gamg_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

☐	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: 0-08962

GLOBAL ASSET MANAGEMENT GROUP, INC.

(Exact name of registrant as specified in its charter)

Wyoming		84-1641415
(State of incorporation)		(I.R.S. employer identification no.)

51 Monroe St., Suite 1505 Rockville, MD		20852
(Address of principal executive offices)		(Zip Code)

(240) 398-8319

(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. Yes ☒ No ☐

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 during the preceding 12 months, or for such shorter period that the registrant was required to submit such files. Yes ☒ No ☐

Large accelerated filer	☐	Accelerated filer	☐
Non-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 ☐ No ☒

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 September 16, 2026, there were 145,991,661 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

EXPLANATORY NOTE

Global Asset Management Group, Inc. (the “Company,” “GAMG,” “we,” “us,” or “our”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, originally filed with the Securities and Exchange Commission on August 19, 2026 (the “Original Form 10-Q”).

Subsequent to the filing of the Original Form 10-Q, the Company completed its accounting analysis relating to the consolidation of RI Property Holdings, Inc., including Memorial Real Estate Group LLC, and Sustainable Properties, LLC and its applicable subsidiaries and acquired entities. These acquisitions involved recently completed transactions and complex ownership, financing, and entity structures. At the time of the Original Form 10-Q, the Company had disclosed that management was continuing to evaluate the appropriate accounting treatment for these entities and related transactions.

Following completion of that analysis, management determined that the applicable financial information of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities should have been included in the Company’s consolidated financial statements as of and for the three and six months ended June 30, 2026.

Management evaluated the omission quantitatively and qualitatively and concluded that it resulted in a material misstatement of the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026. Accordingly, the Company’s Board of Directors, upon the recommendation of the Audit Committee and after consultation with management, concluded that the financial statements included in the Original Form 10-Q should no longer be relied upon.

This Amendment amends and restates Part I, Item 1, “Financial Statements,” Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 4, “Controls and Procedures,” together with the related exhibits and certifications. The restated consolidated financial statements 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.

Except as expressly described in this Amendment, including the subsequent events disclosed in Note 12 and the remediation measures described in Part I, Item 4, this Amendment does not otherwise amend, update, or modify the disclosures contained in the Original Form 10-Q for events occurring after August 19, 2026. This Amendment should be read together with the Original Form 10-Q and the Company’s other filings with the Securities and Exchange Commission.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Global Asset Management Group, Inc. and subsidiaries, a Wyoming corporation, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our business strategy, acquisition and financing activity, real estate redevelopment plans, operating initiatives, capital resources, anticipated expenses, future financing, and the adequacy of available cash resources.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties. Actual results may differ materially from those discussed in forward-looking statements. Factors that may cause actual results to differ include those discussed in this Report, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company’s other SEC filings, and risks inherent in acquisitions, financings, redevelopment projects, regulatory approvals, capital markets, and public company compliance. Except as required by law, the Company undertakes no obligation to update forward-looking statements.

GLOBAL ASSET MANAGEMENT GROUP, INC.

AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2026

INDEX

Form 10-Q/A		Page

PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements	F-2

	Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited and as restated)	F-2

	Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (unaudited and as restated)	F-3

	Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2026 and 2025 (unaudited and as restated)	F-4

	Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited and as restated)	F-5

	Notes to Consolidated Financial Statements (unaudited and as restated)	F-6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9

Item 4.	Controls and Procedures	9

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings.	10

Item 1A.	Risk Factors.	10

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	10

Item 3.	Defaults Upon Senior Securities.	10

Item 4.	Mine Safety Disclosures.	10

Item 5.	Other Information.	10

Item 6.	Exhibits.	11

Signatures		12

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INDEX TO FINANCIAL STATEMENTS

GLOBAL ASSET MANAGEMENT GROUP, INC.

TABLE OF CONTENTS

Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025 (unaudited and as restated)		F-2
Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (unaudited and as restated)		F-3
Consolidated Statements of Stockholders’ Equity for the six months ended June 30, 2026 and 2025 (unaudited and as restated)		F-4
Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (unaudited and as restated)		F-5
Notes to Consolidated Financial Statements (unaudited and as restated)		F-6

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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

GLOBAL ASSET MANAGEMENT GROUP, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2026, AND DECEMBER 31, 2025

JUNE 30, 2026 UNAUDITED AND AS RESTATED

	As of June 30, 2026			As of Dec 31, 2025
	(Unaudited)			(As Revised)
ASSETS
Current Assets
Cash	$	187,933		$	49,077
Prepaid insurance	$	49,234		$	45,658
Due from related parties	$	844,606		$	-
Accounts receivable	$	210,190		$	-
Note receivable from officer, including accrued interest	$	251,155		$	14,463
Total current assets	$	1,543,118		$	109,198

Escrow holdback	$	1,842,939		$	1,606,494
Property and equipment, net	$	20,837,290		$	7,896,994
Construction in progress	$	1,260,177		$	577,510
Deferred financing costs	$	474,395		$	266,539

TOTAL ASSETS	$	25,957,919		$	10,456,735

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	1,191,949		$	8,930
Due to related parties	$	81,161		$	28,925
Loans payable to officers	$	98,302		$	98,302
Note payable – Daniel W. Snyder	$	21,830		$	21,830
Accrued interest payable	$	239,989		$	34,953
Security deposits held	$	8,022		$	8,022
Notes payable	$	12,355,184		$	-
Total current liabilities	$	13,996,437		$	200,962

Mortgage debt	$	11,447,504		$	10,239,625
Other long-term liabilities	$	2,069,387		$	-
Total other liabilities	$	13,516,891		$	10,239,625

TOTAL LIABILITIES	$	27,513,328		$	10,440,587

Stockholders’ Equity
Preferred stock, par value $0.01 per share; 50,000,000 shares authorized; no shares issued and outstanding as of June 30, 2026 and December 31, 2025.
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 440,152,858 and 339,072,858 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.	$	4,401,529		$	3,390,729
Additional paid-in capital	$	35,552,353		$	36,563,153
Accumulated deficit	$	(41,509,291	)	$	(39,937,734	)
TOTAL STOCKHOLDERS’ EQUITY	$	(1,555,409	)	$	16,148
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	25,957,919		$	10,456,735

The accompanying notes are an integral part of these financial statements.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

UNAUDITED AND 2026 PERIOD AS RESTATED

	Three Months Ended,						Six Months Ended,
	June 30,						June 30,
	2026			2025			2026			2025
Operating revenue:
Revenue	$	236,261		$	-		$	359,514		$	-
Cost of sales	$	-		$	-		$	-		$	-
	$	236,261		$	-		$	359,514		$	-

Operating expenses:
Bank Charges & Fees	$	2,531		$	-		$	3,404		$	834
Legal & Professional Services	$	66,679		$	9,300		$	128,158		$	9,300
General and administrative Expenses	$	354,947		$	-		$	812,968		$	-
Amortization and other Expenses	$	141,706		$	-		$	221,987		$	-
Property Management	$	63,356		$	-		$	82,208		$	-
Insurance Expense	$	40,506		$	-		$	41,397		$	-
Transfer Agent	$	16,761		$	-		$	16,761		$	-
Interest expense	$	285,773		$	-		$	345,471		$	-
Total operating expenses	$	(972,259	)	$	(9,300	)	$	(1,652,354	)	$	(10,134	)

Loss from operations	$	(735,998	)	$	(9,300	)	$	(1,292,840	)	$	(10,134	)

Other Income (expenses)
Misc. receivables written off	$	-		$	-		$	-		$	(45,000	)
Gain/(Loss) from settlement/debt extinguishment
Total other income/(expense)	$	-		$	-		$	-		$	(45,000	)

Net Income (loss)	$	(735,998	)	$	(9,300	)	$	(1,292,840	)	$	(55,134	)

Earnings per share
Basic	$	(0.00170	)	$	(0.00011	)	$	(0.00334	)	$	(0.00066	)
Diluted	$	(0.00170	)	$	(0.00011	)	$	(0.00334	)	$	(0.00066	)

Weighted average number of common shares outstanding – basic		433,559,451			83,654,525			386,898,051			83,654,525
Weighted average number of common shares outstanding – diluted		433,559,451			83,654,525			386,898,051			83,654,525

The accompanying notes are an integral part of these financial statements.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

UNAUDITED AND AS RESTATED

											Additional
	Common stock				Preferred Stock A						Paid-in			Noncontrolling			Accumulated
Description	Shares		Amount		Shares			Amount			Capital			interest			Deficit			Total
	$		$		$			$			$			$			$			$
Balance – Jan 1, 2025		83,654,525		836,546		12,500			125			38,919,349			5,851			(39,783,011	)		(21,140	)
Common stock issued		255,418,333		2,554,183											-			-			2,554,183
Additional paid in capital		-										(2,356,196	)		-			-			(2,356,196	)
Net (loss)		-										-			-			(154,699	)		(154,699	)
Preferred Stock A Cancelled						(12,500	)		(125	)								125			-
Opening subsidiary equity eliminated															(5,851	)		(149	)		(6,000	)
Balance – December 31, 2025		339,072,858		3,390,729		-			-			36,563,153			-			(39,937,734	)		16,148

Balance – Jan 1, 2026		339,072,858		3,390,729		-			-			36,563,153			-			(39,937,734	)		16,148
Common stock issued as acquisition consideration		101,080,000		1,010,800											-			-			1,010,800
Additional paid in capital		-		-								(1,010,800	)		-			-			(1,010,800	)
Net (loss)		-										-			-			(1,292,840	)		(1,292,840	)
Sustainable Properties equity acquired and members’ equity of consolidated subsidiaries															-			(278,717	)		(278,717	)
Balance – June 30, 2026		440,152,858		4,401,529		-			-			35,552,353			-			(41,509,291	)		(1,555,409	)

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

UNAUDITED AND 2026 PERIOD AS RESTATED

	2026			2025
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders	$	(1,292,840	)	$	(55,134	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and Non-cash expenses	$	221,987		$	-
Sustainable Properties results before the acquisition date — non-cash	$	-		$	-
Due from Related Party /Subscription receivables	$	(312,421	)	$	-
Receivable written-off	$	-		$	45,000
Notes and Payables	$	374,257		$	9,300
Prepaid expenses and receivables	$	(66,249	)	$	-
Net cash used in operating activities	$	(1,075,266	)	$	(834	)

Cash flows from investing activities
Property and equipment, net	$	(574,154	)	$	-
Construction in progress	$	(428,510	)	$	-
Deferred financing costs	$	(274,215	)	$	-
Escrow holdbacks	$	(455,942	)	$	-
Net cash used in investing activities	$	(1,732,820	)	$	-

Cash flows from financing activities
Common stock issued as acquisition consideration — non-cash	$	-			-

Other long-term debt and mortgage debt	$	2,853,843		$	-
Members’ equity of consolidated subsidiaries	$	64,162		$	-
Net cash provided by financing activities	$	2,918,006		$	-

Net increase in cash	$	109,920		$	(834	)
Cash acquired on consolidation at the acquisition dates	$	28,936		$	-
Cash, beginning of period	$	49,077		$	834
Cash, end of period	$	187,933		$	-

Supplemental disclosure of non-cash investing and financing activities:

Common stock issued as acquisition consideration — 101,080,000 shares issued as the final consideration for the DC Rental Portfolio Corp. acquisition, $1,010,800. No cash was received and no indebtedness was surrendered.

Convertible promissory notes issued as acquisition consideration, $9,500,000.

Mortgage debt assumed on acquisition, $1,019,455.

Mechanics liens assumed on acquisition, $473,380.

Construction period interest capitalized from the escrowed interest reserve, $192,870.14, and interest accrued and capitalized under ASC 835-20, $60,702.17.

Unit C-1 building and land recorded at August 11, 2025 against the $250,000 purchase money note and assumed real estate taxes, $253,960. No cash.

Assets acquired and liabilities assumed of the entities entering the consolidated group, other than cash, are excluded from the consolidated statement of cash flows and are presented in the acquisition disclosures in Note 8.

The accompanying notes are an integral part of these financial statements.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

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. During the three months ended June 30, 2026, the Company issued a further 100,000,000 shares of its Common Stock to the shareholders of DC Rental as the final consideration for this acquisition. No indebtedness was surrendered in connection with that issuance, and it is presented in the consolidated statement of changes in stockholders’ equity as common stock issued as acquisition consideration.

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.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

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, LLC

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:

	·	Industrial manufacturing facilities suitable for redevelopment

	·	Manufacturing and production infrastructure for health and wellness products

	·	Options for future purchase of Illinois cannabis craft grow, infuser and transportation licenses

Sustainable Properties, LLC and the applicable entities acquired pursuant to the Sustainable Properties Share Exchange Agreements include 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 Properties 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, and the remaining 16.875% of the membership interests was acquired from the sellers at the same closing. Neither the Company nor the Buyer SPE 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, 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.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

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 $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 seller wire instructions. Neither the Company nor RI Property Holdings, Inc. disbursed cash at the closing. 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 16.87% 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.

The Company evaluated the acquisition of the membership interests in Memorial Real Estate Group LLC under ASC 805-10-55-5A. Substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, the former Memorial Hospital real property located in Pawtucket, Rhode Island. The transaction therefore does not meet the definition of a business and has been accounted for as an asset acquisition under ASC 805-50. The cost of the acquisition, consisting of the assumed first mortgage of $1,019,455, convertible promissory notes issued of $9,500,000 and mechanics liens assumed of $473,380, totaling $10,992,835, has been allocated to the property acquired on a relative fair value basis. No goodwill or bargain purchase gain has been recognized, and no remeasurement of a previously held interest has been recorded. The 16.875% interest acquired on April 6, 2026 and described above is an interest in RI Property Holdings, Inc. Neither the Company nor RI Property Holdings, Inc. held any membership interest in Memorial Real Estate Group LLC before that date, and the remaining membership interests were acquired from the sellers at the closing. The transaction is accordingly not a step acquisition and there was no previously held interest in Memorial Real Estate Group LLC to remeasure.

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, 2026.

Principles of consolidation

The accompanying consolidated financial statements include the accounts of Global Asset Management Group, Inc. and its consolidated subsidiaries, including Bella Rio Marketing Agency, Inc., DC Rental Portfolio Corp., AMT Management Corp., RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and the applicable subsidiaries and acquired entities included in the Sustainable Properties transactions. The financial results of acquired entities are included in the consolidated financial statements from the respective dates on which the Company obtained control. All material intercompany accounts and transactions have been eliminated in consolidation.

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 $187,933 in cash as of June 30, 2026.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Fair Value of Financial Instruments

ASC 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 Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when control of promised goods or services is 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 Company applies the five-step model under ASC 606 by: (i) identifying the contract with the customer; (ii) identifying the performance obligations in the contract; (iii) determining the transaction price; (iv) allocating the transaction price to the performance obligations in the contract; and (v) recognizing revenue when, or as, the Company satisfies a performance obligation.

Revenue is recognized when the applicable performance obligation has been satisfied, which generally occurs when services have been performed or goods have been delivered, control has transferred to the customer, the transaction price is determinable, and collection is reasonably assured. Amounts received in advance of satisfying performance obligations, if any, are deferred and recognized as revenue when the related performance obligations are satisfied.

The Company evaluates its revenue arrangements to determine whether it is acting as principal or agent, whether multiple performance obligations exist, whether variable consideration should be constrained, and whether amounts should be recognized over time or at a point in time based on the nature of the promised goods or services and the terms of the applicable arrangement.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC Topic 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, 2026, the Company had issued convertible promissory notes with an aggregate principal amount of $9,748,000, consisting of $9,500,000 with conversion rights beginning in October 2026 and $248,000 of notes issued to related parties during 2026 that become convertible at the holder’s option six months after their respective issue dates. The shares potentially issuable upon conversion of these notes were excluded from diluted loss per share because their effect would have been anti-dilutive for the periods presented. Because the conversion price is based on a formula referencing future market prices, the number of shares issuable upon conversion could not be determined as of June 30, 2026. Basic and diluted loss per share was $(0.00170) for the three months ended June 30, 2026 and $(0.00334) for the six months then ended, computed on weighted average common shares outstanding of 433,559,451 and 386,898,051, respectively. Basic and diluted loss per share was $(0.00011) for the three months ended June 30, 2025 and $(0.00066) for the six months then ended, computed on weighted average common shares outstanding of 83,654,525 for both periods. Basic and diluted amounts are the same for every period presented because the Company reported a net loss for each period and all potentially issuable common shares were anti-dilutive.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

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.

Capitalized Interest

Interest incurred during the construction period on qualifying assets is capitalized as a cost of those assets in accordance with ASC Topic 835-20, “Interest — Capitalization of Interest.” The Company’s real estate assets under development are qualifying assets, and the capitalization period continues while activities necessary to prepare the assets for their intended use are in progress. Interest during the construction period is funded from an interest reserve escrowed at loan closing; the lender draws on the reserve and applies it to the interest obligation, and the amount so applied is transferred from the escrowed interest reserve to construction period interest. Capitalized construction period interest was $652,647 at June 30, 2026, consisting of $591,945 at 653 East Cap and $60,702 at Rhode Island Property Holdings, Inc. Capitalization ceases when the assets are substantially complete and ready for their intended use, after which interest is charged to expense as incurred.

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 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026, management completed its accounting analysis relating to the recently completed acquisitions of RI Property Holdings, Inc., including Memorial Real Estate Group LLC, and Sustainable Properties, LLC and its applicable subsidiaries and acquired entities.

At the time of the Original Form 10-Q, management had not completed the accounting analysis necessary to include the full financial information of these entities in the Company’s consolidated financial statements. Following completion of that analysis, management determined that the applicable entities should have been consolidated as of their respective acquisition or control dates.

The Company has therefore restated its previously issued unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2026 to include the applicable assets, liabilities, revenues, expenses, and cash flows of these entities. The restatement also includes conforming adjustments to acquisition-related balances, intercompany accounts and transactions, noncash acquisition activity, related-party balances, debt obligations, and other affected financial-statement captions.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Table 1

Consolidated Balance Sheet Restatement Reconciliation

June 30, 2026

	As Previously Reported			Restatement Adjustments			As Restated
ASSETS
Cash	$	64,180		$	123,753		$	187,933
Accounts receivable		-			210,190			210,190
Due from related parties		-			844,606			844,606
Notes receivable from officer, including accrued interest		72,750			178,405			251,155
Prepaid insurance		45,658			3,576			49,234
Total current assets		182,588			1,360,530			1,543,118
Escrow holdback		1,176,776			666,163			1,842,939
Property and equipment, net		7,612,869			13,224,421			20,837,290
Construction in progress		784,245			475,932			1,260,177
Deferred financing costs		151,939			322,456			474,395
Total assets	$	9,908,417		$	16,049,502		$	25,957,919
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	4,000		$	1,187,949		$	1,191,949
Due to related parties		28,925			52,236			81,161
Loans payable to officers		98,302			-			98,302
Note payable, Daniel W. Snyder		21,830			-			21,830
Accrued interest payable		34,953			205,036			239,989
Security deposits held		8,022			-			8,022
Notes payable		-			12,355,184			12,355,184
Total current liabilities		196,032			13,800,405			13,996,437
Mortgage debt		9,989,625			1,457,879			11,447,504
Other long-term liabilities		-			2,069,387			2,069,387
Total other liabilities		9,989,625			3,527,266			13,516,891
Total liabilities		10,185,657			17,327,671			27,513,328
Common stock		4,401,529			-			4,401,529
Additional paid-in capital		35,723,833			(171,480	)		35,552,353
Accumulated deficit		(40,402,601	)		(1,106,690	)		(41,509,291	)
Total stockholders’ equity (deficit)	$	(277,239	)	$	(1,278,170	)	$	(1,555,409	)
Total liabilities and stockholders’ equity (deficit)	$	9,908,417		$	16,049,502		$	25,957,919

Table 2

Three-Month Statement of Operations Restatement Reconciliation

Three Months Ended June 30, 2026

	As Previously Reported			Restatement Adjustments			As Restated
Revenue	$	3,274		$	232,987		$	236,261
Cost of sales		-			-			-
Gross profit		3,274			232,987			236,261
Bank charges and fees		96			2,435			2,531
Legal and professional services		12,250			54,429			66,679
General and administrative expenses		165,872			189,075			354,947
Amortization and other expenses		76,598			65,108			141,706
Property management expense		77,309			(13,953	)		63,356
Insurance expense		15,378			25,128			40,506
Transfer agent		-			16,761			16,761
Interest expense		52,320			233,453			285,773
Total operating expenses		399,824			572,435			972,259
Loss from operations	$	(396,550	)	$	(339,448	)	$	(735,998	)
Total other income (expense)		-			-			-
Net loss	$	(396,550	)	$	(339,448	)	$	(735,998	)

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Table 3

Six-Month Statement of Operations Restatement Reconciliation

Six Months Ended June 30, 2026

	As Previously Reported			Restatement Adjustments			As Restated
Revenue	$	96,474		$	263,040		$	359,514
Cost of sales		-			-			-
Gross profit		96,474			263,040			359,514
Bank charges and fees		965			2,439			3,404
Legal and professional services		12,250			115,908			128,158
General and administrative expenses		165,872			647,096			812,968
Amortization and other expenses		153,196			68,791			221,987
Property management expense		94,609			(12,401	)		82,208
Insurance expense		30,757			10,640			41,397
Transfer agent		-			16,761			16,761
Interest expense		104,662			240,809			345,471
Total operating expenses		562,311			1,090,043			1,652,354
Loss from operations	$	(465,837	)	$	(827,003	)	$	(1,292,840	)
Total other income (expense)		-			-			-
Net loss	$	(465,837	)	$	(827,003	)	$	(1,292,840	)

The six-month restatement adjustments primarily reflect the inclusion of the applicable revenues and expenses of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities from the respective dates on which the Company obtained control. The adjustments increased revenue by $263,040, increased operating expenses by $1,090,043, and increased the net loss by $827,003 for the six months ended June 30, 2026.

Table 4

Six-Month Statement of Cash Flows Restatement Reconciliation

Six Months Ended June 30, 2026

	As Previously Reported			Restatement Adjustments			As Restated
Net cash used in operating activities	$	(64,242	)	$	(1,011,024	)	$	(1,075,266	)
Net cash used in investing activities		(92,135	)		(1,640,685	)		(1,732,820	)
Net cash provided by financing activities		171,480			2,746,526			2,918,006
Net increase in cash		15,104			94,816			109,920
Cash acquired on consolidation at the acquisition dates		-			28,936			28,936
Cash, beginning of period		49,077			-			49,077
Cash, end of period	$	64,180		$	123,753		$	187,933

(1) Amounts in the “As Previously Reported” column are derived from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, originally filed with the Securities and Exchange Commission on August 19, 2026.

(2) The restatement adjustments reflect the inclusion of the applicable assets, liabilities, revenues, expenses, and cash flows of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities from the respective dates on which the Company obtained control, together with related consolidation and elimination entries.

(3) Amounts in the “As Restated” column reflect the Company’s unaudited consolidated financial statements included in this Amendment No. 1 on Form 10-Q/A.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

The “As Previously Reported” column reproduces the amounts as presented in the Original Form 10-Q for the quarterly period ended June 30, 2026, filed on August 19, 2026. Certain of those amounts contained one-dollar arithmetic differences. The “Restatement Adjustment” column includes the correction of those differences, and each restated amount therefore agrees to the corresponding amount presented in this Amendment.

Revision of an immaterial prior period item. In connection with the preparation of this Amendment, the Company identified a commercial condominium unit, Unit C-1 at 3628 Georgia Avenue, NW, Washington, D.C., that was acquired by a subsidiary on August 11, 2025 and was not recorded in the Company’s consolidated financial statements, together with the $250,000 purchase money promissory note issued to finance the acquisition and the related accrued real estate taxes assumed at settlement. Management evaluated the omission and concluded that it is not material to the Company’s previously issued financial statements for any period presented. The amounts have been recorded as of the acquisition date and are reflected in both the June 30, 2026 and the December 31, 2025 columns of the accompanying consolidated balance sheets.

The effect of recording the unit is an increase in property and equipment, net of $253,960, an increase in accounts payable and accrued expenses of $4,930, an increase in mortgage debt of $250,000, and an increase in accumulated deficit of $970, at each of June 30, 2026 and December 31, 2025. Because the amounts are the same at both dates, there is no effect on the Company’s results of operations or cash flows for the three or six months ended June 30, 2026. The unit is vacant, is not in service, and accordingly no depreciation has been recorded and it has generated no rental activity. No interest has been accrued on the note.

Presentation of noncontrolling interest. The amount previously presented as a noncontrolling interest, $79,263, represents opening equity of subsidiaries that were consolidated in 2025 and that eliminates against the parent company’s investment. The Company holds 100% of those subsidiaries and there is no noncontrolling interest at June 30, 2026, March 31, 2026 or December 31, 2025. The amount has been reclassified into accumulated deficit and the noncontrolling interest caption has been removed from the consolidated balance sheets and the consolidated statements of cash flows. Total stockholders’ deficit is unchanged by the reclassification. The comparative balance sheet at December 31, 2025 has not been restated for this item; it is presented within the restatement adjustment column at June 30, 2026.

Basis of consolidating acquired entities. Each acquired entity is consolidated from the date the Company obtained control — Sustainable Properties, LLC from March 13, 2026, AMT Management Corp. from March 4, 2026 and Memorial Real Estate Group LLC from April 8, 2026. Sustainable Properties results for January 1, 2026 through March 12, 2026 — revenue of $121,676 and expenses of $112,174 — are excluded from the consolidated statements of operations and form part of the net assets acquired. The exclusion increases the reported net loss for the six months ended June 30, 2026 by $9,503 and has no effect on the consolidated balance sheet at June 30, 2026, on the three-month results, or on cash. Cash acquired on consolidation of $28,936 is measured at each entity’s acquisition date.

Note 4 – GOING CONCERN UNCERTAINTY

For the three and six months ended June 30, 2026, the Company incurred net losses of $735,998 and $1,292,840, respectively. These losses, together with the Company’s working capital position, debt obligations, and expected capital requirements, create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The restated consolidated financial statements include the financial position and results of operations of RI Property Holdings, Inc., Memorial Real Estate Group LLC, Sustainable Properties, LLC, and their applicable subsidiaries and acquired entities from the dates on which the Company obtained control. Although the consolidation of these entities materially increased the Company’s reported assets, it also materially increased reported liabilities, current obligations, operating expenses, and capital requirements. Accordingly, the inclusion of these entities does not eliminate the substantial doubt regarding the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent on its ability to generate operating cash flow, obtain debt or equity financing, manage operating expenses, and execute its acquisition and redevelopment strategy. Management’s plans include seeking additional debt or equity financing, pursuing strategic transactions, evaluating asset-level financing or monetization opportunities, and managing operating expenses. There can be no assurance that the Company will be successful in these efforts.

Note 5 – ACCOUNTS RECEIVABLE

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 period ended June 30, 2026, the Company had no receivables written off.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 6 – INSURANCE PREMIUM FINANCE ARRANGEMENT

On April 20, 2026 the Company bound a directors and officers liability insurance policy, policy number dno01102364p-00, underwritten by StarStone Specialty Insurance Company through RT Specialty and brokered by M3 Insurance Solutions, for a twelve-month term ending April 20, 2027. The premium was $40,000 and taxes and fees were $1,200, for a total of $41,200. The Company paid a down payment of $7,200 on June 12, 2026 and financed the balance with FIRST Insurance Funding under loan number 106833924, payable in monthly installments of $3,534.02. An installment payment of $7,268.04 was made on June 24, 2026.

At June 30, 2026 the remaining balance payable to FIRST Insurance Funding was $28,272.16, which is included in accounts payable and accrued expenses. Prepaid insurance of $34,333 relating to the unexpired portion of the policy is included in prepaid insurance, and insurance expense of $8,426 was recognized for the period, comprising $6,867 of premium and fees and $1,559 of finance and processing charges. The finance and processing charges were recognized in full in the period rather than allocated over the term of the finance agreement.

Note 7 – PROPERTY AND EQUIPMENT

Property and equipment consists of buildings of $19,593,849, land of $1,583,572, accumulated depreciation of $(246,063) and accumulated amortization of buildings of $(94,068), for property and equipment, net, of $20,837,290 at June 30, 2026. Depreciation expense was $53,326 for the six months ended June 30, 2026. Accumulated depreciation includes amounts recorded by acquired entities before the dates on which the Company obtained control.

Construction in progress of $1,260,177 at June 30, 2026 consists of predevelopment costs of $62,305, construction in process of $545,224 and capitalized construction period interest of $652,647. The comparable amount of $577,510 at December 31, 2025 consists of predevelopment costs of $48,440, construction in process of $129,995 and capitalized construction period interest of $399,075. Interest is capitalized during the period an asset is being prepared for its intended use. Of the $253,572 of interest capitalized during the six months ended June 30, 2026, $192,870 was released from the escrowed interest reserve on the DC Rental properties and $60,702 was accrued on the Rhode Island loans.

One commercial condominium unit, Unit C-1 at 3628 Georgia Avenue, NW, Washington, D.C., is vacant, is not in service, and is not being depreciated. The units at that property are being upgraded for resale and have generated no rental activity.

Note 8 – BUSINESS COMBINATIONS AND ACQUISITIONS

During the six months ended June 30, 2026, the Company completed four acquisitions. Each is consolidated from the date the Company obtained control, and the results of each acquired business before that date are excluded from the consolidated statements of operations.

AMT Management LLC. Acquired March 4, 2026 in exchange for 200,000 shares of common stock. Sustainable Properties, LLC. Acquired March 13, 2026 in exchange for 10,000,000 shares of common stock issued to its selling members.

RI Property Holdings, Inc. On April 6, 2026 the Company acquired a 16.875% interest from a shareholder and related party in exchange for a convertible promissory note in the principal amount of $3,500,000.

Memorial Real Estate Group LLC. The Company obtained control on April 8, 2026 and reports the transaction as of May 6, 2026 consistent with the Current Report on Form 8-K filed for it. Total consideration was $10,992,835, consisting of a $6,000,000 convertible promissory note issued to the sellers, an assumed CNE first mortgage of $1,019,455, assumed mechanics liens of $473,380 and other assumed obligations. No cash was disbursed by the Company or by RI Property Holdings, Inc. at the closing. The $455,000 payoff referred to in the closing documents was funded by the settlement agent out of loan proceeds and is included within the total consideration.

The Company evaluated each transaction under the screen in ASC 805 and concluded that substantially all of the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets. Each transaction is accounted for as an asset acquisition. No goodwill and no bargain purchase gain was recognized, and no previously held interest required remeasurement.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 9 – NOTES PAYABLE AND LONG-TERM DEBT

Notes payable of $12,355,184 at June 30, 2026 consists of convertible debentures of $9,855,184 and loans payable to Bogdan Capital LLC of $2,500,000. The convertible debentures comprise the $6,000,000 note issued in connection with the Memorial Real Estate Group transaction, the $3,500,000 note issued for the interest in RI Property Holdings, Inc., convertible notes of $35,000, $80,000 and $133,000 issued to related parties during the period, and the carrying amount of $107,184 on a note with an original issue discount. Each convertible note bears simple interest at 6.00% per annum, is unsecured, and carries a holder-optional conversion feature. No note has been converted.

Mortgage debt of $11,447,504 at June 30, 2026 consists of $7,200,000 secured by 653 East Capitol Street S.E., $2,789,625 secured by eight residential condominium units at 3628 Georgia Avenue N.W., a $250,000 purchase money note secured by the commercial unit at that property, the $1,019,455 CNE first mortgage assumed in the Memorial Real Estate Group transaction, and $188,424 carried by an acquired entity.

The $250,000 purchase money note is dated August 11, 2025, bears interest at 25.00% per annum computed on a 360-day year, and matured on February 8, 2026 without being paid. It is secured by a purchase money deed of trust on the commercial unit recorded August 14, 2025 and is guaranteed by an officer of a subsidiary. It is classified as current. No default interest, penalties or legal costs have been accrued. Amounts asserted by the noteholder above the contractual balance of the note are disputed.

Other long-term debt of $2,069,387 consists of obligations carried by acquired entities. Accrued interest payable was $239,989 and interest expense was $345,471 for the six months ended June 30, 2026, excluding interest capitalized during construction.

Note 10 – COMMITMENTS AND CONTINGENCIES

Foreclosure proceeding. A notice of foreclosure sale covering the commercial condominium unit at 3628 Georgia Avenue, NW was executed on June 11, 2026, scheduling a sale for July 16, 2026. The Company’s subsidiary, the noteholder and a third party have entered into an agreement under which the third party purchases the note, the sale is postponed, and the amount required to pay the loan in full is limited. The Company disputes the amounts asserted above the contractual balance of the note, which include trustee, advertising and attorneys’ fees, and is pursuing its remedies with respect to those amounts and to the conduct of the foreclosure. No liability has been recorded for the disputed amounts because a loss is not considered probable and the amount is not reasonably estimable.

Construction commitments. The Company holds escrow holdbacks of $1,842,939 at June 30, 2026, established at the closings of its property financings and designated for rehabilitation, interest, insurance and real estate taxes. Draws are made against the construction holdback as work is completed.

Redevelopment obligations. The Memorial Hospital redevelopment is expected to require substantial additional capital and ongoing carrying costs, including planning, property maintenance, taxes, insurance, professional fees, debt service, and any required regulatory or municipal approvals.

Guarantees. The Company is among the guarantors of the Bogdan Capital LLC loan to Memorial Real Estate Group LLC, the principal of which was increased to $2,250,000 in June 2026.

Note 11 – RELATED PARTY TRANSACTIONS

Loans payable to officers were $98,301.68 at June 30, 2026 and at December 31, 2025. The amounts are owed to Richard Balles, an officer of the Company, arose from funds he paid over to the Company, are unsecured, non-interest-bearing and due on demand, and had no movement during the period.

A note payable of $21,829.90 is held by a person who was a Director of the Company at June 30, 2026 and who resigned effective July 24, 2026. The balance had no movement during the period.

A note receivable from Richard Balles, an officer of the Company, including accrued interest, was $251,155.19 at June 30, 2026 compared with $14,463 at December 31, 2025. The note is unsecured and due on demand. Amounts due to related parties were $81,161.20 at June 30, 2026 compared with $28,925 at December 31, 2025, of which $7,859.48 is owed to Richard Balles and is unsecured, non-interest-bearing and due on demand.

During the period the Company issued convertible promissory notes of $35,000, $80,000 and $133,000 to related parties on January 2, 2026, February 2, 2026 and May 1, 2026. Each bears simple interest at 6.00% per annum, is unsecured and is payable on demand.

On April 6, 2026 the Company acquired a 16.875% interest in RI Property Holdings, Inc. from a shareholder and related party in exchange for a convertible promissory note in the principal amount of $3,500,000. The $250,000 purchase money note described in Note 9 is guaranteed by an officer of a subsidiary of the Company.

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GLOBAL ASSET MANAGEMENT GROUP, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Note 12 – 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, 2026, up through the date the Company issued the unaudited consolidated financial statements and determined that the following subsequent events occurred:

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

Effective July 24, 2026, the Board appointed David Marshall Nissman to the Board of Directors. Mr. Nissman will also serve as a member of the Audit Committee together with Robert Fiallo and John Murray. The Company disclosed that there are no family relationships between Mr. Nissman and any director or executive officer, no arrangements or understandings pursuant to which he was appointed, and no transaction involving Mr. Nissman requiring disclosure under Item 404(a) of Regulation S-K.

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

On September 2, 2026, the Company filed with the Secretary of State of Wyoming a Certificate of Designation establishing a series of preferred stock designated as Series A Preferred Stock. The Series A Preferred Stock consists of 50,000 authorized shares, par value $0.01 per share. Each share of Series A Preferred Stock is entitled to 2,500 votes on matters submitted to shareholders and is convertible, solely at the option of the Company, into 2,500 shares of common stock, subject to the terms and adjustments set forth in the Certificate of Designation.

Subsequent to June 30, 2026, pursuant to shareholder requests and approval by the Board of Directors, holders surrendered shares of common stock for cancellation in connection with the issuance of shares of the Company’s Series A Preferred Stock, and the cancelled shares were returned to authorized capital. The Company had 440,152,858 shares of common stock outstanding at June 30, 2026 and issued 840,000 restricted shares on August 31, 2026 as described below. As of September 16, 2026, 145,991,661 shares of common stock were outstanding, reflecting the cancellation of 295,001,197 shares.

On August 26, 2026, Sustainable Properties, LLC, a wholly owned subsidiary of the Company, completed the acquisition of all of the issued and outstanding shares of G & O Landscaping, Inc. (“G&O”), an operating landscaping business, pursuant to a Stock Purchase Agreement entered into on August 18, 2026. G&O became an indirect wholly owned subsidiary of the Company. The stated purchase price was $1,820,000. No cash was paid to the sellers at closing. The consideration consisted of 840,000 restricted shares of the Company’s common stock issued on August 31, 2026 and a secured convertible promissory note issued on August 31, 2026 in the original principal amount of $980,000, the principal amount of which is subject to reduction by actual refinancing proceeds paid to the sellers.

The note bears simple interest at 6.00% per annum and matures on August 31, 2029. Beginning six months after issuance and continuing until maturity, the holders may convert all or a portion of the outstanding obligations into shares of the Company’s common stock at a conversion price equal to 85% of the 30-day volume-weighted average price of the Company’s common stock, with no contractual floor or cap. The note is secured by a pledge by Sustainable Properties, LLC of 100% of the outstanding shares of G&O, subject to senior-lender rights and any lender-required subordination arrangements. The acquisition and the related issuances occurred after June 30, 2026 and are non-recognized subsequent events under ASC 855-10-50. Accordingly, no adjustment has been made to the accompanying consolidated financial statements as of and for the three and six months ended June 30, 2026, and the initial accounting for the business combination, including the fair value of the consideration transferred and its allocation to the assets acquired and the liabilities assumed, is incomplete. The Company is evaluating whether historical financial statements of G&O and pro forma financial information are required under applicable rules and, if required, intends to file such information by amendment within the applicable filing period.

On September 9, 2026, the Company entered into a settlement agreement with Leonite Fund I, LP in the amount of $310,353.39 in respect of the convertible note issued to Leonite. In connection with that note the Company issued 20,000 commitment shares and a warrant to purchase 50,000 shares of common stock at an exercise price of $1.50 per share. On July 1, 2026, the Company received $75,000 representing the net proceeds of the third installment under the Leonite note. That installment was not consummated as of June 30, 2026 and is therefore not reflected in the accompanying consolidated financial statements. The settlement and the July 1, 2026 funding are non-recognized subsequent events under ASC 855-10-50 and no adjustment has been made to the accompanying consolidated financial statements as of and for the three and six months ended June 30, 2026.

On August 28, 2026 FIRST Insurance Funding issued a Notice of Intent to Cancel Insurance Coverage in respect of loan number 106833924, with a scheduled cancellation date of September 11, 2026. At September 2, 2026 the balance outstanding was $24,838.14, of which $3,634.02 was past due, and a second late charge of $100 had been assessed. The Company made payments of $3,534.02 on July 31, 2026 and $3,634.02 on each of August 5, 2026 and August 7, 2026. These events occurred after June 30, 2026 and no adjustment has been made to the accompanying consolidated financial statements. The policy has remained in force continuously since it was bound and has not been cancelled. Installment payments under the finance agreement have been made, on occasion after the scheduled due date. As of the date of this Amendment the account is current and the policy is in good standing.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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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Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, the Company is not required to provide the information called for by this Item. The Company may nevertheless be exposed to market risks, including risks related to interest rates, availability of credit, real estate market conditions, construction and redevelopment costs, and the market price of the Company’s common stock, which may affect the cost and availability of capital and the potential conversion of outstanding convertible instruments.

Item 4. Controls and Procedures

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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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

A commercial condominium unit owned by a subsidiary of the Company, Unit C-1 at 3628 Georgia Avenue, NW, Washington, D.C., secures a purchase money promissory note in the original principal amount of $250,000 that matured on February 8, 2026 and was not paid. The noteholder declared the loan in default, and a notice of foreclosure sale was executed on June 11, 2026 scheduling a sale of the unit for July 16, 2026. The Company’s subsidiary, the noteholder and a third party have entered into an agreement under which the third party is purchasing the note, the foreclosure sale is postponed, and the amount required to pay the loan in full is limited. The Company disputes the amounts asserted by the noteholder in excess of the contractual balance of the note, which include trustee, advertising and attorneys’ fees, and is pursuing its remedies with respect to those amounts and to the conduct of the foreclosure. Other than as described above, 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.

Item 1A. Risk Factors

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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously reported in the Company’s Current Reports on Form 8-K and as set forth below, the Company did not issue unregistered equity securities during the quarter ended June 30, 2026.

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 a holder who is a shareholder of the Company and a related party. On May 8, 2026, in connection with the MREG transaction, the Company issued a $6,000,000 convertible promissory note. During the six months ended June 30, 2026, the Company also issued three convertible promissory notes to related parties with an aggregate principal amount of $248,000, consisting of $35,000 issued January 2, 2026, $80,000 issued February 2, 2026 and $133,000 issued May 1, 2026. Each bears simple interest at 6.00% per annum, matures one year from its issue date, does not convert automatically, and may be converted at the holder’s option beginning six months after its issue date at a conversion price equal to 90% of the average daily volume-weighted average price of the Company’s common stock for the thirty trading days preceding the conversion notice. The convertible notes were offered and sold in transactions not involving a public offering in reliance on an exemption from registration under the Securities Act of 1933, as amended, including Section 4(a)(2) thereof. Any shares of common stock issuable upon conversion of the notes, if any, will be issued as restricted securities pursuant to an available exemption from registration and will bear customary restrictive legends. The number of shares issuable upon conversion is not determinable at this time because the conversion price is based on a formula referencing market prices at the time of conversion.

Item 3. Defaults Upon Senior Securities

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.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the quarter ended June 30, 2026, the Company completed the MREG transaction and issued the convertible promissory notes described above. The Company may include additional information in this Item 5 to the extent not otherwise disclosed in this Report or previously disclosed in Current Reports on Form 8-K.

Subsequent Board and Advisory Board Developments

Effective July 24, 2026, Daniel Snyder resigned as a Director of the Company pursuant to his retirement request, and the Board appointed David Marshall Nissman to the Board of Directors. Mr. Nissman will also serve as a member of the Audit Committee with Robert Fiallo and John Murray. On July 24, 2026, the Company announced the appointments of Daniel Bell and Darryl Barnes 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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Item 6. Exhibits

Exhibit Number		Description
4.1		Certificate of Designation of Series A Preferred Stock, incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 4, 2026.
10.1		Term Sheet / Debt & Equity Transfer & Assumption Agreement, ratified and effective May 6, 2026, incorporated by reference to the Company’s Current Report on Form 8-K filed May 12, 2026.
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File, formatted as inline XBRL and contained in Exhibit 101.

* XBRL 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.

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SIGNATURE

Pursuant to the requirements 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.