UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from _________ to__________.

Commission file number 0-08962

~~KENILWORTH~~GLOBAL ~~SYSTEMS~~ASSET ~~CORPORATION~~MANAGEMENT GROUP, INC. (Exact name of registrant as specified in its charter)

Wyoming		84-1641415
(State of incorporation)		(IRS Employer Identification No.)
721 Beach Street
51 Monroe Street, Suite 1505
Daytona Beach, FL		32114
Rockville, MD		20852
(Address of principal executive offices)		(ZIP CODE)

(~~312~~240) ~~372~~398-~~6900~~8319

(Registrant’s telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

(TITLE OF CLASS)

Common Stock, par value $.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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 (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer. or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller Reporting Company ☒ Emerging growth company ☒☐

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $12,~~007~~225,~~485~~ 600 million based on the last sale price of the common equity on June 30, ~~2024~~2025, which is the last business day of the registrant’s most recently completed second quarter. As of March 2825, ~~2025~~2026, the registrant had 83340,~~654~~152,~~525~~858 shares of common stock outstanding.

TABLE OF CONTENTS

PART I
ITEM 1	~~Description of Business~~	Description of Business	4	3
ITEM 2	~~Properties~~	Properties	5	6
ITEM 3	~~Legal Proceedings~~	Legal Proceedings	5	6
ITEM 4	~~Submission of Matters to a Vote of Security Holders~~	Submission of Matters to a Vote of Security Holders	5	6
PART II
ITEM 5	~~Market Prices of the Company’s Common Stock and Related Stock Holder Matters~~	Market Prices of the Company’s Common Stock and Related Stock Holder Matters	7	7
ITEM 6	~~Selected Financial Data~~	Selected Financial Data	8	8
ITEM 7	~~Management Discussions and Analysis of Financial Condition and Results of Operations (Contains Risk Factors)~~	Management Discussions and Analysis of Financial Condition and Results of Operations (Contains Risk Factors)	8	9
ITEM 8	~~Financial Statements and Supplementary Data~~	Financial Statements and Supplementary Data	15	16
ITEM 9	~~Changes and Disagreements with Accountants on Accounting and Financial Disclosure~~	Changes and Disagreements with Accountants on Accounting and Financial Disclosure	15	16
ITEM 9A	~~Controls and Procedures~~	Controls and Procedures	15	16
PART III
ITEM 10	~~Directors and Executive Officers of the Registrant~~	Directors and Executive Officers of the Registrant	16	17
ITEM 11	~~Executive Compensation~~	Executive Compensation	18	20
ITEM 12	~~Security Ownership of Certain Beneficial Owner and Management and Related Stockholders Matters~~	Security Ownership of Certain Beneficial Owner and Management and Related Stockholders Matters	18	20
ITEM 13	~~Certain Relationships and Related Transactions~~	Certain Relationships and Related Transactions	19	21
ITEM 14	~~Principal Accountant Fees and Services~~	Principal Accountant Fees and Services	19	21
PART IV
ITEM 15	~~Exhibits, Financial Statement Schedules and Reports on Form 8-K Subsequent Events~~	Exhibits, Financial Statement Schedules and Reports on Form 8-K Subsequent Events	20	22

21 Table of ~~Contents~~Content

FORWARD LOOKING STATEMENTS

In addition to historical information, this Annual Report on Form 10-K contains certain forward-looking statements and Risk Factors. We expressly disclaim any obligations on undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or to reflect any change in events, conditions, or circumstances on which any such forward-looking statement is based in whole or in part.

Readers should amongst the other statements contained herein and future filings with the Securities and Exchange Commission, including the Quarterly Reports on Form 10-Q to be filed, carefully review in Item 7 the following: “Cautionary Statements for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995 and Risk Factors”. All the Risk Factors contained therein should be carefully read.

32 Table of ~~Contents~~Content

ITEM 1— DESCRIPTION OF BUSINESS

PART 1

THE COMPANY

Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) hereinafter referred to as ~~“Kenilworth”,~~ 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 inon ~~2023~~May 27, 2021, where it is currently domiciled. ~~Kenilworth~~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 ~~OTC~~OTCID ~~Pink Sheet~~ Market (trading symbol “~~KENS~~GAMG”).

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

OnGlobal ~~September~~Asset ~~30,~~Management ~~2023~~Group, ~~the~~Inc. ~~Company~~is ~~completed~~ a ~~Share~~diversified ~~Exchange~~holding incompany ~~which~~focused iton ~~acquired~~disciplined aacquisitions ~~60%~~and ~~controlling~~operational ~~equity~~growth ~~interest~~across inreal ~~Regenecell,~~estate ~~Inc., a Florida corporation which has been newly-formed~~ and isrelated ~~engaged in the~~ business ~~of medical travel consulting and referral services~~lines. ~~The~~During ~~Founder~~2025, ~~and~~the ~~President~~Company ofexpanded ~~Regenecell,~~its ~~Steven~~operating ~~Swank,~~footprint ~~exchanged~~through ~~600,000~~the ofacquisition ~~his Shares~~ of ~~Common~~Bella ~~Stock~~Rio ofMarketing ~~Regenecell~~Agency, Inc. ~~for~~and ~~2,000,000~~DC ~~Shares~~Rental ofPortfolio ~~Common~~Corp. ~~Stock~~The ~~of the~~ Company’s instrategy ais ~~tax-free~~to ~~exchange.~~deploy Ascapital ainto ~~result~~opportunities ofintended ~~this~~to ~~transaction,~~generate oflong‑term ~~the~~shareholder ~~total 1~~value,~~000,000~~ ~~Shares~~including ofincome‑producing ~~Common~~real ~~Stock~~estate ofand ~~Regenecell,~~operating ~~Inc~~businesses. ~~authorized,~~Certain ~~issued,~~statements ~~and~~regarding ~~outstanding,~~future ~~the~~initiatives ~~Company~~and ~~owns~~expansion ~~600,000~~plans ~~Shares~~are ~~representing~~forward‑looking ~~60%,~~ and ~~Mr.~~subject ~~Swank~~to ~~owns~~risks ~~the~~and ~~remaining~~uncertainties ~~400,000~~described ~~Shares,~~elsewhere ~~representing~~in athis ~~40% minority interest~~report.

AtACQUISITION ~~the~~OF ~~present~~BELLA ~~time,~~RIO weMARKETING ~~intend to carry on and expand Regenecell’s business operations in the international medical travel consulting and referral services as our sole line of business. In addition~~AGENCY, ~~Kenilworth Systems Corporation and its management team are exploring opportunities to modifying its current structure into a Corporate Holding Company~~INC. The process for expanding our business operations in this manner is currently under discussion, and, if initiated, will allow the Company to acquire controlling equity interests in other emerging technology companies.

On ~~February~~July 631, 2025, ~~the~~Global ~~Company~~Asset ~~entered~~Management ~~into~~Group, anInc. ~~Agreement~~completed ~~and~~the ~~Plan~~acquisition of ~~Reorganization~~Bella ~~with~~Rio DCMarketing ~~Rental~~Agency, ~~Portfolio~~Inc. ~~LLC~~pursuant ~~(“DC~~to ~~Rental”)~~a Share Exchange Agreement dated July 22, to2025. ~~acquire~~The Company acquired 100% of the ~~Membership~~issued ~~Interests~~and outstanding capital stock of DCBella ~~Rental~~Rio in exchange for ~~350~~450,000~~,000~~ ~~Shares~~shares of its Common Stock ofissued ~~the Company. Organized pursuant~~ to ~~the~~Andell ~~laws~~Holdings ofCorporation, the ~~District~~sole shareholder of ~~Columbia,~~Bella DCRio. ~~Rental~~The ~~through~~transaction ~~its~~was ~~subsidiaries~~conducted ~~owns~~as ora isprivate inplacement ~~the~~under ~~process~~Rule 4(a)(1) of ~~acquiring~~the ~~various~~Securities ~~income~~Act ~~producing~~of ~~residential~~1933 ~~housing~~and ~~units~~applicable ~~located~~state inBlue ~~the~~Sky ~~District of Columbia~~laws. The ~~Closing~~shares ~~Date~~issued ofare ~~this~~subject ~~acquisition~~to isstandard ~~expected~~restrictive onlegends orand ~~about~~stop-transfer ~~April~~instructions. ~~15,~~The ~~2025,~~acquisition ~~and~~of onBella ~~the~~Rio ~~Closing~~positions ~~Date~~Global ~~the~~Asset ~~properties~~Management ~~owned~~Group, byInc. DCto ~~Rental~~expand ~~will~~its ~~have~~digital anmarketing ~~aggregate~~infrastructure ~~appraised~~and ~~value~~enhance ofshareholder ~~not~~value ~~less~~through ~~than~~integrated ~~$100,000,000,~~brand development and ~~equity~~performance ~~of approximately $20,000,000~~marketing.

OnAbout ~~the~~Bella ~~Closing~~Rio ~~Date,~~Marketing ~~the Company will effectuate a change of its name to National Real Estate Ventures~~Agency, Inc., a Wyoming Corporation. On the Closing Date, Mr. Richard Balles, the Managing Member of DC Rental, will become President and Chairman of the Board of Directors of the Company, the current Directors and Officers will resign, and there will be a Change of Control of the Company.

~~PRIOR~~Bella ~~OPERATIONS~~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.

~~The~~ACQUISITION ~~Company’s~~OF ~~original~~DC ~~business~~RENTAL ~~objective~~PORTFOLIO ~~was to identify firms seeking data that employ omni-channel marketing that can utilize our data to drive product offerings~~CORP. This target market includes advertising technology companies, enterprise solution platforms, or brands seeking to market goods and services to consumers using cutting-edge technology, multi-channel micro advertising. The data allows proprietary platforms programmatic and end-to-end omni-channel marketing capabilities using the consumer data sets.

~~Prior~~On toSeptember ~~this~~29, we2025, ~~had~~Global ~~been~~Asset ~~engaged~~Management inGroup, ~~developing~~Inc. ~~patents,~~completed ~~markets~~the ~~and~~acquisition ~~investigating~~of ~~how~~DC ~~best~~Rental toPortfolio ~~obtain~~Corp. ~~Governmental~~(“DC ~~approvals,~~Rental”) bypursuant ~~engaging~~to ~~lobbyists~~a ~~and~~Share ~~consultants~~Exchange ~~that~~Agreement ~~would~~dated ~~allow~~February ~~Internet~~6, ~~television,~~2025. ~~satellite,~~The ~~cable~~Company ~~subscribers. Kenilworth~~acquired ~~Systems~~100% ~~was~~of athe ~~leader~~issued inand ~~developing~~outstanding ~~state~~capital stock of ~~the~~DC ~~art~~Rental ~~software~~in exchange for ~~corporate~~250,000,000 ~~licensing~~shares ~~relating~~of toits ~~technological~~Common ~~design~~Stock ~~fields. Kenilworth’s~~issued ~~revenues~~to ~~were~~the toshareholders beof ~~generated~~DC ~~from~~Rental. ~~licenses~~The ~~and~~transaction ~~patents~~was anconducted ~~interest~~as ina ~~joint-venture~~private ~~operation~~placement tounder ~~develop~~Rule ~~on-~~4(a)(2) ~~line~~of ~~secure~~the ~~tools~~Securities ~~for~~Act ~~its~~of ~~clients~~1933 and ~~vendors~~applicable ofstate ~~clients~~Blue Sky laws. ~~These~~ ~~business~~The ~~operations~~shares ~~were~~issued ~~discontinued~~are insubject ~~2023~~to standard restrictive legends and stop-transfer instructions.

43 Table of ~~Contents~~Content

~~THE~~Organized ~~PENDING~~pursuant Dto 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.C ~~RENTAL~~The ~~ACQUISITION~~Company ~~TRANSACTION~~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.

~~Through~~The ~~its~~foregoing ~~subsidiaries,~~summary DCof ~~Rental~~the isShare aExchange ~~real~~Agreement ~~estate~~and ~~development~~the ~~company~~transactions ~~which~~contemplated isthereby ~~focused~~does onnot ~~providing~~purport ~~affordable~~to ~~housing~~be ~~solutions~~complete ~~for~~and ~~low~~is qualified in its entirety by reference to ~~moderate~~the ~~income~~full ~~households~~text of the Share Exchange Agreement, ~~initially~~which inwas filed as Exhibit 10.1 to the ~~Washington~~Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 7, DC2025, ~~market~~and is incorporated herein by reference.

~~Its~~ About ~~ongoing~~DC ~~business~~Rental ~~strategy~~Portfolio ~~and vision is to develop affordable housing for all, notably people with disabilities, and our nation’s military veterans~~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)

Table of Content

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. (1)

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.

(1) These Appraisals have been prepared by Colliers International Valuation & Advisory Services, 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.

PRIOR OPERATIONS

The Company’s original business objective was to identify firms seeking data that employ omni-channel marketing that can utilize our data to drive product offerings. This target market includes advertising technology companies, enterprise solution platforms, or brands seeking to market goods and services to consumers using cutting-edge technology, multi-channel micro advertising. The data allows proprietary platforms programmatic and end-to-end omni-channel marketing capabilities using the consumer data sets.

Prior to this, we had been engaged in developing patents, markets and investigating how best to obtain Governmental approvals, by engaging lobbyists and consultants that would allow Internet, television, satellite, cable subscribers. Kenilworth Systems was a leader in developing state of the art software for corporate licensing relating to technological design fields. Kenilworth’s revenues were to be generated from licenses and patents an interest in joint-venture operation to develop on- line secure tools for its clients and vendors of clients. These business operations were discontinued in 2023.

EMPLOYEES

~~Kenilworth,~~As atof ~~present~~December 31, ~~has~~2025, nothe Company and its subsidiaries had approximately six (6) employees, including officers. ~~All~~ ~~administrative~~In ~~and~~addition, ~~business~~the ~~functions~~Company ~~are~~utilizes ~~provided~~independent bycontractors ~~our~~and ~~two~~third‑party ~~Officers~~service providers for certain functions.

BACKLOG

We do not have any backlog.

~~ITEM~~Item 21A. —RISK ~~PROPERTIES~~FACTORS.

~~Since~~As ~~the~~a ~~last~~smaller ~~filing~~reporting ~~Kenilworth~~company, ~~has~~we ~~relocated~~are ~~the~~not ~~corporate~~required ~~offices~~ to ~~Daytona~~provide ~~Beach,~~disclosure ~~FL. We~~pursuant ~~maintain~~to ~~our~~this ~~offices~~Item, in ~~space~~accordance ~~provided~~with byItem ~~our~~105 ~~President~~of atRegulation ~~no cost~~S-K.

~~ITEM~~Item 31B. —UNRESOLVED ~~LEGAL~~STAFF ~~PROCEEDINGS~~COMMENTS.

None.

~~ITEM~~5 4Table —of ~~SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS~~Content

~~Not~~Item ~~applicable~~1C. CYBERSECURITY.

5We ~~Table~~have a multi-layered approach to assess, identify and manage material risks from cybersecurity threats. This approach includes a wide variety of ~~Contents~~mechanisms, controls, technologies, methods, systems, and other processes that are designed to prevent, detect, or mitigate data loss, theft, misuse, unauthorized access, or other cybersecurity incidents or vulnerabilities affecting the data.

~~EXECUTIVE~~The ~~OFFICERS~~data OFincludes ~~THE~~confidential, ~~REGISTRANT~~proprietary, and business and personal information that we collect, process, store, and transmit as part of our business, including on behalf of third parties. We also use systems and processes designed to reduce the impact of a cybersecurity incident at a third-party vendor or customer. Additionally, we use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems, including technology and systems we use for encryption and authentication; employee email; content delivery to customers; back-office support; and other functions.

~~The~~As ~~names~~part of our risk management process, ~~ages~~we conduct regular application security assessments to identify vulnerabilities within our IT infrastructure. These assessments include both automated scans and ~~positions~~manual ~~held~~reviews by ~~each~~our ofcybersecurity ~~Kenilworth’s~~team. ~~directors~~Threat intelligence feeds and ~~executive~~security ~~officers~~reports are ascontinuously ~~follows:~~monitored, with the goal of staying ahead of emerging threats. In the event of a cybersecurity incident, we maintain incident response plans that are utilized when incidents are detected. We require employees with access to information systems, including all corporate employees, to undertake data protection and cybersecurity training and compliance programs annually along with random internal phishing campaigns.

NAME	AGE	OFFICES AND POSITIONS HELD	FIRST ELECTED OFFICER OFKENILWORTH
DAN W. SNYDER	73	CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE OFFICER	2022
STEVEN SWANK	84	DIRECTOR, SECRETARY, CHIEF ACCOUNTING OFFICER	2023
RICHARD J CRUSE	84	DIRECTOR	2023
JAY A. CUNNINGHAM, SR.	86	DIRECTOR	2023

As of the date of this report, we have not encountered any risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition. Cybersecurity threats are continually evolving, and no assurances can be given that our risk management systems and processes will fully mitigate all cybersecurity threats and risks.

~~All~~Item ~~of the above Executive Officers and Directors have been elected to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified~~2. ~~The Board presently anticipates that the next Shareholders Meeting will be held during the 2nd quarter period of 2025~~PROPERTIES.

6The ~~Table~~company ofmaintains ~~Contents~~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.

~~PART~~The IICompany maintains executive, administrative, and operational office space at two locations pursuant to lease arrangements, as described below.

~~ITEM~~Rockville, 5Maryland —– ~~MARKET~~Executive ~~PRICES~~Office OF(Virtual ~~THE COMPANY’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS~~Office)

(The Company maintains a) ~~Kenilworth~~virtual ~~exited~~executive ~~from~~office ~~Bankruptcy~~located ~~Proceedings~~at in51 ~~September~~Monroe ofStreet, ~~1998~~Suite 1505, ~~its~~Rockville, ~~Common~~Maryland ~~Stock~~20850, ~~which~~pursuant ~~had~~to ~~been~~a ~~trading~~Virtual onOffice ~~the~~Lease ~~NASDAQ~~Agreement ~~National~~entered ~~Market~~into with a third‑party service provider effective June 1, is2025, ~~now~~with ~~trading~~an oninitial ~~the~~term ~~OTC~~through ~~Pink~~June ~~Sheets~~30, ~~under~~2030, ~~the~~subject ~~trading~~to ~~symbol~~automatic ~~“KENS”~~annual renewal unless terminated by either party upon not less than thirty (30) days’ prior written notice. The ~~following~~virtual ~~table~~office ~~sets~~arrangement ~~forth~~provides ~~high~~business address usage, mail receipt and ~~low~~forwarding ~~closing~~services, ~~sales~~limited ~~prices~~access ~~for~~to ~~our~~meeting ~~Common~~and ~~Stock~~conference rooms by reservation, asand ~~reported~~address onverification ~~the~~services ~~OTC~~for ~~Pink~~regulatory, ~~Sheets~~banking, and business purposes. The Company pays a monthly rental fee of $150 under this agreement. The Rockville location is not used as a full‑time physical operating office.

2022
January 1, 2022 Through March 30, 2022	$	0.11	$	0.05
April 1, 2022 Through June 30, 2022	$	0.12	$	0.05
July 1, 2019 Through September 30, 2022	$	0.11	$	0.05
October 1, 2019 Through December 31, 2022	$	0.09	$	0.05
2023
January 1, 2023 Through March 31, 2023	$	0.04	$	0.20
April 1, 2023 Through June 30, 2023	$	0.04	$	0.20
July 1, 2023 Through September 30, 2023	$	0.05	$	0.20
October 1, 2023 Through December 31, 2023	$	0.07	$	0.19
2024
January 1, 2024 Through March 31, 2024	$	0.016	$	0.05
April 1, 2024 Through June 30, 2024	$	0.02	$	0.10
July 1, 2024 Through September 30, 2024	$	0.02	$	0.19
October 1, 2024 Through December 31, 2024	$	0.10	$	0.19

Rockford, Illinois – Operating Office

7The ~~Table~~Company leases office space located at 6755 Weaver Road, Suite 2, Rockford, Illinois 61114, pursuant to a Commercial Lease Agreement entered into on August 1, 2025, with an initial term of ~~Contents~~sixty (60) months expiring on July 31, 2030. The lease provides the Company with the option to renew for additional five‑year terms, subject to the conditions set forth in the lease agreement. The Company pays monthly base rent of $150, with a security deposit of $150, and is responsible for utilities and other customary occupancy expenses. This location serves as the Company’s primary operational office and is used by the Company and, from time to time, affiliated entities. A majority of the Company’s executive officers reside in the Rockford, Illinois area, and the office supports executive management, administrative functions, and business operations.

~~(b)~~The ~~Holders.~~Company ~~There~~believes ~~were~~that ~~approximately~~its ~~2753~~current ~~registered~~office ~~holders~~arrangements ofare ~~record~~adequate offor ~~Common~~its ~~Stock~~present ~~plus~~operational anneeds. ~~undetermined~~As ~~number~~the ofCompany ~~beneficial~~expands ~~holders~~its ~~(in~~business ~~banks~~activities, ~~and~~it ~~brokerages)~~may ofseek ~~Kenilworth~~to asobtain ofadditional ~~December~~or ~~31,~~alternative ~~2024~~office space as deemed necessary.

~~(c)~~Item ~~Dividends~~3. ~~Kenilworth~~LEGAL ~~has not paid any dividends on its Common Stock~~PROCEEDINGS. ~~We plan to apply any earnings it achieves to expansion of the business and do not expect to pay any dividends in the foreseeable future.~~

~~(d)~~From ~~The~~time ~~Company~~to ~~has~~time ~~outstanding~~in 83the ordinary course of business,~~654,525~~ ~~Common~~we ~~Shares~~may be named as ofa ~~December~~defendant ~~31,~~in ~~2024. In~~legal proceedings incidental to the ~~future~~business, ~~all~~including ofwithout ~~the~~limitation, ~~restricted~~workers’ ~~shares~~compensation ~~may~~claims, ~~have~~tort ~~the~~claims, ~~restriction~~or ~~lifted~~contractual ~~pursuant~~disputes. toWe ~~SEC~~are ~~Rule~~not ~~144~~currently involved in any material legal proceedings, directly or indirectly, and we are not aware of any claims pending or threatened against us or any of the ~~event~~directors that ~~the~~could ~~Company~~result isin ~~eligible~~the ~~for~~commencement ~~Rule~~of ~~144~~material legal proceedings.

~~ITEM~~Item 64. —MINE ~~SELECTED~~SAFETY ~~FINANCIAL DATA~~DISCLOSURES.

~~The~~Not following table summarizes certain selected financial data and is qualified by reference to, and should be read in conjunction with, the Financial Statements and related Notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere hereinapplicable.

~~Selected~~6 ~~Financial~~Table ~~Data~~of ~~for the three (3) years ended December 31, 2024, are as follows:~~Content

~~SUMMARY~~PART ~~OF OPERATIONS~~II

	2024			2023			2022
Net income/ (loss) from operations	$	(336,909	)	$	(166,151	)	$	(13,558	)
Other income / (loss)	$			$	----		$	----
Net loss accumulated	$	(39,919,349	)	$	(39,446,101	)	$	(39,279,950	)
Loss per common share	$	(0.0067	)	$	(0.0036	)	$	(0.000	)
Loss per common share — diluted	$	(0.0067	)	$	(0.0036	)	$	(0.000	)
Consolidated balance sheet data:
Total current liabilities	$	66,974		$	74,914		$	300,059,835
Stockholders’ Equity (deficit)	$	(21,140	)	$	(68,184	)	$	300,499,198

ITEM 5 — MARKET PRICES OF THE COMPANY’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

~~ITEM~~(a) 7The —Company ~~MANAGEMENT~~trades ~~DISCUSSION~~on ~~AND~~the ~~ANALYSIS~~OTCID OFMarket ~~FINANCIAL~~under ~~CONDITION~~the ~~AND~~trading ~~RESULTS~~symbol OF“KENS” ~~OPERATIONS~~until December 18, 2025, and “GAMG” since December 19, 2025. The following table sets forth high and low closing sales prices for our Common Stock, as reported on the OTC Markets.

The discussion following should be read in conjunction with, and is qualified in its entirety by, the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

2023	HIGH		LOW

January 1, 2023 Through March 31, 2023	$	0.20	$	0.04
April 1, 2023 Through June 30, 2023	$	0.20	$	0.04
July 1, 2023 Through September 30, 2023	$	0.20	$	0.05
October 1, 2023 Through December 31, 2023	$	0.19	$	0.07

2024
January 1, 2024 Through March 31, 2024	$	0.016	$	0.05
April 1, 2024 Through June 30, 2024	$	0.02	$	0.10
July 1, 2024 Through September 30, 2024	$	0.02	$	0.19
October 1, 2024 Through December 31, 2024	$	0.10	$	0.19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

2025
January 1, 2025 Through March 30, 2025	$	0.11	$	0.05
April 1, 2025 Through June 30, 2025	$	0.28	$	0.09
July 1, 2025 Through September 30, 2025	$	0.37	$	0.10
October 1, 2025 Through December 31, 2025	$	0.76	$	0.15

~~This~~7 ~~Management’s~~Table ~~Discussion and Analysis~~ of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.Content

~~Forward-looking~~(b) ~~statements~~Holders. ~~contained~~There were approximately 2,661 registered holders of record of Common Stock plus an undetermined number of beneficial holders (in ~~this~~banks ~~MD&A~~and ~~include~~brokerages) ~~statements~~of ~~about,~~the ~~among~~Company ~~other~~as ~~things:~~of December 31, 2025.

·(c) ~~potential~~Dividends. ~~benefits~~The toCompany behas ~~realized~~not ~~from~~paid ~~our~~any ~~pending~~dividends ~~acquisition and impact~~ on ~~our~~its ~~financial~~Common ~~condition~~Stock. ~~and~~We ~~results~~plan ~~of operations; · our beliefs regarding the market and demand for our products or the component products we resell; · our ability~~ to ~~develop~~apply ~~and~~any ~~launch~~earnings ~~new~~it ~~products~~achieves ~~that are attractive~~ to ~~the~~expansion ~~market~~of ~~and stimulate customer demand for these products; · our expectations with respect to any strategic partnerships or other similar relationships we may pursue; ·~~ the ~~competitive landscape of our industry; · general market, economic and political conditions; · our~~ business ~~strategies~~ and ~~objectives;~~do ·not ~~our~~expect expectations regarding our future operations and financial position, including revenues, costs and prospects, and our liquidity and capital resources, including cash flows, sufficiency of cash resources, efforts to ~~reduce~~pay ~~expenses and the potential for future financings; · our ability to remediate~~ any ~~material~~dividends ~~weakness~~in ~~and maintain effective internal control over financial reporting; and ·~~ the ~~impact~~foreseeable ~~of the above factors and other~~ future ~~events on the market price and the liquidity of our stock~~.

8(d) ~~Table~~The Company has outstanding 339,072,858 Common Shares as of ~~Contents~~December 31, 2025. In the future, all of the restricted shares may have the restriction lifted pursuant to SEC Rule 144 in the event that the Company is eligible for Rule 144.

~~RESULTS~~UNREGISTERED SALES OF ~~OPERATIONS~~EQUITYSECURITIES AND USEOF PROCEEDS.

~~Since~~In weJuly, ~~exited~~2025, ~~from~~the ~~bankruptcy~~Company ~~proceedings~~issued ~~on September 28~~450,000 ~~1998,~~Shares weof ~~have~~its ~~had~~common ~~minimal~~stock ~~revenues~~pursuant ~~from~~to ~~operations,~~a ~~and~~Share ~~therefore~~Exchange ~~sustained~~in ~~losses~~which ~~from~~it ~~operating~~acquired ~~expenses~~100% ~~amounting~~of tothe ~~$336,909~~common ~~for~~stock ~~the~~of ~~Year~~Bella ~~Ended~~Rio ~~December~~Marketing 31Agency, ~~2024,~~Inc. The transaction was conducted as ~~compared~~a toprivate ~~$166,151~~placement ~~for~~under Rule 4(a)(2) of the ~~Year~~Securities ~~Ended~~Act ~~December~~of ~~31,~~1933 ~~2023~~and applicable state Blue Sky laws. The shares were issued subject to standard restrictive legends and stop-transfer instructions.

OnIn September 30, ~~2023~~2025, the Company ~~completed~~issued ~~a Share Exchange in which it acquired a 60% controlling equity interest in Regenecell~~250, ~~Inc.~~000,000 aShares ~~Florida~~of ~~corporation~~its ~~which~~common ~~has~~stock ~~been~~pursuant ~~newly-formed~~to ~~and~~a isShare ~~engaged~~Exchange in ~~the~~which ~~business~~it ofacquired ~~medical~~100% ~~travel consulting and referral services. The Founder and President~~ of ~~Regenecell,~~the ~~Steven Swank, exchanged 600,000 of his Shares of~~ Common Stock of ~~Regenecell, Inc~~D.C. ~~for~~Rental ~~2,000,000~~Portfolio ~~Shares~~Corp. ofThe ~~Common~~transaction ~~Stock~~was ofconducted ~~the~~as ~~Company in~~ a ~~tax-free~~private ~~exchange.~~placement Asunder Rule 4(a)(2) ~~result~~ of ~~this transaction, of~~ the ~~total~~Securities ~~1,000,000~~Act ~~Shares~~ of ~~Common~~1933 ~~Stock of Regenecell, Inc. authorized, issued,~~ and ~~outstanding,~~applicable ~~the~~state ~~Company~~Blue ~~owns~~Sky ~~600,000 Shares representing 60%, and Mr~~laws. ~~Swank~~The ~~owns~~shares ~~the~~issued ~~remaining~~were ~~400,000~~subject ~~Shares,~~to ~~representing~~standard arestrictive ~~40%~~legends ~~minority~~and ~~interest~~stop-transfer instructions.

~~Kenilworth~~In ~~had~~connection ~~revenues~~with ~~from~~the ~~operations~~acquisitions inmade ~~2024~~by ~~amounting~~the toCompany $5and the resulting change of control, the four long-serving Directors of the Company received a total of 4,250,000 Shares of Common Stock in July, 2025 lieu of cash consideration for past services rendered. The transactions were conducted as a ~~result~~private ofplacement ~~the~~under ~~acquisition~~Rule 4(a)(2) of the ~~business~~Securities ~~operations~~Act of ~~Regenecell,~~1933 ~~Inc~~and applicable state Blue Sky laws. The shares issued were subject to standard restrictive legends and stop-transfer instructions.

~~LIQUIDITY~~During ~~AND~~the ~~CAPITAL~~three ~~RESOURCES~~months ended September 30, 2025, the Company issued a total of 671,666 Shares of common stock to four investors for total aggregate consideration of $67,167. The use of proceeds from these sales was utilized for general working capital purposes, legal expenses, and accounting expenses. 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.

~~Current~~ITEM ~~management,~~6 ~~under~~— ~~the~~SELECTED ~~guidance~~FINANCIAL of our two Officers, has several plans it hopes to put in place. Our intentions are to protect the shareholders and Directors and bring the Company into a well- run 21st century cutting edge company through the following steps:DATA

	a.)	Expand the business operations of our Regenecell subsidiary to capitalize on the increasing popularity and affordability of international medical tourism
	b.)	The Company’s management team is presently reviewing acquisition opportunities. On February 6, 2025, the Company entered into an Agreement and Plan of Reorganization with DC Rental Portfolio LLC (“DC Rental”), to acquire 100% of the Membership Interests of DC Rental in exchange for 350,000,000 Shares of Common Stock of the Company. Organized pursuant to the laws of the District of Columbia, DC Rental through its subsidiaries owns or is in the process of acquiring various income producing residential housing units located in the District of Columbia. The Closing Date of this acquisition is expected on or about March 31, 2025, and on the Closing Date the properties owned by DC Rental will have an aggregate appraised value of not less than $100,000,000, and equity of approximately $20,000,000.

The following table summarizes certain selected financial data and is qualified by reference to, and should be read in conjunction with, the Financial Statements and related Notes thereto and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere herein.

OfSelected ~~course,~~Financial ~~there~~Data ~~are~~for ~~no assurances that we can obtain~~ the ~~financing~~three or(3) ~~achieve~~years ~~these~~ended ~~goals. However,~~December ~~the Company is continuing to restructure its corporate operations designed to focus the Company’s efforts on its core business~~31, ~~achieve profitability from operations~~2025, ~~and~~are ~~maximize~~as ~~shareholder value.~~follows:

~~Basis~~SUMMARY ofOF ~~Presentation~~OPERATIONS

The audited Consolidated financial statements of the Company for the fiscal years ended December 31, 2022, 2023, and 2024, include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these audited and unaudited financial statements. All such adjustments are of a normal recurring nature.

	2025			2024			2023
Net income/ (loss) from operations	$	(178,382	)	$	(336,909	)	$	(166,151	)
Other income / (loss)	$	(45,983	)	$	-		$	-
Net loss accumulated	$	(40,007,251	)	$	(39,919,349	)	$	(39,446,101	)
Loss per common share	$	(.005	)	$	(0.0067	)	$	(0.0036	)
Loss per common share — diluted	$	(.005	)	$	(0.0067	)	$	(0.036	)
Consolidated balance sheet data:
Total current liabilities	$	196,031		$	66,974		$	79,914
Stockholders’ Equity (deficit)	$	(64,748,103	)	$	(21,140	)	$	(68,184	)

98 Table of ~~Contents~~Content

~~Critical~~ITEM ~~Accounting~~7 ~~Policies~~— ~~and~~MANAGEMENT ~~Estimates~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Use~~The ofdiscussion ~~Estimates~~following should be read in conjunction with, and is qualified in its entirety by, the financial statements and the notes thereto included elsewhere in this Annual Report on Form 10-K.

~~The~~MANAGEMENT’S ~~financial~~DISCUSSION ~~statements~~AND ~~and~~ANALYSIS ~~related~~OF ~~disclosures~~FINANCIAL ~~are~~CONDITION ~~prepared~~AND inRESULTS ~~conformity~~OF with United States generally accepted accounting principles (“GAAP”). The Company must make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Estimates are used for, but not limited to revenue recognition, allowances for doubtful accounts, useful lives for depreciation and amortization, loss contingencies, income taxes, and the assumptions used for web site development cost classifications. Actual results may be materially different from those estimated. In making its estimated, the Company considers the current economic and legislative environment.OPERATIONS

~~Cash~~This Management’s Discussion and ~~Cash~~Analysis ~~Equivalents~~of Financial Condition and Results of Operations (“MD&A”) and other parts of this report include “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical facts and often address future events or our future performance. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “might,” “plan,” “predict,” “believe,” “should,” “could” and similar words or expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

~~The~~Forward-looking ~~Company~~statements ~~considers~~contained ~~all~~in ~~highly~~this ~~liquid~~MD&A ~~investments~~include ~~with~~statements anabout, ~~original~~among ~~maturity~~other ~~of 90-days or less to be cash equivalents.~~things:

~~Accounts~~· ~~Receivable~~potential benefits to be realized from our acquisitions during 2025 and impact on our financial condition and results of operations; · our beliefs regarding the market and demand for our products or the component products we resell; · our ability to develop and launch new products that are attractive to the market and stimulate customer demand for these products; · our expectations with respect to any strategic partnerships or other similar relationships we may pursue; · the competitive landscape of our industry; · general market, ~~Contract~~economic ~~Assets~~and political conditions; · our business strategies and ~~Contract~~objectives; ~~Liabilities~~· ~~(Deferred~~our ~~Revenue)~~expectations regarding our future operations and financial position, including revenues, costs and prospects, and our liquidity and capital resources, including cash flows, sufficiency of cash resources, efforts to reduce expenses and the potential for future financings; · our ability to remediate any material weakness and maintain effective internal control over financial reporting; and · the impact of the above factors and other future events on the market price and the liquidity of our stock.

~~Receivables~~9 ~~represent~~Table ~~both~~of trade receivables from customers in relation to fees for the Company’s services and unpaid amounts for benefit services provided by third-party vendors, such as healthcare providers for which the Company records a receivable for funding until the payment is received from the customer and a corresponding customer obligations liability until the Company disburses the balances to the vendors.Content

~~The~~RESULTS ~~Company~~OF ~~provides~~OPERATIONS for an allowance for doubtful accounts by specifically identifying accounts with a risk of collectability and providing an estimate of the loss exposure. The Company at December 31, 2024 had no accounts receivable., therefore an allowance for doubtful accounts is not provided for.

10Unless ~~Table~~the context otherwise requires, all references in this section as to the “Company,” “we,” “us” or “our” refer to the business of ~~Contents~~Global Asset Management Group, Inc. (formerly Kenilworth Systems Corporation) and its consolidated subsidiary.

The ~~Company~~following ~~records~~discussion ~~accounts~~and ~~receivable~~analysis ~~when~~of ~~its~~our ~~right~~financial tocondition ~~consideration~~and ~~becomes~~results ~~unconditional.~~of ~~Contract~~operations ~~assets~~should ~~primarily~~be ~~relate~~read totogether with the ~~Company~~financial ~~rights~~statements toand ~~consideration~~the related notes contained in this Annual Report on Form 10-K for ~~services~~the ~~provided~~fiscal year ended December 31, 2025. This discussion contains forward-looking statements that ~~they~~reflect ~~are~~our ~~conditional~~plans, onestimates, ~~satisfaction~~and beliefs that involve risks and uncertainties. As a result of ~~future~~many ~~performance~~factors, ~~obligations~~our actual results may differ materially from those anticipated in these forward-looking statements.

The ~~Company~~purpose ~~records~~of ~~contract~~this ~~liabilities~~section ~~(deferred~~is ~~revenue)~~to ~~when~~discuss ~~payments~~and ~~are~~analyze ~~made~~our orconsolidated ~~due~~financial ~~prior~~condition, toliquidity ~~the~~and ~~related~~capital ~~performance~~resources ~~obligations~~and ~~being~~results ~~satisfied.~~of ~~The~~operations ~~current~~for ~~portion of~~ the ~~Company~~years ~~contract~~ended ~~liabilities~~December is31, ~~included~~2025 inand ~~accrued liabilities in its consolidated balance sheets~~2024. ~~The Company does not have any material contract assets or long-term contract liabilities.~~

~~At December 31, 2023 and 2024, the Company had no deferred revenue.~~ Overview

~~Property~~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 ~~Equipment~~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.

~~Property~~Results and equipment are stated at cost and are depreciated using primarily the straight-line method over the following estimated useful lives: furniture, fixtures, manufacturing and computer equipment — 3 to 7 years; leasehold improvements — over estimated useful life of ~~asset.~~operations ~~Expenditures~~ for ~~renewals~~the ~~and~~year ~~betterments~~ended ~~are~~December ~~capitalized whereas expenditures for repairs and maintenance are charged to income as incurred. Upon sale or disposition of property and equipment~~31, ~~the~~2025 ~~difference between the unamortized cost~~ and the ~~proceeds~~period isended ~~recorded~~December as31, ~~either a gain or a loss.~~ 2024

~~Fair Value Measurements~~Revenues

~~The~~For ~~Company~~the ~~measures~~year ~~fair~~ended ~~value~~December ~~based~~31, on2025, the ~~price that the~~ Company ~~would~~has ~~receive~~generated ~~upon~~a ~~selling~~revenue anof ~~asset~~$95,309. orThe ~~pay~~revenue togenerated ~~transfer~~was amainly ~~liability~~from inthe anbusiness ~~orderly~~operations ~~transaction~~of ~~between~~its ~~market~~Bella ~~participants~~Rio atMarket ~~the~~Agency ~~measurement date~~subsidiary. ~~Various~~There ~~inputs~~was ~~are~~no ~~used~~revenue induring ~~determining~~2025 from the ~~fair~~Company’s ~~value~~real ofestate ~~assets~~development ~~or liabilities~~operations. ~~Inputs are classified into a three-tier hierarchy, summarized as follows:~~

~~Level~~For 1the –period ~~Quoted~~ended ~~prices~~December in31, ~~active~~2024, ~~markets~~the ~~for~~Company ~~identical~~generated ~~assets~~revenue orof ~~liabilities~~$5,000 from the former business operations of Kennilworth Systems Corporation.

~~Level~~Cost 2of ~~– Other significant observable inputs~~revenues

~~Level~~For 3the –year ~~Significant~~ended ~~unobservable~~December ~~inputs~~31, 2025, the Company had cost of revenues in the amount of $1,864, representing overhead costs of Bella Rio Marketing Agency. For the period ended December 31, 2024, the Company had no cost of revenues.

~~When~~General ~~Level 1 inputs are not available, the Company measures fair value using valuation techniques that maximize the use of relevant observable inputs (Level 2)~~ and ~~minimizes~~Administrative ~~the use of unobservable inputs (Level 3).~~Expenses

~~Revenue~~For ~~Recognition~~the year ended December 31, 2025, the Company incurred general and administrative expenses of $202,174, which included $80,254 in amortization expenses and $66,773 in interest expenses.

InFor ~~May 2014,~~ the ~~FASB~~period ~~issued~~ended ~~ASU~~December ~~2014-09~~31, ~~Revenue from Contracts with Customers~~2024, ~~and issued subsequent amendments to~~ the ~~initial~~Company ~~guidance~~incurred ingeneral ~~August 2015, March 2016, April 2016, May 2016,~~ and ~~December~~administrative ~~2016~~expenses ~~within~~of ~~ASU 2015-14~~$297,174. ~~ASU~~These ~~2016-08,~~were ~~ASU~~primarily ~~2016-10,~~comprised ~~ASU~~of ~~2016-12~~accounting and ~~ASU~~audit ~~2016-20~~fees, ~~respectively. The core principle of this new revenue recognition guidance is that a~~ company ~~will~~incorporation recognize revenue when promised goods or services are 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 new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the naturefees, ~~amount,~~bank ~~timing~~charges, and ~~uncertainty~~legal ~~of revenue~~ and ~~cash~~professional ~~flows arising from contracts with customers~~fees. ~~The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach.~~

OnNet January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company's current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer. The Company has enhanced its disclosures of revenue to comply with the new guidance.Loss

~~Results~~For ~~for~~the ~~reporting~~year ~~periods~~ended ~~beginning~~December ~~after January 1~~31, ~~2018 are presented under ASC Topic 606~~2025, ~~while~~the ~~prior~~Company ~~period~~incurred ~~amounts~~a ~~were~~net ~~not~~loss ~~adjusted~~of ~~and continue to be reported in accordance with ASC Topic 605~~($153, ~~"Revenue Recognition~~729)."

WeFor ~~recognize~~the ~~revenue~~period ~~for~~ended ~~merchandise~~December ~~sales~~31, ~~net of expected returns and sales tax~~2024, at the ~~time~~Company ofincurred ~~delivery of the product to our customers. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and~~ a ~~liability~~net isloss ~~established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost~~ of ~~sales for our right to recover returned merchandise. At each financial reporting date~~($336, ~~we assess our estimates of expected returns, refund liabilities and return assets~~909). Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to customers relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.

~~Income~~10 ~~Taxes~~Table ~~and~~of ~~Uncertain Tax Positions~~Content

~~The~~ Liquidity ~~Company accounts for income taxes in accordance with the accounting guidance on income taxes. Deferred tax assets~~ and ~~liabilities~~Capital are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The difference is related to a change in the tax accounting method.Resources

11The ~~Table~~Company’s cash and cash equivalents has increased from $834 as of ~~Contents~~December 31, 2024 to $49,077 as of December 31, 2025, due to proceed from sale of common stock. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

AThe ~~valuation~~Company’s ~~allowance~~ability to continue as a going concern is ~~recorded~~dependent ~~against~~upon ~~deferred~~improving ~~tax~~its ~~assets~~profitability inand ~~these~~the ~~cases~~continuing ~~when~~financial ~~management~~support ~~does~~from ~~not~~its ~~believe~~major ~~that~~shareholders. Management believes the ~~realization~~existing isshareholders ~~more~~or ~~likely~~external ~~than~~financing ~~not~~will provide additional cash to meet the Company’s obligations as they become due. ~~While~~Despite ~~management~~the ~~believes~~amount of funds that ~~its~~the ~~judgements~~Company ~~and~~has ~~estimates~~raised ~~regarding~~in ~~deferred~~the ~~tax~~past, ~~assets~~no ~~and~~assurance ~~liabilities~~can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are ~~appropriate~~satisfactory to the Company. Even if the Company can obtain additional financing, ~~significant~~if ~~differences~~needed, it may contain undue restrictions on its operations, in ~~actual~~the ~~results~~case ~~may~~of ~~materially~~debt ~~affect~~financing, or cause substantial dilution for its shareholders, in the ~~Company’s~~case ~~future~~of ~~financial~~equity ~~results~~financing.

~~For~~Cash ~~financial~~Used reporting purposes, the Company recognizes tax positions claimed or expected to be claimed based upon whether it is more likely than not that the tax position will be sustained upon examination. The Company has no tax positions as of December 31, 2024 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibles. Interest, if any, related to income tax liabilities is included in ~~interest~~Operating ~~expense. Penalties, if any, related to income tax liabilities are included in operating expense. The Company is subject to examination for federal and state authorities for years 2015 and thereafter.~~Activities

~~The~~Net ~~Company~~cash ~~reports~~used ~~their~~in ~~deferred~~operating ~~tax~~activities ~~liabilities~~was ~~and~~$(39,793) ~~deferred~~for ~~tax~~the ~~assets,~~year ~~together~~ended asDecember a31, ~~single~~2025. ~~noncurrent~~The ~~item~~cash onused ~~their~~in ~~classified~~operating ~~balance~~activities ~~sheet~~was asattributable ~~required~~to by the ~~Financial~~net ~~Accounting~~loss, ~~Standards~~increase ~~Board’s~~in ~~(“FASB”)~~inventories, ~~Accounting~~and ~~Standards~~increase ~~Update~~in ~~(“ASU”)~~deposits ~~No.~~and ~~2015-7~~prepayments, ~~“Income~~contra ~~Taxes~~by ~~(Topic~~increase ~~740)~~in –other ~~Balance~~payables ~~Sheet~~and ~~Classification~~accrued ofliabilities, ~~Deferred~~and ~~Taxes”~~amount ~~(ASU~~due ~~2015-17)~~to a related party.

~~Recent~~Net ~~Accounting~~cash ~~Pronouncements~~used in operating activities was $(341,364) for the year ended December 31, 2024.

~~The~~Cash ~~Company~~Used ~~qualifies~~in asInvesting an emerging growth company (“EGC”) under the Jumpstart Our Business Startups Act (JOBS Act) which qualifies it to use the private company application dates for all FASB issued ASUs for its first five years of operation after going public. The Company has elected to use the private company application dates for all accounting pronouncements discussed below.Activity

InFor ~~May 2014,~~ the ~~FASB~~year ~~issued~~ended ~~ASU~~December ~~No. 2014-09~~31, ~~Revenue~~ ~~from Contracts with Customers (Topic 606) (“ASU 2014-09”)~~2025, ~~requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to~~ ~~customers. The updated standard will replace most existing revenue recognition guidance in GAAP when it becomes effective and permits~~ the use of either a full retrospective or retrospective with cumulative effect transition method. The FASB has also issued several updates to ASU 2014-09. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year, making it effective for annual reporting periods beginning after December 15, 2018. The Company ~~has~~did not ~~yet~~generate ~~selected~~nor aused ~~transition~~any ~~method~~cash ~~and~~in isinvesting ~~currently evaluating the impact the adoption of this guidance will have on its financial statements~~activity.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use (ROU) asset for all leases. For ~~finance leases,~~ the ~~lessee~~period ~~would~~ended recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The new lease guidance also simplified the accounting-for-sale and leaseback transactions, primarily because lessees must recognize lease assets and lease liabilities. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which provides clarity on various narrow aspects of the original guidance. Also, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which amends the lease guidance on separating components of a contract. In December ~~2018~~31, ~~the FASB issued ASU No. 2018-20~~2024, ~~Leases~~ ~~(Topic 842): Narrow-Scope Improvements for Lessors, which provides an accounting policy election for lessors. In March 2019,~~ the ~~FASB~~Company ~~issued~~did ~~ASU~~not ~~No.~~generate ~~2019-01, Leases~~nor ~~(Topic~~used ~~842):~~any ~~Codification Improvements, which clarifies the lease codification surrounding fair value determination, presentation on the~~ cash flow statement, and transition disclosure. The standards are effective for annual and interim reporting periods within those years beginning after December 15, 2020, and early adoption is permitted. This ASU should be applied through a modified, retrospective transition approach for leases existing at-or entered into after-evaluation, at the beginning of the earliest comparative period presented in ~~the~~investing ~~financial statements~~activity. ~~The Company’s management expects the new guidance to have a material impact on its financial statements.~~

~~In August 2016, the FASB issued ASU No. 2016-15, Statement of~~ Cash ~~Flows~~Provided ~~(Topic~~by ~~230):~~Financing Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on how certain cash receipts and cash payments should be presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. ASU 2016-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. ASU 2016-15 requires a retrospective transition method. However, if it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of this guidance will have on its statement of cash flows.Activities

InFor ~~January 2017,~~ the ~~FASB~~year ~~issued~~ended ~~ASU~~December ~~No.~~31, ~~2017-04~~2025, ~~Intangibles-Goodwill~~ ~~and Other (Topic 350): Simplifying~~ the ~~Test~~Company ~~for~~issued ~~Goodwill Impairment (“ASU 2017-04”). The ASU simplifies the measurement of goodwill impairment by eliminating the requirement that~~ an ~~entity~~aggregated ~~compute the implied fair value~~ of ~~goodwill based on the fair values of its assets and liabilities to measure impairment. Instead~~ 2, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The ASU also clarifies the treatment of the income tax effect of tax deductible goodwill when measuring goodwill impairment loss. ASU 2017-04 is effective for reporting periods beginning after December 15554,183 shares ~~2021. The Company’s management does not expect the adoption~~ of ~~this~~its ~~new~~common ~~guidance to have a material effect on the Company’s financial statements~~stock.

12Net ~~Table~~cash provided by financing activities was $88,035 for the year ended December 31, 2025, which was primarily due to proceed from sale of ~~Contents~~common stock.

InOn ~~June~~September ~~2018~~9, ~~the FASB issued ASU No. 2018-07~~2024, ~~Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting. The amendments in this ASU expand~~ the ~~scope~~Company ofsold ~~Topic~~3,480,000 ~~718~~Common toStock ~~include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718~~ to ~~nonemployee~~3 ~~awards~~private ~~except~~investors ~~for~~at ~~specific guidance on inputs to an option pricing model and~~ the ~~attribution~~purchase ofprice ~~cost (that is, the period~~ of ~~time over which share-based payment awards vest and the pattern of cost recognition over that period)~~$0.002 ~~The~~per ~~amendments specify that Topic 718 applies to all~~ share~~-based~~, ~~payment transactions in which a grantor acquires goods~~ or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the ~~issuer~~total orpurchase ~~(2)~~price ~~awards granted in conjunction with selling goods or services to customers as part~~ of ~~a contract accounted for under Topic 606~~$6, ~~Revenue from Contracts with Customers~~960. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company’s management does not expect the adoption of this new guidance to have a material effect on the Company’s financial statements.

~~The~~Net ~~Company~~cash ~~does~~provided ~~not~~by ~~believe~~financing ~~any~~activities ~~other~~was ~~recently~~$(322,500) ~~issued~~for ~~but~~the ~~not~~year ~~yet~~ended ~~effective~~December ~~accounting~~31, ~~pronouncement~~2024, ifwhich ~~adopted,~~was ~~would~~primarily ~~have~~due ato ~~material~~proceed ~~effect~~from onsale ~~its~~of ~~present~~common orstock, ~~future~~advances ~~financial~~from ~~statements~~related party and advances from director.

Off-Balance Sheet ~~Arrangements~~Arrangement

~~The~~We ~~Company~~have ~~does~~no ~~not engage in~~ off-balance sheet ~~transactions~~arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2025.

~~CAUTIONARY~~11 ~~STATEMENT~~Table ~~FOR~~of ~~PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND RISK FACTORS~~Content

~~The~~Contractual information contained in this Form 10-K and Kenilworth’s other filings with the Securities Exchange Commission contain “forward-looking” statements within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created thereby. Such information involves important risks and uncertainties.Obligation

~~Forward-Looking~~As ~~Statements~~of December 31, 2025, we have no material contractual obligations.

~~The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward~~Forward-~~looking~~Looking statements. Certain information included in this Annual Report on this Form 10-K 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-K 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-K report for the year ended December 31, 2024, and subsequent events reported in this FORM 10-K.Statements

~~Risk~~The &Private ~~Uncertainties~~Securities Litigation ReformAct of 1995 provides a “safe harbor” for forward-looking statements. Certain information included in this Annual Report on this Form 10-K 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 Form10-K 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-K Report for the period ended December 31, 2025, and the subsequent events reported in this Form10-K.

~~Going~~Risks ~~Concern~~and Uncertanties

In an effort to have ~~Kenilworth~~GLOBAL ~~Systems~~ASSET ~~Corporation~~MANAGEMENT GROUP, INC. reorganize and restructure its business model the company has begun looking into ways to ~~monetize~~expand ~~their~~its ~~proprietary~~business ~~data access~~operations, to seek accretive business combinations, and to identify ~~Nasdaq-qualified~~acquisition ~~merger~~ candidates that are ~~privately held~~ seeking ~~a public listing of their shares~~liquidity. We have no way to predict the future of this company; however, with our recent acquisitions currently the ~~corporation~~Company shows ~~indications~~the ofability to have significant growth moving ~~into~~forward ~~2025~~in 2026.

13We ~~Table~~will need to raise funds to commence fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of ~~Contents~~our common. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.

~~RISK~~Basis ~~FACTORS~~of Presentation

~~Our~~The ~~business~~audited ~~involves~~Consolidated ~~significant~~financial ~~risks~~statements ~~and~~of ~~uncertainties,~~the ~~many~~Company offor ~~which~~the ~~are~~fiscal ~~beyond~~years ~~our~~ended ~~control~~December 31, 2023, 2024, and ~~any~~2025, ~~investment~~include ina summary of our ~~common~~significant ~~stock~~accounting ~~involves~~policies aand ~~high~~should ~~degree~~be ofread ~~risk.~~in ~~Discussed~~conjunction with the discussion below. ~~are~~In ~~many~~the opinion of ~~the~~management, all material ~~risk~~adjustments ~~factors~~necessary ~~faced~~to bypresent usfairly ~~that~~the ~~may~~results of operations for such periods have anbeen ~~impact~~included onin ~~our~~these ~~future~~audited ~~results~~and unaudited financial statements. All such adjustments are of a normal recurring nature.

~~RISKS~~Critical ~~RELATED~~Accounting TOPolicies ~~OUR~~and ~~COMPANY~~Estimates

~~The~~Use ~~Company Operating Subsidiary is a Development Stage Business, With A Limited History~~ of ~~Operations~~Estimates

~~Our~~The ~~new~~financial ~~operating~~statements ~~subsidiary,~~and ~~Regenecell,~~related ~~Inc.,~~disclosures ~~commenced~~are ~~operations~~prepared in ~~2023~~conformity aswith aUnited ~~Florida~~States ~~Corporation.~~generally ~~Accordingly,~~accepted ~~the~~accounting ~~Company~~principles ~~has only limited history upon which an evaluation of its prospects and future performance can be made~~(“GAAP”). The Company’s ~~proposed~~must ~~operations~~make ~~are~~estimates ~~subject~~and tojudgments ~~all~~that ~~business~~affect ~~risks~~the ~~associated~~amounts ~~with~~reported ~~new~~in ~~enterprises.~~the ~~The~~financial ~~likelihood~~statements ofand ~~the~~accompanying ~~Company’s~~notes. ~~success~~Estimates ~~must~~are beused ~~considered~~for, inbut ~~light~~not oflimited ~~the~~to ~~problems,~~revenue ~~expenses~~recognition, ~~difficulties,~~allowances ~~complications,~~for ~~and~~doubtful ~~delays~~accounts, ~~frequently~~useful ~~encountered~~lives infor ~~connection~~depreciation ~~with~~and ~~the~~amortization, ~~expansion~~loss ~~of a business~~contingencies, ~~operation~~income ~~in a competitive industry~~taxes, and the ~~continued~~assumptions ~~development~~used offor ~~advertising,~~web ~~promotions~~site ~~and~~development acost ~~corresponding customer base~~classifications. ~~There~~Actual isresults amay ~~possibility~~be ~~that~~materially ~~the~~different ~~Company~~from ~~could~~those ~~sustain losses in the future~~estimated. ~~There~~In ~~can~~making beits noestimated, ~~assurances~~the ~~that~~Company considers the ~~Company~~current ~~will~~economic ~~operate~~and ~~profitably~~legislative environment.

~~Investment~~12 InTable ~~Our Company Involves a High Degree~~ of ~~Risk.~~Content

AnCash investment in the securities of our Company involves a high degree of risk. This Annual Report on Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements and ~~Investors~~Cash should not place undue reliance on such forward-looking statements which speak only as of the date of this Report. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue” or comparable terminology are intended to identify forward-looking statements. The Company’s actual results could differ materially from those anticipated in these statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this Report. The Company assumes no obligation for updating any such forward-looking statements. In addition to the other information in this Report, the following risk factors should be considered carefully in evaluating the Company and its business before investing in the Shares offered herebyEquivalents

~~Unanticipated~~The ~~Obstacles~~Company toconsiders ~~Execution~~all highly liquid investments with an original maturity of ~~the~~90-days ~~Business~~or ~~Plan~~less to be cash equivalents.

~~The~~Accounts ~~Company’s business plans and strategies may change considerably. We have acquired Regenecell~~Receivable, ~~Inc.~~Contract asAssets ~~a 60%-owned subsidiary with the intention of expanding its business operations,~~ and toContract ~~make~~Liabilities ~~additional~~(Deferred acquisitions going forward. Although at present we are contemplating additional acquisitions of consumer products and technology companies, there can be no guarantee that our expansion plans will be successful. In addition, future acquisitions may be capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Our planned growth will require significant capital expenditures, and adequate funding may not be available to our Company. In addition, our expansion plans will also place a great deal of strain on our management team, most of whom have not had experience managing large complex business operations. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events. Revenue)

WeReceivables ~~May~~represent ~~Not~~both Betrade ~~Able~~receivables from customers in relation to ~~Attract~~fees for the Company’s services and ~~Retain~~unpaid ~~Key~~amounts ~~Personnel~~for benefit services provided by third-party vendors, such as healthcare providers for which the Company records a receivable for funding until the payment is received from the customer and a corresponding customer obligations liability until the Company disburses the balances to the vendors.

~~Our success depends on the efforts of our management team, especially Daniel Snyder and Steven Swank, our two Officers.~~ The ~~loss~~Company ofprovides ~~services~~for ofan ~~one~~allowance orfor ~~more~~doubtful ofaccounts ~~these~~by ~~key~~specifically ~~people~~identifying ~~would~~accounts ~~have~~with a ~~negative~~risk ~~effect~~of oncollectability ~~our~~and ~~ability~~providing toan ~~conduct~~estimate ~~our operations. Currently we do not have key man life insurance on any~~ of the ~~members~~loss ~~of our management team~~exposure. ~~Our~~The ~~success~~Company ~~also~~at ~~depends~~December ~~on our ability to hire and retain additional qualified executive~~31, ~~production,~~2024 ~~investor~~had ~~management~~no ~~and~~accounts ~~marketing personnel~~receivable., Wetherefore ~~cannot~~an ~~assure~~allowance ~~that~~for wedoubtful ~~will~~accounts beis ~~able~~not toprovided ~~hire or retain necessary personnel~~for.

~~RISKS~~The ~~RELATED~~Company TOrecords ~~OUR~~accounts ~~INDUSTRY~~receivable when its right to consideration becomes unconditional. Contract assets primarily relate to the Company rights to consideration for services provided that they are conditional on satisfaction of future performance obligations.

WeThe ~~Are~~Company ~~Subject~~records tocontract ~~Federal,~~liabilities ~~State~~(deferred ~~and~~revenue) ~~Local~~when ~~Government~~payments ~~Regulations~~are ~~Affecting~~made or due prior to the ~~Manufacture~~related ~~and~~performance ~~Sale~~obligations being satisfied. The current portion of ~~Our Products~~the ~~and~~Company ~~Services~~contract liabilities is included in accrued liabilities in its consolidated balance sheets. The Company does not have any material contract assets or long-term contract liabilities.

~~Our~~At ~~current~~December ~~business operations and the provision of international medical tourism services are subject to a number of federal~~31, ~~state~~2025 and ~~local environmental laws and regulations. These laws~~2024, ~~regulations or~~ the ~~nature~~Company ofhad ~~our~~no ~~operations~~deferred ~~may require us to make significant additional capital expenditures to ensure compliance in the future~~revenue. Our failure to comply with regulatory requirements and laws could result in the termination of our operations, impositions of fines, or liabilities in excess of our capital resources. We do not maintain business liability insurance, and if we are required to pay the expenses related to any regulatory liabilities, these expenses could have a material adverse effect on our operations.

~~Consumer~~Property ~~Discretionary Spending May Affect Purchases of Our Products~~ and ~~Services~~Equipment

~~Purchases~~Property ofand ~~the~~equipment ~~products~~are stated at cost and ~~services~~are ~~that~~depreciated weusing ~~offer~~primarily ~~may~~the bestraight-line ~~considered~~method ~~discretionary~~over ~~for~~the ~~consumers.~~following ~~Our~~estimated ~~success~~useful ~~will~~lives: ~~therefore~~furniture, befixtures, ~~influenced~~manufacturing byand acomputer ~~number~~equipment of— ~~economic~~3 ~~factors~~to ~~affecting~~7 ~~discretionary~~years; ~~consumer~~leasehold ~~spending,~~improvements ~~such~~— asover ~~employment~~estimated ~~levels,~~useful ~~business~~life ~~conditions,~~of ~~interest~~asset. ~~rates~~Expenditures for renewals and ~~taxation~~betterments ~~rates,~~are ~~all~~capitalized ofwhereas ~~which~~expenditures for repairs and maintenance are ~~not~~charged ~~under~~to ~~our~~income ~~control~~as incurred. ~~Adverse~~Upon ~~economic~~sale ~~changes~~or ~~affecting~~disposition ~~these~~of ~~factors~~property ~~may~~and ~~restrict~~equipment, ~~consumer~~the ~~spending~~difference between the unamortized cost and ~~thereby~~the ~~adversely~~proceeds ~~affect~~is ~~our~~recorded ~~growth~~as ~~and~~either ~~profitability~~a gain or a loss.

IfFair WeValue ~~Are Unable to Expand Our Business Operations and Capacities There Will Be An Adverse Effect to Our Business Plan.~~Measurements

WeThe ~~must~~Company ~~increase~~measures ~~the~~fair ~~marketing~~value ~~and~~based ~~variety~~on ofthe ~~our~~price ~~international~~that ~~medical~~the ~~tourism~~Company ~~services~~would ~~and~~receive ~~products~~upon ~~before~~selling wean ~~will~~asset beor ~~able~~pay to ~~significantly~~transfer ~~increase~~a ~~our~~liability ~~market share~~ in ~~the~~an ~~industry. Increasing~~orderly ~~our~~transaction ~~business~~between ~~operations~~market ~~will~~participants ~~involve~~at ~~hiring~~the ~~additional~~measurement ~~personnel,~~date. ~~and~~Various ~~spending~~inputs ~~significant~~are ~~funds~~used onin ~~marketing~~determining ~~and~~the ~~advertising.~~fair ~~This~~value ~~will~~of ~~require~~assets ~~significant~~or ~~capital~~liabilities. ~~expenditures,~~Inputs ~~and~~are weclassified ~~cannot~~into ~~guarantee~~a ~~that~~three-tier wehierarchy, ~~will~~summarized beas ~~able to expand our manufacturing and marketing capabilities.~~ follows:

14Level ~~Table~~1 of– ~~Contents~~Quoted prices in active markets for identical assets or liabilities

~~Control~~Level of2 ~~the~~– ~~Company~~Other significant observable inputs

~~The~~Level ~~current~~3 ~~Officers~~– ~~and~~Significant ~~Directors~~unobservable shall contribute such time to the Company business as is reasonably necessary to effectively operate and manage said activities of the Company, shall have sole control over all operations of the Company, and shall be compensated for reasonable and necessary expenses incurred in the operation and management of the Company business.inputs

ItWhen isLevel ~~understood~~1 ~~and~~inputs ~~agreed~~are ~~that~~not available, the ~~Officers~~Company ~~and~~measures ~~Directors~~fair ~~may~~value beusing ~~actively~~valuation ~~engaged~~techniques ~~in other business activities and pursuits, and~~ that itmaximize isthe ~~not~~use ~~hereby~~of inrelevant ~~any~~observable ~~way~~inputs ~~prevented~~(Level ~~from~~2) ~~continuing said activities~~ and ~~pursuits.~~minimizes ~~However~~the ~~said~~use ~~activities~~of ~~and~~unobservable ~~pursuits~~inputs ~~shall~~(Level ~~not be such as to harm or adversely affect this Company~~3).

~~Daniel~~13 ~~Snyder,~~Table ~~the President and Chief Executive Office~~ of the Company, currently owns 46,000,000 Shares of Common Stock, representing approximately ____% of the issued and outstanding Common Stock, and therefore has the ability to elected members of the Board of Directors and to control the operations of the Company.Content

~~Lack~~Revenue ~~of Liquidity for Public Trading of our Shares~~Recognition

~~There~~In isMay a2014, ~~limited~~the ~~public~~FASB ~~market~~issued ~~for~~ASU ~~our~~2014-09, ~~Shares~~Revenue from Contracts with Customers, ~~which~~and ~~currently~~issued ~~trade~~subsequent onamendments to the ~~OTC~~initial ~~“Pink”~~guidance ~~Market~~in ~~under~~August ~~the~~2015, ~~trading~~March ~~symbol~~2016, ~~“KENS”~~April 2016, May 2016, and ~~there~~December ~~can~~2016 bewithin noASU ~~assurance~~2015-14, ~~that~~ASU ~~any~~2016-08, ~~public~~ASU ~~market~~2016-10, ASU 2016-12 and ASU 2016-20, respectively. The core principle of this new revenue recognition guidance is that a company will ~~continue~~recognize revenue when promised goods or services are transferred to ~~exist~~customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance defines a five-step process to achieve this core principle. The new guidance also requires more detailed disclosures to enable users of financial statements to understand the ~~Company’s~~nature, ~~securities~~amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance provides for two transition methods, a full retrospective approach and a modified retrospective approach.

On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method with no impact to the opening retained earnings and determined there were no changes required to its reported revenues as a result of the adoption. An analysis of contracts with customers under the new revenue recognition standard was consistent with the Company’s current revenue recognition model, whereby revenue is recognized primarily on the date products are shipped to the customer. The Company ~~Could~~has ~~Potentially~~enhanced ~~Face~~its ~~Risks~~disclosures ~~Associated~~of revenue to comply with ~~Institutional~~the ~~Borrowing~~new guidance.

~~The~~Results ~~Company’s~~for ~~business~~reporting ~~plan~~periods ~~anticipates~~beginning ~~that~~after itJanuary ~~may from time to time obtain bank or institutional financing in connection with its business operations. Should the Company obtain secured bank debt in the future~~1, ~~possible~~2018 ~~risks~~are ~~could~~presented ~~arise.~~under IfASC ~~the~~Topic ~~Company incurs additional indebtedness~~606, awhile ~~portion~~prior ofperiod ~~the~~amounts ~~Company’s~~were ~~cash~~not ~~flow~~adjusted ~~will have to be dedicated to the payment of principal~~ and ~~interest~~continue on such new indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to ~~meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would~~ be ~~senior~~reported ~~to the rights of shareholders of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting~~ in aaccordance ~~material~~with ~~adverse~~ASC ~~effect~~Topic ~~on the Company’s business~~605, ~~operating~~“Revenue ~~results or financial condition~~Recognition.”

~~ITEM~~We 8recognize —revenue ~~FINANCIAL~~for ~~STATEMENTS~~merchandise sales, net of expected returns and sales tax, at the time of delivery of the product to our customers. When merchandise is shipped to our customers, we estimate receipt based on historical experience. Revenue is deferred and a liability is established for sales returns based on historical return rates and sales for the return period. We recognize an asset and corresponding adjustment to cost of sales for our right to recover returned merchandise. At each financial reporting date, we assess our estimates of expected returns, refund liabilities and return assets. Our performance obligations for unfulfilled merchandise orders are typically satisfied within one week. Shipping and handling fees charged to customers relate to fulfillment activities and are included in net sales with the corresponding costs recorded in cost of sales.

~~The~~Income ~~financial~~Taxes ~~statements,~~and ~~the~~Uncertain ~~accompanying~~Tax ~~notes are filed as part of this Report annexed at the end of this report. See ITEM 15.~~Positions

~~ITEM~~The 9Company —accounts ~~CHANGES~~for ~~AND~~income ~~DISAGREEMENTS~~taxes ~~WITH~~in ~~ACCOUNTANTS~~accordance ONwith ~~ACCOUNTING~~the ~~AND~~accounting ~~FINANCIAL~~guidance ~~DISCLOSURE~~on income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis, and net operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The difference is related to a change in the tax accounting method.

~~The~~A ~~Company~~valuation ~~has~~allowance nois ~~disagreements~~recorded ~~with~~against deferred tax assets in these cases when management does not believe that the realization is more likely than not. While management believes that its ~~accountant~~judgements orand ~~Auditor~~estimates regarding deferred tax assets and liabilities are appropriate, significant differences in actual results may materially affect the Company’s future financial results.

~~ITEM~~For 9Afinancial —reporting ~~CONTROLS~~purposes, ~~AND~~the ~~PROCEDURES~~Company recognizes tax positions claimed or expected to be claimed based upon whether it is more likely than not that the tax position will be sustained upon examination. The Company has no tax positions as of December 31, 2024 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibles. Interest, if any, related to income tax liabilities is included in interest expense. Penalties, if any, related to income tax liabilities are included in operating expense. The Company is subject to examination for federal and state authorities for years 2015 and thereafter.

The Company reports their deferred tax liabilities and deferred tax assets, together as a single noncurrent item on their classified balance sheet as required by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Update (“ASU”) No. 2015-7 “Income Taxes (Topic 740) ~~Disclosure~~– ~~Controls~~Balance ~~and~~Sheet ~~Procedures~~Classification of Deferred Taxes” (ASU 2015-17).

~~Management~~14 isTable responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer (PEO) and Principal Accounting Officer (PAO) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with US GAAP. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Content

AsRecent of December 31, 2024, our management, including our PEO and PAO, assessed the effectiveness of our internal control over financial reporting using the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (commonly referred to as COSO). Based on this assessment, our management concluded that our internal control over financial reporting was effective based on those criteria. The registered public accounting firm that audited our consolidated financial statements in Part IV within this Annual Report has issued an attestation report on our internal control over financial reporting. Refer to Part IV, “Report of Independent Registered Public Accounting ~~Firm - Internal Control Over Financial Reporting,” on page F-2 within this Annual Report.~~Pronouncements

The Company ~~has~~qualifies evaluated, under the supervision and with the participation of the Company’s management including the Company’s Chairman, President and Principal Executive Officer, and the Company’s Principal Accounting Officer. The effectiveness of the Company’s disclosure controls and procedures (as ~~defined~~an inemerging ~~Rules~~growth ~~13a-15(e)~~company ~~and 15d-15~~ (e“EGC”) under the ~~Securities~~Jumpstart ~~Exchange~~Our ~~Act~~Business ofStartups ~~1934,~~Act ~~as amended~~ (~~the~~JOBS ~~“Exchange~~ Act”) aswhich ofqualifies ~~the~~it ~~end~~to ofuse the ~~period~~private ~~covered~~company byapplication ~~this~~dates ~~Report.~~for ~~Because of the inherent limitations in~~ all ~~control~~FASB ~~systems,~~issued ~~evaluation~~ASUs offor ~~controls~~its ~~can~~first ~~provide~~five ~~only~~years ~~reasonable assurance that all control issues and instances~~ of ~~fraud,~~operation ifafter ~~any,~~going ~~within the Company have been detected~~public. ~~However,~~The ~~based on that evaluation, the~~ Company’s ~~Chairman~~has ~~and~~elected ~~Chief~~to ~~Executive~~use ~~Officer and~~ the ~~Company’s~~private ~~Principal~~company ~~Accounting~~application ~~Officer,~~dates ~~have~~for ~~concluded~~all ~~that~~accounting ~~the~~pronouncements ~~Company’s~~discussed ~~disclosure controls and procedures were effective as of the end of the period covered by this Report at a reasonable assurance level~~below.

bIn May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU ~~Changes~~2014-09”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenue recognition guidance in ~~Internal~~GAAP ~~Control~~when ~~over~~it ~~Financial~~becomes ~~Reporting~~effective and permits the use of either a full retrospective or retrospective with cumulative effect transition method. The FASB has also issued several updates to ASU 2014-09. In August 2015, the FASB issued ASU 2015-14 which defers the effective date of ASU 2014-09 one year, making it effective for annual reporting periods beginning after December 15, 2018. The Company has not yet selected a transition method and is currently evaluating the impact the adoption of this guidance will have on its financial statements.

~~There~~In ~~was~~February no2016, ~~change~~the FASB issued ASU No. 2016-02, Leases (Topic 842), which revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use (ROU) asset for all leases. For finance leases, the lessee would recognize interest expense and amortization of the ROU asset, and for operating leases, the lessee would recognize a straight-line total lease expense. The new lease guidance also simplified the accounting-for-sale and leaseback transactions, primarily because lessees must recognize lease assets and lease liabilities. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which provides clarity on various narrow aspects of the original guidance. Also, in July 2018, the ~~Company’s~~FASB ~~internal~~issued ~~control~~ASU ~~over~~No. ~~financial~~2018-11, Leases ~~reporting~~(Topic ~~that~~842): ~~occurred~~Targeted ~~during~~Improvements, which amends the lease guidance on separating components of a contract. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842): Narrow-Scope Improvements for Lessors, which provides an accounting policy election for lessors. In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements, which clarifies the lease codification surrounding fair value determination, presentation on the cash flow statement, and transition disclosure. The standards are effective for annual ~~period~~and ~~ending~~interim reporting periods within those years beginning after December 3115, ~~2024~~2020, ~~that~~and ~~has~~early ~~materially~~adoption ~~affected~~is permitted. This ASU should be applied through a modified, retrospective transition approach for leases existing at-or isentered ~~reasonably~~into ~~likely~~after-evaluation, toat ~~materially~~the ~~affect~~beginning of the earliest comparative period presented in the financial statements. The Company’s ~~internal~~management ~~control~~expects ~~over~~the new guidance to have a material impact on its financial ~~reporting~~statements.

In August 2016, the FASB issued ASU No. 2016-15, Statement ~~Table~~of Cash Flows (Topic 230): Classification of ~~Contents~~Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 provides guidance on how certain cash receipts and cash payments should be presented and classified in the statement of cash flows with the objective of reducing existing diversity in practice with respect to these items. ASU 2016-15 is effective for annual periods, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. ASU 2016-15 requires a retrospective transition method. However, if it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact the adoption of this guidance will have on its statement of cash flows.

~~PART~~In ~~III~~January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). The ASU simplifies the measurement of goodwill impairment by eliminating the requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment. Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit. The ASU also clarifies the treatment of the income tax effect of tax deductible goodwill when measuring goodwill impairment loss. ASU 2017-04 is effective for reporting periods beginning after December 15, 2021. The Company’s management does not expect the adoption of this new guidance to have a material effect on the Company’s financial statements.

~~ITEM~~In 10June —2018, ~~DIRECTORS~~the ~~AND~~FASB ~~EXECUTIVE~~issued ~~OFFICERS~~ASU OFNo. ~~THE~~2018-07, ~~REGISTRANT~~Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment Accounting. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in the ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company’s management does not expect the adoption of this new guidance to have a material effect on the Company’s financial statements.

NAME	AGE	OFFICES AND POSITIONS HELD	FIRST ELECTED DIRECTOR OF KENILWORTH
DAN W. SNYDER	73	CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER	2022
STEVEN SWANK	84	DIRECTOR, SECRETARY, AND PRINCIPAL ACCOUNTING OFFICER	2023
RICHARD J CRUSE	84	DIRECTOR	2023
JAY A. CUNNINGHAM, SR.	86	DIRECTOR	2023

Table of Content

~~DAN~~The ~~W. SNYDER is currently the Chairman of the Board of Directors and serves as President and Chief Executive Officer of the~~ Company. ~~Mr.~~does ~~Snyder~~not isbelieve anany ~~experienced~~other ~~public~~recently ~~company~~issued ~~officer~~but ~~with~~not ~~demonstrated~~yet ~~leadership~~effective ~~abilities~~accounting ~~directing efforts in sales and operations~~pronouncement, ~~corporate~~if ~~development~~adopted, ~~corporate~~would ~~governance,~~have ~~and~~a ~~overseeing~~material ~~financial~~effect ~~activities.~~on ~~His~~its ~~extensive~~present ~~experience conducting analytical process for merger~~ or ~~acquisition~~future ~~candidates,~~financial ~~capital formation and financings of all types will support the Company’s continuing business operations~~statements. ~~Mr. Snyder is expected to leverage his experience in accounting, finance, the capital markets, data management and enterprise IT solutions as the Company expands its operations.~~

~~STEVEN~~ITEM ~~SWANK~~8 ~~was~~— ~~appointed~~FINANCIAL as a Director, Secretary, and Principal Accounting Officer of the Company in September, 2023 following the acquisition by the Company of a 60% controlling interest in Regenecell, Inc., a Company of which Mr. Swank was the President and Founder.STATEMENTS

~~Mr.~~The ~~Swank,~~financial ~~age 83~~statements, ~~has~~the ~~been~~accompanying ~~involved~~notes ~~with~~are ~~many~~filed ~~companies~~as ~~throughout~~part ~~his~~of ~~career,~~this ~~with~~Report ~~management~~annexed ~~roles~~at ~~in various companies in~~ the ~~real~~end ~~estate, technology, bioscience, and textile industries, and most recently founded Regenecell, Inc. in June, 2023. A graduate~~ of ~~St.~~this ~~Petersburg (FL) Junior College, Mr~~report. ~~Swank~~See ~~also~~ITEM ~~served with the Indiana National Guard from 1963 to 1969~~15.

~~RICHARD~~ITEM J.9 ~~CRUSE~~— ~~was~~CHANGES ~~appointed~~AND toDISAGREEMENTS ~~the~~WITH ~~Board~~ACCOUNTANTS ofON ~~Directors~~ACCOUNTING onAND ~~November~~FINANCIAL 28, 2023 Mr. Cruse, age 83, is a retired business executive and entrepreneur, with extensive experience in the building materials industry, and, from 1933 to 2022, in the emergency management field. A graduate of the University of Missouri with a B.S. Degree in Civil Engineering, Mr. Cruse brings to the Company extensive experience in sales, marketing, and budget planning.DISCLOSURE

~~JAY~~The A.Company ~~CUNNINGHAM,~~has ~~SR.~~no ~~was~~disagreements ~~appointed to the Board of Directors on November 28, 2023. Mr. Cunningham, age 85, is a retired Federal Civil Service employee~~ with ~~over~~its 33accountant ~~years~~or ~~of service, including 23 years with the Federal Emergency Management Agency (FEMA)~~Auditor. He is currently employed as Senior Grants Manager with CDR Maguire-Emergency Management in Panama City, FL. Mr. Cunningham is a graduate of the University of Missouri with a B.S. Degree in Civil Engineering.

~~All~~ITEM ~~directors~~9A ~~hold~~— ~~office~~CONTROLS ~~until~~AND ~~the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.~~PROCEDURES

~~CRIMINAL/BANKRUPTCY/SEC~~a.) ~~VIOLATIONS~~Disclosure ~~WITHIN~~Controls ~~THE~~and ~~LAST FIVE (5) YEARS~~Procedures

~~NONE~~Management is responsible for establishing and maintaining adequate disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)).

~~SECTION~~Disclosure ~~16(a)~~controls ~~BENEFICIAL~~and ~~OWNERSHIP~~procedures ~~REPORTING~~are ~~COMPLIANCE~~designed to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

~~Section~~Under ~~16(a)~~the ofsupervision ~~the~~and ~~Securities~~with ~~Exchange~~the ~~Act~~participation of ~~1934~~the ~~requires Kenilworth~~Company’s Principal Executive ~~Officers~~Officer and ~~Directors,~~Principal ~~and~~Accounting ~~persons who beneficially own more than ten percent (10%) of our Common Stock~~Officer, tomanagement ~~file~~evaluated ~~initial~~the ~~reports~~effectiveness of ~~ownership and reports of changes in ownership with~~ the ~~Securities~~Company’s ~~and~~disclosure ~~Exchange~~controls ~~Commission. Executive Officers, Directors~~ and ~~greater~~procedures ~~than~~as ~~ten percent (10%) beneficial owners are required by SEC regulations to furnish us with copies~~ of ~~all~~December ~~Section~~31, ~~16(a) forms they file~~2025. As ofBased ~~December~~on ~~31,~~that ~~2022~~evaluation, ~~and~~management ~~through~~concluded ~~this~~that ~~filing~~the ~~date,~~Company’s ~~only~~disclosure ~~the~~controls ~~President,~~and ~~Dan~~procedures W.were ~~Snyder,~~effective ~~owns~~at ~~more~~a ~~than~~reasonable ~~ten~~assurance ~~percent~~level ~~(10%)~~as of ~~the~~December ~~common~~31, ~~stock~~2025.

~~AUDIT~~Management ~~COMMITTEE~~is ~~AND~~responsible ~~CHARTER~~for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a‑15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

~~The~~Management, ~~following~~including ~~Charter~~the ~~has~~Company’s ~~been~~Principal ~~adopted~~Executive ~~with~~Officer ~~respect~~and toPrincipal anAccounting ~~Audit~~Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee: of Sponsoring Organizations of the Treadway Commission (COSO).

~~The~~Based ~~Audit~~on ~~Committee~~this ofassessment, ~~the~~management ~~Board~~concluded ofthat ~~Directors (~~the ~~“Audit~~Company’s ~~Committee”)~~internal ~~shall~~control ~~have~~over ~~the responsibility to assist the Board of Directors in fulfilling its fiduciary and other obligations with respect to accounting and~~ financial ~~matters.~~reporting ~~Specifically,~~was ~~and~~effective ~~without~~as ~~limiting the generality~~ of ~~the~~December ~~foregoing~~31, ~~the Audit Committee shall:~~2025.

16This ~~Table~~Annual Report does not include an attestation report of ~~Contents~~the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent auditors pursuant to Section 404(b) of the Sarbanes‑Oxley Act because the Company is a smaller reporting company.

~~The~~b.) ~~Audit~~Changes ~~Committee~~in ~~will~~Internal beControl ~~composed~~over ofFinancial ~~at least three (3) Independent Directors.~~Reporting

1.)	Review the adequacy and effectiveness of the Company’s system of internal financial controls and accounting practices to achieve reliability and integrity in the Company’s financial statements and initiate such examinations of such controls and practices as the Audit Committee deems advisable.
2.)	Review the qualification, performance and independence of the Company’s independent auditors and recommend independent auditors for appointment annually by the Board of Directors.
3.)	Prior to the commencement of the Company’s annual external audit, review with the Company’s independent auditors the scope of their audit function and estimated audit fees.
4.)	Subsequent to completion of the Company’s annual external audit, review the report and recommendations of the independent auditors with the independent auditors and the Company’s management.
5.)	Review the annual and quarterly financial statements of the company and other financial disclosures of the Company and the accounting principles being applied in such statements and disclosures.
6.)	Review the authority and duties of the Company’s chief financial officer and chief accounting officer and the performance by each of them of their respective duties.
7.)	Review the insurance programs for the Company including professional malpractice, general liability, director and officer liability and property insurance, and the insurers carrying the Company’s insurance
8.)	Oversee the establishment and thereafter periodically review a corporate code of conduct and the Company’s policies on ethical business practices.
9.)	Prior to public release, review with management and the Independent Accountants, the financial results for the prior year including the Company’s annual report on Form 10-K.
10.)	Review the committee’s charter annually and revise as appropriate.
11.)	Meet with the Chief Financial Officer and the Independent Accountants, in separate executive sessions, to discuss any matters that the committee or these groups believe should be considered privately.
12.)	Take such other actions concerning the Company’s accounting and financial functions as the Committee deems appropriate with respect to the matters described above.

There was no change in the Company’s internal control over financial reporting that occurred during the annual period ending December 31, 2025, that has materially affected, or is reasonably likely to materially affect the Company’s internal control over financial reporting.

~~CODE~~16 OFTable ~~ETHICS~~of Content

~~The~~PART Registrant has not yet adopted a written formal Code of Ethics. However, the Registrant’s Officers intend to comply with all honest and ethical requirements including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that the Registrant files with or submits to the Securities and Exchange Commission and in other public communications made by the Registrant; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of any violations of the foregoing to an appropriate person and accountability for adherence of the foregoing. A formal Code of Ethics is expected to be adopted shortly and will be filed with the Securities and Exchange Commission.III

17ITEM ~~Table~~10 of— ~~Contents~~DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

~~ITEM~~The 11names, —ages ~~EXECUTIVE~~and ~~COMPENSATION~~positions held by each of the Company’s directors and executive officers are as follows:

a.) There was no exercise of options and SARs during the fiscal year ended December 31, 2023.

NAME	AGE	OFFICES AND POSITIONS HELD	FIRST ELECTED OFFICER OF KENILWORTH
Richard Balles	44	CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE OFFICER	2025
John Murray	55	DIRECTOR, PRESIDENT, CHIEF ACCOUNTING OFFICER	2025
Erik Carlson	46	DIRECTOR, SECRETARY,	2025
Robert R. Fiallo	59	DIRECTOR	2025
Dan W. Snyder	74	DIRECTOR	2023
Andrew Roiniotis	51	CHIEF MARKETING OFFICER	2025

~~Aggregated~~All ~~Option/SAR~~of ~~Exercises~~the inabove ~~Last~~Executive ~~Fiscal~~Officers ~~Year~~and Directors have been elected to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. The Board presently anticipates that the next Shareholders Meeting will be held during the 2nd quarter period of 2026.

~~And~~17 ~~FY-End~~Table ~~Option/SAR~~of ~~Values~~Content

~~NONE~~CRIMINAL/BANKRUPTCY/SEC VIOLATIONS WITHIN THE LAST FIVE (5) YEARS

b.) The Registrant has no employment agreements with any of its Executive Officers or Directors. c.) The Registrant has no compensation committee at this time. d.) Stock Performance Graph is not applicable.NONE

~~TOTAL~~SECTION ~~RETURN~~16(a) TOBENEFICIAL ~~SHAREHOLDERS~~OWNERSHIP REPORTING COMPLIANCE

Section 16(~~DIVIDENDS~~a) ~~REINVESTED~~of ~~MONTHLY~~the Securities Exchange Act of 1934 requires the Company’s directors, executive officers, and persons who beneficially own more than ten percent (10%) of the Company’s Common Stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Such persons are required to furnish the Company with copies of all Section 16(a) forms they file.

~~Kenilworth~~Based ~~has~~solely ~~not~~on ~~declared~~the review of such forms furnished to the Company and written representations from reporting persons, the Company believes that, during the fiscal year ended December 31, 2025, all Section 16(a) ~~dividend~~filing ~~since~~requirements applicable to its ~~inception~~officers, indirectors, ~~1968~~and greater than ten percent (10%) beneficial owners were satisfied.

~~e.)~~AUDIT ~~The~~COMMITTEE ~~following~~AND ~~table sets forth the total compensation of the President and each Executive Officer of Kenilworth whose total salary and bonus exceeds $100,000.~~CHARTER

NoThe ~~Executive~~following ~~Officer~~Charter ~~received~~has ~~any~~been ~~compensation~~adopted ~~more~~with ~~than~~respect ~~$100,000~~to ~~during~~an ~~the~~Audit ~~past three (3) fiscal years.~~Committee:

~~ITEM~~The 12Audit —Committee ~~SECURITY~~of ~~OWNERSHIP~~the OFBoard ~~CERTAIN~~of ~~BENEFICIAL~~Directors ~~OWNERS~~(the ~~AND~~“Audit ~~MANAGEMENT~~Committee”) ~~AND~~shall ~~RELATED~~have ~~STOCKHOLDER~~the ~~MATTERS~~responsibility to assist the Board of Directors in fulfilling its fiduciary and other obligations with respect to accounting and financial matters. Specifically, and without limiting the generality of the foregoing, the Audit Committee shall:

The ~~following~~Audit ~~table~~Committee ~~sets~~will ~~forth~~be ascomposed of ~~December~~at ~~31,~~least ~~2024~~two ~~the ownership with respect to each Executive Officer and Director and each person known to beneficially own more than five percent~~ (5%2) ofIndependent ~~the Company’s Common Stock~~Directors.

The information provided in the table is based on Kenilworth’s records, information filed with the Securities and Exchange Commission and information provided to Kenilworth, except where otherwise noted.

1.)	Review the adequacy and effectiveness of the Company’s system of internal financial controls and accounting practices to achieve reliability and integrity in the Company’s financial statements and initiate such examinations of such controls and practices as the Audit Committee deems advisable.

2.)	Review the qualification, performance and independence of the Company’s independent auditors and recommend independent auditors for appointment annually by the Board of Directors.

3.)	Prior to the commencement of the Company’s annual external audit, review with the Company’s independent auditors the scope of their audit function and estimated audit fees.

4.)	Subsequent to completion of the Company’s annual external audit, review the report and recommendations of the independent auditors with the independent auditors and the Company’s management.

5.)	Review the annual and quarterly financial statements of the company and other financial disclosures of the Company and the accounting principles being applied in such statements and disclosures.

6.)	Review the authority and duties of the Company’s chief financial officer and chief accounting officer and the performance by each of them of their respective duties.

7.)	Review the insurance programs for the Company including professional malpractice, general liability, director and officer liability and property insurance, and the insurers carrying the Company’s insurance

8.)	Oversee the establishment and thereafter periodically review a corporate code of conduct and the Company’s policies on ethical business practices.

9.)	Prior to public release, review with management and the Independent Accountants, the financial results for the prior year including the Company’s annual report on Form 10-K.

~~The~~18 ~~number~~Table of shares beneficially owned by each person, Director or Executive Officer is determined under rules of the Securities and Exchange Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated, each person has sole voting and investment power (or shares such powers with his spouse) with respect to the shares set forth in the following table:Content

18 Table of Contents

10.)	Review the committee’s charter annually and revise as appropriate.

11.)	Meet with the Chief Financial Officer and the Independent Accountants, in separate executive sessions, to discuss any matters that the committee or these groups believe should be considered privately.

12.)	Take such other actions concerning the Company’s accounting and financial functions as the Committee deems appropriate with respect to the matters described above.

~~BENEFICIAL~~CODE ~~OWNERSHIP~~OF ~~TABLE~~ETHICS

NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL OWNER	TITLE OF CLASSOWNERSHIP	AMOUNT AND NATURE OF BENEFICIALOWNERSHIP		PERCENT OF CLASS
DANIEL W. SNYDER
721 S Beach St #202Dayton Beach, FL 32114	Common Stock$0.01 par value		48,000,000		57.4	%
STEVEN SWANK721 S Beach St #202Dayton Beach, FL 32114	Common Stock$0.01 par value		4,423,875		5.3	%
RICHARD J. CRUSE 721 S Beach St #202Dayton Beach, FL 32114	Common Stock$0.01 par value		2,526,390		3	%
JAY A. CUNNINGHAM, SR.721 S Beach St #202Dayton Beach, FL 32114	Common Stock$0.01 par value		1,484,430		1.8	%

The Registrant has not yet adopted a written formal Code of Ethics. However, the Registrant’s Officers intend to comply with all honest and ethical requirements including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely and understandable disclosure in reports and documents that the Registrant files with or submits to the Securities and Exchange Commission and in other public communications made by the Registrant; compliance with applicable governmental laws, rules and regulations; prompt internal reporting of any violations of the foregoing to an appropriate person and accountability for adherence of the foregoing. A formal Code of Ethics is expected to be adopted shortly and will be filed with the Securities and Exchange Commission.

~~The~~19 ~~total~~Table ~~number~~ of ~~shares beneficially owned by all Directors and Executive Officers Common Stock $ 0.01 par value 67.5 %~~Content

~~The~~ITEM ~~percentage~~11 of— ~~class~~EXECUTIVE ~~has been determined with 83,654,525 shares issued and outstanding on December 31, 2024.~~COMPENSATION

~~ITEM~~a.) 13There —were ~~CERTAIN~~no ~~RELATIONSHIPS~~exercises ~~AND~~of ~~RELATED~~stock ~~TRANSACTIONS~~options or stock appreciation rights during the fiscal year ended December 31, 2025.

NONE

b.)	The following disclosure is provided pursuant to the requirements applicable to smaller reporting companies. The Company’s executive officers may receive compensation in the form of salary, bonuses, equity awards, or other compensation arrangements as determined by the Board of Directors. During the fiscal year ended December 31, 2025, no executive officer received cash compensation in excess of $100,000. The Company has entered into employment and consulting arrangements with certain executive officers. Information regarding material terms of such arrangements has been disclosed in the Company’s Current Reports on Form 8‑K previously filed with the Securities and Exchange Commission and is incorporated herein by reference. The Company does not maintain a compensation committee at this time. Decisions regarding executive compensation are made by the Board of Directors. The Company does not maintain any equity compensation plans that have been approved by shareholders.

c.)	The Registrant has no compensation committee at this time.

d.)	Stock Performance Graph is not applicable.

~~ITEM~~TOTAL 14RETURN —TO ~~PRINCIPAL ACCOUNTING FEES AND SERVICES~~SHAREHOLDERS

~~During~~(DIVIDENDS ~~the~~REINVESTED ~~years ended December 31, 2024 and 2023, the Company incurred auditing expenses of approximately $15,000, for each year. There were no other audit related services or tax fees incurred.~~MONTHLY)

19The ~~Table~~Company ofhas ~~Contents~~not declared a dividend since its inception in 1968.

~~ITEM~~No 15Executive —Officer ~~EXHIBITS,~~received ~~FINANCIAL~~any ~~STATEMENT~~compensation ~~SCHEDULES~~of more ~~AND~~than ~~REPORTS~~$100,000 ONduring ~~FORM~~the ~~8-K~~past three (3) fiscal years.

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Remainder~~The following table sets forth, as of ~~page~~December ~~intentionally~~31, ~~left~~2025, ~~blank~~information regarding the beneficial ownership of the Company’s Common Stock by (i) each person known to the Company to beneficially own more than five percent (5%) of the Company’s outstanding Common Stock, (ii) each of the Company’s directors and executive officers, and (iii) all directors and executive officers as a group.

20Beneficial ~~Table~~ownership is determined in accordance with the rules of ~~Contents~~the Securities and Exchange Commission and includes voting and investment power with respect to securities. Unless otherwise indicated, the persons named below have sole voting and investment power with respect to the shares shown.

~~SIGNATURES~~20 Table of Content

~~Pursuant~~BENEFICIAL toOWNERSHIP ~~the requirements of Section 13 or 15(d) 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.~~TABLE

KENILWORTH SYSTEMS CORPORATION

NAME AND ADDRESS OF BENEFICIAL OF BENEFICIAL OWNER	TITLE OF CLASS OWNERSHIP	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP		PERCENT OF CLASS

DANIEL W. SNYDER
51 Monroe Street, Suite 1505 Rockville, MD 20852	Common Stock $0.01 par value		48,000,000		14.1%
RICHARD BALLES 51 Monroe Street, Suite 1505 Rockville, MD 20852	Common Stock $0.01 par value		25,000		<1%
JOHN MURRAY 51 Monroe Street, Suite 1505 Rockville, MD 20852	Common Stock $0.01 par value		16,929,300		5%
ERIC CARLSON 51 Monroe Street, Suite 1505 Rockville, MD 20852	Common Stock $0.01 par value		5,164,619		1.5%
ROBERT FIALLO 51 Monroe Street, Suite 1505 Rockville, MD 20852	Common Stock $0.01 par value		25,000		<1%
ANDREW ROINIOTIS 51 Monroe Street, Suite 1505 Rockville, MD 20852	Common Stock $0.01 par value		4,506		<1%
<The total number of shares beneficially owned by all Directors and Executive Officers	Common Stock $ 0.01 par value		70,148,425		21%

RB Family Trust 6108 Neilwood Drive Rockville, MD 20852	Common Stock $0.01 par value		120,380,000		35.5%

CM Trust 6108 Neilwood Drive Rockville, MD 20852	Common Stock $0.01 par value		125,000,000		36.9%

~~By:~~The ~~/s/~~percentage ~~Dan~~of W.class ~~Snyder~~has ~~DAN~~been W.determined ~~SNYDER~~with ~~CHAIRMAN~~339,072,858 ~~AND~~shares ~~PRESIDENT~~issued and outstanding on December 31, 2025.

~~Pursuant~~ITEM to13 ~~the~~— ~~requirements~~CERTAIN ofRELATIONSHIPS ~~Securities~~AND ~~Exchange~~RELATED ~~Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.~~TRANSACTIONS

NAME	TITLE	DATE
/s/ Dan W. Snyder	President, Chief Executive Officer and Director	April 14, 2025
DAN W. SNYDER
/s/ Steven Swank	Secretary, Director and Principal Accounting Officer	April 14, 2025
STEVEN SWANK
/s/ Richard J. Cruse	Director	April 14, 2025
RICHARD J. CRUSE
/s/ Jay A. Cunningham, Sr.	Director	April 14, 2025
JAY A. CUNNINGHAM, SR.

From time to time, the Company may engage in transactions with related parties in the ordinary course of business.

21On ~~Table~~August of1, ~~Contents~~2025, the Company entered into a commercial lease agreement for office space located at 6755 Weaver Road, Suite 2, Rockford, Illinois 61114, with Key Realty, Inc. as landlord. Key Realty, Inc. is an entity controlled by John Murray, the Company’s President, Director, and Principal Accounting Officer.

~~INDEX~~The TOlease ~~AUDITED~~has ~~FINANCIAL~~an ~~STATEMENTS~~initial term of sixty (60) months, expiring on July 31, 2030, and provides for base monthly rent of $150 plus a security deposit of $150. The Company is responsible for utilities and other customary occupancy expenses. The lease includes renewal options at the election of the Company.

~~KENILWORTH~~Management ~~SYSTEMS~~believes ~~CORPORATION~~that the terms of the lease, including rental rate and other conditions, are consistent with market terms for comparable office space and were negotiated on an arms‑length basis. The leased premises are used by the Company as its primary operational office and are also utilized from time to time by affiliated entities.

~~TABLE~~Other OFthan ~~CONTENTS~~the foregoing transaction, there were no related party transactions required to be disclosed pursuant to Item 404 of Regulation S‑K during the fiscal year ended December 31, 2025.

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Operations for the years ended December 31, 2024 and 2023		F-4
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7

ITEM 14 — PRINCIPAL ACCOUNTING FEES AND SERVICES

~~F-1~~The ~~Table~~following oftable ~~Contents~~sets forth the aggregate fees billed to the Company by its independent registered public accounting firm for professional services rendered during the fiscal years ended December 31, 2025 and 2024:

~~REPORT~~Audit ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Fees

ToAudit fees consist of fees billed for professional services rendered in connection with the ~~Board~~audit of ~~Directors~~the Company’s annual consolidated financial statements and ~~Stockholders~~the review of ~~Kenilworth~~the ~~Systems~~Company’s ~~Corporation~~interim financial statements included in quarterly reports.

~~Opinion~~Audit onFees were approximately $15,000 for the ~~Financial~~year ~~Statements~~ended December 31, 2024 and approximately $20,000 for the year ended December 31, 2025.

WeAudit‑Related have audited the accompanying consolidated balance sheets of Kenilworth Systems Corporation. (the ‘Company’) as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.Fees

~~Going~~The ~~Concern~~Company did not incur any audit‑related fees for the fiscal years ended December 31, 2025 or 2024.

~~The~~Tax accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $(39,783,011). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.Fees

~~Basis~~The Company did not incur any tax‑related fees for ~~Opinion~~the fiscal years ended December 31, 2025 or 2024.

~~These~~All ~~financial~~Other statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Fees

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company isdid not ~~required~~incur toany ~~have,~~other ~~nor~~fees ~~were~~paid ~~we engaged~~ to ~~perform, an audit of~~ its ~~internal~~independent ~~control~~registered ~~over~~public ~~financial~~accounting ~~reporting.~~firm ~~As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not~~ for the ~~purpose~~fiscal ofyears ~~expressing~~ended anDecember ~~opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly~~31, we2025 ~~express~~or ~~no such opinion~~2024.

~~Our~~The ~~audits~~Company’s ~~included~~Audit ~~performing~~Committee ~~procedures~~(or, prior to ~~assess~~ the ~~risks~~formal ofestablishment ~~material misstatement~~ of the ~~financial~~Audit ~~statements~~Committee, ~~whether~~the ~~due~~Board toof ~~error~~Directors) orhas ~~fraud,~~reviewed and ~~performing~~approved ~~procedures~~all ~~that~~audit ~~respond~~and topermissible ~~those~~non‑audit ~~risks.~~services ~~Such~~performed ~~procedures~~by ~~included~~the ~~examining,~~Company’s onindependent aregistered ~~test~~public ~~basis,~~accounting ~~evidence~~firm ~~regarding~~during the ~~amounts~~fiscal ~~and~~years ~~disclosures~~ended inDecember ~~the~~31, ~~financial~~2025 ~~statements~~and 2024. ~~Our~~No ~~audits~~services ~~also~~were ~~included~~approved ~~evaluating~~pursuant to the ~~accounting~~de ~~principles~~minimis ~~used~~exception ~~and~~set ~~significant~~forth ~~estimates~~in ~~made~~Section by10A(i)(1)(B) ~~management, as well as evaluating the overall presentation~~ of the ~~financial~~Securities ~~statements.~~Exchange WeAct ~~believe~~of ~~that our audits provide a reasonable basis for our opinion~~1934.

~~Critical~~21 ~~Audit~~Table ~~Matters~~of Content

~~Critical~~ITEM ~~audit~~15 ~~matters~~— are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challengingEXHIBITS, ~~subjective,~~FINANCIAL orSTATEMENT ~~complex~~SCHEDULES ~~judgments.~~AND ~~Communication~~REPORTS ofON ~~critical~~FORM audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.8-K

/S/ Lateef Awojobi LAO PROFESSIONALS(PCAOB ID 7057) Lagos, Nigeria

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.LAB		Inline XBRL Taxonomy Labels Linkbase Document.

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104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

WeRemainder ~~have~~of ~~served~~page asintentionally ~~the~~left ~~Company’s auditor since 2025.~~blank

~~April~~22 ~~14,~~Table ~~2025~~of Content

~~F-2 Table of Contents~~SIGNATURES

~~KENILWORTH~~Pursuant ~~SYSTEMS~~to ~~CORPORATION~~the requirements of Section 13 or 15(d) 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.

~~CONSOLIDATED~~GLOBAL ~~BALANCE~~ASSET ~~SHEETS~~MANAGEMENT GROUP, INC.

	December 31,2024			December 31,2023
ASSETS
Current Assets
Cash	$	834		$	19,699
Due from Related Party	$	40,000		$	40,000
Subscription Receivables	$	5,000		$	5,000
Prepaid expense	$	-		$	3,485
Total current assets	$	45,834		$	68,184
License agreements		-			-
Security deposits		-			-
Intellectual Property – Proprietary Databases and Technology	$	-		$	-
Trademarks and Tradenames	$	-		$	-
TOTAL ASSETS	$	45,834		$	68,184
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable and accrued expenses	$	4,000		$	4,000
Due to related parties	$	50,444		$	60,314
Note Payable	$	12,530		$	10,600
Total current liabilities	$	66,974		$	74,914
Total other liabilities	$	-		$	-
TOTAL LIABILITIES	$	66,974		$	74,914
Stockholders' Equity
Series A convertible preferred stock, par value $0.01 – authorized 50,000 shares, 12,500 shares, issued and outstanding	$	125		$	125
Series B convertible preferred stock, par value $0.01 - authorized 300,000 shares, and 0 shares issued and outstanding, respectively	$	-		$	-
Series C convertible preferred stock, par value $0.01 - authorized 10,000 shares, 0 shares issued and outstanding, respectively	$	-		$	-
Common stock, par value $0.01 - authorized 1,000,000,000 shares, 83,654,525 and 63,749,525 shares issued and outstanding, as of December 31, 2024, and 2023 respectively	$	836,545		$	637,495
Additional paid-in-capital	$	38,919,349		$	38,795,899
Accumulated deficit	$	(39,783,011	)	$	(39,446,101	)
		5,851			5,851
TOTAL STOCKHOLDERS' EQUITY	$	(21,140	)	$	(6,731	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	45,834		$	68,184

By:	/s/ Richard Balles
	RICHARD BALLES
	CHAIRMAN AND CEO

~~The~~Pursuant ~~accompanying~~to ~~notes~~the ~~are~~requirements anof ~~integral~~Securities ~~part~~Exchange Act of ~~these~~1934, ~~consolidated~~this ~~audited~~report ~~financial~~has ~~statements.~~been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

F-3 Table of Contents

NAME	TITLE	DATE

/s/ Richard Balles	Principal Executive Officer and Director	April 15, 2026
RICHARD BALLES

/s/ John Murray	President, Director and Principal Accounting Officer	April 15, 2026
JOHN MURRAY

/s/ Eric Carlson	Secretary and Director	April 15, 2026
ERIC CARLSON

/s/ Robert Fiallo	Director	April 15, 2026
ROBERT FIALLO

KENILWORTH SYSTEMS CORPORATION


/s/ Dan W. Snyder	Director	April 15, 2026
DAN W. SNYDER

~~CONSOLIDATED~~23 ~~STATEMENTS~~Table OFof ~~OPERATIONS~~Content

	DECEMBER 31,			DECEMBER 31,
	2024			2023
Operating revenue:
Revenue	$	5,000		$	12,000
Cost of sales	$			$
Gross Profit		5,000			12,000
Operating expenses:
Bank Charges & Fees	$			$
Legal & Professional Services	$			$
General and Administrative Expense	$	297,174		$	196,500
Total operating expenses	$	(297,174	)	$	(196,500	)
Loss from operations	$	(292,174	)	$	(184,500	)
Non-controlling interest				$	18,349
Other Income (expenses)	$	(44,735	)
Total other income/(expense)	$	(44,735	)	$	18,349
Net Income/ loss	$	(336,909	)	$	(166,151	)
Earnings per share
Basic	$	(0.0067	)	$	(0.0036	)

INDEX TO AUDITED FINANCIAL STATEMENTS

~~The~~GLOBAL ~~accompanying~~ASSET ~~notes~~MANAGEMENT ~~are~~GROUP, ~~an integral part of these audited financial statements~~INC.

~~F-4~~TABLE OF CONTENTS

KENILWORTH SYSTEMS CORPORATION AND

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		F-5
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2025 and 2024		F-6
Notes to Consolidated Financial Statements		F-7

~~CONSOLIDATED~~F-1 ~~CHANGES~~Table INof ~~STOCKHOLDERS’ EQUITY~~ Contents

			Common Stock				Preferred Stock A		Additional Paid-in					Accumulated
Description	Shares		Amount		Shares		Amount		Capital			NCI		Deficit			Total
			$				$		$			$		$			$
Balance – Balance Jan 1, 2023		50,004,185		500,042		12,500		125		39,219,146			-		(39,279,950	)		439,363
Common stock issued for cash		11,745,340		117,453									-		-			117,453
Common stock issued for acquisition		2,000,000		20,000									-		-			20,000
Additional paid in capital		-								(423,247	)		-		-			(423,247	)
Net (loss)		-								-			-		(166,151	)		(166,151	)
NCI													5,851					5,851
Balance – December 31, 2023		63,749,525		637,495		12,500		125		38,795,899			5,851		(39,446,101	)		(6,731	)
Balance – Balance Jan 1, 2024		63,749,525		637,495		12,500		125		38,795,899			5,851		(39,446,101	)		(6,731	)
Common stock issued		19,905,000		199,050									-		-			199,050
Additional paid in capital		-								123,450			-		-			123,450
Net (loss)		-								-			-		(336,909	)		(336,909	)
Balance – Dec 31, 2024		83,654,525		836,545		12,500		125		38,919,349			5,851		(39,783,011	)		(21,140	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~The~~To ~~accompanying~~the ~~notes~~Board ~~are~~of anDirectors ~~integral~~and ~~part~~Stockholders of ~~these~~Global ~~consolidated~~Assets ~~financial~~Management ~~statements.~~Group, Inc

~~F-5~~Opinion ~~Table~~on ofthe ~~Contents~~Financial Statements

~~KENILWORTH~~We ~~SYSTEMS~~have ~~CORPORATION~~audited the accompanying balance sheets of Global Assets Management Group, Inc (the ‘Company’) as of December 31, 2025, and 2024, and the related statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for period ended December 31, 2025, and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the period ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.

~~CONSOLIDATED~~Going ~~STATEMENT OF CASH FLOWS~~Concern

~~FOR~~The ~~THE~~accompanying ~~YEAR~~financial ~~ENDED~~statements ~~DECEMBER~~have 31been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, ~~2024~~the Company suffered an accumulated deficit of $39,936,764 ~~AND~~and ~~2023~~net loss of $153,729. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	DECEMBER 31,2024			DECEMBER 31, 2023
Cash flows from operating activities:					-
Net loss from operations	$	(336,909	)	$	(166,151	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Paid in capital	$	123,450		$	23,445
Common stock issued for services	$	199,050		$
Changes in:
Receivables & Due from related party	$	3,485		$	38,399
Accruals & Due to related party	$	(7,940	)
Net cash used in operating activities	$	(18,864	)	$	(104,307	)
Cash flows from investing activities	$			$
Net cash used in investing activities	$			$
Cash flows from financing activities	$			$
Proceed from common stock				$	117,453
				$	5,851
Net cash provided by financing activities	$			$	123,304
Net decrease in cash	$	(18,864	)	$	18,997
Cash, beginning of period	$	19,699		$	702
Cash, end of period	$	834		$	19,699

Basis for Opinion

~~The~~These ~~accompanying~~financial ~~notes~~statements are anthe ~~integral~~responsibility ~~part~~ of ~~these~~the ~~consolidated~~Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~F-6~~We ~~Table~~conducted our audits in accordance with the standards of ~~Contents~~the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~KENILWORTH~~Our ~~SYSTEMS~~audits ~~CORPORATION~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~NOTE~~Critical TOAudit ~~THE CONSOLIDATED FINANCIAL STATEMENT~~ Matters

~~DECEMBER~~Critical 31audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, ~~2024~~subjective, ~~AND~~or ~~2023~~complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

~~Note~~Reverse ~~1 – THE COMPANY AND NATURE OF BUSINESS~~merger

~~Kenilworth~~As ~~Systems~~described ~~Corporation~~in ~~hereinafter~~Notes ~~referred~~3 to ~~as “Kenilworth”,~~ the ~~“Company”~~consolidated orfinancial ~~“we”~~statements, ~~was incorporated on April 25, 1968, under~~ the ~~laws~~Company ofcompleted the ~~State~~acquisition of ~~New~~DC ~~York.~~Rental ~~Kenilworth~~for ~~has~~consideration ~~been~~of a250,000,000 ~~publicly~~common ~~traded~~shares ~~Company~~and ~~since August 1968 formerly on~~ the ~~National~~transaction ~~NASDAQ~~was ~~Market,~~accounted ~~presently~~for ~~on the OTC Pink Sheet Market since emerging from Bankruptcy Proceedings in September 1998. Kenilworth has since been presented~~ as a ~~Development~~reverse ~~Stage Company, a designation we still ardently object to~~merger.

~~Note~~The 2principal –considerations ~~SUMMARY~~for OFdetermining ~~SIGNIFICANT~~this ~~ACCOUNTING~~as ~~POLICIES~~critical audit matter relate to the followings: (i) valuation of consideration paid in acquiring DC Rental required management judgment (ii) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the determination of consideration paid to the accounting acquirer’s shareholders.

~~Basis~~How ofWe ~~presentation~~Addressed the Matter in Our Audit

~~The~~· ~~accompanying~~Review ~~financial~~of ~~statements~~board ~~have~~minutes, ~~been~~articles ~~prepared~~of inincorporation, ~~accordance~~and ~~with~~organizational ~~generally~~charts ~~accepted~~to ensure legal compliance, · We recomputed the consideration given by the accounting ~~principles~~acquiree in· We reviewed the ~~United~~legal ~~States~~contract ofdetailing ~~America.~~the ~~The~~transaction ~~Company~~terms, representations, warranties, etc · We challenged the management about the accounting acquirer’s ~~year-end~~data isprovided ~~December~~and 31reviewed underlined documents. · We evaluated the sufficiency of the audit evidence obtained by assessing the results of the procedures performed over revenue and Management Memorandum on audit query.

~~Principle~~/S/ ofLateef ~~consolidation~~Awojobi

~~The~~LAO ~~consolidated financial statements include the accounts of Kenilworth Systems Corporation and its wholly owned subsidiaries: Regenecel Inc.~~PROFESSIONALS

~~Use~~(PCAOB ofID ~~Estimates~~7057)

~~The~~Lagos, 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.Nigeria

~~Cash~~We ~~and~~have ~~Cash~~served ~~Equivalents~~as the Company’s auditor since 2025.

~~The~~April ~~Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company had $834 cash as of December 31~~15, ~~2024.~~2026

F-72 Table of Contents

KENILWORTH SYSTEMS CORPORATION

GLOBAL ASSETS MANAGEMENT GROUP, INC.
CONSOLIDATED BALANCE SHEET
	As of December 31, 2025			As of December 31, 2024
ASSETS
Current Assets
Cash and Bank	$	49,077			834
Due from Related Party *	$	-		$	40,000
Subscription Receivable	$	-		$	5,000
Prepayment(Insurance)	$	45,658
Notes Receivable from Officer (including accrued interest)	$	14,463		$	-
Total current assets	$	109,198		$	45,834

Escrow Holdbacks -	$	1,606,494		$	-
PPE (Net)	$	7,643,034
Construction in Progress	$	577,510
Deferred Financing Costs	$	266,539

TOTAL ASSETS	$	10,202,775		$	45,834

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued expenses	$	4,000		$	4,000
Due to related parties	$	28,925		$	7,859
Loans payable to Officers	$	98,302		$	42,585
Note payables Dan-Sydner	$	21,830		$	12,530
Accrued Interest Payable	$	34,953		$	-
Security Deposit Held	$	8,022		$	-
Notes Payables	$	-		$	-
Total current liabilities	$	196,032		$	66,974

Mortgage Debt	$	9,989,625		$	-

Total other liabilities	$	9,989,625		$	-

TOTAL LIABILITIES	$	10,185,657		$	66,974

Stockholders' Equity
Series A convertible preferred stock, par value $.01 - authorized 12,500 shares,12,500 shares issued and outstanding				$	125
Common stock, par value $.01 - authorized 1,000,000,000 shares, 339,072,858 shares issued and outstanding, respectively	$	3,390,729		$	836,545
Additional paid-in-capital	$	36,563,153		$	38,919,349
Accumulated deficit	$	(39,936,764	)	$	(39,783,011	)
Non Controlling Interest	$	-		$	5,851
TOTAL STOCKHOLDERS' EQUITY	$	17,118		$	(21,140	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,202,775		$	45,834

~~NOTE~~F-3 TOTable ~~THE~~of ~~CONSOLIDATED FINANCIAL STATEMENT~~ Contents

DECEMBER 31, 2024, AND 2023

GLOBAL ASSETS MANAGEMENT GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
	2025			2024
Operating revenue:
Revenue	$	95,309		$	5,000
Cost of sales	$	(1,864	)	$	-
	$	93,445		$	5,000

Operating expenses:
Bank Charges & Fees	$	309		$	2,529
Legal & Professional Services	$	14,577		$	38,235
General and administrative Expenses	$	15,339		$	256,410
Amortisation and other Expenses	$	80,254		$	-
Property Management	$	9,067		$	-
Insurance Expense	$	15,855		$	-
Interest expenses	$	66,773		$	-
Total operating expenses		(202,174	)	$	(297,174	)

Loss from operations	$	(108,729	)	$	(292,174	)

Other Income (expenses)
Misc. receivables written off	$	(45,000	)
Gain/(Loss) from settlement/debt extinguishment				$	(44,735	)
Total other income/(expense)	$	(45,000	)	$	(44,735	)

Net Income/ loss		(153,729	)	$	(336,909	)

Earnings per share
Basic	$	(0.00077	)	$	(0.00403	)
Diluted	$	(0.00077	)	$	(0.00403	)

Weighted average number of common shares - Basic	$	211,363,679		$	83,654,500

~~Fair~~F-4 ~~Value~~Table of ~~Financial Instruments~~Contents

AS 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.

GLOBAL ASSETS MANAGEMENT GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2025
	2025			2024
Cash flows from operating activities:	$			$
Net loss from continuing operations attributable to common stockholders		(153,729	)	$	(336,909	)
Adjustments to reconcile net loss to net
Amortization and Non-cash expenses
Receivable written-off				$	-
Changes in:
Due from Related Party /Subscription receivables		45,000
Receivable written-off				$	-
Notes and Payables		129,057		$	(7,940	)
Prepaid expenses and receivables		(60,121	)	$	3,485
Net cash used in operating activities		(39,793	)	$	(341,364	)

Cash flows from investing activities
PPE (Net)				$	-
Construction in Progress				$	-
Deferred Financing Costs				$	-
Escrow Holdbacks				$	-
Net cash used in investing activities		-		$	-

Cash flows from financing activities
Common Stock				$	199,050
Additional Paid-In-Capital		93,886		$	123,450
Other Long-Term Debt and Mortgage Debt
NCI		(5,851	)
Net cash provided by financing activities		88,035			322,500

Net increase in cash		48,242		$	(18,864	)

Cash, beginning of period		835		$	19,699
Cash, end of period		49,077		$	835
Supplemental Disclosure of Cashflow Information
Non-cash investing and financing activities
Preferred Stock A		125			-
Cancelled Preferred Stock A in Equity		(125	)		-
Cancellation of Preferred Stock A		49,077			-

~~These~~F-5 ~~tiers~~Table ~~include:~~of Contents

Level 1:	defined as observable inputs such as quoted prices in active markets;
GLOBAL ASSETS MANAGEMENT GROUP, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITYFOR THE YEAR ENDED DECEMBER 31, 2025
Level 2:	defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and
				Common Stock					Preferred Stock A			Additional Paid-in						Accumulated
Level 3:	defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
Description		Shares		Amount		Shares			Amount			Capital			NCI			Deficit			Total
				$					$			$			$			$			$
Balance – Balance Jan 1, 2024			63,749,525		637,495		12,500			125			38,795,899			5,851			(39,446,101	)		(6,731	)
Common stock issued			19,905,000		199,050											-			-			199,050
Additional paid in capital			-										123,450			-			-			123,450
Net (loss)			-										-			-			(336,909	)		(336,909	)
Balance – December 31, 2024			83,654,525		836,545		12,500			125			38,919,349			5,851			(39,783,011	)		(21,140	)
Balance – Balance Jan 1, 2025			83,654,525		836,545		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)			-										-			-			(153,729	)		(153,729	)
Preferred Stock A Cancelled							(12,500	)		(125	)								125			-
NCI																(5,851	)		(149	)		(6,000	)
Balance – December 31, 2025			339,072,858		3,390,728		-			-			36,563,153			-			(39,936,764	)		17,118

~~The~~F-6 ~~carrying~~Table ~~value~~ of ~~cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.~~Contents

~~Income~~Note ~~Taxes~~1 – THE COMPANY AND NATURE OF BUSINESS

~~Income~~Global ~~taxes~~Asset ~~are~~Management ~~computed~~Group, ~~using~~Inc. ~~the~~(formerly ~~asset~~Kenilworth ~~and~~Systems ~~liability~~Corporation) ~~method.~~hereinafter ~~Under~~referred ~~the~~to ~~asset~~as ~~and~~the ~~liability~~“Company”, ~~method~~GAMG, ~~deferred~~or ~~income~~“we”, ~~tax~~was ~~assets~~incorporated ~~and~~on ~~liabilities~~April ~~are~~25, ~~determined~~1968, ~~based~~under on the ~~differences~~laws ~~between~~of the ~~financial~~State ~~reporting~~of New York, and ~~tax~~reincorporated ~~bases~~in the State of ~~assets~~Wyoming ~~and~~on ~~liabilities~~May ~~and~~27, ~~are~~2021, ~~measured~~where ~~using~~it ~~the~~is currently ~~enacted~~domiciled. ~~tax~~On ~~rates~~June ~~and~~16, ~~laws.~~2025, Athe ~~valuation~~Company ~~allowance~~changed isits ~~provided~~name ~~for~~to ~~the~~Global ~~amount~~Asset ofManagement ~~deferred~~Group, ~~tax~~Inc. ~~assets~~The ~~that,~~Company ~~based~~has been a publicly traded Company since August 1968 formerly on ~~available~~the ~~evidence~~National NASDAQ Market, ~~are~~and ~~not~~presently ~~expected~~on tothe beOTCID ~~realized~~Market (trading symbol “GAMG”).

~~Revenue~~The ~~Recognition~~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.

The Company recognizes revenue in accordance with Accounting Standards Codification No. 605, “Revenue Recognition” ("ASC-605"), ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or services not provided or is subject to a refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. As of December 31, 2024, the Company has generated revenue of $5,000.GENERAL

~~Basic~~Global ~~Income~~Asset ~~(Loss)~~Management ~~Per~~Group, ~~Share~~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~~ACQUISITION ~~Company~~OF ~~computes~~BELLA ~~income~~RIO ~~(loss)~~MARKETING per share in accordance with FASB ASC 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 December 31AGENCY, ~~2024, there were no potentially dilutive debt or equity instruments issued or outstanding~~INC.

FOn 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-8transfer ~~Table~~instructions. The acquisition of ~~Contents~~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.

~~KENILWORTH~~ABOUT ~~SYSTEMS~~BELLA ~~CORPORATION~~RIO MARKETING AGENCY, INC.

~~NOTE~~Bella TORio ~~THE~~Marketing ~~CONSOLIDATED~~Agency, ~~FINANCIAL~~Inc. ~~STATEMENT~~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.

~~DECEMBER~~ACQUISITION ~~31,~~OF ~~2024,~~DC ~~AND~~RENTAL ~~2023~~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-~~Based~~transfer ~~Compensation~~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.

~~Stock~~F-~~based~~7 ~~compensation~~Table isof ~~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.~~Contents

~~Recent~~The ~~Accounting~~foregoing ~~Pronouncements~~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.

WeAbout ~~have~~DC ~~reviewed~~Rental ~~all~~Portfolio ~~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~~Corp.:

~~Note~~DC 3Rental –Portfolio ~~GOING~~Corp. ~~CONCERN~~was ~~UNCERTAINTY~~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.

~~For~~The ~~the~~housing ~~year~~sector ~~ended~~in ~~December~~the 31Washington, ~~2024,~~D.C. ~~the~~Metropolitan ~~Company~~area ~~incurred~~presents ~~net~~definitive ~~losses~~opportunities ofto ~~approximately~~generate ~~$336~~attractive,~~909~~ stable returns for shareholders. ~~For~~Affordable ~~the~~housing ~~twelve~~in ~~(12)~~this ~~months~~market ~~ending~~tends ~~December~~to ~~31,~~be ~~2023,~~more ~~the~~consistent ~~Company~~across ~~incurred~~economic ~~net~~cycles ~~losses~~and ofthe ~~approximately~~current ~~$184,288~~demand far exceeds supply.

~~These~~DC ~~factors~~Rental ~~create~~intends ~~substantial~~to ~~doubt~~address ~~about~~ the ~~Company’s~~significant ~~ability~~supply/demand toimbalance ~~continue~~by asproviding agreater ~~going~~quality ~~concern.~~control ~~The~~over ~~financial~~development ~~statements~~and dore-development ~~not~~of ~~include~~properties, ~~any~~and ~~adjustment~~faster ~~that~~property ~~might~~lease-up. beOur ~~necessary~~product ifquality ~~the~~typically ~~Company~~creates islonger ~~unable~~tenant totenure ~~continue~~and asshorter aturnover, ~~going~~resulting ~~concern~~in lower operating costs and more stable returns.

~~The~~While ~~ability~~continuing ~~of the Company~~ to ~~continue~~grow asour aexisting ~~going~~business ~~concern~~in ~~is dependent on~~ the ~~Company~~Washington, ~~generating~~DC ~~cash~~market, ~~from~~we ~~the~~intend ~~sale~~to ofconsistently ~~its~~explore ~~common~~the ~~stock~~best ~~and/or~~markets ~~obtaining~~that ~~debt~~meet ~~financing~~our ~~and~~objectives ~~attaining~~in ~~future~~pursuing ~~profitable~~mixed-use, ~~operations.~~single/multi-family ~~Management’s~~rental ~~plans include selling its equity securities~~ and ~~obtaining~~for-sale ~~debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts~~projects.

~~Note~~Our 4acquisition –strategy ~~PAYROLL~~will ~~TAXES~~focus ~~PAYABLE~~on viable, well- positioned regions that are anchored by strong tenant markets, robust job growth, and increased demand for housing.

~~The~~As ~~Company~~part ~~has~~of ~~not~~our ~~had~~long-term ~~payroll~~strategy, ~~and~~we noalso ~~payroll~~are ~~taxes~~seeking ~~due as since 2012. These balances were assigned~~ to ~~personally~~acquire toin ~~President~~the ~~Dan~~future ~~Snyder~~a bylending ~~the~~institution ~~IRS~~which aswill ~~stated~~further insupport ~~the~~our ~~prior~~commitment ~~reported~~to ~~December~~creating ~~31st,~~greater ~~2023,~~access ~~Form~~to ~~10-K~~capital.

~~Note~~Going 5forward, –we ~~SUBSEQUENT~~will ~~EVENTS~~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.

InNote ~~accordance~~2 ~~with~~– ~~ASC~~SUMMARY ~~Topic~~OF ~~855,~~SIGNIFICANT ~~“Subsequent~~ACCOUNTING 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 December 31, 2024, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.POLICIES

~~F-9~~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 financial year end December 31.

Principle of consolidation

The On September 29, 2025, Global Asset Management Group, Inc. (“GAMG” or the “Company”) completed a share exchange with DC Rental Portfolio Corp. (“DC Rental”), pursuant to which the Company issued 250,000,000 shares of common stock in exchange for 100% of the outstanding equity of DC Rental. As a result, the former shareholders of DC Rental obtained a controlling financial interest in the Company.

Accordingly, the transaction has been accounted for as a reverse merger (reverse recapitalization) under ASC 805-40, with DC Rental treated as the accounting acquirer and GAMG as the accounting acquiree.

On September 29, 2025, Global Asset Management Group, Inc. (“GAMG” or the “Company”) completed a share exchange with DC Rental Portfolio Corp. (“DC Rental”), pursuant to which the Company issued 250,000,000 shares of common stock in exchange for 100% of the outstanding equity of DC Rental. As a result, the former shareholders of DC Rental obtained a controlling financial interest in the Company.

The equity structure presented (common stock and additional paid-in capital) reflects that of the legal parent (GAMG) after giving effect to the reverse merger.

Common stock increased to $3,390,729, reflecting 339,072,858 shares issued and outstanding. Additional paid-in capital totaled $36,563,153

Other Acquisition – Bella Rio

On July 31, 2025, the Company acquired 100% of Bella Rio Marketing Agency, Inc. for 450,000 shares of common stock. This transaction was accounted for as a business combination under ASC 805. The impact was not material to the consolidated balance sheet as of December 31, 2025, and therefore no separate presentation is shown.

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.

F-8

Table of Contents

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 $49,077 cash as of December 31, 2025.

Fair Value of Financial Instruments

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 ASC 606, Revenue from Contracts with Customers. Revenue primarily consists of service‑based fees, including property management services, consulting income, and other contractual service arrangements. Revenue is recognized when control of the promised services transfers to the customer. The Company applies the ASC 606 five‑step model to all customer contracts:

(1) identify the contract; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price; and (5) recognize revenue when performance obligations are satisfied.

For property management and recurring service arrangements, revenue is recognized over time as services are rendered because the customer simultaneously receives and consumes the benefits. For one‑time consulting or advisory services, revenue is recognized at a point in time when the service is completed.

Amounts billed in advance are recorded as contract liabilities, while unbilled receivables for completed performance obligations are recorded as contract assets. The Company does not typically enter into contracts with significant financing components.

Management believes the revenue recognition policies appropriately reflect the timing and pattern of revenue in accordance with U.S. GAAP.

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASBASC 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 December 31, 2025 there were no potentially dilutive debt or equity instruments issued or outstanding.

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.

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.

F-9

Table of Contents

Note 3 – GOING CONCERN UNCERTAINTY

For the year ended December 31, 2025, and December 31, 2024, the Company incurred net losses of approximately ($153,729) and ($336,909) respectively.

These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations and acquisitions; however, there can be no assurance the Company will be successful in these efforts. In addition, during the year the Company completed two acquisitions which significantly increased the assets and business operations of the Company.

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.

Note 4 – ACCOUNT RECEIVABLES

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 year ended December 31, 2025, the Company had receivables written-off of $45,000.

Note 5 – ESCROW HOLDBACK

As of December 31, 2025, the Company recorded an escrow holdback of $1,606,494 in connection with the acquisition of DC Rental Portfolio Corp. These includes the following

Escrow Holdback – Construction 1,241,050

Escrow Holdback – Interest 350,925

Escrow Holdback – Insurance 2,857

Escrow Holdback - R/E Taxes 11,662

The escrow holdback represents funds contractually retained in escrow pursuant to the related financing agreements. Accordingly, the escrow holdback is presented as a non-current asset on the consolidated balance sheet as of December 31, 2025.

Note 6 – PROPERTY AND EQUIPMENT

As of December 31, 2025, property and equipment, net totaled $7,643,034.

Property and equipment primarily consist of residential real estate assets acquired in connection with the reverse merger with DC Rental Portfolio Corp. on September 29, 2025. In accordance with ASC 805, the acquired assets were recorded at their estimated fair value as of the acquisition date and are subsequently carried at cost less accumulated depreciation.

The Company evaluates property and equipment for impairment in accordance with ASC 360, Property, Plant and Equipment, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. No impairment losses were recognized for the year ended December 31, 2025.

Construction in Progress

Construction in progress of $577,510 represents costs incurred for property improvements and development activities that are not yet placed in service and, accordingly, are not depreciated until the related assets are ready for their intended use.

Note 7 – MORTGAGE DEBT

As of December 31, 2025, the Company had mortgage debt of $9,989,625, primarily related to income-producing residential real estate properties acquired in connection with the reverse merger with DC Rental Portfolio Corp.

The mortgage obligations are secured by the underlying real estate assets and generally bear interest at contractual rates with stated maturity dates. Interest is accrued and recognized as expense over the term of the respective agreements. The mortgage debt is recorded at the outstanding principal balance, net of any unamortized financing costs, in accordance with ASC 835-30, Interest. Related deferred financing costs, totaling $266,539, are presented separately on the consolidated balance sheet and are amortized over the term of the respective debt instruments using the effective interest method.

Note 8 – PAYROLL TAXES PAYABLE

The Company has not had payroll and no payroll taxes due since 2012.

Note 9 – INCOME TAXES

The Company accounts for income taxes under ASC 740, Income Taxes. For the year ended December 31, 2025, the Company incurred a net loss of ($153,729) and, therefore, has no current or deferred income tax expense.

Income tax rate reconciliation:

Description	Amount ($)			Rate (%)
Loss before income taxes	$	(153,729	)		100	%
Federal statutory rate		-			21	%
State taxes, net of federal benefit		-			0	%
Permanent differences		-			0	%
Effective income tax expense		-			0	%

The Company has net operating loss carry forwards for federal and state purposes that may be used to offset future taxable income. Deferred tax assets have been fully offset by a valuation allowance due to the uncertainty of realization.

Income taxes paid by jurisdiction: $0 (no taxes paid during the year).

Note 10 – 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 December 31, 2025, up through the date the Company issued the audited consolidated financial statements and determined that there are no events to disclose.

F-10

Filing Compare · Global Asset Management Group, Inc.