10-Q - HLLK - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒

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

Forthe quarterly period ended ### June 30, 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<br> or other jurisdiction of <br><br> incorporation or organization)	(I.R.S.<br> Employer <br><br> Identification No.)

5112West Taft Road, Suite M, Liverpool, NY 13088

(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 whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

As

of August 7, 2024, there were 622,185,522 shares of the issuer’s common stock outstanding.

TABLE

OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION		3
Item<br> 1.	Financial Statements.	3
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations.	15
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk.	19
Item<br> 4	Controls and Procedures.	19
PART II - OTHER INFORMATION		20
Item<br> 1.	Legal Proceedings.	20
Item<br> 1A.	Risk Factors.	20
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	20
Item<br> 3.	Defaults Upon Senior Securities.	20
Item<br> 4.	Mine Safety Disclosures	20
Item<br> 5.	Other Information.	20
Item<br> 6.	Exhibits.	20
Signatures		21

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PART

I - FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS

HALLMARK

VENTURE GROUP, INC.

Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	4
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	5
Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)	6
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	7
Notes to the Condensed Financial Statements (unaudited)	8

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HALLMARK

VENTURE GROUP, INC. BALANCE SHEETS

			December 31, 2023
			(Audited)
ASSETS
Current Assets:
Cash	—		$	—
Total Assets	—		$	—
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	287,815		$	281,716
Due to related parties	—			—
Convertible note payable – related party, net of debt discount of 20,813 and 149,889	132,643			71,230
Accrued interest - related party	15,212			7,555
Accrued interest	1,002			3,426
Note payable	103,986			—
Derivative liability	229,015			293,621
Stock payable	36,130			36,130
Settlement liability	—			9,601
Settlement liability - related party	146,799			146,799
Settlement liability	146,799			146,799
Total Current Liabilities	952,602			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; 622,185,523 and 612,179,943 issued and outstanding, respectively	622,185			612,179
Additional paid-in capital	1,782,801			1,787,804
Accumulated deficit	(3,357,688	)		(3,250,161	)
Total Stockholders’ Deficit	(952,602	)		(850,078	)
Total Liabilities and Stockholders’ Deficit	—		$	—

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited financial statements.

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HALLMARK

VENTURE GROUP INC.

STATEMENTS

OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	For<br> the Three Months Ended <br> June 30,						For<br> the Six Months Ended <br> June 30,
	2024			2023			2024			2023
Revenue	$	—		$	—		$	—		$	—
Expenses:
General<br> and administrative		12,844			12,111			31,610			30,496
Total<br> operating expenses		12,844			12,111			31,610			30,496
Loss<br> from operations		(12,844	)		(12,111	)		(31,610	)		(30,496	)
Other<br> income (expense):
Interest<br> expense		(8,001	)		(3,110	)		(14,865	)		(4,883	)
Imputed<br> interest expense		—			(2,944	)					(5,889	)
Amortization<br> of debt discount		(3,276	)		(12,476	)		(129,288	)		(20,995	)
Change<br> in fair value of derivative		(105,041	)		(81,929	)		64,606			(12,551	)
Gain<br> on extinguishment of debt		3,630			—			3,630			—
Loss<br> on issuance of convertible note		—			(6,344	)					(11,369	)
Total<br> other expense		(112,688	)		(106,803	)		(75,917	)		(55,687	)
Net<br> loss before income taxes		(125,532	)		(118,914	)		(107,527	)		(86,183	)
Provision<br> for income tax		—			—
Net<br> Loss	$	(125,532	)	$	(118,914	)	$	(107,527	)	$	(86,183	)
Loss<br> per share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted<br> average shares outstanding – basic and diluted		622,185,523			289,560,060			621,857,471			259,844,658

The

accompanying notes are an integral part of these unaudited financial statements.

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HALLMARK

VENTURE GROUP, INC.

STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2024, AND 2023

(Unaudited)

	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
	Series A <br> Preferred Stock				Common Stock						Additional <br> Paid-in			Accumulated			Total<br> 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		—		—		23,502,934			23,503			4,701			—			28,204
Common stock issued for payment on settlement liability - related party		—		—		21,000,000			21,000			4,200			—			25,200
Shares cancelled		—		—		(8,800	)		(9	)		9			—			—
Imputed interest on amounts due to related party		—		—		—			—			2,945			—			2,945
Net income		—		—		—			—			—			32,731			32,731
Balance, March 31, 2023		100,000		100		260,897,508			260,897			1,952,081			(3,022,346	)		(809,268	)
Common stock issued for payment on settlement liability - related party		—		—		59,582,025			59,582			(26,952	)		—			32,630
Imputed interest on amounts due to related party		—		—		—			—			2,944			—			2,944
Net loss		—		—		—			—			—			(118,914	)		(118,914	)
Balance, June 30, 2023		100,000	$	100		320,479,533		$	320,479		$	1,928,073		$	(3,141,260	)	$	(892,608	)
	Series A<br> Preferred Stock				Common Stock				Additional<br> Paid-in			Accumulated			Total<br> Stockholder’
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance, December 31, 2023		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		10,005		(5,003	)		—			5,003
Net income		—		—		—		—		—			18,005			18,005
Balance, March 31, 2024		100,000		100		622,185,523		622,185		1,782,801			(3,232,156	)		(827,070	)
Balance		100,000		100		622,185,523		622,185		1,782,801			(3,232,156	)		(827,070	)
Net loss		—		—		—		—		—			(125,532	)		(125,532	)
Net income (loss)		—		—		—		—		—			(125,532	)		(125,532	)
Balance, June 30, 2024		100,000	$	100		622,185,523	$	622,185	$	1,782,801		$	(3,357,688	)	$	(952,602	)
Balance		100,000	$	100		622,185,523	$	622,185	$	1,782,801		$	(3,357,688	)	$	(952,602	)

The

accompanying notes are an integral part of these unaudited financial statements.

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HALLMARK

VENTURE GROUP, INC. STATEMENTS OF CASH FLOWS (Unaudited)

	2024			2023
	For the Six Months Ended <br> June 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(107,527	)	$	(86,183	)
Adjustments to reconcile net loss to net cash used by operating activities:
Imputed interest on amounts due to related party		—			5,889
Amortization of debt discount		129,288			20,995
Change in fair value of derivative		(64,606	)		12,551
Loss on issuance of convertible debt		—			11,369
Gain on extinguishment of debt		(3,630	)		—
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		6,100			5,692
Accrued interest – related party		7,657			3,177
Accrued interest		1,108			1,705
Net cash used in operating activities		(31,610	)		(24,805	)
Cash Flows from Investing Activities:		—			—
Cash Flows from Financing Activities:
Proceeds from convertible note payable - related party		2,125			24,805
Proceeds from note payable		29,485			—
Net cash provided by financing activities		31,610			24,805
Net Change in Cash		—			—
Cash beginning of period		—			—
Cash end of period	$	—		$	—
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	$	—		$	25,200
Common stock issued for payment of debt	$	5,003		$	60,833

The

accompanying notes are an integral part of these unaudited financial statements.

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HALLMARK

VENTURE GROUP, INC.

Notes

to Unaudited Financial Statements

June

30, 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.

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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.

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.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The Company’s unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

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.

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.

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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:

June 30, 2024:

SCHEDULE OF FAIR VALUE MEASUREMENT

Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	229,015
Total	$	–	$	–	$	229,015

December 31, 2023:

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

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 June 30, 2024, the Company has approximately 1,290,290,000 potentially dilutive shares from convertible notes payable and 90,000,000 potentially dilutive shares from Series A preferred stock. As of June 30, 2023, the Company has approximately 148,956,000 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.

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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 June 30, 2024, the Company had an accumulated deficit of $3,357,688 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 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

As of June 30, 2024, and December 31, 2023, accounts payable and accrued liabilities consist of the following:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Description	June 30, 2024		December 31, 2023
Legal fees	$	287,815	$	281,716
Total	$	287,815	$	281,716

NOTE

5 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

On October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”). The Note matures October 5, 2023, has a 10% OID and is 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 is being funded through the direct payment of Company expenses. As of June 30, 2024, $46,984 has been used for expenses, plus $4,698 OID. The derivative liability has been calculated on the total funds advanced plus OID.

On April 6, 2023, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”). The Note matures April 5, 2024, has a 10% OID and is 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 is being funded through the direct payment of Company expenses. As of June 30, 2024, $25,665 has been used for expenses, plus $1,608 OID. The derivative liability has been calculated on the total funds advanced plus OID.

As

of June 30, 2024, the above Notes are disclosed as $78,955, net of debt discount of $0.

As

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

As

of June 30, 2024, the total due on the above notes for principal and interest is $78,955 and $15,212, respectively.

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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 June 30, 2024, the note is disclosed as $53,688, net of discount of $20,813. As of December 31, 2023, the note is disclosed as $12,042, net of discount of $132,459.

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

SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITY

Balance at December 31, 2022	$	53,967
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
Beginning balance		293,621
Decrease to derivative due to repayments		(66,769	)
Increase/Decrease to derivative due to new issuances/repayments		(66,769	)
Derivative gain due to mark to market adjustment		2,163
Balance at June 30, 2024	$	229,015
Ending balance	$	229,015

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	June<br> 30, 2024			Initial<br> Valuation
Stock<br> price	$	0.0005		$	0.0022<br> - 0.0039
Conversion<br> price	$	0.0005		$	0.0012<br> - 0.002
Volatility<br> (annual)		269.57%<br> - 320.97	%		186.77%<br> - 500.68	%
Risk-free<br> rate		5.4	%		4.19%<br> - 4.96	%
Dividend<br> rate		–			–
Years<br> to maturity		0.25<br> - 0.43			1

NOTE

6 – 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, 2022.

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.

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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.

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

7 – 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.

For

the years ended December 31, 2023 and 2022, the Company issued 173,146,328 and 46,145,527 shares of its common stock, respectively, in payment of $101,549 and $158,528 towards the settlement with no gain or loss recorded.

On March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt owed to it by the Company to Alpha Strategies Trading Software, Inc.

As

of June 30, 2024 and December 31, 2023, the balance of the settlement liability is $146,799 and $146,799, respectively.

NOTE

8 – NOTE 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.

NOTE

9 – 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 June 30, 2024 and December 31, 2023.

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NOTE

10 – COMMON STOCK

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.

NOTE

11 – 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 June 30, 2024 and December 31, 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.

NOTE

12 – OTHER RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name of Related Party	Related Relationship
John<br> D. Murphy Jr.	Principal<br> Executive Officer of the Company, member of the Board of Directors, and 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

ManagerPromissory Note

On

February 1, 2022, the Company and its Board of Directors approved an 8% Manager Promissory Note for up to $300,000 from JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., the Company’s Chief Executive Officer and President and member of the Board of Directors. JMJ Associates, LLC has not yet made any loans to the Company.

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 six months ended June 30, 2024 and 2023 the imputed interest was $0 and $5,889, respectively.

NOTE

13 — 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 6 – Settlement Liability”.

See “Note 7 - Settlement Liability – Related Party”.

NOTE

14 — SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the unaudited financial statements were issued and has determined that it does not have any material subsequent events to disclose in these unaudited financial statements.

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ITEM

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF OPERATIONS.

Forward-looking

Statements

Unless the context indicates otherwise, as used in this Quarterly 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.

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The Company can currently be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company has no particular acquisitions in mind and has not currently entered into any negotiations regarding such an acquisition, provided, that the Company intends to pursue the direct or indirect acquisition and development of real estate assets (including portfolios of real estate assets) and/or businesses related thereto. The Company’s officers and directors have not engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date hereof.

BusinessObjectives of the Company

Since August 2020, management has determined to direct its efforts and limited resources to pursue potential new business and/or acquisition opportunities. The Company does not intend to limit itself to a particular industry and has not established any particular criteria upon which it shall consider a business opportunity, provided, that management presently intends to prioritize the direct or indirect acquisition and development of real estate assets (including portfolios of real estate assets) and/or businesses related thereto.

The Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange Act. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature and we have not established any particular criteria upon which we consider a business opportunity, provided that we will prioritize real estate transactions. This discussion of the proposed business herein is purposefully general and is not meant to be restrictive of the Company’s broad discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources.

Management would have substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is dependent on the judgment of its management in connection with this process. There are many criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review. A business combination may involve an entity that may be financially unstable or in its early stages of development or growth. In evaluating a prospective business opportunity, management would consider, among other factors, the following:

●	costs<br> associated with pursuing a new business opportunity;
●	the<br> growth potential of the new business opportunity;
●	necessary<br> capital requirements;
●	the<br> competitive position of the new business opportunity;
●	stage<br> of business development;
●	the<br> market acceptance of the potential products and services;
●	proprietary<br> features and degree of intellectual property; and
●	the<br> regulatory environment that may be applicable to any prospective business opportunity

The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.

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The time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty.

Management intends to devote such time as it deems necessary to carry out our affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that management will devote to the Company’s plan of operation.

Prospective investors in the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that we may undertake. A business combination may involve the acquisition of, or merger with, a company that needs to raise substantial additional capital by means of being a publicly-traded company, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, voting control issues and compliance with various federal and state securities laws.

The Company intends to conduct its activities to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and the regulations promulgated thereunder.

Management believes that being a reporting company under the Exchange Act will enhance the Company’s efforts to acquire or merge with an operating business.

The Company is obligated to file interim and periodic reports including an annual report with audited financial statements. This obligation will substantially increase the expenses incurred by the Company.

Any entity that is merged into or acquired by us will become subject to the same reporting requirements to which we are subject. Thus, if we successfully complete an acquisition or merger, the acquired entity must have audited financial statements for at least the two most recent fiscal years, or if the acquired entity has been in business for less than two years, audited financial statements must be available from its inception. This requirement limits our possible acquisitions or merger opportunities because many private companies either do not have audited financial statements or are unable to produce audited financial statements without long delay and substantial expense.

The Company’s common stock is subject to quotation on the OTC Markets Group Inc. Pink Market (“OTC Pink”) under the symbol HLLK. There is currently only a limited trading market in the Company’s common stock. There can be no assurance that there will be an active trading market for our common stock. If an active trading market commences, there can be no assurance as to the market price of our common stock, whether the trading market will provide liquidity to investors, or whether any trading market will be sustained.

CorporateInformation

Our Company’s headquarters is located at 5112 West Taft Road, Suite M, Liverpool, NY 13088. Our telephone number is 877-646-4833.

Implications of 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);

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| --- | | ● | 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.

Resultsof Operations

Thethree months ended June 30, 2024 compared to the three months ended June 30, 2023

***Revenues:***The Company had no revenue during the three months ended June 30, 2024 or 2023.

Generaland Administrative expenses: The Company incurred $12,844 of general and administrative expenses during the three months ended June 30, 2024, compared to $12,111 during the same period in 2023, an increase of $733 or 6.1%

OtherIncome (Expense). The Company incurred total other expense of $112,688 for the three months ended June 30, 2024, compared to total other expense of $106,803 during the three months ended June 30, 2023. In the current period we had interest expense of $8,001, expense for the amortization of debt discount of $3,276, a loss of $105,041 for the change in fair value of derivative and a $3,630 gain for forgiveness of debt. In the prior period we had interest expense of $6,054, expense for the amortization of debt discount of $12,476, a loss of $81,929 for the change in fair value of derivative and a loss on issuance of convertible debt of $6,344.

NetLoss. The Company incurred a net loss of $125,532 for the three months ended June 30, 2024, compared to a net loss of $118,914 during the same period in 2023. The increase in net loss is primarily due to our other expenses related to our convertible debt.

Thesix months ended June 30, 2024 compared to the six months ended June 30, 2023

***Revenues:***The Company had no revenue during the six months ended June 30, 2024 or 2023.

Generaland Administrative expenses: The Company incurred $31,610 of general and administrative expenses during the six months ended June 30, 2024, compared to $30,496 during the same period in 2023, an increase of $1,114 or 3.7%. The increase in general and administrative expenses was primarily due to an increase in transfer agent fees paid.

OtherIncome (Expense). The Company incurred total other expense of $75,917 for the six months ended June 30, 2024, compared to total other expense of $55,687 during the six months ended June 30, 2023. In the current period we had interest expense of $14,865, expense for the amortization of debt discount of $129,288, a gain of $64,606 for the change in fair value of derivative and a $3,630 gain for forgiveness of debt. In the prior period we had interest expense of $10,772, expense for the amortization of debt discount of $129,288, a loss of $12,551 for the change in fair value of derivative and a loss on issuance of convertible debt of $11,369.

NetLoss. The Company incurred a net loss of $107,527 for the six months ended June 30, 2024, compared to $86,163 during the same period in 2023. The increase in net loss is primarily due to our other expenses related to our convertible debt.

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CashFlows

Net cash used in operating activities was $31,610 and $24,805 during the six months ended June 30, 2024 and 2023, respectively.

Net cash provided by financing activities was $31,610 and $24,805 during the six months ended June 30, 2024 and 2023, respectively.

Liquidityand Capital Resources

As of June 30, 2024, we had no assets and current liabilities totaling $952,602.

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, 2023 and 2022 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.

OffBalance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

CriticalAccounting Policies

Refer to Note 2 to the Financial Statements for the six months ended June 30, 2024, for a condensed discussion of our critical accounting policies and our Form 10-K for the year ended December 31, 2023, for a full discussion of our critical accounting policies and procedures.

ITEM

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM

CONTROLS AND PROCEDURES

DisclosureControls and Procedures

Each of our principal executive and principal financial officer has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report. Based on their evaluation, each such person concluded that our disclosure controls and procedures were not effective as of June 30, 2024 due to a lack of segregation of duties.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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.

Changesin Internal Control over Financial Reporting.

Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART

II - OTHER INFORMATION

ITEM

LEGAL PROCEEDINGS

None

ITEM

1A. RISK FACTORS

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

ITEM

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM

DEFAULTS UPON SENIOR SECURITIES

None

ITEM

MINE SAFETY DISCLOSURES

Not applicable

ITEM

OTHER INFORMATION

None

ITEM

EXHIBITS

(a) Documents furnished as exhibits hereto:

Exhibit No.	Description
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1	Certification 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 Calculation Linkbase Document
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline<br> XBRL Taxonomy Label Linkbase Document
101.PRE	Inline<br> XBRL Taxonomy Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

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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> August 12, 2024	By:	/s/ JOHN D. MURPHY, JR.
		Chief<br> Executive Officer
	By:	/s/ PAUL STRICKLAND
		Chief<br> Financial Officer

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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, John D. Murphy, Jr, certify that:

1. I have reviewed this Form 10-Q for the period ended June 30, 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: August 12, 2024

/s/ John D. Murphy, Jr
John<br> D. Murphy, Jr
Chief<br> 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, Paul Strickland, certify that:

1. I have reviewed this Form 10-Q for the period ended June 30, 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: August 12, 2024

/s/ Paul Strickland
Chief<br> 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 Quarterly Report of Hallmark Venture Group, Inc. on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John D. Murphy, Jr, 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 Act of 1934; and
2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company at the dates and for the periods indicated.

Dated: August 12, 2024

By:	/s/ John D. Murphy, Jr
	John<br> D. Murphy, Jr
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

In connection with the Quarterly Report of Hallmark Venture Group, Inc. on Form 10-Q for the period ended June 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Strickland, Chief 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 Act of 1934; and
2)	The<br> information contained in the Report fairly presents, in all material respects, the financial condition and results of operations<br> of the Company at the dates and for the periods indicated.

Dated: August 12, 2024

By:	/s/ Paul Strickland
	Paul<br> Strickland
	Chief<br> Financial Officer
	(Principal<br> Financial Officer)