Global Asset Management Group, Inc.: Form 10-Q/A for the period ended Jun 30, 2026

Unless the context otherwise requires, references in this section to the “Company,” “we,” “us,” or “our” refer to Global Asset Management Group, Inc. and its consolidated subsidiaries. The following discussion and analysis should be read together with the unaudited restated consolidated financial statements and related notes included in this Amendment, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and the Company’s Current Reports on Form 8-K filed through the date of the Original Form 10-Q.

This Amendment restates the Company’s financial condition and results of operations as of and for the three and six months ended June 30, 2026 to include the applicable financial information of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities. The discussion below reflects the restated financial statements and supersedes the corresponding financial discussion included in the Original Form 10-Q.

OVERVIEW

Global Asset Management Group, Inc. is a diversified holding company focused on disciplined acquisitions and operational growth across real estate and related business lines. The Company’s current business operations include digital marketing, acquisition and rehabilitation of distressed multifamily residential rental properties, real estate management, and related strategic initiatives. In the first quarter of 2026, the Company’s disclosed operations included Bella Rio Marketing Agency, Inc., DC Rental Portfolio Corp., and Sustainable Properties Group assets and related option agreements.

During the second quarter of 2026, the Company’s most significant development was the acquisition, through RI Property Holdings, Inc., of the remaining membership interests in MREG, which owns the former Memorial Hospital property located in Pawtucket, Rhode Island. The Company previously disclosed that the property is a roughly 385,000-square-foot historic campus planned for redevelopment into a large-scale mixed-use residential and commercial community.

The MREG transaction represents a meaningful expansion of the Company’s real estate platform beyond its previously disclosed Washington, D.C. multifamily strategy and provides the Company with full ownership and control of a large redevelopment asset. The Company expects the Memorial Hospital project to require substantial capital, redevelopment planning, regulatory coordination, asset management, construction execution, and financing support. The ultimate timing, cost, scope, and economic return of the project will depend on financing availability, development costs, approvals, tenant and market demand, carrying costs, and other factors.

KEY DEVELOPMENTS

Memorial Real Estate Group LLC Acquisition

On May 6, 2026, the Company and RI Property Holdings, Inc. completed the MREG acquisition. Pursuant to the agreement, RI Property Holdings, Inc. acquired 100% of the seller’s 83.125% membership interest in MREG, and the remaining 16.875% of the membership interests was acquired from the sellers at the same closing. Neither the Company nor RI Property Holdings, Inc. held any membership interest in MREG before that closing. The 16.875% interest the Company acquired on April 6, 2026 is an interest in RI Property Holdings, Inc. Following the closing, RI Property Holdings, Inc. owned 100% of the membership interests in MREG and was appointed as sole member and sole manager, or managing member, as applicable, of MREG.

The transaction structure was an equity transfer rather than a deed transfer. MREG remained the record title holder of the Memorial Hospital real property, and the Company disclosed that no deed transfer or new title issuance was required solely by reason of the equity transfer structure. This structure allowed the Company to obtain control of MREG while MREG remained the title owner of the underlying real property.

The total consideration payable to the seller in connection with the transaction was $6,455,000, consisting of a $6,000,000 principal amount one-year convertible promissory note issued by the Company and $455,000 in cash. The $455,000 was disbursed on April 21, 2026 by the settlement agent from the proceeds of a loan made by Bogdan Capital LLC to Memorial Real Estate Group LLC, according to the seller’s written wire instructions, and comprised payments for prior advances, a tax settlement installment, legal invoices and utilities. Neither the Company nor RI Property Holdings, Inc. disbursed cash at the closing.

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In connection with the acquisition, FVP Opportunity Fund III, LP, as lender, assigned 100% of its interest in the MREG loan pursuant to a loan assignment agreement, and FVP Servicing, LLC resigned as Administrative Agent under the loan agreement. The members of MREG authorized MREG to enter into a loan agreement with Bogdan Capital LLC. At the time the Company filed the Current Report on Form 8-K dated May 6, 2026, final executed loan documentation was not available and the loan was described as being in the principal amount of $1,000,000. Executed documentation has since been obtained. Memorial Real Estate Group LLC issued a commercial promissory note dated April 15, 2026 in the original principal amount of $1,100,000, secured by a mortgage, assignment of rents and security agreement. The recorded mortgage states the loan amount as $1,000,000 in error, and the First Modification of Commercial Promissory Note confirms the principal as $1,100,000 exclusive of the increase described below. In June 2026, the First Modification increased the principal by $1,150,000 to $2,250,000. Separately, Bogdan Capital LLC advanced $250,000 to 653 East Cap LLC, 3628 Georgia LLC and 3794 Martin Luther King LLC, secured by deeds of trust on those properties. The Company’s consolidated balance sheet reflects loans payable to Bogdan Capital LLC of $2,500,000 as of June 30, 2026.

Memorial Hospital Redevelopment Strategy

Through RI Property Holdings, Inc., the Company acquired control of the former Memorial Hospital property in Pawtucket, Rhode Island (the “MREG Transaction”). The Company described the property as a roughly 385,000-square-foot historic campus being redeveloped into a large-scale mixed-use residential and commercial community. The disclosed redevelopment plan includes a balanced housing model consisting of approximately 40% affordable housing, 40% market-rate luxury apartments, and 20% veteran-focused housing.

The redevelopment vision also includes community-oriented amenities, including a coffee shop, daycare center, fitness facility, rehabilitation and wellness services, and additional lifestyle amenities intended to create a live-work environment for residents and the surrounding community. The Company also disclosed that Pawtucket has direct commuter service to Boston through the Massachusetts Bay Transportation Authority and Amtrak Northeast Corridor rail service.

The Company believes the MREG acquisition is consistent with its broader strategy of acquiring real estate assets where management believes redevelopment, operating improvements, financing relationships, and strategic repositioning may create long-term shareholder value. However, the Memorial Hospital project is expected to involve significant execution risk, including financing risk, regulatory and zoning risk, construction and rehabilitation risk, cost overrun risk, property carrying cost risk, market absorption risk, and risks associated with redeveloping a large historic property.

Convertible Note Financing and Capital Structure

In connection with the MREG transaction, the Company issued a $6,000,000 convertible promissory note. The note bears interest at 6.00% per annum, simple interest, and matures on April 8, 2027 unless earlier converted at the holder’s option. Beginning October 8, 2026 through maturity, the holder may elect to convert all or any portion of the outstanding principal and/or accrued interest into shares of the Company’s common stock at a conversion price equal to 90% of the arithmetic average of the daily VWAP of the Company’s common stock for the thirty trading days immediately preceding the conversion notice date.

If the Company fails to pay the outstanding principal and accrued interest in full at maturity and such amounts remain outstanding thereafter, the Company disclosed that a one-time extension fee equal to 5.0% of the then-outstanding amount is payable to extend the maturity to October 8, 2027.

In addition, on April 6, 2026, the Company completed the acquisition of a 16.875% interest in RI Property Holdings, Inc. in exchange for the Company’s issuance of a $3,500,000 convertible promissory note to the holder, who is a shareholder of the Company and a related party. The note bears 6.00% simple interest and matures on April 6, 2027, with holder-optional conversion beginning October 6, 2026 at 90% of the arithmetic average of the daily VWAP for the 30 trading days immediately preceding the conversion notice date. If not paid at maturity, a one-time 5.0% post-maturity penalty applies.

These convertible notes provided transaction financing flexibility and allowed the Company to complete strategic transactions without immediate common stock issuance. However, if converted, the notes may result in issuance of a material number of shares of common stock. Because the conversion price is based on future market prices, the number of shares issuable upon conversion cannot be determined at this time.

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Results of Operations

Three Months Ended June 30, 2026 Compared with the Three Months Ended June 30, 2025

Revenue was $236,261 for the three months ended June 30, 2026, compared with no revenue for the three months ended June 30, 2025. The increase reflects revenue generated by the Company’s consolidated operating activities during the 2026 period.

Total operating expenses were $972,259 for the three months ended June 30, 2026, compared with $9,300 for the comparable 2025 period. The 2026 expenses consisted of general and administrative expenses of $354,947, interest expenses of $285,773, amortization and other expenses of $141,706, property management of $63,356, legal and professional services of $66,679, insurance expense of $40,506, transfer agent fees of $16,761, and bank charges and fees of $2,531.

The Company incurred a net loss of $735,998 for the three months ended June 30, 2026, compared with a net loss of $9,300 for the comparable 2025 period. The increase in net loss was primarily attributable to the expansion of the Company’s operations, the inclusion of expenses associated with acquired and consolidated entities, acquisition and financing activity, property-related expenses, professional fees, amortization and other noncash expenses, and interest expense.

Six Months Ended June 30, 2026 Compared with the Six Months Ended June 30, 2025

Revenue was $359,514 for the six months ended June 30, 2026, compared with no revenue for the six months ended June 30, 2025. The increase reflects revenue generated by acquired and consolidated operations during the 2026 period.

Total operating expenses were $1,652,354 for the six months ended June 30, 2026, compared with $10,134 for the comparable 2025 period. The 2026 expenses consisted of general and administrative expenses of $812,968, interest expenses of $345,471, amortization and other expenses of $221,987, property management of $82,208, legal and professional services of $128,158, insurance expense of $41,397, transfer agent fees of $16,761, and bank charges and fees of $3,404.

The Company incurred a net loss of $1,292,840 for the six months ended June 30, 2026, compared with a net loss of $55,134 for the comparable 2025 period. The increase in the net loss was primarily attributable to expanded consolidated operations, acquisition-related activity, general and administrative expenses, financing costs, amortization and other noncash expenses, property management expenses, and interest expense.

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Liquidity and Capital Resources

The Company’s liquidity requirements include operating expenses, professional fees, public company compliance costs, acquisition costs, property-related carrying costs, redevelopment planning expenses, debt service, interest obligations, and costs associated with executing the Company’s real estate and business growth strategy.

As of June 30, 2026, the Company reported cash of $187,933, total current assets of $1,543,118, total current liabilities of $13,996,437, total liabilities of $27,513,328, and a total stockholders’ deficit of $1,555,409. Current liabilities exceeded current assets by $12,453,319 as of June 30, 2026. These amounts reflect the consolidation of the applicable financial information of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities.

The restatement materially increased the Company’s reported assets and liabilities. The principal asset increases included accounts receivable, amounts due from related parties, notes receivable from an officer, escrow holdbacks, property and equipment, construction in progress, and deferred financing costs. The principal liability increases included accounts payable and accrued expenses, amounts due to related parties, loans payable to officers, notes payable, mortgage debt, accrued interest, and other long-term liabilities.

During the second quarter of 2026, the Company completed the MREG transaction and issued convertible promissory notes with principal amounts of $6,000,000 and $3,500,000. The $6,000,000 note financed a substantial portion of the MREG transaction consideration, and the $3,500,000 note was issued in connection with the acquisition of a 16.875% interest in RI Property Holdings, Inc. from a shareholder and related party. The Company also issued a $133,000 convertible promissory note to a related party on May 1, 2026, bringing to $248,000 the aggregate principal of convertible promissory notes issued to related parties during the six months ended June 30, 2026, the balance consisting of a $35,000 note issued January 2, 2026 and an $80,000 note issued February 2, 2026. Each bears simple interest at 6.00% per annum and matures one year from its issue date.

The Company expects that its ability to continue executing its business plan will depend on its ability to obtain additional capital, manage existing obligations, complete or monetize assets, finance property-level redevelopment activities, and generate sufficient operating revenue. The Company may seek additional capital through equity issuances, debt financing, convertible instruments, asset-level financing, seller financing, joint ventures, strategic partnerships, property sales, or other transactions. There can be no assurance that such financing or strategic transactions will be available on acceptable terms, or at all.

For the six months ended June 30, 2026, net cash used in operating activities was $1,075,266, net cash used in investing activities was $1,732,820, and net cash provided by financing activities was $2,918,006. Financing activities during the period were the principal source of funding for the Company’s operating and investing cash requirements. Cash increased by $109,920 during the six-month period. Cash of $28,936 was acquired on consolidation at the acquisition dates of Sustainable Properties, LLC and AMT Management Corp. and is presented separately from operating, investing and financing activities. Cash was $49,077 at December 31, 2025 and $187,933 at June 30, 2026.

The Memorial Hospital redevelopment is expected to require substantial additional capital and ongoing carrying costs, including redevelopment planning, property maintenance, taxes, insurance, professional fees, debt service, and any required regulatory or municipal approvals. The Company’s ability to fund these requirements will depend on available cash, additional financing, asset-level financing, strategic transactions, and any future operating cash flow.

Going Concern and Financing Considerations

As of June 30, 2026, management evaluated the Company’s liquidity, operating losses, working capital deficit, debt obligations, acquisition-related obligations, expected capital requirements, and anticipated costs of the Memorial Hospital redevelopment and other consolidated operations. The restated financial statements reflect a working capital deficit of $12,453,319 and a stockholders’ deficit of $1,555,409 as of June 30, 2026. The Company also used $1,075,266 of cash in operating activities during the six months ended June 30, 2026.

Based on these factors, substantial doubt exists regarding the Company’s ability to continue as a going concern. Management’s plans include seeking additional debt or equity financing, pursuing strategic transactions, managing operating expenses, evaluating potential asset-level financing or monetization opportunities, and pursuing revenue and cash flow from the Company’s consolidated operations. There can be no assurance that these efforts will be successful.

Known Trends, Events, and Uncertainties

Acquisition integration and execution risk. The Company has completed multiple acquisitions and strategic transactions during 2025 and 2026, including the MREG transaction during Q2 2026. Successful integration and execution will require management attention, financing, accounting controls, reporting controls, and operational coordination.

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Redevelopment and real estate carrying cost risk. The Memorial Hospital property is a large mixed-use redevelopment project. The Company may incur substantial carrying costs, professional fees, planning costs, regulatory costs, and redevelopment costs before the project generates material operating cash flow.

Financing and debt maturity risk. The Company issued convertible promissory notes with maturities in April 2027, and those notes may require repayment, refinancing, extension, or conversion. The Company’s ability to satisfy these obligations will depend on liquidity, financing availability, asset monetization, operating performance, and market conditions.

Potential dilution from convertible securities. Outstanding convertible notes may convert into common stock at a formula price based on future market prices. The number of shares issuable upon conversion cannot be determined at this time and may be material.

Related-party considerations. The $3,500,000 convertible promissory note issued in connection with the 16.875% RI Property Holdings, Inc. interest was issued to a holder who is a shareholder of the Company and a related party.

Regulatory, municipal, and redevelopment approvals. The Company’s real estate strategy may require zoning, permitting, municipal approvals, financing approvals, tenant approvals, and other regulatory or third-party consents. Delays or adverse outcomes could materially affect timing, cost, and expected returns.

Public company compliance and disclosure controls. As the Company increases its acquisition activity, financing complexity, and asset base, it will need to maintain appropriate disclosure controls, financial reporting controls, and public company governance processes.

Off-Balance Sheet Arrangements

As of June 30, 2026, the Company did not engage in off-balance sheet transactions, except as may be disclosed in the accompanying financial statements and notes.

Impact of Inflation and Economic Conditions

The Company’s business and growth strategy may be affected by general economic conditions, inflation, interest rates, financing availability, construction and rehabilitation costs, insurance costs, property taxes, labor costs, utility costs, and real estate market conditions. Inflation and higher interest rates may increase the Company’s acquisition, financing, rehabilitation, and property carrying costs.

If the Company is unable to offset higher costs through rents, sales proceeds, financing, cost controls, or other strategies, its business, financial condition, liquidity, and results of operations could be adversely affected. These factors may be particularly relevant to the Memorial Hospital redevelopment and the Company’s multifamily real estate strategy.

Recent Subsequent Developments

Effective July 24, 2026, the Board of Directors accepted the resignation of Daniel Snyder as a Director pursuant to his retirement request, effective immediately. The Company disclosed that Mr. Snyder’s resignation was for personal business reasons and not as a result of any dispute with the Company, its management, its financial statements, or any matter relating to the Company’s operations, policies, practices, or reports filed with the SEC.

Effective July 24, 2026, the Board of Directors appointed David Marshall Nissman to the Board of Directors. The Company disclosed that Mr. Nissman will also serve as a member of the Audit Committee with Robert Fiallo and John Murray, and that there are no family relationships, appointment arrangements, or Item 404(a) related-party transactions requiring disclosure with respect to Mr. Nissman.

On July 24, 2026, the Company also announced that Daniel Bell and Darryl Barnes were appointed to the Corporate Advisory Board to assist management and the Board of Directors in future growth, business planning, and shareholder communications.

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A purchase money promissory note in the original principal amount of $250,000, secured by a deed of trust on a commercial condominium unit owned by a subsidiary at 3628 Georgia Avenue, NW, Washington, D.C., matured on February 8, 2026 and was not paid. The note was in default at June 30, 2026 and remains outstanding. A notice of foreclosure sale was executed on June 11, 2026. The note, the default and the related foreclosure are described in Note 9, Note 10 and Item 1 of Part II of this Report. No other senior security of the Company is in default.

Under the supervision and with the participation of management, including the principal executive officer and principal financial/accounting officer, the Company evaluated the effectiveness of its disclosure controls and procedures as of June 30, 2026. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, and in light of the material misstatement and resulting restatement described in the Explanatory Note and Note 3, “Restatement of Previously Issued Financial Statements,” our principal executive officer and principal financial/accounting officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026. The ineffectiveness resulted from a material weakness in the Company’s controls over the timely evaluation and application of consolidation accounting for recently completed acquisitions involving complex ownership, financing, and entity structures.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or were reasonably likely to materially affect, the Company’s internal control over financial reporting. Subsequent to June 30, 2026, management initiated remediation measures relating to the material weakness described above, including enhanced procedures for evaluating consolidation requirements, documenting acquisition accounting conclusions, obtaining complete financial information from acquired entities, and reviewing complex transactions before the filing of periodic reports. These remediation measures had not been fully implemented or tested as of the date of this Amendment.

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As a smaller reporting company, the Company is not required to provide the information called for by this Item. However, the Company’s business, financial condition, results of operations, and prospects remain subject to the risk factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and other filings with the SEC, as updated by this Amendment and the Company’s other filings with the SEC.

The restatement described in this Amendment may expose the Company to additional risks relating to the accuracy and timeliness of financial reporting, the effectiveness of disclosure controls and internal control over financial reporting, potential regulatory review, additional accounting and professional costs, and the Company’s ability to integrate acquired entities with complex ownership and financing structures. Until any related material weakness has been fully remediated and tested, there can be no assurance that additional financial reporting errors will not occur.