THE COMPANY AND NATURE OF BUSINESS |
6 Months Ended | |||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||
| THE COMPANY AND NATURE OF BUSINESS | ||||||||||||||||
| THE COMPANY AND NATURE OF BUSINESS | 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 OTCID (trading symbol “GAMG”). The Company has applied for uplisting to the OTCQB Venture Market.
Global Asset Management Group is a diversified holding company with a global presence. Guided by long-term investment principles, we focus on acquiring Real Estate and Businesses. The Company has transitioned a regional residential real estate company into a publicly focused enterprise with a national and global vision. Built to address real challenges facing American homeowners, GAMG develops affordable housing solutions and partners with veteran-focused organizations to support U.S. servicemembers seeking long-term stability and homeownership. GAMG integrates real estate, property management, financial services, and banking support to deliver comprehensive community impact.
ACQUISITION OF BELLA RIO MARKETING AGENCY, INC.
On July 31, 2025, Global Asset Management Group, Inc. completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.
About Bella Rio Marketing Agency, Inc.
Bella Rio Marketing Agency, Inc. is a full-service marketing and automation firm specializing in scalable digital solutions for modern brands. The company offers expertise in social media strategy, content creation, SEO, website development, CRM integration, and email marketing. Its data-driven approach focuses on lead generation, conversion optimization, and customer retention through customized digital experiences and automated workflows. Bella Rio distinguishes itself with full-stack capabilities including professional video production, merchandising, campaign audits, and advanced audience targeting. Clients benefit from a high-touch strategic process supported by real-time analytics and automation tools that enhance performance across the marketing funnel. In its first year of operations, Bella Rio generated gross revenue of $92,787.92 and anticipates significant growth in the coming fiscal year.
ACQUISITION OF DC RENTAL PORTFOLIO CORP.
On September 29, 2025, Global Asset Management Group, Inc. completed the acquisition of DC Rental Portfolio Corp. (“DC Rental”) pursuant to a Share Exchange Agreement dated February 6, 2025. The Company acquired 100% of the issued and outstanding capital stock of DC Rental in exchange for 250,000,000 shares of its Common Stock issued to the shareholders of DC Rental. The transaction was conducted as a private placement under Rule 4(a)(2) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions.
Organized pursuant to the laws of the District of Columbia, DC Rental, through its wholly-owned subsidiaries, owns or is in the process of acquiring various income producing multi-family residential housing units located in the District of Columbia. The Company has continued to evaluate certain additional multi-family housing acquisition opportunities that were previously under review. The timing and completion of any such acquisition remain subject to ongoing negotiation, due diligence, financing, applicable regulatory requirements, and customary closing conditions. There can be no assurance that any such acquisition will be completed on the terms currently contemplated, or at all.
The foregoing summary of the Share Exchange Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026, and is incorporated herein by reference.
ACQUISITION OF SUSTAINABLE PROPERTIES
On March 13, 2026, Global Asset Management Group, Inc. (the “Company”) completed Share Exchange Agreements (collectively, the “Share Exchange Agreements”), pursuant to which the Company agreed to acquire 100% of the outstanding equity interests of each applicable acquired entity in exchange for shares of the Company’s common stock.
The transactions provide the Company with a portfolio of specialized assets including:
The Sustainable Properties portfolio includes two industrial real estate assets: a 33,000-square-foot edge data center facility and an 18,000-square-foot manufacturing property.
In addition, management is evaluating potential monetization and redeployment initiatives relating to certain assets and licenses acquired in the Sustainable Acquisitions. As part of this evaluation, the Company is in discussions regarding potential transactions that, if pursued and consummated, could include (i) the sale of one of the two facilities associated with a licensed operation pursuant to seller‑financing terms over a five‑year period for an aggregate purchase price of approximately $5,000,000, and (ii) the sale of assets of another operational facility together with two associated licenses pursuant to similar seller‑financing terms over a five‑year period for an aggregate purchase price of approximately $5,000,000. If the Company enters into and completes one or more such transactions, management currently expects to consider using proceeds as received to invest in and scale production of a hemp‑derived THC beverage (drink) product line and to support other manufacturing initiatives. These initiatives are preliminary and remain subject to ongoing negotiation, execution of definitive documentation, satisfaction of customary closing conditions (including any required regulatory approvals), and the performance by counterparties of their obligations under any seller‑financing arrangements. Accordingly, there can be no assurance that any such transactions will be completed on the terms described above, or at all, or that proceeds will be received as anticipated.
The foregoing summary of the Share Exchange Agreements and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreements, which were filed as Exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 7, 2025, and is incorporated herein by reference.
ACQUISITION OF MEMORIAL REAL ESTATE GROUP LLC
On May 6, 2026, the Company and its wholly-owned subsidiary RI Property Holdings, Inc., the Buyer SPE, completed a Debt & Equity Transfer & Assumption Agreement with FVP Investments, LLC and FVP Opportunity Fund III, LP, through their designee FVP Servicing, LLC. Pursuant to the agreement, the Buyer SPE acquired 100% of the seller’s 83.125% membership interest in Memorial Real Estate Group LLC, or MREG. Prior to the transaction, the Buyer SPE and/or its affiliates held 16.875% of the membership interests in MREG. Following the closing, the Buyer SPE 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 was structured as an equity transfer rather than a deed transfer, with MREG remaining the record title holder of the former Memorial Hospital real property in Pawtucket, Rhode Island. In connection with the transaction, FVP Opportunity Fund III, LP, as lender, assigned 100% of its interest in the MREG loan pursuant to a debt assignment agreement, and FVP Servicing, LLC resigned as Administrative Agent under the loan agreement. The total consideration payable to the seller was $6,455,000, consisting of a $6,000,000 principal amount one-year convertible promissory note issued by the Company and a $455,000 cash down payment paid at closing and disbursed according to seller wire instructions. The $6,000,000 note bears 6.00% simple interest, matures April 8, 2027, and is convertible at the holder’s option beginning October 8, 2026 through maturity at a conversion price equal to 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 and amounts remain outstanding, a one-time 5.0% extension fee applies to extend maturity to October 8, 2027.
On April 6, 2026, the Company completed the acquisition of a 16.875% interest in RI Property Holdings, Inc. in exchange for issuance of a $3,500,000 convertible promissory note to a holder who is a shareholder of the Company and a related party. The note bears 6.00% simple interest, matures April 6, 2027, and is convertible at the holder’s option 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. |