8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington

D.C. 20549

Form

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): December 12, 2023

HALLMARK

VENTURE GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission

file number 000-56477

florida	34-2001531
(State<br> or other jurisdiction of	(I.R.S.<br> Employer
incorporation<br> or organization)	Identification<br> No.)
5112 West Taft Road, Suite M, Liverpool, NY	13088
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(Address<br> of principal executive offices)	(Zip<br> Code)

877-646-4833

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common<br> Shares	HLLK	OTC<br> Markets

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On March 1, 2024, Hallmark Venture Group, Inc (the “Company”) issued a $100,000, 6% Demand Promissory note (the “Note”) to Alpha Strategies Trading Software, Inc., a non-affiliate of the Company. The Note matures on August 28, 2024, 180 days from the date of the Note. The Note has been issued to Holder in exchange for having made direct payments of Company expenses.

A copy of the Note which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K.

Item2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AND OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT;

The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K

ITEM

9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT

INDEX

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Exhibit Number	Description
10.01	$100,000 6% On Demand Promissory Note
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: March 6, 2024

Hallmark<br> Venture Group, Inc.
By:	/s/ John D.Murphy, Jr.
Name:	John<br> D. Murphy, Jr.
Title:	President<br> and Chief Executive Officer

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Exhibit 10.01

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FORM OF ON DEMAND PROMISSORYNOTE

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$100,000.00<br><br> <br>Amount	City, State	March 1, 2024<br><br> <br>Date

FOR VALUE RECEIVED, the Undersigned, hereinafter referred to as the “Debtor”, acknowledges that it is indebted to Alpha Strategies Trading Software Inc. (the “Lender”) in the amount stated herein and promises to pay on demand to the order of $100,000.00, with its principal place of business at [*], the principal sum of One Hundred Thousand dollars ($100,000.00) together with interest thereon from the date hereof to maturity at an annual interest rate of 6%, compounded annually.

Said principal sum is due on demand, and in the absence of any demand is due 180 (180) Days from the date hereof. All installments, prepayments, and other payments of principal and interest are payable to Lender at [*], or at such other place as the Lender or Debtor may hereafter and from time to time designate in writing.

This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or upon demand or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable. Any remedy of Lender or Debtor upon default of the Debtor shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Lender. The Debtor agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced. The Debtor waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal. No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right. This Note shall be governed by the laws of the State of Florida, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in Palm Beach County, Florida.

This Note may be assigned, in whole or in part, at the sole discretion of the Lender and does not require approval of the Debtor to approve such assignment.

[Signatures on Following Page]

[Signature Page to Demand Promissory Note]

Executed on_______________ [Date]
UNDERSIGNED:
Hallmark Venture Group, Inc
By:	John D. Murphy, Jr.
Its: President & CEO
EIN/TIN#:34-2001531
Funding:

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