8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington

D.C. 20549

Form

8-K

CURRENT

REPORT

Pursuant

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

Dateof Report (Date of earliest event reported): April 10, 2024

HALLMARK

VENTURE GROUP, INC.

(Exact name of registrant as specified in its charter)

Commission

file number 000-56477

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

877-646-4833

(Registrant’s telephone number, including area code)

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

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

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

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On April 10, 2024, Hallmark Venture Group, Inc (the “Company”) entered into a Debt Cancellation Agreement with Phase I Operations, Inc., a non-affiliate of the Company. $8,130 of remaining debt was canceled.

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

Item

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

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

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT

INDEX

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Exhibit Number	Description
10.01	Debt Cancellation Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

Dated: April 17, 2024

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

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Exhibit10.01

FORM OF DEBT CANCELLATION AGREEMENT

DebtCancellation Agreement

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Hallmark Venture Group, Inc.

5112 West Taft Road, Suite M,

Liverpool, NY 13088

Telephone: 877-646-4833

Email:

Re: Debt Cancellation Agreement (this “Letter”).

Reference is made to that certain 10% Convertible Promissory Exchange Note Issued by the Company on March 24, 2017 (the “NOTE”) by and among Hallmark Venture Group Inc., a Florida corporation, whose principal executive offices are located at 5112 West Taft Road, Suite M, Liverpool, NY 13088 (the “Company”), The Robert Papiri Defined Benefit Plan (the “Assignor”) and Phase I Operations, Inc., a corporation licensed to conduct business in New York, with an office located at 265 Sunrise Hwy, Suite 1515, Rockville Centre, New York 11570 (the “Assignee”). On March 7, 2023, the Assignor assigned the entire NOTE to Assignee pursuant to that certain Assignment of Debt Agreement (the “ADA”). As of the date last written below, the remaining NOTE balance is $8,130 of principle and accrued interest (“Remaining Note Balance”).

The undersigned Assignee and the Company hereby agree as follows:

1.	As<br> of the date last written below, the Assignee shall consider the NOTE paid in full and forego payment of the Remaining Note Balance.
2.	No<br> additional payments pursuant to the NOTE shall be due by Company to Assignee.
3.	Release.<br> The undersigned, jointly and severally, for themselves and each of their present and former, direct and/or indirect, parents, subsidiaries,<br> Affilates, attorneys, agents, representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders,<br> managers, members, successors, predecessors, heirs and assigns (collectively the “Releasors”), hereby expressly<br> and irrevocably release, waive and forever discharge and hold harmless each of the Company, the Assignee, each of the undersigned<br> and each of all of their respective present and former, direct and/or indirect, parents, subsidiaries, affiliates, attorneys, agents,<br> representatives, employees, consultants, brokers, officers, directors, equity and/or debt holders, managers, members, successors,<br> predecessors, and assigns (collectively, the “Released Parties”) from any and all actions, causes of action,<br> suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds,<br> bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents,<br> executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, foreseen<br> or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity, which any of the Holder Releasors ever<br> had, now have, or hereafter can, shall, or may have against any of the Holder Released Parties from the beginning of time through<br> and including the date hereof, respecting the matters covered hereby or in any way related to the NOTE assuming the closing of this<br> Agreement.
4.	Governing<br> Law. This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively<br> in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties<br> hereto hereby expressly and irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under<br> this Agreement shall be brought solely in a federal or state court located in Westchester County, New York. By its execution hereof,<br> the parties hereto covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in Westchester<br> County and the State of New York and agree that any process in any such action may be served upon any of them personally, or by certified<br> mail or registered mail upon them or their agent, return receipt requested, with the same full force and effect as if personally<br> served upon them in New York. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient<br> forum for any such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any<br> such action or proceeding, the party prevailing therein shall be entitled to payment from the other parties hereto of all of its<br> reasonable counsel fees and disbursements.
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5.	Counterparts.<br> This Letter may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement<br> and shall become effective when such counterparts have been signed by each party and delivered to the other parties; provided that<br> a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect<br> as if the signature were an original, not a facsimile, signature.

[ACKNOWLEDGMENTSIGNATURE PAGES TO FOLLOW]

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[ACKNOWLEDGMENTSIGNATURE PAGE TO

DEBTCANCELLATION AGREEMENT/ PAY-OFF LETTER]

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Agreedand Acknowledged:

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COMPANY:	ASSIGNEE:
Hallmark Venture Group, Inc.	Phase I Operations, Inc
By:	By:
Name:	Name:
Title:	Title:
Date:	Date:

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