Filing Analysis
Global Asset Management Group, Inc. announced the appointment of Robert Fiallo to its Board of Directors, effective December 4, 2025. The appointment is intended to strengthen corporate governance and business infrastructure as the company enters a new growth phase.
📋 Key Facts
- Robert Fiallo appointed as an independent Director, effective December 4, 2025.
- Fiallo brings over 30 years of experience in financial services, including commercial/retail banking and M&A.
- Fiallo previously led the acquisition and sale of an international bank to a NASDAQ-listed holding company.
- The appointment is framed as part of strengthening business infrastructure and corporate governance.
Global Asset Management Group, Inc. completed the acquisition of 100% of DC Rental Portfolio Corp. via a share exchange agreement involving the issuance of 250,000,000 shares of common stock. The acquisition adds several multi-family residential properties in Washington, D.C., to the company's portfolio.
🚩 Red Flags
- Massive dilution: The issuance of 250 million shares in a single transaction represents significant potential dilution for existing shareholders.
- Concentration risk: The company is heavily pivoting into the Washington, D.C. affordable housing market through this subsidiary.
- Regulatory note: President John Murray's Illinois real estate license was previously subject to disciplinary action (consent order) in 2019.
📋 Key Facts
- Acquisition completed on September 29, 2025.
- Consideration: 250,000,000 shares of GAMG Common Stock issued via private placement under Rule 4(a)(2).
- Target: DC Rental Portfolio Corp., a real estate development company focused on affordable housing in Washington, D.C.
- Acquired assets include 'Saratoga Apartments' (31 units), a multi-family complex at 5320 8th Street N.W. (41 units), and residential/commercial condos at 3628 Georgia Ave. N.W.
- John Murray, President of GAMG, has been appointed President of DC Rental Portfolio Corp.
Global Asset Management Group, Inc. underwent a massive corporate restructuring involving the acquisition of Bella Rio Marketing Agency via stock issuance and a complete overhaul of its Board and Executive leadership. The filing also details the settlement of debt through the transfer of equity in a subsidiary to an officer.
🚩 Red Flags
- Related-party transaction: Settlement of debt ($32,000) to an officer/director (Steven Swank) via the transfer of company assets (Regenecell, Inc. shares).
- Massive management turnover: Complete replacement of the Board and Executive suite in a single filing.
- Potential dilution: Issuance of 450,000 new common shares to acquire Bella Rio.
- High-risk compensation structures: Large deal-based incentive bonuses (up to $1M per transaction) for multiple executives may incentivize aggressive or risky transactions.
📋 Key Facts
- Acquired 100% of Bella Rio Marketing Agency, Inc. in exchange for 450,000 shares of common stock issued to Andell Holdings Corporation on July 31, 2025.
- Transferred all 600,000 shares of Regenecell, Inc. held by the Issuer to Director Steven Swank to satisfy $32,000 in Notes owed by the Issuer.
- Resignation of three Directors: Steven Swank, Richard Cruse, and Jay Cunningham, effective July 31, 2025.
- Appointment of new leadership: Richard Balles (CEO), John Murray (President), Erik Carlson (General Counsel/CLO/Secretary), and Andrew Roiniotis (CMO).
- New executive compensation packages include significant signing bonuses and deal-based incentive bonuses of up to $1,000,000 per transaction.
- Bella Rio Marketing Agency reported gross revenue of $92,787.92 in its first year of operations.
Kenilworth Systems Corp terminated its auditor, Olayinka Oyebola & Co., after the firm was listed as a 'Prohibited Service Provider' by OTC Markets due to SEC action. The company has appointed LAO Professionals as its new independent registered public accounting firm.
🚩 Red Flags
- Auditor termination due to SEC action against the firm (Prohibited Service Provider status).
- Potential for significant delays in financial reporting/filing due to auditor change.
- Company name change often associated with rebranding or shifts in business direction.
📋 Key Facts
- Termination of Former Auditor (Olayinka Oyebola & Co.) effective March 1, 2025.
- Reason for termination: Former Auditor listed as a 'Prohibited Service Provider' by OTC Markets following SEC action.
- Engagement of New Auditor (LAO Professionals, PCAOB ID 7057) on March 1, 2025.
- Company name change from Kenilworth Systems Corporation to Global Asset Management Group, Inc. effective June 16, 2025.
Kenilworth Systems Corp (GAMG) entered into a definitive agreement to acquire 100% of DC Rental Portfolio LLC via the issuance of 350,000,000 shares of common stock. The transaction involves a complete change of control and a subsequent name change to National Real Estate Ventures, Inc.
🚩 Red Flags
- Massive dilution: Issuance of 350,000,000 shares likely represents a massive percentage of the total float/outstanding shares.
- Change of Control: The existing entity is being effectively taken over by the target company's management.
- Reverse Merger profile: This has the characteristics of a reverse merger, often used by shell companies to go public or pivot business models.
📋 Key Facts
- Agreement entered into on February 6, 2025, with DC Rental Portfolio LLC.
- Acquisition of 100% membership interests in exchange for 350,000,000 shares of common stock.
- Target assets include residential housing units in Washington, D.C., with an aggregate appraised value of ≥$100,000,000 and equity of ~$20,000,000.
- Expected closing date on or before March 15, 2025.
- Change of control: Richard Balles (Managing Member of DC Rental) to become President and Chairman.
- Company name change from Kenilworth Systems Corp to National Real Estate Ventures, Inc. effective March 1, 2025.