Global Asset Management Group, Inc 10-Q for FY2025 Q2
Global Asset Management Group, Inc. (GAMG)
About this 10-Q
Global Asset Management Group, Inc filed this 10-Q on August 14, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
Quarterly report pursuant to Section 13 OR 15(D) of the Securities Exchange Act of 1934 |
For the quarterly period ended
OR
Transition report pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934 |
For the transition period from ____________ to_____________
Commission File Number:
(Exact name of registrant as specified in its charter) (Formerly: KENILWORTH SYSTEMS CORPORATION) |
| ||
(State of incorporation) |
| (I.R.S. employer identification no.) |
|
|
|
| ||
(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Smaller reporting company | ||
|
| Emerging growth company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As of August 13, 2025, there were
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of Global Asset Management Group, Inc. and subsidiaries, a Wyoming corporation (the “Company”), contains “forward- looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors are discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
|
GLOBAL ASSET MANAGEMENT GROUP, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED JUNE 30, 2025
INDEX
Index |
| Page | ||
|
|
|
| |
Part I. Financial Information |
|
|
| |
|
|
|
|
|
Item 1. | Consolidated Financial Statements |
|
|
|
|
|
|
|
|
| Consolidated Statements of Operations for the Three months ended June 30, 2025 and 2024 (unaudited) |
| F-3 |
|
|
|
|
|
|
| Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024. (unaudited) |
| F-2 |
|
|
|
|
|
|
|
| F-5 |
| |
|
|
|
|
|
|
| F-6 |
| |
|
|
|
|
|
|
|
| ||
|
|
|
|
|
| 5 |
| ||
|
|
|
|
|
| 5 |
| ||
|
|
|
|
|
Unregistered Sales of Equity Securities and Use of Proceeds. |
| 5 |
| |
|
|
|
|
|
| 5 |
| ||
|
|
|
|
|
| 5 |
| ||
|
|
|
|
|
| 5 |
| ||
|
|
|
|
|
| 6 |
| ||
|
|
|
|
|
| 7 |
| ||
2 |
| Table of Contents |
INDEX TO FINANCIAL STATEMENTS
GLOBAL ASSET MANAGEMENT GROUP, INC.
TABLE OF CONTENTS
| F-1 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS Current Assets |
| JUNE 30, 2025 |
|
| DECEMBER 31, 2024 |
| ||
|
|
|
|
|
|
| ||
| ASSETS |
|
|
|
|
|
| ||
| Current Assets |
|
|
|
|
|
| ||
| Cash |
| $ |
|
| $ |
| ||
| Due from Related Party |
| $ |
|
| $ |
| ||
| Subscription Receivables |
| $ |
|
| $ |
| ||
| Prepaid expense |
| $ |
|
| $ |
| ||
| Total current assets |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| License agreements |
|
|
|
|
|
|
|
|
Security deposits |
|
|
|
|
|
|
|
|
| Intellectual Property - Proprietary Databases and Technology |
| $ |
|
| $ |
| ||
| Trademarks and Tradenames |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| TOTAL ASSETS |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY |
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
|
|
| $ |
| ||
| Due to related parties |
| $ |
|
| $ |
| ||
| Note Payable |
| $ |
|
| $ |
| ||
Deferred Income |
| $ |
|
|
|
|
| |
| Total current liabilities |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| Total other liabilities |
| $ |
|
| $ |
| ||
| TOTAL LIABILITIES |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| Stockholders' Equity |
|
|
|
|
|
|
|
|
| Series A convertible preferred stock, par value $ |
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||
| Series B convertible preferred stock, par value $ |
|
|
|
|
|
|
|
|
| $ |
|
| $ |
| |||
| Series C convertible preferred stock, par value $ |
|
|
|
|
|
|
|
|
| shares issued and outstanding, respectively |
| $ |
|
| $ |
| ||
| Common stock, par value $ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| 2024 respectively |
| $ |
|
| $ |
| ||
| Additional paid-in-capital |
| $ |
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
| Accumulated deficit |
| $ | ( | ) |
| $ | ( | ) |
Non- Controlling Interest |
| $ |
|
| $ |
| ||
| TOTAL STOCKHOLDERS' EQUITY |
| $ | ( | ) |
| $ | ( | ) |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
| $ |
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-2 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
|
| JUNE 30, 2025 |
|
| JUNE 30, 2024 |
| ||
Operating revenue: |
|
|
|
|
|
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ |
|
| $ |
| ||
Cost of sales |
| $ |
|
| $ |
| ||
Gross Profit |
|
|
|
|
|
| ||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank Charges & Fees |
| $ |
|
| $ |
| ||
Legal & Professional Services |
| $ |
|
|
|
| ||
General and Administrative Expense |
|
|
|
| $ |
| ||
Total operating expenses |
| $ | ( | ) |
|
| ( | ) |
Loss from operations |
| $ | ( | ) |
| $ | ( | ) |
Other Income (expenses) |
|
| ( | ) |
|
| ( | ) |
Total other income/(expense) |
| $ |
|
| $ |
| ||
Net Income/ loss |
| $ | ( | ) |
| $ | ( | ) |
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
| $ | ( | ) |
| $ | ( | ) |
The accompanying notes are an integral part of these financial statements.
| F-3 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIOD ENDED JUNE 30, 2025.
|
|
|
|
| Common |
|
|
|
|
| Preferred |
|
| Additional |
|
|
|
| ||||||||||||||
|
|
|
| Stock |
|
|
|
|
| Stock A |
|
| Paid-in |
|
|
|
| Accumulated |
|
|
| |||||||||||
Description |
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| NCI |
|
| Deficit |
|
| Total |
| ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
Balance – Balance Jan 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Common stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Additional paid in capital |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net (loss) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Balance – December 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Balance – Balance Jan 1, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||||||
Common stock issued |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Additional paid in capital |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net (loss) |
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | ||
Preferred Stock A Cancelled |
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Balance – June 30, 2025 |
|
|
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
| ( | ) |
|
| ( | ) | |||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
| Table of Contents |
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED JUNE 30, 2025, AND 2024
|
| Period Ended June 30, 2025 (Unaudited) |
|
| Period Ended June 30, 2024 |
| ||
Cash flows from operating activities: |
| |||||||
Net loss from continuing operations attributable to |
|
| ( | ) |
| $ | ( | ) |
common stockholders | ||||||||
Adjustments to reconcile net loss to net | ||||||||
cash used in operating activities: | ||||||||
Preferred stock issued for services |
|
|
|
| $ |
| ||
Changes in: | ||||||||
Receivables written-off |
|
|
|
| $ |
| ||
Notes and Payables |
|
|
|
| $ |
| ||
Payroll tax liabilities |
|
|
|
| $ |
| ||
Net cash used in operating activities |
|
| ( | ) |
| $ | ( | ) |
| ||||||||
Cash flows from investing activities | ||||||||
License agreements |
|
|
|
| $ |
| ||
Intangible Assets |
|
|
|
| $ |
| ||
Intellectual Property – Proprietary Databases and Technology |
|
|
|
|
|
|
| |
Trademarks and Tradenames |
|
|
|
|
|
|
| |
Net cash used in investing activities |
|
|
|
| $ |
| ||
| ||||||||
Cash flows from financing activities | ||||||||
Common Stock |
|
|
|
| $ |
| ||
Additional Paid-In-Capital |
|
|
|
|
| $ |
| |
Note Payables |
|
|
|
|
|
|
| |
Net cash provided by financing activities |
|
|
|
| $ |
| ||
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
| ( | ) |
| $ |
| |
|
|
|
|
|
|
|
|
|
Cash, beginning of period |
|
|
|
| $ |
| ||
Cash, end of period |
|
|
|
| $ |
| ||
The accompanying notes are an integral part of these financial statements.
| F-5 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
JUNE 30, 2025, AND 2024
Note 1 – THE COMPANY AND NATURE OF BUSINESS
GLOBAL ASSET MANAGEMENT GROUP, INC. hereinafter referred to as the “Company” or “we”, was incorporated on April 25, 1968, under the laws of the State of New York, and reincorporated in the State of Wyoming in 2024, where it is currently domiciled. The corporation changed its name to Global Asset Management Group, Inc. on June 16, 2025. The Company has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, and presently on the OTC Pink Sheet Market (trading symbol “KENS”).
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 $
Disposition of Regenecell, Inc.
On July 31, 2025, the Issuer transferred
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 second quarter period-end is June 30.
Principle of consolidation
The consolidated financial statements include the accounts of Global Asset Management Group, Inc. and its 60% owned subsidiary: Regenecel Inc.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $
| F-6 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT
JUNE 30, 2025, AND 2024
Fair Value of Financial Instruments
AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: | defined as observable inputs such as quoted prices in active markets; |
Level 2: | defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and |
Level 3: | defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. |
The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or services not provided or is subject to a refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. As of June 30, 2025 the Company has no revenue.
Basic Income (Loss) Per Share
The Company computes income (loss) per share in accordance with FASB ASC 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 June 30, 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.
| F-7 |
| Table of Contents |
GLOBAL ASSET MANAGEMENT GROUP, INC.
NOTE TO THE CONSOLIDATED FINANCIAL STATEMENT
JUNE 30, 2025, AND 2024
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
Note 3 – GOING CONCERN UNCERTAINTY
For the periods ended June 30, 2025, and June 30, 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; however, there can be no assurance the Company will be successful in these efforts.
On
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. The Company did not record any write-offs of Accounts Receivable.
| F-8 |
| Table of Contents |
Note 5 – PAYROLL TAXES PAYABLE
The Company has not had payroll and no payroll taxes due since 2012.
Note 6 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2025, up through the date the Company issued the unaudited consolidated financial statements and determined that the following subsequent events occurred:
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 $
Disposition of Regenecell, Inc.
On July 31, 2025, the Issuer transferred
Note 7 – CANCELLATION OF PREFERRED STOCK
During the period ended June 30,2025, the Company cancelled and permanently retired
As a result of this transaction:
| · | The Preferred Stock account was reduced by $125. |
|
|
|
| · | There was no impact on Additional Paid-In Capital, as the shares were issued at par. |
|
|
|
| · | The corresponding credit was made to Retained Earnings to reflect the reduction in equity with no inflow of assets or settlement obligation. |
The cancelled shares have been removed from both issued and authorized capital and may not be reissued in the future.
| F-9 |
| Table of Contents |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Unless the context otherwise requires, all references in this section as to the “Company,” “we,” “us” or “our” refer to the business of Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) and its consolidated subsidiary.
The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes contained in this Quarterly Report and the financial statements and related notes contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those discussed in Part I, Item 1A, “Risk Factors” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and “Forward-Looking Statements” sections and elsewhere in this Quarterly Report, our actual results may differ materially from those anticipated in these forward-looking statements.
The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the three and six months ended June 30, 2025 and 2024.
Overview
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.
Inflation Risk and Economic Conditions
The demand for our products and services solution is dependent on the general economy, which is in turn affected by geopolitical conditions, the stability of the global credit markets, inflationary pressures, higher interest rates, , and other factors. Downturns in the general economy could disproportionately affect the demand for our products and services.
Our operations could also be impacted by inflation and higher interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the six months ended June 30, 2025 and 2024. However, if our costs were to become subject to significant inflationary pressures (such as Provider cost), we may not be able to fully offset such higher costs through price increases or cost savings. Our inability or failure to do so could harm our business, financial condition or results of operations.
| 3 |
| Table of Contents |
Off-Balance Sheet Arrangements
The Company does not engage in off-balance sheet transactions.
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Quarterly Report on this Form 10-Q contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward- looking statements. Without limiting the generality of the foregoing, in some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “would,” “could,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “continue” or the negative of these terms or other comparable terminology. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to, our lack of recent operating history, existing management, general domestic or international economic conditions, pending or future legal proceedings, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions), applications for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations). You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this 10-Q Report for the period ended June 30, 2025, and the subsequent events reported in this Form 10-Q.
Risk & Uncertainties
Going Concern
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 merger candidates that are privately held seeking a public listing of their shares. We have no way to predict the future of this company; however, currently the corporation shows indications of growth moving forward in 2025.
On February 6, 2025, the Company entered into an Agreement and Plan of Reorganization with DC Rental Portfolio LLC (“DC Rental”), to acquire 100% of the Membership Interests of DC Rental in exchange for 350,000,000 Shares of Common Stock of the Company. Organized pursuant to the laws of the District of Columbia, DC Rental through its subsidiaries owns or is in the process of acquiring various income producing residential housing units located in the District of Columbia. The Closing Date of this acquisition is expected on or about August 31, and on the Closing Date the properties owned by DC Rental will have an aggregate appraised value of not less than $100,000,000, and equity of approximately $20,000,000.
| 4 |
| Table of Contents |
PART II- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
On February 6, 2025, the Company entered into an Agreement and Plan of Reorganization with DC Rental Portfolio LLC (“DC Rental”), to acquire 100% of the Membership Interests of DC Rental in exchange for 350,000,000 Shares of Common Stock of the Company. Organized pursuant to the laws of the District of Columbia, DC Rental through its subsidiaries owns or is in the process of acquiring various income producing residential housing units located in the District of Columbia. The Closing Date of this acquisition is expected on or about August 31, 2025, and on the Closing Date the properties owned by DC Rental will have an aggregate appraised value of not less than $100,000,000, and equity of approximately $20,000,000.
On July 31, 2025, the Company completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
The Company plans to hold its next Annual Meeting of Shareholders as soon as practicable with proxy materials mailed to shareholders of record at least twenty (20) days prior to the proposed meeting date. Our new management team, auditors and counsel are anticipating a number of issues to be voted on at that time.
| 5 |
| Table of Contents |
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
| Description |
|
|
|
| ||
|
|
|
| ||
|
|
|
| ||
|
|
|
101.INS * |
| Inline XBRL Instance Document |
|
|
|
101.SCH * |
| Inline Taxonomy Extension Schema Document |
|
|
|
101.CAL * |
| Inline Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.DEF * |
| Inline Taxonomy Extension Definition Linkbase Document |
|
|
|
101.LAB * |
| Inline Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE * |
| Inline Taxonomy Extension Presentation Linkbase Document |
|
|
|
104* |
| Cover Page Interactive Data File |
__________________________
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
| 6 |
| Table of Contents |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned thereunto duly authorized.
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|
|
|
|
Date: August 14, 2025 | By: | /s/ John Murray | |
|
| President and Director |
|
| 7 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
I, John Murray, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC.; |
|
|
|
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
|
|
|
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
|
| (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; |
|
|
|
|
|
| (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; |
|
|
|
|
|
| (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 |
|
|
|
|
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (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 |
|
|
|
|
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|
|
|
|
|
| Dated: August 14, 2025 | By: | /s/ John Murray | |
|
| Name: | JOHN MURRAY |
|
|
|
| (Principal Executive Officer and Principal Financial/Accounting Officer) |
|
EXHIBIT 31.2
SECTION 302 CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
I, Daniel Snyder, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC.; |
|
|
|
| 2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
|
|
|
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: |
|
| (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; |
|
|
|
|
|
| (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; |
|
|
|
|
|
| (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 |
|
|
|
|
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
| (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 |
|
|
|
|
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|
|
|
|
|
| Dated: August 14, 2025 | By: | /s/ Daniel Snyder | |
|
| Name: | DANIEL SNYDER |
|
|
|
| (Principal Financial/Accounting Officer) |
|
EXHIBIT 32.1
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
OF GLOBAL ASSET MANAGEMENT GROUP, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC. for the quarter ended June 30, 2025, the undersigned, John Murray, President of GLOBAL ASSET MANAGEMENT GROUP, INC., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
|
|
| (2) | the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fairly presents, in all material respects, the financial condition and results of operations of GLOBAL ASSET MANAGEMENT GROUP, INC.. |
|
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|
|
|
|
|
| Dated: August 14, 2025 | By: | /s/ John Murray | |
|
| Name: | JOHN MURRAY |
|
|
|
| (Principal Executive Officer) |
|
EXHIBIT 32.2
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER OF GLOBAL ASSET MANAGEMENT GROUP, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of GLOBAL ASSET MANAGEMENT GROUP, INC. for the quarter ended June 30, 2025, the undersigned, Daniel Snyder, Principal Financial Officer of GLOBAL ASSET MANAGEMENT GROUP, INC., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
|
|
| (2) | the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fairly presents, in all material respects, the financial condition and results of operations of GLOBAL ASSET MANAGEMENT GROUP, INC.. |
|
| GLOBAL ASSET MANAGEMENT GROUP, INC. | ||
|
|
|
|
|
| Dated: August 14, 2025 | By: | /s/ Daniel Snyder | |
|
| Name: | DANIEL SNYDER |
|
|
|
| (Principal Financial/Accounting Officer) |
|