXHIBIT 32.2
Certification of the Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
I, John Murray, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002, that the Annual Report of Global Asset Management Group, Inc. on Form 10-K for the year ended December 31, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects the financial condition and results of operations of Global Asset Management Group, Inc.
| By: | /s/ John Murray |
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| Name: | JOHN MURRAY |
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| Title: | President and Chief Accounting Officer |
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| Date: | April 15, 2026 |
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