GOING CONCERN UNCERTAINTY |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| GOING CONCERN UNCERTAINTY | |
| GOING CONCERN UNCERTAINTY | Note 3 – GOING CONCERN UNCERTAINTY
On July 31, 2025, Global Asset Management Group, Inc. completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
On September 29, 2025, Global Asset Management Group, Inc. completed the acquisition of DC Rental Portfolio Corp. (“DC Rental”) pursuant to a Share Exchange Agreement dated February 6, 2025. The Company acquired 100% of the issued and outstanding capital stock of DC Rental in exchange for 250,000,000 shares of its Common Stock issued to the shareholders of DC Rental. The transaction was conducted as a private placement under Rule 4(a)(2) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions.
On May 6, 2026, Global Asset Management Group, Inc. (the “Company”) and its wholly-owned subsidiary RI Property Holdings, Inc. (the “Buyer SPE”) completed a Debt & Equity Transfer & Assumption Agreement (the “Agreement”) with FVP Investments, LLC and FVP Opportunity Fund III, LP (through their designee FVP Servicing, LLC, collectively, the “Seller”). Pursuant to the Agreement, the Buyer SPE acquired 100% of the Seller’s 83.125% membership interest in Memorial Real Estate Group LLC (“MREG”). Prior to the acquisition, the Buyer SPE (and/or its affiliate(s)) already held 16.875% of the membership interests in MREG. Following the closing of the transactions contemplated by the Agreement, the Buyer SPE owns 100% of the membership interests in MREG and, effective at closing, was to be appointed as the sole member and sole manager (or managing member, as applicable) of MREG.
The Agreement contemplates that FVP Opportunity Fund III, LP, as lender, assigns 100% of its interest in the MREG loan pursuant to a loan assignment agreement attached as Exhibit B to the Agreement (the “Debt Assignment Agreement”), and that FVP Servicing, LLC resigns as Administrative Agent under the loan agreement.
The total consideration payable to the Seller in connection with the transaction was $6,455,000, consisting of (i) a $6,000,000 principal amount one-year convertible promissory note issued by the Company (the “Convertible Note”) and (ii) a $455,000 cash down payment paid at closing (the “Down Payment”) and disbursed pursuant to Seller’s written wire instructions, including payments to FVP Servicing, LLC ($300,000), City of Pawtucket / Tax Settlement Authority ($55,000), KPRS Law ($50,000), and utilities/miscellaneous expenses ($50,000).
On April 10, 2026, the members of MREG, acting by unanimous written consent, authorized MREG to enter into a loan agreement with Bogdan Capital LLC relating to a loan in the principal amount of $1,000,000 (the “MREG Loan”). The MREG Loan was intended to be documented on or about April 13, 2026, consistent with a transaction term sheet dated April 9, 2026. |