10-K - HLLK - Equibles

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

Forthe fiscal year ended December 31, 2024

☐

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

For

the transition period from ____________ to ____________

Commission

file number 000-56477

HALLMARK

VENTURE GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	34-2001531
(State or other jurisdiction of<br><br> <br>incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)

1800N Town Center Drive, STE 100, Las Vegas, NV 89144

(Address of Principal Executive Offices with Zip Code)

Registrant’s

telephone number, including area code 877-646-4833

Securities

registered pursuant to Section 12(b) of the Act: None.

Securities

registered pursuant to Section 12(g) of the Act:

CommonStock, $0.001 par value

Title

of Class

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 Section 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 and post such files). Yes ☒ No ☐

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

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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. ☐

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

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). ☐

State

the aggregate market value of the voting and non-voting common equity held by non-affiliates: $1,691,940.48 based on 497,629,552 non-affiliate shares outstanding at $0.0034 per share, which is the price at which the common shares were last sold on the last business day of the registrant’s most recently completed second fiscal quarter.

As

of the date of this filing, there were 523,925,844 shares of the issuer’s common stock outstanding.

HALLMARK

VENTURE GROUP, INC.

TABLE

OF CONTENTS

		Page
PART I
Item<br> 1.	Business	3
Item<br> 1A.	Risk Factors	6
Item<br> 1B.	Unresolved Staff Comments	6
Item<br> 2.	Property	7
Item<br> 3.	Legal Proceedings	7
Item<br> 4.	Mine Safety Disclosures	7
PART II
Item<br> 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item<br> 6.	[Reserved]	8
Item<br> 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	8
Item<br> 7A.	Quantitative and Qualitative Disclosure About Market Risk	10
Item<br> 8.	Financial Statements and Supplementary Data	F-1
Item<br> 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item<br> 9A.	Controls and Procedures	11
Item<br> 9B.	Other Information	12
Item<br> 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	12
PART III
Item<br> 10.	Directors, Executive Officers and Corporate Governance	12
Item<br> 11.	Executive Compensation	14
Item<br> 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item<br> 13.	Certain Relationships and Related Transactions, and Director Independence	16
Item<br> 14.	Principal Accountant Fees and Services	17
PART IV
Item<br> 15.	Exhibits, and Financial Statement Schedules	18
Item<br> 16	Form 10-K Summary	18
	Signatures	19

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PART

ITEM

DESCRIPTION OF BUSINESS

Forward-LookingStatements

Unless the context indicates otherwise, as used in this Annual Report, the terms “HLLK,” “we,” “us,” “our,” “our company” and “our business” refer, to HALLMARK VENTURE GROUP, INC., including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

GeneralBackground of the Company

Hallmark Venture Group, Inc. (“we”, “us”, “our” or the “Company”) was originally incorporated in the State of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart USA, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On July 16, 2008, the Company changed its name to Hallmark Venture Group, Inc. On March 22, 2022, the Company redomiciled and became a Florida corporation.

On November 2, 2020, the Company entered into a Plan of Merger and Acquisition Agreement (the “Stonecrest Merger Agreement”), pursuant to which the Company purchased Stonecrest Owner, LLC in exchange for the issuance of 10,000,000 shares of common stock and 100,000 shares of Series A preferred stock to the members of Stonecrest Owner, LLC. On July 12, 2021, the parties agreed to cancel and unwind the transactions contemplated by the Stonecrest Merger Agreement. As a result, all of the shares of common stock and preferred stock that were issued as part of that transaction were canceled.

On September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into that certain Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in and to Jubilee in exchange for 100,000 shares of Series A Preferred Stock. As a result of the Merger, Jubilee has become a wholly owned and operating subsidiary of the Company.

About Jubilee

ExecutiveSummary

Our company’s proprietary SEM platform automates the creation, optimization, and scaling of digital advertising campaigns across key platforms like Facebook, GDN, and Taboola. By leveraging a direct feed from Yahoo’s partner network, we access real-time data that significantly enhances campaign performance. Through the integration of machine learning and AI, our platform optimizes ad spend, scales profitable campaigns, and pauses or restructures underperforming ones in real time.

In addition to our technological advancements, our transition into the public markets is enabling us to expand rapidly, and gain access to capital markets. Our reverse merger, combined with a potential acquisition, provides a pathway for sustained growth and increased market presence.

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SEMAutomation and Machine Learning

Our platform integrates machine learning and AI to automate the entire SEM process, from keyword research to campaign generation and optimization. This system eliminates the need for manual intervention, drastically reducing the time and resources required for effective SEM management.

●	Keyword<br> Research: Our platform analyzes massive datasets of search queries, user behaviors, and historical<br> performance metrics to identify high-intent keywords that are most likely to convert. Unlike<br> traditional methods of keyword selection, our machine learning algorithms continuously refine<br> keyword targeting by learning from the performance of active campaigns, adjusting in real<br> time. This enables us to stay ahead of changing trends and user behaviors, ensuring that<br> our campaigns are always aligned with current search demand.
●	Campaign<br> Generation: The platform generates thousands of ad variations tailored to specific audience<br> segments. Using advanced data analytics, our system determines the best combination of ad<br> copy, visuals, and keywords to maximize engagement. We analyze historical performance across<br> similar campaigns and identify which variables contribute most to conversions, allowing us<br> to create highly personalized and optimized ads at scale.
---	---
●	Optimization<br> Algorithms: Our AI-driven optimization algorithms constantly analyze live data to adjust<br> bids, placements, and budgets in real time. This ensures that ad spend is directed toward<br> the most profitable opportunities while minimizing waste. Through predictive modeling, the<br> platform anticipates shifts in user behavior patterns, adjusting the campaign strategy preemptively<br> to maintain performance.
---	---
●	Scalability:<br> One of the key strengths of our platform is its ability to automatically scale profitable<br> campaigns. Once the system identifies a campaign that is delivering strong results, it rapidly<br> increases the budget and bid amounts to capitalize on the momentum. Conversely, underperforming<br> campaigns are paused or restructured, ensuring that ad spend is allocated efficiently.
---	---
●	Yahoo<br> Partner Network Feed – Our access to a direct feed from Yahoo’s partner network<br> gives us a competitive edge by providing access to first-party data, allowing us to target<br> high-quality traffic that many other advertisers cannot reach. The integration enables us<br> to refine our targeting strategies and optimize campaigns in real time, resulting in higher<br> engagement and conversion rates. Additionally, this data allows us to build detailed audience<br> profiles that help improve the precision of our keyword targeting, leading to better overall<br> campaign performance.
---	---

TechnicalOverview

Predictive Keyword Research Using Random Forest Regressor

We utilize a random forest regressor to process and analyze vast amounts of keyword data, often encompassing hundreds of thousands of data points. A random forest regressor is a machine learning algorithm used for predicting continuous values. It builds multiple decision trees during training, each using different subsets of the data, and averages the results to make predictions. This approach improves accuracy and reduces overfitting by leveraging the collective decision-making of several trees, which helps handle the complexity of large datasets.

The random forest model is particularly effective for our use case because it excels at handling large, complex datasets and can account for non-linear relationships between variables. Our model factors in key metrics such as search volume, bid cost, competition level, and historical performance to make accurate keyword predictions.

●

Feature Engineering: Our model utilizes a wide array of features, including search intent, seasonality, and location-specific factors, to improve the precision of its predictions. By incorporating dynamic features that adapt to user behavior in real time, our system is able to consistently identify the highest-performing keywords for each campaign. This continuous learning process ensures that our campaigns are always aligned with the most current trends and opportunities.

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| --- | | ● | Scalability: The random forest model can handle extremely large datasets, making it ideal for processing the vast amounts of data generated by SEM campaigns. This scalability allows us to quickly adapt to new data inputs, ensuring that our keyword targeting remains sharp even as market conditions change. | | --- | --- |

Timeseries Prediction Using Support Vector Regressor (SVR)

For predicting profitability based on time-series data, we utilize the Support Vector Regressor (SVR). SVR is a powerful machine learning model that excels at capturing non-linear relationships in the data. By using a kernel trick, SVR can map input data into higher-dimensional spaces, allowing it to capture complex patterns and trends in campaign profitability over time.

●	Time-of-Day<br> Optimization: By using SVR to identify non-linear trends in profitability, we can predict<br> the optimal time windows for launching campaigns, ensuring that ad spend is allocated during<br> periods with the highest likelihood of conversions. This model helps us capture profitability<br> dynamics more accurately than linear models, which may miss crucial non-linear relationships.

Traffic Quality Improvement Using Support Vector Machine (SVM) Classifier

To improve traffic quality and block underperforming sites, we use a Support Vector Machine (SVM) Classifier. SVM is a supervised learning model that finds the optimal boundary between different classes of data points. It is particularly effective in high dimensional spaces and works well when there’s a clear margin of separation between classes. We use SVM to classify traffic sources as “good” or “bad” based on various engagement and performance metrics.

●

Traffic Quality (TQ) Scores: The SVM classifier evaluates traffic sources based on factors such as engagement rates, conversion potential, and historical performance. It assigns a quality score to each site, allowing us to block low-quality traffic while directing ad spend to high-quality sources. This classification process ensures that our advertisers receive the best possible traffic for their campaigns.

Real-Time Centralized Reporting

All our reporting is centralized into a unified dashboard that provides real-time insights into campaign performance, keyword effectiveness, and traffic quality.

●	Unified<br> Dashboard: Clients have full access to the dashboard, which allows them to monitor the progress<br> of their campaigns, view performance metrics, and make data-driven decisions. This level<br> of transparency fosters trust and allows for quick adjustments based on live data.
●	Insights<br> at Scale: Our platform is capable of processing and displaying insights from vast datasets,<br> providing a comprehensive view of campaign performance that helps clients optimize their<br> strategies in real time.
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CompetitiveAdvantage

Our platform stands apart because it seamlessly integrates real-time data, machine learning models, and direct feeds from top-tier search engines. Unlike many platforms that require manual adjustments, our system automates every aspect of campaign creation, optimization, and scaling, resulting in significant efficiency gains and performance improvements for our clients.

●	Unique<br> Data Integration: Our direct feed from partner search engine networks allows us access to<br> exclusive, high-quality data streams that significantly enhance our ability to target audiences<br> with precision.
●	AI-Driven<br> Insights: Our machine learning models are continuously learning and optimizing, which means<br> that campaigns are consistently running at peak performance.
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Conclusion

Our proprietary SEM platform offers a cutting-edge solution for managing and scaling SEM campaigns through automation, AI, and machine learning. With access to a direct feed from Yahoo’s partner network and the ability to seamlessly integrate across platforms like Facebook, GDN, and Taboola, our system is optimized for profitability. Our partnership with a fully integrated credit firm, along with our strategic reverse merger, presents a significant growth and acquisition opportunity, underscoring the value of our platform.

ContactInformation

More information on our SEM automation platform can be found at: https://jubileeintel.com.

CorporateInformation

Our Company’s headquarters is located at 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144. Our telephone number is 877-646-4833.

Implicationsof Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined under the Securities Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

●	not<br> being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or<br> the Sarbanes-Oxley Act);
●	reduced<br> disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
●	exemptions<br> from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute<br> payments not previously approved.

In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2024; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.

ITEM

1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM

1B. UNRESOLVED STAFF COMMENTS

None.

ITEM

1C. CYBERSECURITY

Our Board of Directors oversees cybersecurity risk management in compliance with SEC guidance. Management’s role includes assessing and managing material risks from cybersecurity threats, developing and implementing cybersecurity policies and procedures, and ensuring compliance with applicable regulations.

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To date, we have not experienced any material cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business operations, financial condition, or results of operations. We remain vigilant in our efforts to protect against potential threats and continually assess our cybersecurity posture to adapt to the evolving threat landscape.

ITEM

PROPERTIES

We do not own any real property. Our Chief Executive Officer, Evan Bloomberg, provides complimentary office space for our company.

ITEM

LEGAL PROCEEDINGS

None

ITEM

MINE SAFETY DISCLOSURES

Not applicable.

PART

II.

ITEM

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MarketInformation

Our common stock is quoted under the symbol “HLLK” on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (“OTC Pink”), where an established public trading market for our common stock exists. The range of reported high and reported low sales prices per share for our common stock for each fiscal quarter during 2024 and 2023, as reported by NASDAQ and the OTC Markets Group, is set forth below.

Quarterlycommon stock Price Ranges

Fiscal Year 2024, Quarter Ended:	High		Low
March 31, 2024	$	0.0033	$	0.0002
June 30, 2024	$	0.0006	$	0.0002
September 30, 2024	$	0.0115	$	0.0003
December 31, 2024	$	0.0115	$	0.0006
Fiscal Year 2023, Quarter Ended:	High		Low
---	---	---	---	---
March 31, 2023	$	0.0032	$	0.0001
June 30, 2023	$	0.0025	$	0.0001
September 30, 2023	$	0.0024	$	0.0005
December 31, 2023	$	0.002	$	0.0006

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At December 31, 2024, there were approximately 1,882 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name.

The transfer agent and registrar for our common stock is Liberty Stock Transfer, Inc., 788 Shrewsbury Ave., Suite 2163, Tinton Falls, NJ 07724. Their telephone number is (732) 372-0707, ext. 101.

DividendPolicy

We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

RecentIssuance of Unregistered Securities

None.

SecuritiesAuthorized for Issuance Under Equity Compensation Plans

None.

Item6. [Reserved]

ITEM

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

Thefollowing discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024, and 2023,should be read in conjunction with the financial statements and notes related thereto included elsewhere in this report.

Overview

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GoingConcern

We have only limited capital. Additional financing is necessary for us to continue as a going concern. The report of the independent registered public accounting firm accompanying our financial statements for the years ended December 31, 2024 and 2023 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern”, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Resultsof Operations

Yearended December 31, 2024, compared to the year ended December 31, 2023

During the year ended December 31, 2024, we generated $609,549 in revenue as compared to $nil during the year ended December 31, 2023. The increase in revenues is a result of the operations of our wholly owned subsidiary. We expect revenues to increase over the next 12 months as we continue to scale our business and operations. The cost associated with our revenues for the year ended December 31, 2024, was $89,087, as compared to $nil for the year ended December 31, 2023.

For the years ended December 31, 2024 and 2023, we had general and administrative expenses of $52,847 and $7,670, respectively, an increase of $45,177. Other operating expenses consisted of professional fees and payroll expense. While there was little change in professional fees for the year ended December 31, 2024, as compared to December 31, 2023, our payroll expense increased from $nil in 2023 to $158,995 in 2024.

For the year ended December 31, 2024, we had a total other expense of $117,399, which included $55,248 of interest expense, amortization of debt discount of $216,768, a loss on the issuance of convertible debt of $278,156, a gain in the change of fair value of a derivative of $161,263, and a gain on the conversion of debt in the amount of $265,824.

For the year ended December 31, 2023, we had a total other expense of $147,458, which included $22,036 of interest expense, amortization of debt discount of $59,659, a loss on the issuance of convertible debt of $337,263, and a gain in the change of fair value of a derivative of $280,335.

We had a net income of $154,146 for the year ended December 31, 2024, compared to a net loss of $195,084 for the year ended December 31, 2023.

Our major expenses consist of fees to consultants, lawyers and accountants incurred in connection with our obligation to file periodic reports with the SEC, which entails payment of professional fees to accountants and lawyers. We expect the level of our operating expenses to scale commensurate with our increased operations.

Liquidityand Capital Resources

At December 31, 2024 and 2023, we had $26,015 and $nil, respectively, in cash on hand and there were outstanding liabilities of $1,280,041 and $850,078, respectively. The working capital deficits were $593,505 and $850,078, respectively.

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For the year ended December 31, 2024, the Company used $253,076 of cash for operations as compared to $41,935 for the year ended December 31, 2023. The net cash provided by the financing activities for the year ended December 31, 2024 was $379,091 as compared to $41,935 for the year ended December 31, 2023.

The Company does not believe its current cash balance will be sufficient to allow the Company to fund its planned operating activities for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operations. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail some of its planned activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities should the Company be unable to continue as a going concern.

Achieving profitability is dependent on achieving a level of revenue adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offerings and may seek additional capital through arrangements with strategic partners from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. Any equity financing may be dilutive to existing shareholders.

CriticalAccounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

Item7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HALLMARK

VENTURE GROUP, INC.

INDEX

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB 5968)	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 Stockholders’ Deficit for the Years Ended S 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 the Consolidated Financial Statements	F-7

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Reportof Independent Registered Public Accounting Firm

The

Board of Directors and Stockholders of

HALLMARK

VENTURES GROUP, INC.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hallmark Ventures Group, Inc. (the ‘Company’) as of December 31, 2024, and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years ended December 31, 2024, and 2023, 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 2023, and the results of its operations and its cash flows for each of the two years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The 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 $(3,096,015), a negative working capital of $(593,505). 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.

Basis for Opinion

These financial 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.

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 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.

Our audits 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.

Critical Audit Matters

Critical audit 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, subjective, or 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.

/s/OLAYINKA OYEBOLA & CO.

OLAYINKA

OYEBOLA & CO.

(CharteredAccountants)

Lagos, Nigeria

We have served as the Company’s auditor since 2024.

March 25, 2025

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HALLMARK

VENTURE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

			December 31, <br> 2023
ASSETS
CURRENT ASSETS:
Cash	26,015		$	—
Accounts receivable	555,195			—
Note receivable	100,000			—
Interest receivable	5,326			—
TOTAL ASSETS	686,536		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	26,381		$	281,716
Accrued compensation	56,666
Due to related parties	826			—
Convertible notes payable – related party, net of debt discount of 0 and 23,586	74,501			71,230
Convertible notes payable – net of debt discount of 33,333	317,452			—
Convertible notes payable	317,452			—
Notes payable	243,121			—
Accrued interest - related party	11,075			7,555
Accrued interest	3,735			3,426
Derivative liability	510,154			293,621
Stock payable	36,130			36,130
Settlement liability	—			9,601
Settlement liability - related party	—			146,799
Settlement liability	—			146,799
Total Current Liabilities	1,280,041			850,078
COMMITMENTS AND CONTINGENCIES	-			-
STOCKHOLDERS’ DEFICIT:
Series A Preferred stock, 200,000 shares authorized, 0.001 par value; 100,000 and 100,000 issued and outstanding, respectively	100			100
Common stock, 2,499,900,000 shares authorized, 0.001 par value; 523,925,844 and 612,179,943 issued and outstanding, respectively	523,925			612,179
Additional paid-in capital	1,978,485			1,787,804
Accumulated deficit	(3,096,015	)		(3,250,161	)
Total Stockholders’ Deficit	(593,505	)		(850,078	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	686,536		$	—

All values are in US Dollars.

The

accompanying notes are an integral part of these financial statements.

| F-3 |

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HALLMARK

VENTURE GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	2024			2023
	For the Years Ended <br>December 31,
	2024			2023
Revenue	$	609,549		$	—
Cost of revenue		(89,087	)		—
Gross margin	$	520,462		$	—
Expenses:
General and administrative	$	52,847		$	7,670
Professional fees		37,075			39,956
Payroll expense		158,995			—
Total operating expenses		248,917			47,626
Income (loss) from operations		271,545			(47,626	)
Other income (expense):
Interest expense		(55,248	)		(22,036	)
Imputed interest expense		—			(8,835	)
Interest income		5,326			—
Amortization of debt discount		(216,768	)		(59,659	)
Gain on conversion of debt		265,824			—
Change in fair value of derivative		161,623			280,335
Loss on issuance of convertible note		(278,156	)		(337,263	)
Total other expense		(117,399	)		(147,458	)
Net income (loss) before income taxes		154,146			(195,084	)
Provision for income tax		—			—
Net Income (Loss)	$	154,146		$	(195,084	)
Income (loss) per share – basic	$	0.00		$	(0.00	)
Income (loss) per share –diluted	$	0.00		$	(0.00	)
Weighted average shares outstanding – basic		596,657,504			351,004,670
Weighted average shares outstanding diluted		872,068,367			840,391,670

The

accompanying notes are an integral part of these financial statements.

| F-4 |

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HALLMARK

VENTURE GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
	Series A Preferred Stock				Common Stock						Additional<br><br> <br>Paid-in			Accumulated			Total Stockholder’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, December 31, 2022		100,000	$	100		216,403,374		$	216,403		$	1,940,226		$	(3,055,077	)	$	(898,348	)
Common stock issued for payment on settlement liability		—		—		222,639,041			222,639			(92,420	)		—			130,219
Common stock issued for payment on settlement liability - related party		—		—		173,146,328			173,146			(71,596	)		—			101,550
Shares canceled		—		—		(8,800	)		(9	)		9			—			—
Forgiveness of debt – related party		—		—		—			—			2,750			—			2,750
Imputed interest on amounts due to related party		—		—		—			—			8,835			—			8,835
Net loss		—		—		—			—			—			(195,084	)		(195,084	)
Balance, December 31, 2023		100,000		100		612,179,943			612,179			1,787,804			(3,250,161	)		(850,078	)
Balance		100,000		100		612,179,943			612,179			1,787,804			(3,250,161	)		(850,078	)
Common stock issued for payment on settlement liability		—		—		10,005,580			10,006			(5,002	)		—			5,004
Forgiveness of debt related party		—		—		—			—			97,423			—			97,423
Cancellation of shares		—		—		(98,259,679	)		(98,260	)		98,260			—
Net income		—		—		—			—			—			154,146			154,146
Net income (loss)		—		—		—			—			—			154,146			154,146
Balance, December 31, 2024		100,000	$	100		523,925,844		$	523,925		$	1,978,485		$	(3,096,015	)	$	(593,505	)
Balance		100,000	$	100		523,925,844		$	523,925		$	1,978,485		$	(3,096,015	)	$	(593,505	)

The

accompanying notes are an integral part of these financial statements.

| F-5 |

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HALLMARK VENTURE GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

	2024			2023
	For the Years Ended <br> December 31,
	2024			2023
Cash Flows from Operating Activities:
Net income (loss)	$	154,146		$	(195,084	)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Imputed interest on amounts due to related party		—			8,835
Amortization of debt discount		216,768			59,659
Change in fair value of derivative		(161,623	)		(280,335	)
Loss on issuance of convertible debt		278,156			337,263
Gain on forgiveness of debt		(265,824	)		—
Changes in operating assets and liabilities:
Accounts receivable		(555,195	)		—
Interest receivable		(5,326	)		—
Accounts payable and accrued expenses		6,859			17,488
Accrued compensation		56,666			—
Accrued interest – related party		21,988			7,555
Accrued interest		309			2,685
Net cash used in operating activities		(253,076	)		(41,935	)
Cash Flows from Investing Activities:
Issuance of note receivable		(100,000	)		—
Net cash used by investing activities		(100,000	)		—
Cash Flows from Financing Activities:
Proceeds from convertible note payable - related party		2,951			41,935
Proceeds from notes payable		376,140			—
Net cash provided by financing activities		379,091			41,935
Net Change in Cash		26,015			—
Cash beginning of year		—			—
Cash end of year	$	26,015		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	—
Income taxes	$	—		$	—
NON-CASH TRANSACTIONS:
Common stock issued for payment on settlement liability - related party	$	—		$	101,550
Common stock issued for payment of debt	$	—		$	130,219
Forgiveness of debt – related party	$	97,423		$	—
Common stock issued for payment of debt	$	5,003		$	—

The

accompanying notes are an integral part of these financial statements.

| F-6 |

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HALLMARK

VENTURE GROUP, INC.

Notes

to Financial Statements

December

31, 2024

NOTE

1 — ORGANIZATION AND OPERATIONS

Hallmark Venture Group, Inc., was originally incorporated in the state of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart USA, Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On July 16, 2008, the Company changed its name to Hallmark Venture Group, Inc.

On May 4, 2020, Living Waters, LLC (“LWLLC”) obtained management control of the Company from its previous CEO and Director, Robert Cashman (“Cashman”), pursuant to a contingent Share Purchase Agreement (the “SPA”), dated as of May 4, 2020, by and among LWLLC and Cashman, whereby certain preferred shares (the “Preferred Shares”) that represent the voting control interest in the Company were to be issued to LWLLC (the “Transaction”).

On May 27, 2020, in connection with the Transaction and in accordance with provisions of the SPA, LWLLC assigned the SPA to Medical Southern, LLC (“MSLLC”). On August 13, 2020, all issued and outstanding Preferred Shares were issued to a designee of MSLLC, Top Knot, Inc. USA (“TKIU”).

On

August 17, 2020, in connection with the Transaction and in accordance with provisions of the SPA, MSLLC assigned the SPA to Stonecrest Acquisition, LLC (“SALLC”). As a consequence of the Transaction, a change of control of the Company occurred. As a result of the Transaction TKIU obtained voting control of the Company. Subsequently, on October 19, 2020, TKIU assigned 100% of the Preferred Shares it held to Endicott Holdings Group, LLC (“Endicott”).

On

June 20, 2022, Endicott transferred 100% of the preferred shares, and 110,646,679 of the shares of common stock it held, to Beartooth Asset Holdings, LLC, an entity controlled by the Company’s Secretary, Paul Strickland, resulting in a change of control of the Company.

On

July 7, 2022, Beartooth Asset Holdings, LLC (an entity controlled by Paul Strickland, the Company’s secretary and a member of its board of directors) transferred 75,000 Series A Preferred Shares to JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., President CEO of the Company and a Member of the Board of Directors, resulting in a change of control of the Company.

On July 12, 2022, Paul Strickland, the Company’s Principal Financial Officer, became a director of the Company.

On

January 11, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy, Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“Murphy”), and Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, both entities controlled by Paul Stirckland (“Strickland”), and Steven Arenal and Aurum International Ltd., an entity controlled by Steven Arenal (“Aurum”) and, pursuant to which Murphy, Strickland, and their respective control entities will assign the Series A preferred shares controlled by each to Aurum. Strickland will transfer 98,259,679 in restricted common shares to Aurum. In exchange, Murphy and Strickland will each retain 5% equity in the Company, post-restructuring, and those shares will have an 18-month anti-dilution provision as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland will also cancel debts owed to each by the Company. Strickland will cancel $83,342.25 in debts. Murphy will cancel $74,501 in debts. Murphy will receive $70,000 from Aurum in exchange for partial debt cancellation to be delivered into Escrow on February 27, 2024. Aurum will receive a $77,000 10% convertible promissory note in exchange for partially paying the Company’s debt owed to Murphy. The Consideration outlined herein is subject to the provisions of the Escrow Agreement between the Parties. The Company officially moved its place of business to 626 Wilshire Blvd., Suite 410, Los Angeles, California 90017.

On January 11, 2024, John D. Murphy, Jr. resigned as Director and Officer of the Company and all other positions he may hold with the Company.

| F-7 |

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On January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he may hold with the Company.

On January 11, 2024, Steven Arenal was elected as Director of the Company and appointed Chief Executive Officer, President, and Secretary of the Company.

On February 27, 2024, Steve Arenal and Aurum International Ltd. were given notice of default and failure to perform on the agreements they had signed, and Strickland and Murphy also gave notice of cancellation of all the foregoing agreements.

On February 28, 2024, a special meeting of shareholders was held removing Arenal and reinstating Murphy and Strickland and reversing & canceling all of the foregoing Aurum International Ltd / Arenal agreements.

On February 28, 2024, the Company filed an 8-K disclosing the cancellation, termination, and failure to perform on the aforementioned Arenal / Aurum agreements.

On March 4, 2024: The Company and its Board of Directors approved a 1:500 reverse split of the Company’s common stock.

On March 4, 2024: The shareholders required to vote approved the Board’s 1:500 reverse split of the Company’s common stock.

On March 7, 2024: The Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the 1:500 reverse split of the Company’s common stock. The completion of the reverse split is pending final approval by FINRA.

On September 26, 2024, the Company and its Board of Directors approved the following; i) Agreement and Plan of Reorganization; ii) Change of Control Agreement; iii) Escrow Agreement, iv) Anti-Dilution Agreement; v) Cancellation of the October 6, 2022 Selkirk Global Holdings, LLC Note; vi) Cancellation of the April 6, 2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the December 12, 2023 Strickland Convertible Exchange Note; viii); and the Company authorized its Secretary to open a bank account in the name of the Company.

On

September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into that certain Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in and to Jubilee in exchange for 100,000 shares of Series A Preferred Stock. As a result of the Merger, Jubilee has become a wholly owned and operating subsidiary of the Company.

Pursuant to the Change of Control Agreement, Evan Bloomberg was assigned 100,000 shares of Series A Preferred Stock. By virtue of this stock assignment, Mr. Bloomberg assumed full voting control of the Company.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Useof Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

| F-8 |

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Stock-basedCompensation

In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-BasedPayment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

RelatedParty Transactions

Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel or affiliate. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company, in accordance with ASC 850 presents disclosures about related party transactions and outstanding balances with related parties.

DerivativeFinancial Instruments

The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

FairValue of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level<br> 1:	Quoted<br> market prices available in active markets for identical assets or liabilities as of the reporting date.
Level<br> 2:	Pricing<br> inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the<br> reporting date.
Level<br> 3:	Pricing<br> inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

December 31, 2024:

SCHEDULE

OF FAIR VALUE MEASUREMENT

Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	510,154
Total	$	–	$	–	$	510,154

December 31, 2023:

Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	293,621
Total	$	–	$	–	$	293,621

| F-9 |

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Basicand Diluted Income (Loss) Per Share

The

Company computes income (loss) per share in accordance with FASB ASC 260. Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. As of December 31, 2024, the Company has approximately 185,410,863 potentially dilutive shares from convertible notes payable and 90,000,000 potentially dilutive shares from Series A preferred stock. As of December 31, 2023, the Company has approximately 399,387,000 potentially dilutive shares from convertible notes payable and 90,000,000 potentially dilutive shares from Series A preferred stock.Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred.

RevenueRecognition

The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The company generates revenues primarily from search engine marketing.

Jubilee generates revenue in two ways.

The first and more substantial consists of Jubilee launching and managing Yahoo partner advertisements on its own behalf.

The second is a SAAS model in which Jubilee allows third party companies to use the platform to run Yahoo partner ads. The fee for this service is 5% of the third-party ad spend.

AccountsReceivable

The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

IncomeTaxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss 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 effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

| F-10 |

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Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.

RecentlyIssued Accounting Pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE

3 - GOING CONCERN

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As

of December 31, 2024, the Company had an accumulated deficit of $3,096,015 and requires additional funds to support its operations and to achieve its business development goals, the attainment of which are not assured.

These factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might incur in the event the Company cannot continue in existence. Management intends to seek additional capital from new equity securities offerings, debt financing and debt restructuring to provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, management can give no assurance that these funds will be available in adequate amounts, or if available, on terms that would be satisfactory to the Company.

The timing and amount of the Company’s capital requirements will depend on a number of factors, including maintaining its status as a public company and supporting shareholder and investor relations.

NOTE

4 – NOTE RECEIVABLE

On

May 2, 2024, the Company made a strategic loan to an independent privately-held non-affiliated third party by entering into a $100,000, 180 day 8% on demand Promissory Note Agreement. As of December 31, 2024, there is $5,326 of interest receivable due on this note.

NOTE

5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

On

September 20, 2024, Hallmark Venture Group, Inc. entered into a Debt Cancellation Agreement with Archer & Greiner, P.C., and a total of $262,192 of legacy legal debts were cancelled.

As of December 31, 2024 and 2023, accounts payable and accrued liabilities consist of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Description	December 31, 2024		December 31, 2023
Legal fees	$	26,381	$	281,716
Total	$	26,381	$	281,716

NOTE

6 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

On October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (“Selkirk”). The Note matured October 5, 2023, had a 10% OID and was convertible into the Company’s common stock at a price equal to 55% of the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note was being funded through the direct payment of Company expenses. On September 26, 2024, Selkirk forgave all amounts due of $51,682 and $14,678, principal and interest, respectively. The total amount of $66,360 was credited to additional paid in capital.

| F-11 |

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On April 6, 2023, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”). The Note matured April 5, 2024, had a 10% OID and was convertible into the Company’s common stock at a price equal to 55% of the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note was being funded through the direct payment of Company expenses. On September 26, 2024, Selkirk forgave all amounts due of $27,274 and $3,789, principal and interest, respectively. The total amount of $31,063 was credited to additional paid in capital.

As

of December 31, 2023, the above Notes are disclosed as $59,188, net of debt discount of $17,430.

As

of December 31, 2023, the total due on the above notes for principal and interest is $76,618 and $7,555, respectively.

On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $144,501. The Note is unsecured, non-interest bearing, and matures on December 4, 2024. The note is convertible into shares of common stock at a 50% discount to the lowest trading price for the twenty-five days prior to conversion. On March 8, 2024, the Company repaid $70,000 of the loan. As of December 31, 2024, the note is disclosed as $74,501, net of discount of $0. As of December 31, 2023, the note is disclosed as $12,042, net of discount of $132,459.

NOTE

7 – SETTLEMENT LIABILITY

On

September 15, 2022, the Company was informed through its counsel in regard to a past due note payable, with an unrelated third party, from 2017 in the amount of $60,217 along with calculated past due interest of $75,699 resulting in a total amount due of $135,916. On September 24, 2022, the Company entered into a 90-day Standstill Agreement relating to the claim against the Company. The Company has acknowledged the liability and has booked $139,821 (includes additional interest of $3,905) as a Settlement Liability as of December 31, 2024.

On

March 7, 2023, the Company, Phase I Operations, Inc, and The Robert Papiri Defined Benefit Plan entered into an Assignment of Debt Agreement (the “Agreement”), whereby, the note payable for $139,821, was purchased by and assigned to Phase I Operations, Inc.

On

March 15, 2023, the Company issued 23,502,934 shares of its common stock to Phase I Operations, Inc. for conversion of $28,204 of debt.

On

April 20, 2023, the Company issued 28,385,910 shares of its common stock to Phase I Operations, Inc. for conversion of $17,032 of debt.

On

June 12, 2023, the Company issued 31,196,115 shares of its common stock to Phase I Operations, Inc. for conversion of $15,598 of debt.

On

July 12, 2023, the Company issued 34,284,530 shares of its common stock to Phase I Operations, Inc. for conversion of $17,142 of debt.

On

September 15, 2023, the Company issued 25,828,853 shares of its common stock to Phase I Operations, Inc. for conversion of $28,412 of debt.

On

September 18, 2023, the Company issued 19,000,000 shares of its common stock to DACE Marketing Consulting, LLC for conversion of $5,700 of debt.

On

September 18, 2023, the Company issued 19,000,000 shares of its common stock to John Milardovic for conversion of $5,700 of debt.

On

September 18, 2023, the Company issued 41,440,699 shares of its common stock to Phase I Operations, Inc. for conversion of $12,432 of debt.

On

January 5, 2024, the Company issued 10,005,580 shares of its common stock to Phase I Operations, Inc. for conversion of $5,003 of debt.

| F-12 |

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On

April 5, 2024, $4,500 of the remaining principal was assigned to Alpha Strategies (Note 8). The remaining principal and interest totaling $3,630 was credited to a gain on forgiveness of debt.

NOTE

8 – SETTLEMENT LIABILITY – RELATED PARTY

On

September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total amount of the settlement of $581,876. The settlement amount is non-interest bearing.

The agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 prior trading days prior to any issuance notice issued by Green Horseshoe, LLC. The Company shall issue its unrestricted common stock in one or more tranches of less than 10% of the Company’s then issued and outstanding shares until the agreed upon settlement is satisfied.

On

March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $146,799 to Alpha Strategies Trading Software, Inc.

On May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).

NOTE

9 – NOTES PAYABLE

On March 1, 2024, the Company issued a $100,000, 6% Demand Promissory note (the “Note”) to Alpha Strategies Trading Software, Inc., (“Alpha Strategies”) 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. $70,000 of the $100,000 note proceeds were used to cancel debts owed to John D. Murphy, Jr., the Company’s CEO and Director. On May 6, 2024, Alpha Strategies assigned this promissory note to Nicosel, LLC, a non-affiliate of the Company.

On May 1, 2024, the Company issued a $100,000, 8% Convertible Promissory Note (the “Note”) and entered into a Warrant Subscription Agreement with Nicosel, LLC, a non-affiliate of the Company. The Note matures on April 30, 2025. The Warrant Subscription Agreement is for 100,000 warrants, exercisable within one year of the execution date of the agreement at a price of $1.00.

As

of December 31, 2024, the total amount due to Nicosel, LLC is $350,784 and $11,075 of principal and interest, respectively.

On October 9, 2024, the Company authorized the issuance of up to $500,000 in non-convertible promissory notes. The notes, when issued, will bear interest at a rate of 12% per month and will be due and payable six months after issuance. Purchasers of the notes will also be issued a common stock purchase warrant (each a “Warrant”). The warrant shall be exercisable at a price of $2.00 per share and shall expire two years after the issuance date.

On

October 15, 2024, the Company issued a $50,000 promissory note, and a warrant to purchase 1,250 shares of Company common stock.

On

October 28, 2024, the Company issued a $33,000 promissory note, (increased to $36,960) and a warrant to purchase 825 shares of Company common stock.

On

November 4, 2024, the Company issued a $30,000 promissory note and a warrant to purchase 750 shares of Company common stock.

On

November 15, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock.

On

November 19, 2024 the Company issued a $50,000 promissory note and a warrant to purchase 1,250 shares of Company common stock.

| F-13 |

| --- |

On

December 20, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock.

NOTE

10 – DERIVATIVE LIABILITY

The Company currently has derivative liabilities for its convertible promissory notes with John Murphy and Nicosel, LLC.

A summary of the activity of the derivative liability for these notes is as follows:

SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITY

Balance at December 31, 2022	$	53,967
Decrease to derivative due to repayments
Increase to derivative due to new issuances		519,989
Derivative gain due to mark to market adjustment		(280,335	)
Balance at December 31, 2023		293,621
Balance		293,621
Decrease to derivative due to repayments		(66,769	)
Increase to derivative due to new issuances		378,156
Derivative gain due to mark to market adjustment		(94,854	)
Balance at December 31, 2024	$	510,154
Balance	$	510,154

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy is as follows:

SCHEDULE

OF DERIVATIVE LIABILITY VALUATION

Inputs	December 31, 2024			Initial Valuation
Stock price	$	0.0033		$	0.0004 - 0.0039
Conversion price	$	0.0009 - 0.0011		$	0.001 - 0.002
Volatility (annual)		333.08% - 310.70%			186.77% - 500.68%
Risk-free rate		4.37	%		4.19% - 5.21%
Dividend rate		–			–
Years to maturity		0.25 - 0.33			1

NOTE

11 – STOCK PAYABLE

The

Company’s related party settlement liability (Note 7) included the requirement to issue 5,000,000 shares of the Company’s common stock in order to cover litigation and legal expenses associated with the settlement agreement. The value of the shares at the settlement date was $0.01 resulting in a total value of $50,000. The Company issued 1,387,000 shares of common stock on November 5, 2020, at a value of $13,870. The balance due is $36,130 as of December 31, 2024 and 2023.

NOTE

12 – COMMON STOCK

During

the year ended December 31, 2023, the Company issued 173,146,328 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement liability in the amount of $101,549. Refer to Note 11 for related party transactions.

On

March 15, 2023, the Company issued 23,502,934 shares of its common stock to Phase I Operations, Inc. for conversion of $28,204 of debt (Note 6).

On

March 23, 2023, the Company retired 8,800 shares issued in the name of the Company.

On

April 20, 2023, the Company issued 28,385,910 shares of its common stock to Phase I Operations, Inc. for conversion of $17,032 of debt.

On

June 12, 2023, the Company issued 31,196,115 shares of its common stock to Phase I Operations, Inc. for conversion of $15,598 of debt.

| F-14 |

| --- |

On

July 12, 2023, the Company issued 34,284,530 shares of its common stock to Phase I Operations, Inc. for conversion of $17,142 of debt.

On

September 9, 2023, the Company issued 25,828,853 shares of its common stock to Phase I Operations, Inc. for conversion of $28,412 of debt.

On

September 18, 2023, the Company issued 19,000,000 shares of its common stock to DACE Marketing Consulting, LLC for conversion of $5,700 of debt.

On

September 18, 2023, the Company issued 19,000,000 shares of its common stock to John Milardovic for conversion of $5,700 of debt.

On

September 18, 2023, the Company issued 41,440,699 shares of its common stock to Phase I Operations, Inc. for conversion of $12,432 of debt.

On

January 5, 2024, the Company issued 10,005,580 shares of its common stock to Phase I Operations, Inc. for conversion of $5,003 of debt.

On

September 26, 2024, Beartooth Asset Holding, LLC, an entity controlled by Paul Strickland, agreed to cancel 98,259,679 shares of common stock as part of the merger agreement.

NOTE

13 – WARRANTS

On May 1, 2024, the Company issued a Warrant Subscription Agreement is for 100,000 warrants, exercisable within one year of the execution date of the agreement at a price of $1.00.

The assumptions used to determine the fair value of the Warrants as follows:

SCHEDULE

OF ASSUMPTIONS TO FAIR VALUE OF THE WARRANTS

Expected life (years)	1.00
Risk-free interest rate	5.21	%
Expected volatility	353.02	%
Dividend yield	0	%

On October 9, 2024, the Company authorized the issuance of up to $500,000 in non-convertible promissory notes. Purchasers of the notes will also be issued a common stock purchase warrant. The warrants shall be exercisable at a price of $2.00 per share and shall expire two years after the issuance date.

The assumptions used to determine the fair value of the Warrants as follows:

Expected life (years)	2.00
Risk-free interest rate	3.95	%
Expected volatility	323.21	%
Dividend yield	0	%

SCHEDULE

OF WARRANTS

		Weighted Average Exercise Price			Intrinsic Value
Outstanding, December 31, 2023	—	$	—	—	$	—
Issued	105,325	$	1.05	.50		—
Expired	—	$	—	—		—
Exercised	—	$	—	—		—
Outstanding, December 31, 2024	105,325	$	1.05	.41	$	—

| F-15 |

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NOTE

14 – PREFERRED STOCK

The Company is authorized to issue 200,000 shares of $0.001 par value Series A preferred stock. The Company increased the number of authorized shares of the Series A preferred stock from 100,000 to 200,000 on January 19, 2021. Each share of the Series A Preferred Stock is convertible at the option of the holder into 900 shares of common stock. The holder has voting rights of 100,000 votes for each share of preferred stock held and shall be paid twice the amount of dividends issued by the Company to common shareholders on a pro rata basis with the number of preferred shares held.

The

Company has 100,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively. Beartooth Asset Holdings, LLC, an entity controlled by Paul Strickland, the Company’s Secretary and a member of the board of directors, acquired the Series A Preferred Stock on June 20, 2022 from Endicott Holding Group, LLC.

On

July 7, 2022, Beartooth Asset Holdings, LLC, transferred 75,000 Series A Preferred Shares to JMJ Associates, LLC (an entity controlled by John D. Murphy, Jr., the Company’s Chief Executive Officer and President and a member of the board of directors) resulting in a change of control of the Company.

On

September 27, 2024, JMJ Associates, LLC transferred 75,000 Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement (Note 1).

On

September 27, 2024, Beartooth Asset Holdings, LLC transferred 25,000 Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement (Note 1).

NOTE

15 – OTHER RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name of Related Party	Related Relationship
Evan<br> Bloomberg	Principal<br> Executive Officer of the Company, member of the Board of Directors
John<br> D. Murphy Jr.	Former<br> Principal Executive Officer of the Company and former member of the Board of Directors. Managing Member of JMJ Associates, LLC
Paul<br> Strickland	Secretary<br> of the Company, member of the Board of Directors, and Managing Member of Beartooth Asset Holdings, LLC.
Selkirk<br> Global Holdings, LLC	Entity<br> owned by Paul Strickland, the Company’s Secretary, and a member of its Board of Directors.
Green<br> Horseshoe, LLC	Significant<br> shareholder
Bruce<br> Bent	Significant<br> shareholder
OC<br> Sparkle Inc.	Significant<br> shareholder
Alpha<br> Strategies Trading Software, Inc.	Significant<br> debt holder

Loansand Cash Advances

John

D. Murphy, Jr., has at times directly paid for various company expenses. The amount was unsecured, non-interest bearing, and due on demand. On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for the amount due of $144,501. During Q1 2024, $70,000 of the note was assigned to Alpha Strategies.

Imputed

interest is assessed as an expense to the business operations and an addition to paid in capital. The imputed interest rate is 8%. During the year ended December 31, 2024 and 2023 the imputed interest was $0 and $8,835, respectively.

| F-16 |

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NOTE

16 — COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.

See “Note 7 – Settlement Liability”.

See “Note 8 - Settlement Liability – Related Party”.

NOTE

17 – INCOME TAXES

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Net deferred tax assets consist of the following components as of December 31:

SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT (EXPENSES)

	December 31,<br><br> <br>2024			December 31,<br><br> <br>2023
Tax expenses at statutory rate	$	32,400		$	38,490
Tax effect of valuation allowance		(32,400	)		(38,490	)
Tax expenses, net	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income from continuing operations for the period ended December 31, due to the following:

SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

	December 31,<br><br> <br>2024			December 31,<br><br> <br>2023
NOL carryforwards	$	650,165		$	680,057
Valuation allowance		(650,165	)		(680,057	)
Deferred tax asset, net	$	—		$	—

At

December 31, 2024, the Company had operating loss carry forwards of approximately $650,000. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.

NOTE

18 — SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has the following material subsequent events to disclose in these financial statements.

On March 7, 2025, the Company issued an 8% Convertible Promissory Note in the principal amount of $50,000 to an Investor. The note matures on March 6, 2026, and is convertible into shares of common stock at a 50% discount of the average closing price during the ten trading days prior to conversion.

The

Company entered into a Line of Credit Agreement (“LOC”), made and entered into effective as of February 24, 2025, but is effective as of the October 1, 2024 (“Effective Date”) with NMG Media, LLC (the “Lender”). The Company received a loan from the lender for $26,160 and is not memorializing that loan into a LOC. The LOC bears interest at 6% and matures in 180 days.

| F-17 |

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ITEM

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM

9A. CONTROLS AND PROCEDURES

Management’sReport Disclosure Controls and Procedures

During the fourth quarter of the year ended December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’sReport on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its 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.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2024, and this assessment identified the following material weaknesses in our internal control over financial reporting.

●	Due<br> to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper<br> segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual<br> transactions;
●	Due<br> to our size and scope of operations, we currently do not have an independent audit committee in place;
●	Due<br> to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation<br> of our internal control over financial reporting.

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Because of the material weaknesses described in the preceding paragraphs, management concluded that, at December 31, 2024, the Company’s internal control over financial reporting was not effective based on those criteria.

| 11 |

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Changesin Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

AttestationReport of Independent Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM

9B. OTHER INFORMATION

None

ITEM

9B. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

Part

III

ITEM

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names, ages, and titles of our executive officers and directors.

Name	Age	Position(s)
Evan<br> Bloomberg	33	President,<br> Chief Executive Officer and a Director
Paul<br> Strickland	48	Secretary,<br> Director
Nicholas<br> Cardosi	33	Director

EvanBloomberg – Mr. Bloomberg has over 13 years of experience in the SEM industry and has been a driving force behind integrating machine learning and AI into marketing strategies. One of the early innovators in this space, Evan’s technical vision has reshaped how the company approaches automation and data-driven decision-making. A Georgetown University graduate with a degree in Computer Science, Evan combined his technical knowledge with strategic marketing to push the boundaries of what’s possible in SEM. His leadership has been a cornerstone of the company’s growth, driving both technological advancements and market expansion.

Outside of work, Evan’s competitive nature shines through his background as a Division 1 track athlete and his dedication to Mixed Martial Arts, where he holds an undefeated amateur record. His focus, discipline, and technical expertise have been key to the company’s continued innovation and success in the fast-evolving SEM and AI landscape.

PaulStrickland – Mr. Strickland has served as Secretary of the Company since August 2020 and as a director of the Company since July 2022. Mr. Strickland has two decades of international business experience within the finance, entertainment, private equity, agriculture, mining, manufacturing, and technology sectors. Since 2013, Mr. Strickland has served as a board member of public and private companies in North America and Asia. In 2017, Mr. Strickland formed Selkirk Global Holdings, a private holding company. Through Selkirk Global Holdings, Mr. Strickland serves as an officer and sits on the board of several small publicly traded companies across a wide variety of sectors, focusing on restructuring activities and corporate governance issues. From 2015-2018, Mr. Strickland was the managing member of USA Milk Processing, LLC. He served as secretary and director of Supurva Healthcare Group, Inc. from 2017 to 2020 and currently serves as secretary of that company. He has served as secretary and director of VG Life Sciences, Inc. from 2017 to present, secretary and director of Jammin Java Corp from 2017 to present, secretary and director of High Performance Beverages Co. from 2017 to present, secretary and director of Humble Energy, Inc. from 2020 to present, secretary and director of Paradigm Oil and Gas, Inc. from 2020 to 2023, and sole director and officer of FONU2, Inc. since March 2021. From June 2020 to May 2022, Mr. Strickland served as secretary of Bayport International Holdings, Inc. Since September 2022, Mr. Strickland has served as the sole director and officer of iTOKK, Inc. He received his Bachelor’s Degree in Foreign Language and International Affairs, with a minor in Asian Studies and Chinese Language, from the University of Puget Sound in 1998. He is fluent in Mandarin Chinese.

| 12 |

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NicholasCardosi – Mr. Cardosi has spent over 12 years building and managing high-impact partnerships in search engine marketing and programmatic advertising. Throughout his career, he has held pivotal roles at Carbon DMP and Clicksco, where he was instrumental in establishing and nurturing relationships with industry giants like Yahoo, Microsoft, and Google. As Partnerships Manager at Clicksco, Nick drove significant growth by strategically aligning partnerships and securing long-term alliances with major players in the digital space. Building on this success, Nick launched his consulting business, NDC Solutions, where he leverages his extensive network to broker valuable client partnerships. These alliances open new revenue streams and innovative solutions to complex digital challenges. His vast connections and hands-on approach make him a trusted expert known for forging partnerships that drive substantial opportunities and sustainable growth in digital advertising. Nick is also a principal of CVC.

None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.

No officer or director has, during the past five years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or (d) a finding by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

DirectorIndependence

Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of two members.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition rule that is applicable to a newly public company. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Roleof the Board of Directors in Risk Oversight

The Board of Directors is responsible for assessing the risks facing our company and considers risk in every business decision and as part of our business strategy. The Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic and appropriate risk-taking is essential for us to compete in our industry and in the global market and to achieve our growth and profitability objectives. Effective risk oversight, therefore, is an important priority of the Board of Directors.

While the Board of Directors oversees our risk management, management is responsible for day-to-day risk management processes. Our Board of Directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies that are adopted by the Board of Directors. The Board of Directors expects to review and adjust our risk management strategies at regular intervals or as needed.

| 13 |

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Codeof Business Conduct

Our Board of Directors has adopted a code of business conduct and ethics, the “Code of Business Conduct,” to ensure that our business is conducted in a consistently legal and ethical manner. Our policies and procedures cover all major areas of professional conduct, including employee policies, conflicts of interest, protection of confidential information, and compliance with applicable laws and regulations.

BoardCommittees

Our board does not currently have a standing Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee due the board’s limited size and the Company’s limited operations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or to have more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities accordingly.

ITEM

EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer and director for our last two completed fiscal years for all services rendered to us.

Summary

Compensation Table

Name and Principal Position	Year	Salary		Bonus		Total
Evan Bloomberg	2024	$	64,893	$	8,000	$	1,072,893
President, CEO, Director	2023	$	-	$	-	$	-
Paul Strickland	2024	$	-	$	-	$	-
Secretary, Director	2023	$	-	$	-	$	-
Nicolas Cardosi	2024	$	-	$	-	$	-
Director	2023	$	-	$	-	$	-

All values are in US Dollars.

EmploymentAgreements

On October 23, 2024, the Company entered into a Management Agreement with Evan Bloomberg whereby Mr. Bloomberg agreed to provide management/CEO services to the Company for a two-year term (automatically renewable for successive one-year periods), in exchange for (i) an annual salary in the amount of $340,000, (ii) performance bonuses of up to 2.5% of the quarterly revenue generated by the Company, and (iii) $1,000,000 in shares of Company common stock.

OutstandingEquity Awards at Fiscal Year-End

As of December 31, 2024, the Company had one outstanding equity award as follows: $1,000,000 in shares of Company stock payable to Evan Bloomberg in accordance with his Management Agreement. The Shares shall be valued at the average closing price of the Company Stock on the effective date of the Management Agreement, minus a fifty percent (50%) discount

| 14 |

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DirectorCompensation

As of the date of this filing, we do not have any compensation agreements in place with any of our directors.

ITEM

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this filing, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

The address of each holder listed below, except as otherwise indicated, is c/o HALLMARK VENTURE GROUP, INC., 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144.

Name of Beneficial Owner 5% Beneficial Owners	Shares of<br> <br>Common<br> <br>Stock Beneficially Owned**
Green Horseshoe, LLC(5)		55,146,328	10.52	%				55,146,328	<1	%
Stem Capital Consultants, LLC(6)		55,000,000	10.49	%				55,000,000	<1	%
John D. Murphy		26,196,292	5.0	%				26,196,292	<1	%
Directors and Officers
Evan Bloomberg, President, CEO and a Director (1)(4)					100,000	100	%	100,000	95.02	%
Paul L. Strickland, Secretary and Director (1)		26,196,292	5.0	%				26,196,292	<1	%
All directors and executive officers as a group (2 persons)		26,196,292	5.0	%	100,000	100	%	26,296,292	95.27	%
(1)	The<br> address for Mr. Bloomberg is 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144, and the address for Mr. Strickland is 120 State<br> Ave. NE, Olympia, WA 98501.
---	---
(2)	Unless<br> otherwise indicated, all shares are owned directly by the beneficial owner.
(3)	Based<br> on 523,925,844 shares of common stock outstanding as of December 30, 2024. Shares of common stock underlying convertible securities<br> held by any person, which securities are currently exercisable or exercisable within 60 days of September 30, 2022, are deemed outstanding<br> for purposes of computing the percentage ownership of the person holding such convertible securities, but are not deemed outstanding<br> for purposes of computing the percentage ownership of any other person.

| 15 |

| --- | | (4) | Consists of 100,000 shares of Series A Convertible Preferred Stock. Each share is (i) entitled to 100,000 votes on all matters submitted to shareholders for a vote, and (ii) convertible into 900 shares of the common stock of the Company. These shares are held individually Evan Bloomberg, the Chief Executive Officer and President of the Company and a member of its Board of Directors. | | --- | --- | | (5) | Consists of 55,146,328 shares of common stock. On September 17, 2020, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Green Horseshoe, LLC relating to the Company’s past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total settlement liability $581,876. The Settlement Agreement calls for the issuance of free-trading common shares to Green Horseshoe, LLC at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 trading days prior to any issuance notice issued by Green Horseshoe, LLC, subject to a 9.9% beneficial ownership cap. The remaining settlement liability is $146,799. As of December 31, 2023, a conversion of the full remaining settlement liability would result in the issuance of approximately 146,799,000 shares of common stock to Green Horseshoe, LLC, without giving effect to the 9.9% beneficial ownership cap. The address for Green Horseshoe, LLC is 4230 So. MacDill Ave., Suite I, Tampa, FL 33611, and the control person for this entity is Mark Pena. | | --- | --- | | (6) | Consists of 55,000,000 shares of common stock. The address for Stem Capital Consultants, LLC is 54 State Street, Suite 804-4120, Albany, NY 12207 and the control person for this entity is Joseph Sansobrino and Greg Regan. |

ITEM

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We are a party to certain related party transactions, as described below.

ConvertibleNotes

As of December 31, 2023, the above Notes are disclosed as $59,188, net of debt discount of $17,430.

As of December 31, 2023, the total due on the above notes for principal and interest is $76,618 and $7,555, respectively.

| 16 |

| --- |

SettlementLiability

On September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total amount of the settlement of $581,876. The settlement amount is non-interest bearing.

On March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $146,799 to Alpha Strategies Trading Software, Inc.

On May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).

Statementof Policy

All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

To the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

ITEM

PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

	2024		2023
Audit fees	$	24,575	$	16,500
Audit related fees	$	-	$	-
Tax fees	$	-	$	-
All other fees	$	-	$	-
Total	$	24,575	$	16,500

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the last two fiscal years were approved by our board of directors.

| 17 |

| --- |

AuditFees

Consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

AuditRelated Fees

Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.

TaxFees

Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns for the year ended December 31, 2024.

AllOther Fees

Consist of fees for products and services other than the services reported above.

Policyfor Approval of Audit and Permitted Non-Audit Services

The Board of Directors will pre-approve audit services and non-audit services to be provided by our independent auditors before the accountant is engaged to render these services. The Board of Directors may consult with management in the decision-making process, but may not delegate this authority to management.

PART

ITEM

EXHIBITS

Exhibit Number	Description
10.1	Management Agreement (E. Bloomberg)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS*	Inline<br> XBRL Instance Document.
101.SCH*	Inline<br> XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline<br> XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline<br> XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline<br> XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item16. FORM 10-K SUMMARY

None.

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| --- |

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HALLMARK VENTURE GROUP, INC.
Date:<br> March 27, 2025	BY:	/s/ Evan Bloomberg
		Chief<br> Executive Officer, Principal Financial Officer, Director
	BY:	/s/ Paul Strickland
		Secretary,<br> Director

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| --- |

Exhibit 10.1

MANAGEMENT AGREEMENT

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made effective this 23rd day of October, 2024 (the “Effective Date”), between Evan Bloomberg (“Executive”), and Hallmark Venture Group, Inc., a Florida corporation (“HLLK” or the “Company”) each a “Party” and collectively the “Parties”.

WHEREAS, HLLK wishes to retain Executive as its President and Chief Executive Officer and to perform the responsibilities commensurate with and related to these positions (the “Services”).

WHEREAS, HLLK has a wholly owned subsidiary, Jubilee Intel, LLC (“Jubilee”) that Executive will also manage and hold the title of President of that subsidiary.

WHEREAS, Executive will perform the Services for HLLK with full power and authority thereof, that will include, but not be limited to; (i) General Management, (ii) legal representative, (iii) administration, (iv) hiring of Third Party Service Providers, (v) providing financing support, (vi) providing investment support, (vii) provide capital markets advisory services, (viii) service as a designee, assignee, Director, and/or Officer of HLLK (collectively, the “Management Services”).

WHEREAS, Executive has the staff, expertise and capability to perform under the terms of this Agreement and the Management Services for the Company.

WHEREAS, Executive may also own a majority or minority stake in the Company, and be a Holder of Majority Control of the Company either through the ownership of securities with certain rights or privileges or through contractual agreements, through one or more entities controlled by Executive.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained in this Agreement and other good and valuable consideration not recited in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.	Incorporation of Recitals. The recitals set forth above are hereby incorporated into and made a part of this Agreement as if fully set forth herein.
2.	Term of Agreement. The Term of this Agreement shall commence upon the signing date and end 24 months after that date (the “Term”). This Agreement shall automatically renew for successive one-year periods unless either party provides written notice of their intention to terminate or not renew this Agreement at least 60 days prior to the expiration of the then-current term.

| 1 |

| --- | | HLLK_Bloomberg_MANAGEMENT AGREEMENT_2024 | | 3. | Management Services. The Executive agrees that it will generally provide the following specified services through its officers and employees during the Term specified; | | --- | --- | | a. | Consult and assist HLLK in the Services by executing, or causing to execute the requisite agreements, filings, subscriptions to ensure success in the Services. | | --- | --- | | b. | Manage all agreed upon activities and Services for HLLK including, but not limited to: reviewing business plans, strategies, budgets, proposed transactions, facilitating audits, accounting or legal work, and other Services for the purpose of advancing the success of HLLK and any and all other Management Services as required. | | c. | Conduct requisite administrative work for HLLK. | | d. | Retain other service providers on behalf of HLLK to successfully complete the Management Services as needed. | | 3. | Allocation of Time and Energies. The Executive hereby promises to devote its full-time effort to perform and discharge faithfully the responsibilities assigned herein. | | --- | --- | | 4. | Management Fees. For undertaking this engagement and for other good and valuable consideration, the HLLK will pay to the Executive Management Fees as follows: | | a. | Executive shall be paid $340,000 per twelve (12) month period (the “Cash Management Fee”) for the Management Services commencing upon execution of this Agreement. | | --- | --- | | b. | Performance Bonus: Executive shall be entitled to a quarterly performance bonus based on the revenues of Jubilee in accordance with the following tiered schedule (“Performance Bonus”): | | i. | $0 - $5,000,000 in Quarterly Revenue: 1.0% of the quarterly revenue. | | --- | --- | | ii. | $5,000,001 - $10,000,000 in Quarterly Revenue: 1.5% of the quarterly revenue. | | iii. | $10,000,001 - $15,000,000 in Quarterly Revenue: 2.0% of the quarterly revenue. | | iv. | +$15,000,001 in Quarterly Revenue: 2.5% of the quarterly revenue. | | c. | Executive will also be paid $1,000,000 in shares of Company stock. Such Stock-for-Services shall be valued at the average closing price of the Company Stock on the effective date of this Agreement, minus a fifty percent (50%) discount. | | --- | --- | | d. | Any Stock received by Executive pursuant to the terms of this Agreement may not be sold by Executive for six (6) months from the date of such Stock’s issuance and shall be subject to limitations on resale as set forth in Rule 144. | | --- | --- | | e. | At Executive’s discretion, and in lieu of receiving any cash fees included herein (collectively, the “Cash-based Compensation”), Executive may elect to convert any of the Cash-based Compensation that is either; (i) past due, (ii) to be paid in the future, (iii) any combination thereof, into one or more convertible promissory notes. | | --- | --- | | i. | Any amounts due to Executive that remain unpaid, for a period of not less than 90-days, may be converted, at the option of the Executive, into common stock of the Company at a conversion rate equal to a 75% discount from the lowest 30-day trailing bid prior to conversion by the Executive. | | --- | --- |

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| --- | | HLLK_Bloomberg_MANAGEMENT AGREEMENT_2024 | | f. | A $50,000 Early Termination Fee shall be due and payable to Executive, subject to the provisions of Section 6 below, upon Termination by the Company. | | --- | --- | | g. | The Management Fee shall be fully paid and nonassessable and constitute payment for Executive’s agreement to provide Management Services and is non-refundable, non-apportionable, and non-ratable; such shares of stock mentioned herein are not a pre-payment for future services. If Company decides to terminate this Agreement prior to the Term for any reason whatsoever, it is agreed and understood that the Executive will not be requested or demanded by Company to return any of the shares issued hereunder. It is understood that the Management Fee shares contemplated herein pursuant to this Agreement shall be in the name of _________. The shares contemplated by this agreement are to be issued by the Transfer Agent as follows: | | --- | --- | | Address: | | --- | | EIN: | | Wire Transfer Details: | | Bank Name: | | Account Name: | | Routing #: | | Account #: | | k. | Notwithstanding anything to the contrary set forth in this Agreement, in the event of a “Change of Control” of the Company, Executive shall be entitled to receive (prior to the close of any such Change of Control) any remaining Stock-based compensation to which Executive would have been entitled (i) for the full value of the Services that Executive would have provided to Company hereunder during the full Term of this Agreement absent such Change of Control. In addition to the foregoing, in the event of a Change of Control of Company, Executive shall be entitled to receive and exercise (prior to the close of any such Change of Control) any and all corresponding warrants to which it is entitled with respect to this Agreement. For purposes of this Section 4(k), a “Change in Control” shall mean; (a) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets, (b) the consummation of the merger or consolidation of the Company with or into another entity (except a merger or consolidation in which the holders of capital stock of Company immediately prior to such merger or consolidation continue to hold at least fifty percent (50%) of the voting power of the capital stock of Company or the surviving or acquiring entity), or any transaction or series of transactions to which Company is a party in which in excess of fifty percent (50%) of Company’s voting power is transferred, or (c) the exclusive license of all or substantially all of the intellectual property of Company to a third party. | | --- | --- |

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| --- | | HLLK_Bloomberg_MANAGEMENT AGREEMENT_2024 | | 5. | Indemnification. HLLK warrants and represents that all oral communications, written documents or materials furnished to Executive by HLLK and with respect to financial affairs, operations, profitability and strategic planning are accurate and Executive may rely upon the accuracy thereof without independent investigation. HLLK will protect, indemnify and hold harmless Executive against any claims or litigation including any damages, liability, cost and reasonable attorney’s fees as incurred with respect thereto resulting from Executive’s communication or dissemination of any said information, documents or materials excluding any such claims or litigation resulting from Executive’s communication or dissemination of information not provided or authorized by HLLK. | | --- | --- | | 6. | Termination: This Agreement may be terminated prior to the Term, for any reason, by Executive or HLLK. Notwithstanding this Agreement being Terminated prior to the full Term hereof, the Indemnification in Section 5 of this Agreement, and exhibits thereof, shall remain in effect, and any unpaid fees or expenses in Section 4 shall still be due to Executive, including, but not limited to the Early Termination Fee. | | --- | --- | | 7. | Representations. Executive represents that, other than the licenses and accreditations it already possesses, it is not required to maintain any licenses and registrations under federal or any state regulations necessary to perform the services set forth herein. Executive acknowledges that, to the best of its knowledge, the performance of the services set forth under this Agreement will not violate any rule or provision of any regulatory agency having jurisdiction over Executive. Executive further acknowledges that it is not a securities Broker Dealer or a registered investment advisor. | | --- | --- | | 8. | Legal Representation. HLLK acknowledges that it has been represented by independent legal counsel in the preparation of this Agreement. Executive represents that it has consulted with independent legal counsel and/ or its financial and business advisors, to the extent the Executive deemed necessary. | | --- | --- | | 9. | Attorney’s Fee. If any legal action or any arbitration or other proceeding is brought for the enforcement or interpretation of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with or related to this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs in connection with that action or proceeding, in addition to any other relief to which it or they may be entitled. | | --- | --- | | 10. | Waiver. The waiver by either Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent breach by such other Party. | | --- | --- |

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| --- | | HLLK_Bloomberg_MANAGEMENT AGREEMENT_2024 | | 11. | Notices. All notices, requests, and other communications hereunder shall be deemed to be duly given if sent by U.S. mail, postage prepaid, addressed to the other Party at the address as set forth herein below: | | --- | --- |

To the Executive:

To the Company:

HLLK, Inc.

13.	Miscellaneous: This Agreement sets forth the entire understanding of the parties relating to the<br>subject matter hereof, and supersedes and cancels any prior communication, understandings and agreements between the Parties. This Agreement<br>cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all Parties. It is understood<br>that either Party may change the address to which notices for it shall be addressed by providing notice of such change to the other Party<br>in the manner set forth in this paragraph.
14.	Choice of Law, Jurisdiction and Venue. This Agreement shall be governed by, construed and enforced<br>in accordance with the laws of the State of Nevada, UNITED STATES. The Parties agree that the Superior Court for the State of Nevada will<br>be the venue of any dispute and will have jurisdiction over all Parties.
---	---
15.	Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the alleged<br>breach thereof or relating to Executive’s activities or remuneration under this Agreement, shall be settled by binding arbitration<br>in Nevada in accordance with the applicable rules of the American Arbitration Association, judgment on the award rendered by the arbitrator(s)<br>shall be binding on the Parties and may be entered into any court having jurisdiction as provided by Paragraph 14 herein. The provisions<br>and successor statutes permitting expanded discovery proceedings shall be applicable to all disputes that are arbitrated under this paragraph.
---	---
16.	Complete Agreement. This Agreement contains the entire agreement of the Parties relating to the<br>subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the Party<br>against whom enforcement of any waiver, change, modification, extension or discharge is sought.
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[signatures on following page]

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| --- | | HLLK_Bloomberg_MANAGEMENT AGREEMENT_2024 |

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

AGREED TO:
“Executive”
By:
	Evan Bloomberg
“Company” Hallmark Venture Group, Inc.
By:
	Paul Strickland

| 6 |

| --- | | HLLK_Bloomberg_MANAGEMENT AGREEMENT_2024 |

Exhibit31.1

CERTIFICATIONOF CHIEF EXECUTIVE OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Evan Bloomberg certify that:

1. I have reviewed this Form 10-K for the year ended December 31, 2024, of Hallmark Venture Group, Inc.:

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. As the registrant’s other certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. As the registrant’s other certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 27, 2025
/s/ Evan Bloomberg
Evan Bloomberg
Chief Executive Officer (Principal Executive Officer)

Exhibit31.2

CERTIFICATIONOF CHIEF FINANCIAL OFFICER

PURSUANTTO 18 U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Evan Bloomberg, certify that:

1. I have reviewed this Form 10-K for the year ended December 31, 2024, of Hallmark Venture Group, Inc.:

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 27, 2025
/s/ Evan Bloomberg
Evan Bloomberg
Chief Financial Officer (Principal Financial Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350

ADOPTEDPURSUANT TO

SECTION906 OF THE SARBANES—OXLEY ACT OF 2002

In connection with the Annual Report of Hallmark Venture Group, Inc. on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Evan Bloomberg, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1)	The<br> report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company at the dates and for the periods indicated.
---	---
Dated: March 27, 2025
---
/s/ Evan Bloomberg
Evan Bloomberg
(Principal Executive Officer)

In connection with the Annual Report of Hallmark Venture Group, Inc. on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Evan Bloomberg, Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1)	The<br> report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
2)	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Company at the dates and for the periods indicated.
---	---
Dated: March 27, 2025
---
/s/ Evan Bloomberg
Evan Bloomberg
Principal Financial Officer