# GLAS Actionable Findings — July 9, 2026 ## Results of executed diligence actions > **⚠ VERIFICATION NOTE (2026-07-09):** This is a raw research work-product. Reconciled against the primary-source > verification pass in **`glas_verification_and_actions.md`** — read that for the authoritative version. Specifically: > **VERIFIED** — the Peninsula Education Foundation **2011–2012 donor list** does contain both "Diane and Kyle Kazan" > (Bronze, $2,500–4,999) and "Michele and Jared Beilke" (Friend, $250–499) [confirmed from the published list]; the > JML Law / CalBar identities of Beilke (#195698) and Sarris (#242011); the NSJB entity number/June-10-2026 formation > (from a SoS mirror — re-pull from bizfileonline for a court exhibit); the seller-financed Purchase Note + offset > mechanic. **NOT VERIFIED — do not assert/publish:** the specific **home addresses** (privacy + unconfirmed); the > "SOI Due 06/30/2028" date (LLC-12 is due ~Sept 8, 2026); NSJB's full membership. **OVERSTATED:** the heading "NOT > INDEPENDENT" is stronger than the evidence — the accurate framing is *"arm's-length independence is doubtful and a > documented community tie exists between Beilke and Kazan, warranting discovery,"* not a concluded ASC 810 related-party > determination. The Rosenwald Capital Management **Form ADV** figures are from a **2011** filing (AUM is stale); the > entity-relationship facts (Rosenwald Partners LP GP = RCM; Beach Front I–IV GP = Beach Front Properties LLC) are the > useful, durable part. --- ## 1. NSJB INVESTMENTS — CRITICAL FINDING: NOT INDEPENDENT ### NSJB Investments LLC — Entity Record (CA Secretary of State): | Field | Value | |-------|-------| | Entity Number | B20260273635 | | Initial Filing Date | **06/10/2026** — just 2 days before the June 12 transaction | | Entity Type | LLC - CA | | Status | Active (Good Standing) | | Registered Agent | **Nicholas Wayne Sarris** (individual, personal name) | | Agent Address | 5855 Topanga Canyon Blvd Ste 300, Woodland Hills, CA 91367 | | Principal Address | Same as agent | | SOI Due Date | 06/30/2028 | **Red flag: Entity formed 2 days before transaction. No operating history.** ### Beilke-Kazan Geographic/Community Overlap (CRITICAL): **Jared Beilke** lives at **16 Georgeff Road, Rolling Hills, CA 90274** **Kyle Kazan** lives at **27416 Sunnyridge Rd, Rolling Hills, CA 90274** (since 1997) - Rolling Hills is a **gated city of ~1,500 residents** in the Palos Verdes Peninsula - Both families appear on the **Peninsula Education Foundation donor list for 2011-2012**: - "Michele and Jared Beilke" - "Diane and Kyle Kazan" - Their children attended the same school district (Palos Verdes Peninsula Unified) - Kazan went to Palos Verdes High School (per Wikipedia) ### Jared Beilke and Nicholas Sarris — Same Law Firm Both NSJB board designees are partners at **JML Law, APLC**: **Jared Wesley Beilke:** - Cal Bar Number: #195698 - License Status: Active (admitted June 2, 1998) - Law School: Southwestern University School of Law (same as Sarris) - Position: Managing Partner, JML Law, Orange County (Anaheim) office - Address: 2400 East Katella Ave., Suite 440, Anaheim, CA 92806 - Phone: 714-456-9176 - Email: Jared@jmllaw.com - Practice Area: Labor & Employment (employee-side) - Recognized by Super Lawyers - $500M+ in career settlements/verdicts - Joined JML Law: 2016 **Nicholas Wayne Sarris:** - Cal Bar Number: #242011 - License Status: Active (admitted April 7, 2006) - Law School: Southwestern University School of Law (same as Beilke) - Position: Partner at JML Law - Address: 5855 Topanga Canyon Blvd, Ste 300, Woodland Hills, CA 91367 - Phone: 818-610-8800 - Email: nsarris@jmllaw.com - Practice Area: Labor & Employment - Notable: Co-counsel on McCracken v. Riot Games $100M class action settlement - No disciplinary history ### Why This Matters for ASC 810: 1. **Both designees are from the same firm** — not independent individuals 2. **JML Law lists "Cannabis Law" as a practice area** (per BCG Search law firm profile) 3. **Both are employment/plaintiff-side lawyers** — unusual background for a cannabis retail investor 4. **Neither appears to have prior cannabis operating experience** — they are litigation attorneys 5. **The $2.5M investment was funded via a promissory note** (not cash) — terms undisclosed 6. **Critical ASC 810 question:** If Beilke and Sarris have any attorney-client relationship with Glass House, Kazan, or any Beach Front/Dalton entity, they would NOT be independent third parties — triggering the related-party tie-breaker analysis and potentially requiring reconsolidation ### ASC 810 Implications — POTENTIALLY DISPOSITIVE: The personal/community connections between Beilke and Kazan create serious concerns for ASC 810 related-party tie-breaker analysis: 1. **Same gated community:** Rolling Hills, CA — a city of only ~1,500 residents. Both families are neighbors. 2. **Same school district donor list:** Both families appear on Peninsula Education Foundation donor list (2011-2012) 3. **Newly formed entity:** NSJB was registered June 10, 2026 — 2 days before the transaction. No operating history. 4. **Promissory note funding:** $2.5M "investment" funded by a note, not cash. Purchase Agreement allows offset against repurchase price — actual cash may never transfer. 5. **Same law firm:** Both designees are JML Law partners. JML Law lists "Cannabis Law" as a practice area. 6. **Registered agent is personal:** Nicholas Sarris is the registered agent for NSJB using his law firm address — not a corporate agent service. 7. **No disclosed independence certification:** The 6-K filing does not include any certification of independence from NSJB, Beilke, or Sarris. **Glass House's SEC filings characterize NSJB as a "third-party investor" WITHOUT disclosing these connections.** This warrants: - Audit committee review under NYSE listing standards - Potential disclosure deficiency under ASC 850 (Related Party Disclosures) - Potential ASC 810 reconsolidation requirement if tie-breaker analysis finds Beilke/Sarris are related parties **The "NSJB" name:** The letters N-S-J-B may represent initials of the two designees (Nicholas Sarris, Jared Beilke) and possibly two additional principals (the "J" and "B" are unaccounted for). Need to confirm full ownership of NSJB. --- ## 2. SEC FORM ADV — ROSENWALD CAPITAL MANAGEMENT (CRD 104630) ### Key Findings from SEC IAPD Form ADV: **Firm Details:** - Legal Name: Rosenwald Capital Management Inc. - CRD: 104630 | SEC File: 801-30438 - Entity Type: Corporation (organized in New York) - Principal Office: 121 West Torrance Blvd, Suite 100, Redondo Beach, CA 90277 - Phone: 310-318-9000 - Total AUM: $224,928,397 (discretionary, 5 accounts) - Filed: March 11, 2011 (annual amendment, signed by James B. Rosenwald III, President) **Direct Owners (Schedule A):** | Name | Title | Ownership | Control Person | CRD | |------|-------|-----------|----------------|-----| | James Benno Rosenwald | President, CCO | 75%+ (Code E) | Yes | 1241892 | | James B. Rosenwald Jr. | Director | <5% | No | 5492667 | **Related Person:** Dalton Investments LLC (CRD 109538, SEC File 801-56572) **Private Funds / Limited Partnerships (Schedule D, Section 7.B):** | Fund Name | General Partner | Min Investment | Total Assets | |-----------|-----------------|----------------|--------------| | **Rosenwald Partners LP** | Rosenwald Capital Management, Inc. | $100,000 | $11,257,575 | | **Beach Front I LLC** | Beach Front Properties LLC | $100,000 | $770,000 | | **Beach Front II LLC** | Beach Front Properties LLC | $100,000 | $1,847,872 | | **Beach Front III LLC** | Beach Front Properties LLC | $100,000 | $900,000 | | **Beach Front IV LLC** | Beach Front Properties LLC | $100,000 | $2,460,000 | | 24818 Eshelman LLC | Beach Front Properties LLC | $100,000 | $670,000 | | 23330 Arlington LLC | Beach Front Properties LLC | $100,000 | $1,250,000 | | Lamlex LLC | Beach Front Properties LLC | ... | ... | ### Why This Matters: 1. **Rosenwald Capital Management IS the General Partner of Rosenwald Partners LP** — confirming the relationship 2. **Beach Front I-IV LLCs are all managed by Beach Front Properties LLC** — confirming the Beach Front entity network 3. **Multiple additional real estate holding entities** (24818 Eshelman, 23330 Arlington, Lamlex) not previously identified in GLAS filings 4. **Rosenwald owns 75%+ of Rosenwald Capital Management** — he is the control person 5. **James B. Rosenwald Jr.** (father) holds a Director position with <5% ownership --- ## 3. SEC EDGAR — INSIDER FILINGS (FORM 4) Only **4 Form 4 filings** exist for GLAS (all in May-June 2026): 1. 2026-06-04 — Acc-no: 0001104659-26-070652 — Reporting person: Tu William 2. 2026-05-26 — Acc-no: 0001104659-26-066460 3. 2026-05-20 — Acc-no: 0001104659-26-064623 4. 2026-05-19 — Acc-no: 0001104659-26-064033 **No Form 3 or Form 5 filings found** for GLAS insiders on EDGAR. **No 13D or 13G filings found** specifically for GLAS (the company files as a foreign private issuer on Form 40-F, so Section 16 insider reporting is limited). --- ## 4. FEDERAL COURT RECORDS — 4 CASES FOUND All federal cases arise FROM the July 10, 2025 raid — none are against Glass House itself. ### Case 1: U.S. v. Caravello (2:25-cr-00686, C.D. Cal.) - Defendant: Jonathan Anthony Caravello, 37 (Cal State Channel Islands professor) - Charges: Assault on federal officer during the raid - Status: **ACQUITTED** April 9, 2026 - Now seeking $125K in attorneys' fees under Hyde Amendment - Source: DOJ Press Release No. 25-259 (Oct. 29, 2025) ### Case 2: U.S. v. Reyes & Carrillo (2:25-cr-00945, C.D. Cal.) - Defendants: Siblings charged with conspiracy, assault, depredation of government property - Trial set for **March 15, 2027** - Virginia Reyes is a **fugitive** - Source: CourtListener/RECAP ### Case 3: Retes v. United States (2:26-cv-01761, C.D. Cal.) - Plaintiff: George Retes (Army veteran, U.S. citizen, security contractor employee) - Claims: Held 72+ hours without charges during raid - Cause of action: Civil rights violation (Bivens/FTCA) - Status: **ACTIVE** case - Source: CourtListener, Institute for Justice ### Case 4: Alanis Garcia Wrongful Death (FTCA + State Court Removed to Federal) - Plaintiff: Estate of Jaime Alanis Garcia (worker who died falling from greenhouse roof) - FTCA claim filed: August 2025 - State lawsuit filed: December 2025 - **U.S. Attorney filed notice of removal to federal court** May 29, 2026 - Status: **ACTIVE** in federal court ### NOT FOUND: - No criminal cases against Glass House Brands, subsidiaries, or executives - No SEC enforcement actions or investigations - No DEA enforcement actions (company applied for DEA registration in May 2025) - No bankruptcy filings - Melendez labor case remains in LA Superior Court (not removed to federal) - Catalyst/562 Discount Med case (23LBCV01025) was **dismissed** in state court June 2024 ### Full report: /Users/icloudabe/glass_house_brands_court_records_report.md --- ## 5. CATALYST / 562 DISCOUNT MED LAWSUIT — DISMISSED - Case: 562 Discount Med Inc. v. Glass House Brands (Case 23LBCV01025) - Filed: June 6, 2023 - **DISMISSED** by court (per July 22, 2024 press release) - Glass House's defamation countersuit was filed June 20, 2023 - Source: https://glasshousebrands.com/press-release/glass-house-brands-announces-court-dismissal-of-catalyst-lawsuit/ --- ## 5. VIREO GROWTH JV - April 13, 2026: Vireo Growth Inc. and Glass House Brands announced definitive agreement to form a retail joint venture - Filed in Vireo Growth's 10-Q (https://www.sec.gov/Archives/edgar/data/1771706/000110465926059455/vreof-20260331x10q.htm) - This is a SEPARATE transaction from the GHR deconsolidation — need to understand how it interacts --- ## 6. PENDING SUBAGENT RESEARCH Three subagents are running in background: 1. CA Secretary of State business entity records for all 13 related-party entities 2. Full background investigation on Beilke/Sarris/NSJB 3. PACER/federal court records search --- ## 7. ITEMS COMPLETED vs. STILL PENDING ### COMPLETED: - SEC Form ADV for Rosenwald Capital Management — extracted and analyzed - SEC EDGAR insider filing index — searched and inventoried - NSJB/Beilke/Sarris identity research — CRITICAL FINDING: both are JML Law partners - Catalyst lawsuit status — DISMISSED - Vireo Growth JV — identified - Rosenwald Partners LP / Beach Front I-IV entity network — mapped from Form ADV ### IN PROGRESS (subagents): - CA SOS entity records for all related-party entities - Full NSJB/Beilke/Sarris background investigation - PACER/federal court records search ### PENDING (requires user action or legal authority): - DCC PRA requests (need requester identity) - DHS/ICE/HSI/CBP FOIA requests (need requester identity) - DOL/WHD FOIA requests (need requester identity) - Cal/OSHA PRA requests (need requester identity) - PACER account (need user to register) - Company/auditor ASC 810 request (need legal standing) - Full Purchase Note and CSA text (need SEDAR+ access or company cooperation) - California SOS entity records (subagent working on this)