Kenilworth Systems Corp.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 11:36

Quarterly Report for Quarter Ending 2026-03-31 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context otherwise requires, all references in this section as to the "Company," "we," "us" or "our" refer to the business of Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) and its consolidated subsidiary.

The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes contained in this Quarterly Report and the financial statements and related notes contained in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those discussed in Part I, Item 1A, "Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and "Forward-Looking Statements" sections and elsewhere in this Quarterly Report, our actual results may differ materially from those anticipated in these forward-looking statements.

The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources and results of operations for the three months ended March 31, 2026 and 2025.

OVERVIEW

Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) hereinafter referred to as the "Company", GAMG, or "we", was incorporated on April 25, 1968, under the laws of the State of New York, and reincorporated in the State of Wyoming on May 27, 2021, where it is currently domiciled. On June 16, 2025, the Company changed its name to Global Asset Management Group, Inc. The Company has been a publicly traded Company since August 1968 formerly on the National NASDAQ Market, and presently on the OTCID Market (trading symbol "GAMG"). The Company has applied for uplisting to the OTCQB Venture Market.

The company maintains its principal offices at 51 Monroe St, Unit 1505, Rockville, Maryland, with additional executive offices located in Illinois 6755 Weaver Rd, Suite 2, Rockford, IL 61114. The Company's telephone number is (240) 398-8319, and its corporate website is www.gamg.us.

GENERAL

Global Asset Management Group, Inc. is a diversified holding company focused on disciplined acquisitions and operational growth across real estate and related business lines. During 2025, the Company expanded its operating footprint through the acquisition of Bella Rio Marketing Agency, Inc. and DC Rental Portfolio Corp. The Company's strategy is to deploy capital into opportunities intended to generate long-term shareholder value, including income-producing real estate and operating businesses. Certain statements regarding future initiatives and expansion plans are forward-looking and subject to risks and uncertainties described elsewhere in this report.

The Company's current business operations are concentrated in digital marketing, acquisition and rehabilitation of distressed multi-family residential rental properties, and real estate management.

BELLA RIO MARKETING AGENCY, INC.

On July 31, 2025, the Company completed the acquisition of Bella Rio Marketing Agency, Inc. pursuant to a Share Exchange Agreement dated July 22, 2025. The Company acquired 100% of the issued and outstanding capital stock of Bella Rio in exchange for 450,000 shares of its Common Stock issued to Andell Holdings Corporation, the sole shareholder of Bella Rio. The transaction was conducted as a private placement under Rule 4(a)(1) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions. The acquisition of Bella Rio positions Global Asset Management Group, Inc. to expand its digital marketing infrastructure and enhance shareholder value through integrated brand development and performance marketing.

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.

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DC RENTAL PORTFOLIO CORP.

On September 29, 2025, the Company completed the acquisition of DC Rental Portfolio Corp. ("DC Rental") pursuant to a Share Exchange Agreement dated February 6, 2025. The Company acquired 100% of the issued and outstanding capital stock of DC Rental in exchange for 250,000,000 shares of its Common Stock issued to the shareholders of DC Rental. The transaction was conducted as a private placement under Rule 4(a)(2) of the Securities Act of 1933 and applicable state Blue Sky laws. The shares issued are subject to standard restrictive legends and stop-transfer instructions.

Organized pursuant to the laws of the District of Columbia, DC Rental, through its three wholly-owned Limited Liability Company 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 is currently in negotiations and anticipates that it may acquire up to two additional multi-family housing properties during the second quarter of 2026, subject to the satisfaction of customary closing conditions and regulatory requirements. Mr. John Murray, the President of the Company and a Director, has also been appointed as President of DC Rental Portfolio Corp.

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 February 7, 2025, and is incorporated herein by reference.

About DC Rental Portfolio Corp.:

DC Rental Portfolio Corp. was incorporated under the laws of the District of Columbia in July, 2025. Through its three Limited Liability Company subsidiaries, DC Rental is a real estate development company which is focused on providing affordable housing solutions for low to moderate income households, initially in the Washington, DC market. Its ongoing business strategy and vision is to develop affordable housing for all, notably people with disabilities, and our nation's military veterans.

The housing sector in the Washington, D.C. Metropolitan area presents definitive opportunities to generate attractive, stable returns for shareholders. Affordable housing in this market tends to be more consistent across economic cycles and the current demand far exceeds supply.

DC Rental intends to address the significant supply/demand imbalance by providing greater quality control over development and re-development of properties, and faster property lease-up. Our product quality typically creates longer tenant tenure and shorter turnover, resulting in lower operating costs and more stable returns.

While continuing to grow our existing business in the Washington, DC market, we intend to consistently explore the best markets that meet our objectives in pursuing mixed-use, single/multi-family rental and for-sale projects.

Our acquisition strategy will focus on viable, well- positioned regions that are anchored by strong tenant markets, robust job growth, and increased demand for housing.

As part of our long-term strategy, we also are seeking to acquire in the future a lending institution which will further support our commitment to creating greater access to capital.

Going forward, we will be adding to our real estate portfolio, and will seek a diverse real estate portfolio which may include: mixed-use, multi-family, single-family homes for sale and for rent at various levels of affordability. All our projects will have background checks on tenants and our properties will be properly maintained. We have implemented strict investment criteria and will seek investments that allow the company to grow.

THE DC RENTAL PORTFOLIO CORP. PROPERTIES

653 East Capitol Street S.E., District of Columbia

This property is a Multi-Family (Walk-Up) apartment complex totaling 31units on a 0.13 acre site, and known as the "Saratoga Apartments". It was acquired in August, 2025 for $6,700,000, and is currently being renovated for a planned conversion to condominium units. Upon conversion, the prospective value upon completion has been appraised at $12,910,000. (1)

5320 8TH Street N.W., District of Columbia (Under Contract to be Acquired)

This acquisition is expected to be completed in February 2026. This property is a Multi-Family (Garden/Low Rise) apartment complex on a 0.34 acre site, consisting of 41 3-bedroom Units. It is presently under contract to be acquired for $10,000,000. The Closing on this property is anticipated during the Second Quarter of 2026, following completion of regulatory requirements pertaining to residential apartment buildings in the District of Columbia. The Units were built in 1927, and are undergoing a complete renovation at a final projected cost of $2,000,000. Upon completion of the renovations, the prospective value upon completion has been appraised at $19,900,000. (2)

3628 Georgia Ave. N. W., District of Columbia

This property consists of eight residential condominium units and one commercial condominium unit in the Columbia Heights subdivision, all of which are vacant and being upgraded for resale. The units were recently acquired in September, 2025 for an aggregate purchase price of $3,000,000. (3)

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(1) This Appraisal has been prepared by Bowery*

(2) This Appraisal has been prepared by Colliers International Valuation & Advisory Services*

(3) These Appraisals have been prepared by O.N.C.E Appraisals*

*All Appraisals (1), (2), (3) were prepared in accordance with and based upon the requirements and guidelines of the Uniform Standards of Professional Appraisal Practice (USPAP), the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute.

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SUSTAINABLE PROPERTIES GROUP

On March 13, 2026, Global Asset Management Group, Inc. (the "Company") completed the following 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.

Acquired Asset Portfolio

The transactions in this series of acquisitions 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; and Options for future purchase of Illinois cannabis craft grow, infuser and transportation licenses. The Sustainable Properties portfolio includes two industrial real estate assets: a 33,000-square-foot edge data center facility and an 18,000-square-foot manufacturing property.

Strategic Growth Opportunity

The transactions were specifically structured to allow the Company to provide non-plant touching cannabis industry services, such as real estate development, equipment rentals and brand development. Pending future Federal Rescheduling of cannabis products, as part of these transactions the Company has acquired Options to purchase State-licensed cannabis growing and manufacturing licenses. Once Federal restrictions are removed, the Company will be poised to take part in a rapidly expanding industry. The company believes the combination of high-value licenses and purpose-built real estate creates significant long-term value potential for our asset portfolio.

Summaries of the Share Exchange Agreements: (i) Sustainable Craft Grow #1, LLC Share Exchange Agreement (Exhibit 10.1). The Company entered into a Share Exchange Agreement with Sustainable Craft Grow #1, LLC ("SCG"), pursuant to which the Company agreed to acquire 100 membership units of SCG (representing 100% of the issued and outstanding membership units of SCG) in exchange for 10,666,667 shares of the Company's common stock issued to the selling member (or its designees) as set forth in the agreement. (ii) Sustainable Properties, LLC Share Exchange Agreement (Exhibit 10.2). The Company entered into a Share Exchange Agreement with Sustainable Properties, LLC ("SP"), pursuant to which the Company agreed to acquire 1,000,000 membership units of SP (representing 100% of the issued and outstanding membership units of SP) in exchange for an aggregate of 10,000,000 shares of the Company's common stock issued to the selling members of SP as set forth in the agreement. (iii) Sustainable Transporter #1, LLC. The Company entered into a Share Exchange Agreement with Sustainable Transporter #1, LLC ("ST1"), pursuant to which the Company agreed to acquire 100 membership units of ST1 (representing 100% of the issued and outstanding membership units of ST1) in exchange for 166,667 shares of the Company's common stock issued to the selling member (or its designees) as set forth in the agreement.

Sustainable Transporter #2, LLC Share Exchange Agreement. The Company entered into a Share Exchange Agreement with Sustainable Transporter #2, LLC ("ST2"), pursuant to which the Company agreed to acquire 100 membership units of ST2 (representing 100% of the issued and outstanding membership units of ST2) in exchange for 1,666,667 shares of the Company's common stock issued to the selling member (or its designees) as set forth in the agreement.

TMD Ventures, LLC Share Exchange Agreement. The Company entered into a Share Exchange Agreement with TMD Ventures, LLC ("TMD"), pursuant to which the Company agreed to acquire 10,000 membership units of TMD (representing 100% of the issued and outstanding membership units of TMD) in exchange for 13,280,923 shares of the Company's common stock issued to the selling member (or its designees) as set forth in the agreement.

In each Share Exchange Agreement, the Company's shares issued are described as duly authorized, validly issued, fully paid and non-assessable, and to have the same rights as the Company's other outstanding common stock.

The foregoing summaries of the Share Exchange Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Share Exchange Agreements, which are filed as Exhibits 10.1 through 10.5 to the Current Report on Form 8-K filed on March 18, 2026 and incorporated herein by reference.

In addition, certain of the acquired subsidiaries are parties to the Option Agreements described below, which remained in effect following the closing and relate to the potential transfer of certain Illinois cannabis licenses, subject to applicable regulatory approvals.

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Option Agreements Relating to Illinois Cannabis Licenses

In connection with the acquired business operations, certain of the entities that the Company acquired in the transactions described above are parties to option agreements relating to certain Illinois cannabis licenses (the "Option Agreements"). The Option Agreements remain in effect following the closing of the acquisitions and, among other things, provide that the applicable option holder may acquire a 100% interest in the applicable license for nominal consideration and a nominal exercise price, subject to required regulatory approvals.

These Option Agreements were entered into prior to the closing and remain in effect following the closing as continuing arrangements of the acquired entities, which are now wholly-owned subsidiaries of the Company. There is no obligation on the part of the Company to exercise these Options Agreements. The approval of transfer attached to the option agreement states that IK4 is the owner of license IN00000044 and contemplates a transfer of the license from IK4 to SCG, subject to applicable regulatory approvals. The foregoing descriptions of the Option Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Option Agreements filed as Exhibits to the Current Report on Form 8-K filed on March 18, 2026 and incorporated herein by reference.

Prospective Future Activities and Operations

In addition, management is evaluating potential monetization and redeployment initiatives relating to certain assets and licenses acquired in the Sustainable Acquisitions. As part of this evaluation, the Company is in discussions regarding potential transactions that, if pursued and consummated, could include (i) the sale of one of the two facilities associated with a licensed operation pursuant to seller-financing terms over a five-year period for an aggregate purchase price of approximately $5,000,000, and (ii) the sale of assets of another operational facility together with two associated licenses pursuant to similar seller-financing terms over a five-year period for an aggregate purchase price of approximately $5,000,000.

If the Company enters into and completes one or more such transactions, management currently expects to consider using proceeds as received to invest in and scale production of a hemp-derived THC beverage (drink) product line and to support other manufacturing initiatives. These initiatives are preliminary and remain subject to ongoing negotiation, execution of definitive documentation, satisfaction of customary closing conditions (including any required regulatory approvals), and the performance by counterparties of their obligations under any seller-financing arrangements. Accordingly, there can be no assurance that any such transactions will be completed on the terms described above, or at all, or that proceeds will be received as anticipated.

EMPLOYEES

As of March 31, 2026, the Company and its subsidiaries had approximately six (6) employees, including officers. In addition, the Company utilizes independent contractors and third-party service providers for certain functions.

Inflation Risk and Economic Conditions

The demand for our products and services solution is dependent on the general economy, and the real estate market in the communities in which we operate. Are business operations and growth may also in the future be affected by geopolitical conditions, the stability of the global credit markets, inflationary pressures, higher interest rates, and other factors. Downturns in the general economy could disproportionately affect the demand for our real estate products and services.

Our real estate operations in particular could also be impacted by inflation and higher interest rates. Inflation did not have a material effect on our business, financial condition or results of operations for the three months ended March 31, 2026 and 2025. However, if our costs were to become subject to significant inflationary pressures (such as increased real estate acquisition, rehabilitation, and management costs), we may not be able to fully offset such higher costs through price increases or cost savings. Our inability or failure to do so could harm our business, financial condition or results of operations.

Off-Balance Sheet Arrangements

The Company does not engage in off-balance sheet transactions.

Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Certain information included in this Quarterly Report on this Form 10-Q contains statements that are forward-looking, including, but not limited to, statements relating to our business strategy and development activities as well as other capital spending, financing sources, the effects of regulation (including gaming and tax regulations), expectations concerning future operations, margins, profitability and competition. Any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward- looking statements. Without limiting the generality of the foregoing, in some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "would," "could," "believe," "expect," "anticipate," "estimate," "intend," "plan," "continue" or the negative of these terms or other comparable terminology. Such forward- looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made by us. These risks and uncertainties include, but are not limited to, our lack of recent operating history, existing management, general domestic or international economic conditions, pending or future legal proceedings, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions), applications for licenses and approvals under applicable jurisdictional laws and regulations (including gaming laws and regulations). You should not place undue reliance on any forward-looking statements, which are based only on information currently available to us. We undertake no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date of this 10-Q Report for the period ended March 31, 2026, and the subsequent events reported in this Form 10-Q.

Risks and Uncertainties

In an effort to have GLOBAL ASSET MANAGEMENT GROUP, INC. reorganize and restructure its business model the company has begun looking into ways to expand its business operations, to seek accretive business combinations, and to identify acquisition candidates that are seeking liquidity. We have no way to predict the future of this company; however, with our recent acquisitions currently the Company shows the ability to have significant growth moving forward in 2026 and 2027.

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PART II - OTHER INFORMATION

Kenilworth Systems Corp. published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 20, 2026 at 17:36 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]