Quarterly Report for Quarter Ending JUNE 30, 2026 (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 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 consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q, 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 during and after the quarter ended June 30, 2026.

The purpose of this section is to discuss and analyze our consolidated financial condition, liquidity and capital resources, results of operations, and known trends and uncertainties for the three and six months ended June 30, 2026 and 2025. The Company's financial statements for the quarter ended June 30, 2026 are unaudited, but have been prepared and consolidated by the Company's accountant in accordance with GAAP and SEC standards. The quantitative financial comparison below must be considered with the Company's previously reported final financial statements as well as the Notes to these Financial Statements.

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. Prior to the transaction, the Company disclosed that RI Property Holdings, Inc. and/or its affiliates already held 16.875% of the membership interests in MREG. 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 a $455,000 cash down payment. The down payment was disbursed at closing according to the seller's written wire instructions, including payments for prior advances, tax settlement obligations, legal invoices, utilities, and miscellaneous expenses.

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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 Company also disclosed that the members of MREG authorized MREG to enter into a loan agreement with Bogdan Capital LLC relating to a loan in the principal amount of $1,000,000, although the Company stated in the Form 8-K that it did not have final executed loan documentation for the MREG loan reflected in that report.

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.

Results of Operations

For the three months ended June 30, 2026, the Company expects its results of operations to reflect the continuing integration of existing business operations, including digital marketing, real estate acquisition and management activities, public company compliance costs, acquisition activity, financing activity, due diligence, professional services, and property-related carrying costs.

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For the six months ended June 30, 2026, the Company's results should also reflect the impact of first-quarter operations, together with second-quarter activity related to the MREG acquisition and related financing. These June 30, 2026 financial statements include quantitative and qualitative comparisons of revenue, operating expenses, professional fees, property management expenses, insurance expense, interest expense, amortization and other non-cash expenses, acquisition-related expenses, public company compliance costs, financing costs, net income or loss, and any non-recurring or non-cash items.

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 $64,180, total current assets of $182,588, total current liabilities of $196,032, total liabilities of $10,185,657, and total stockholders' deficit of ($277,239). During the second quarter of 2026, the Company completed the MREG transaction and issued convertible promissory notes in the principal amounts of $6,000,000 and $3,500,000. The $6,000,000 note financed a major component of the MREG transaction consideration, and the $3,500,000 note was issued in connection with the acquisition of the 16.875% interest in RI Property Holdings, Inc. from a shareholder and related party.

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.

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 position, debt obligations, acquisition-related obligations, expected capital requirements, and anticipated costs of the Memorial Hospital redevelopment. 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, and evaluating potential asset-level financing or monetization opportunities. 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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