10-Q

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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 ### September 30, 2025

or

☐

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> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> 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 November 19, 2025, there were 63,931,929 shares of the issuer’s common stock outstanding.

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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.	24
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item<br> 4	Controls and Procedures.	27
PART II - OTHER INFORMATION		28
Item<br> 1.	Legal Proceedings.	28
Item<br> 1A.	Risk Factors.	28
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item<br> 3.	Defaults Upon Senior Securities.	28
Item<br> 4.	Mine Safety Disclosures	28
Item<br> 5.	Other Information.	28
Item<br> 6.	Exhibits.	28
Signatures		29

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PART

I - FINANCIAL INFORMATION

Item1. Financial Statements

HALLMARK

VENTURE GROUP, INC.

Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	4
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	7
Notes to the Condensed Financial Statements (unaudited)	8

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HALLMARK

VENTURE GROUP, INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

			December<br> 31, 2024
ASSETS
CURRENT ASSETS:
Cash	4,602		$	3,629
Note receivable, net	—			105,326
Assets<br> from discontinued operations	—			577,581
Total Assets	4,602		$	686,536
LIABILITIES AND STOCKHOLDERS’<br> DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued<br> liabilities	8,964		$	26,381
Accrued compensation	—			56,666
Due to related parties	6,500			826
Convertible notes payable<br> – related party, net of discount of 16,027 and 0, respectively	4,150			74,501
Convertible notes payable<br> – net of debt discount of 27,959 and 33,333, respectively	7,841			317,452
Convertible notes payable	7,841			317,452
Accrued interest –<br> related party	279
Notes payable	—			216,960
Accrued interest	494			14,810
Derivative liability	189,014			510,154
Liabilities<br> from discontinued operations	—			26,161
Total Current Liabilities	217,242			1,243,911
Total Liabilities	217,242			1,243,911
COMMITMENTS AND CONTINGENCIES	-			-
STOCKHOLDERS’ DEFICIT:
Series A Preferred stock,<br> 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<br> shares authorized, 0.001 par value; 63,931,929 and 1,049,794 issued and outstanding, respectively	63,932			1,048
Additional paid-in capital	3,938,196			2,501,362
Stock payable	20,289			36,130
Accumulated<br> deficit	(4,235,157	)		(3,096,015	)
Total Stockholders’<br> Deficit	(212,640	)		(557,375	)
TOTAL LIABILITIES AND<br> STOCKHOLDERS’ DEFICIT	4,602		$	686,536

All values are in US Dollars.

The

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

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HALLMARK

VENTURE GROUP INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended<br><br> <br>September 30,						For the Nine Months Ended<br><br> <br>September 30,
	2025			2024			2025			2024
Revenue	$	—		$	—		$	20,872		$	—
Cost of revenue		—			—			(2,680	)		—
Gross margin		—			—			18,192			—
Expenses:
General and administrative		22,359			3,827			80,283			35,437
Compensation expense		—			—			50,000			—
Professional<br> fees		36,800			—			63,698			—
Total operating expenses		59,159			3,827			193,981			35,437
Loss from operations		(59,159	)		(3,827	)		(175,789	)		(35,437	)
Other income (expense):
Interest expense		(773	)		(7,109	)		(126,756	)		(21,974	)
Interest income					3,332						3,332
Bad debt expense		—			—			(161,317	)		—
Amortization of debt discount		(102,325	)		(48,605	)		(228,641	)		(177,893	)
Loss on conversion of debt		(267,425	)		—			(736,589	)		—
Change in fair value of<br> derivative		(171,921	)		197,378			1,178,621			261,984
Loss on issuance of convertible<br> debt		(67,714	)		(278,156	)		(510,178	)		(278,156	)
Gain<br> on extinguishment of debt		—			262,194			—			265,824
Total other income (expense)		(610,158	)		129,034			(584,860	)		53,117
Net (loss) income before income taxes		(669,317	)		125,207			(760,649	)		17,680
Provision<br> for income tax		—			—			—			—
Net (loss) income from continued operations		(669,317	)		125,207			(760,649	)		17,680
Net (loss) income from discontinued operations		—			—			—			—
Net (loss) income	$	(669,317	)	$	125,207		$	(760,649	)	$	17,680
(Loss) Income per share – basic	$	(0.01	)	$	0.00		$	(0.03	)	$	0.00
(Loss) Income per share –diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00
Weighted average shares outstanding –<br> basic		62,144,121			1,233,691			30,691,748			1,241,076
Weighted average shares outstanding diluted		62,144,121			2,839,331			26,209,584			2,846,716

The

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

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HALLMARK

VENTURE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR

THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

	Shares		Amount		Shares		Amount		payable			Capital			Deficit			Deficit
	Series A<br><br> <br>Preferred Stock				Common<br> Stock				Stock			Additional<br> <br> Paid-in			Accumulated			Total Stockholder’
	Shares		Amount		Shares		Amount		payable			Capital			Deficit			Deficit
Balance, December 31, 2024		100,000	$	100		1,049,794	$	1,048	$	36,130		$	2,501,362		$	(3,096,015	)	$	(557,375	)
Net loss		—		—		—		—		—			—			(728,927	)		(728,927	)
Balance, March 31, 2025		100,000		100		1,049,794		1,048		36,130			2,501,362			(3,824,942	)		(1,286,302	)
Stock issued for corporate restructuring		—		—		50,000,000		50,000		—			(50,000	)		—			—
Stock issued for services		—		—		144,007		144		(15,841	)		15,697			—			—
Stock issued for conversion of debt		—		—		7,815,312		7,817		—			461,644			—			469,461
Contributed capital		—		—		—		—		—			(97,423	)		—			(97,423	)
Deconsolidate Jubilee		—		—		—		—		—			—			(378,493	)		(378,493	)
Net income		—		—		—		—		—			—			637,595			637,595
Balance, June 30, 2025		100,000		100		59,009,113		59,009		20,289			2,831,280			(3,565,840	)		(655,162	)
Stock issued for conversion of debt		—		—		2,219,960		2,220		—			461,576			—			467,796
Stock issued for conversion of debt –<br> related party		—		—		2,702,856		2,703		—			645,340			—			648,043
Net loss		—		—		—		—		—			—			(669,317	)		(669,317	)
Balance, September 30, 2025		100,000	$	100		63,931,929	$	63,932	$	20,289		$	3,938,196		$	(4,235,157	)	$	(212,640	)
	Shares		Amount		payable			Amount			Payable		Capital		Deficit			Deficit
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Series A<br><br> <br>Preferred Stock				Common<br> Stock						Stock		Additional<br> <br> Paid-in		Accumulated			Total Stockholder’
	Shares		Amount		payable			Amount			Payable		Capital		Deficit			Deficit
Balance, December 31, 2023		100,000	$	100		1,224,360		$	1,224		$	36,130	$	2,398,759	$	(3,250,161	)	$	(813,948	)
Common stock issued for payment on settlement<br> liability		—		—		20,011			20			—		4,983		—			5,003
Net income		—		—		—			—			—		—		18,005			18,005
Balance, March 31, 2024		100,000		100		1,244,371			1,244			36,130		2,403,742		(3,232,156	)		(790,940	)
Net loss		—		—		—			—			—		—		(125,532	)		(125,532	)
Balance, June 30, 2024		100,000		100		1,244,371			1,244			36,130		2,403,742		(3,357,688	)		(916,472	)
Balance		100,000		100		1,244,371			1,244			36,130		2,403,742		(3,357,688	)		(916,472	)
Forgiveness of debt related party		—		—		—			—			—		97,423		—			97,423
Cancellation of shares		—		—		(196,519	)		(196	)		—		196		—			—
Net income		—		—		—			—			—		—		125,207			125,207
Net income (loss)		—		—		—			—			—		—		125,207			125,207
Balance, September 30, 2024		100,000	$	100		1,047,852		$	1,048		$	36,130	$	2,501,361	$	(3,232,481	)	$	(693,842	)
Balance		100,000	$	100		1,047,852		$	1,048		$	36,130	$	2,501,361	$	(3,232,481	)	$	(693,842	)

The

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

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HALLMARK

VENTURE GROUP, INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For<br> the Nine Months Ended <br>September 30,
	2025			2024
Cash Flows from Operating<br> Activities:
Net loss from<br> continued operations	$	(760,649	)	$	17,680
Adjustments to reconcile<br> net loss to net cash used by operating activities:
Amortization of debt discount		228,641			177,893
Bad debt expense		161,317			—
Change in fair value of<br> derivative		(1,178,621	)		(261,984	)
Gain on extinguishment<br> of debt		—			(265,824	)
Loss on issuance of convertible<br> debt		510,178			278,156
Loss on conversion of debt		736,589			—
Interest expense		126,756			—
Changes in operating assets<br> and liabilities:
Interest receivable		—			(3,332	)
Accounts payable and accrued<br> expenses		(17,417	)		9,102
Accrued compensation		(56,666	)		—
Accrued interest		7,380			4,959
Due from jubilee		172,926			—
Accrued interest - a related<br> party		18,747			10,913
Due<br> to a related party		5,674			—
Net cash used by operating<br> activities		(45,145	)		(32,437	)
Cash Flows from Investing Activities:
Issuance of note receivable		—			(100,000	)
Net cash used by investing activities		—			(100,000	)
Cash Flows from Financing<br> Activities:
Repayments of note payable<br> (including interest)		(318,427	)		—
Proceeds from convertible<br> note payable - related party		20,177			1,456
Proceeds<br> from convertible note payable		344,368			130,981
Net cash provided by financing<br> activities		46,118			132,437
Net change in cash		973			—
Cash beginning of period		3,629			—
Cash end of period	$	4,602		$	—
SUPPLEMENTAL DISCLOSURE<br> OF CASH FLOW INFORMATION:
Cash paid during the period<br> for:
Interest	$	101,467		$	—
Income<br> taxes	$	—		$	—
NON-CASH TRANSACTIONS:
Forgiveness of debt – related party	$	—		$	97,423
Common<br> stock issued for payment of debt	$	956,394		$	5,003

The

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

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HALLMARK

VENTURE GROUP, INC.

Notes

to Condensed Unaudited Financial Statements

September

30, 2025

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 221,293 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 assigned the Series A preferred shares controlled by each to Aurum. Strickland transferred 196,519 in restricted common shares to Aurum. In exchange, Murphy and Strickland retained 5% equity in the Company, post-restructuring, and these shares have an 18-month anti-dilution provision as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland also cancelled debts owed to each by the Company. Strickland cancelled $83,342.25 in debts. Murphy cancelled $74,501 in debts. Murphy received $70,000 from Aurum in exchange for partial debt cancellation delivered into Escrow on February 27, 2024. Aurum received a $77,000 10% convertible promissory note in exchange for partially paying the Company’s debt owed to Murphy. This Consideration was 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 held with the Company.

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On January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he held 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 and 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 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 reverse split was approved by FINRA effective April 24, 2025.

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 an 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 became a wholly owned and operating subsidiary of the Company.

On

May 12, 2025, the Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, its former officer and director. Under this agreement, the Company transferred 100% of its membership interest in Jubilee Intel, LLC to Mr. Bloomberg. In exchange, Mr. Bloomberg transferred all 100,000 Series A Preferred Shares of the Company that he held to Selkirk Global Holdings, LLC, an entity controlled by Paul Strickland, the Company’s sole director and officer. This transaction resulted in the demerger of Jubilee Intel, LLC, which ceased to be a wholly owned subsidiary of the Company. Accordingly, Jubilee Intel, LLC has been presented as a discontinued operation as of December 31, 2024 until its deconsolidated (see Note 17) which occurred on May 12, 2025 and was deconsolidated from the Company’s financial statements as of September 30, 2025.

NOTE

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of (“US. GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission.

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Useof Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.

The most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate the fair value of certain liabilities, the derivative liability, present value of note payable and the valuation of notes receivable. Management bases its estimates on historical experience and on other various assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from such estimates under different assumptions and conditions.

Principlesof Consolidation

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Jubilee Intel, LLC, through May 12, 2025. On this date, the Company transferred its entire membership interest in Jubilee Intel, LLC, relinquished its control and as a result, Jubilee Intel, LLC ceased to be a wholly owned subsidiary and was deconsolidated. All significant intercompany transactions and balances have been eliminated in consolidation up to that date.

Cashand Cash Equivalents

The

Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. The Company has cash of $4,602 and $3,629 as of September 30, 2025 and December 31, 2024, respectively.

Reclassifications

Certain reclassifications have been made to prior periods to conform with current reporting. These reclassifications did not affect net income, total assets, liabilities or equity reported.

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.

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DerivativeFinancial Instruments

The Company evaluates whether embedded conversion features in its financial instruments meet the criteria for separate accounting under ASC 815, “Derivatives and Hedging.” If the conversion feature is not clearly and closely related to the host debt instrument and does not meet the scope exception for equity classification, it is bifurcated and accounted for as a derivative liability. 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 fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

●	Level<br> 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level<br> 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices<br> for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities;<br> or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
●	Level<br> 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions<br> are required to be consistent with market participants assumptions that are reasonably available.

The

Company’s financial instruments consist of note receivable, derivative liabilities and notes payable. The Company’s note receivable was indirectly written down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of $189,014, primarily due to a reduction in the balance following the payoff and conversion of the related convertible notes. These instruments are in level 3 of the fair value hierarchy.

When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of September 30, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. On September 30, 2025 and December 31, 2024 the Company’s level 3 financial instruments were derivative liabilities on convertible notes, notes payable and note receivable valued at their present value.

The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis.

At September 30, 2025

SCHEDULE OF ASSETS AND LIABILITIES ON A NON-RECURRING

	Quoted<br> Prices in Active Markets for Identical Assets (Level 1)		Significant<br> Other Observable Inputs <br>(Level 2)		Significant<br> Unobservable Inputs <br>(Level 3)
Assets
Note Receivable, Net		—		—	$	—
Liabilities
Convertible<br> Notes, related party, net of discount		—		—	$	4,150
Convertible Note, net,<br> net of discount		—		—	$	7,841
Derivative Liability		—		—	$	189,014

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At December 31, 2024

	Quoted<br> Prices in Active Markets for Identical Assets (Level 1)		Significant<br> Other Observable Inputs <br>(Level 2)		Significant<br> Unobservable Inputs <br>(Level 3)
Assets
Note Receivable,<br> Net		—		—	$	105,326
Liabilities
Convertible Note, related<br> party		—		—	$	74,501
Convertible Note, net		—		—	$	317,452
Note Payable		—		—	$	216,960
Derivative Liability		—		—	$	510,154

Basicand Diluted Income (Loss) Per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock or conversion of stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For

the nine months ending September 30, 2025, the Company had 90,000,000 potential dilutive shares of common stock from convertible preferred stock, approximately 654,500 shares from convertible debt, and 11 shares from warrants. For periods with a net loss the effect of any potentially dilutive shares is anti-dilutive and they have been excluded from dilutive EPS.

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.

In May 2025, the management of Jubilee Intel and of Hallmark Venture Group decided to cancel the merger agreement resulting in the transfer of Hallmark’s control of the entity (Note 17). Hallmark is evaluating various business opportunities to determine new lines of business to pursue. The continued operations of the Company have no revenue generation streams.

Jubilee, a previous subsidiary, generated 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.

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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.

DiscontinuedOperations

The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The disposal of a component or group of components is classified as a discontinued operation if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. This includes the sale, abandonment, or other disposal of legal entities, business segments, or significant components.

Upon meeting the criteria for discontinued operations, the results of operations, including any gain or loss on disposal, are presented separately in the consolidated statements of operations for all periods presented. Assets and liabilities of discontinued operations are presented separately in the consolidated balance sheets. The results of operations of the discontinued component are still reported separately in the consolidated statement of operations.

Management evaluates and updates the classification of operations as discontinued when relevant events occur, such as the approval of a sale plan, abandonment, or completion of disposal.

SegmentReporting

The Company uses the “management approach” to identify its reportable segments. This approach is based on the internal organizational structure used by management for making operational decisions and assessing the performance of the business. Under this approach, the Company has determined that it operates through four reportable segments.

The Holding Segment includes corporate functions such as finance, legal, human resources, and executive management. This segment supports the operations of the other business units. The Holding Segment represents the parent-level activities of the Company, including the identification and pursuit of new business opportunities. This segment also provides financing support to other operating units, and corporate-level expenses are recorded within this segment. Advertising segment comprises activities from launching and managing Yahoo partner advertisements on the Company’s behalf and providing a SaaS platform for third parties to run such advertisements. Operations that no longer meet the criteria for continuing operations are reported within Discontinued Operations.

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SCHEDULE OF SEGMENT REPORTING

2025	Holding Segment			Advertising Segment			Discontinued Operations		Total
Segmented Information- Statements of Operations
2025	Holding Segment			Advertising Segment			Discontinued Operations		Total
Revenue and other income:
Advertising revenue	$	-		$	20,872		$	-	$	20,872
Expenses:
Cost of revenue		-			(2,680	)		-		(2,680	)
General and administrative		80,282			-			-		80,282
Professional fees		63,698			-			-		63,698
Payroll expenses		50,000			-			-		50,000
Interest expense and charges - note payable		126,755			-			-		126,755
Gain on extinguishment of debt		-						-		-
Bad debt		161,317			-			-		161,317
Amortization of debt discount		228,641			-			-		228,641
Loss on issuance of debt		510,178			-			-		510,178
Loss on conversion of debt		736,589			-			-		736,589
Change in fair value of derivative liability		(1,178,621	)		-			-		(1,178,621	)
Net Income (loss) before income taxes	$	(778,841	)	$	18,192		$	-	$	(760,649	)
2025	Holding Segment		Advertising Segment		Discontinued Operations		Total
---	---	---	---	---	---	---	---	---
Segmented Information- Balance Sheets
2025	Holding Segment		Advertising Segment		Discontinued Operations		Total
Total assets	$	4,602	$	-	$	-	$	4,602
Less: intersegment eliminations		-		-		-		-
Net assets		4,602		-		-		4,602
Total liabilities		217,242		-		-		217,242
Less: intersegment eliminations		-		-		-		-
Total liabilities	$	217,242	$	-	$	-	$	217,242
2024	Holding Segment			Advertising Segment		Discontinued Operations		Total
---	---	---	---	---	---	---	---	---	---	---
Segmented Information- Statements of Operations
2024	Holding Segment			Advertising Segment		Discontinued Operations		Total
Revenue and other income:
Advertising revenue	$	-		$	-	$	-	$	-
									-
Expenses:
Cost of revenue					-
General and administrative		31,610			-		-		31,610
Professional fees		-					-		-
Payroll expenses		-			-		-		-
Interest expense and charges - note payable		14,865			-		-		14,865
Gain on extinguishment of debt		(3,630	)		-		-		(3,630	)
Bad debt		-			-		-		-
Amortization of debt discount		129,288			-		-		129,288
Loss on issuance of debt		-			-		-		-
Loss on conversion of debt		-			-		-		-
Change in fair value of derivative liability		(64,606	)		-		-		(64,606	)
Net Income (loss) before income taxes	$	(107,527	)	$	-	$	-	$	(107,527	)
2024	Holding Segment		Advertising Segment		Discontinued Operations		Total
---	---	---	---	---	---	---	---	---
Segmented Information- Balance Sheets
2024	Holding Segment		Advertising Segment		Discontinued Operations		Total
Total assets	$	108,955	$	-	$	577,580	$	686,535
Less: intersegment eliminations		-		-		-		-
Net assets		108,955		-		577,580		686,535
Total liabilities		1,217,750		-		26,161		1,243,911
								-
Less: intersegment eliminations		-		-		-		-
Total liabilities	$	1,217,750	$	-	$	26,161	$	1,243,911

ReverseStock Split

On April 24, 2025, the Company effected a 1-for-500 reverse stock split of its issued and outstanding common stock. (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each ten (500) shares of issued and outstanding common stock were converted into one. The par value of the common stock remained unchanged at $0.001 per share.

In accordance with Staff Accounting Bulletin (“SAB”) Topic 4C and relevant U.S. GAAP guidance, the reverse stock split has been retrospectively reflected in these condensed consolidated financial statements for all periods presented in the accompanying financial statements, including the balance sheets, statements of stockholders’ equity, including all share and per-share amounts (such as earnings per share and weighted-average shares outstanding).

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the split were rounded up to the next whole share, consistent with the Company’s corporate charter. This accounting policy ensures the comparability of share-related information across all periods presented.

The reverse stock split did not affect the total dollar amount of common stock or total stockholders’ equity.

Allowancefor Credit Losses

The Company applies the CECL model under ASC 326 to estimate expected credit losses on financial assets, including trade receivables, notes receivable, and held-to-maturity debt securities. CECL requires consideration of historical loss experience, current conditions, and reasonable forecasts over the asset’s contractual life.

As of the reporting date, a material allowance for credit losses was recorded for an outstanding note receivable; however, management determined that the nature of the underlying balances did not require a CECL-based assessment. Instead, the allowance was estimated using alternative methods consistent with U.S. GAAP, based on the specific characteristics of the assets.

The allowance is reassessed at each reporting period, and changes are recognized in the income statement as credit loss expense. The Company has considered the recent guidance and does not have receivables that would require this level of analysis in determining the net realizable balance of accounts receivable.

Incometaxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.

The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2024, and 2023 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.

Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at September 30, 2025 or December 31, 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the period ended September 30, 2025 or year ended December 31, 2024.

The Company is subject to taxation in the United States and the State of Nevada. The Company’s federal and applicable state income tax returns for the past three years remain subject to examination by the respective tax authorities

ConcentrationAnd Credit Risk

Financial

instruments which potentially subject the Company to credit risk consist of cash. Cash is maintained with a major financial institution in the USA that is creditworthy. The Company maintains cash in bank accounts insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC). On September 30, 2025 and on December 31, 2024, no cash balances were in excess of federally insured limits.

During

the period ended September 30, 2025 the company made up 100% of total revenue in cash from one customer. Their balance amounted to $20,872 from advertising and ad revenue. During the period ended September 30, 2024, the Company generated no revenues and therefore had no significant customers.

RecentlyIssued Accounting Pronouncements

Environmental Credits (Proposed Topic 818) - New guidance on how to account for environmental credits like carbon offsets and renewable energy certificates. Focus on consistent recognition, measurement, and disclosure. Still in proposal stage (comment period through April 2025).

Disaggregation of Income Statement Expenses (ASU 2024-03) - Companies must break out major expense categories (e.g., labor, depreciation) in the notes to financial statements. Aimed at improving transparency. Effective for annual periods after Dec 15, 2026 (early adoption allowed).

Income Tax Disclosure Improvements (ASU 2023-09) - Requires clearer details on income taxes paid (by federal, state, and foreign) and better breakdowns of rate reconciliations. Helps investors better understand a company's tax situation.

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The Company periodically reviews new accounting standards that are issued. Although some of these accounting standards may apply to the Company, the Company has not identified any new standards that it believes merit further discussion or change to adopted policies, and the Company expects that none would have a significant impact on its financial statements.

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, the realization of assets, and liquidation of liabilities in the normal course of business.

As

of September 30, 2025, the Company had an accumulated deficit of $4,235,157. Net loss and net cash flows used in operating activities for the nine months ended September 30, 2025 was $760,649 and $45,145, respectively. The cash balance held as of September 30, 2025 is $4,602. In May 2025, the Company discontinued its only operating segment, Jubilee Intel LLC, which generated revenues. The Company 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 RECEIVABLE

As

of September 30, 2025, the Company had accounts receivables of $0 compared to $555,195 as of December 31, 2024, being part of Assets from discontinued operations. Receivables as of December 31, 2024 consisted of revenues generated through Jubilee. As of September 30, 2025, Jubilee is no longer a wholly-owned subsidiary of the Company and has been deconsolidated as of September 30, 2025.

SCHEDULE OF ACCOUNTS RECEIVABLE

Description	September<br> 30, 2025			December<br> 31, 2024
Accounts receivable beginning balance	$	555,195		$	—
Billings		—			555,195
Collections		225,265			—
Direct write offs		314,664			—
Deconsolidated		(15,266	)		—
Accounts Receivable<br> ending balance	$	—		$	555,195
Allowance for doubtful<br> accounts		—			—
Accounts Receivable,<br> net	$	—		$	555,195

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NOTE

5 – 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 September 30, 2025, the Company determined that an allowance for the full amount of the note and interest receivable was allocated as the note was determined to be potentially noncollectable. As a result, the Company recognized $111,494 bad debt expense for the nine months ended September 30, 2025.

SCHEDULE OF NOTE RECEIVABLE

Description	September 30, 2025			December 31, 2024
Notes receivable - current portion	$	111,494		$	105,326
Allowance for doubtful accounts		(111,494	)		—
Notes receivable, net	$	—		$	105,326

NOTE

6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company had an accounts payable balance of $26,381 that was paid by an unrelated party. In return, the Company issued an unsecured,

non-interest-bearing convertible note on July 15, 2023. The note had a scheduled maturity of July 16, 2026, but it was converted earlier, on July 22, 2025, into 239,827 shares of common stock.

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Description September	September 30, 2025		December 31, 2024
Legal fees	$	—	$	26,381
Credit card		8,964		—
Total	$	8,964	$	26,381

NOTE

7 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $144,501. The Note was unsecured, non-interest bearing, and matures on December 4, 2024. The note is convertible into shares of common stock at a 50% average closing trading price for the twenty-five days prior to conversion. On March 8, 2024, the Company repaid $70,000 of the loan. On July 21, 2025, Mr. Murphy converted this note into 1,275,702 shares of common stock. As of September 30, 2025 and December 31, 2024, the balance of the note is $0 and $74,501, respectively.

On December 12, 2023, the company issued convertible

exchange note to Paul Strickland. The Note was unsecured, non-interest bearing and matures on December 12, 2023. On August 07, 2025, Paul converted this debt into 83,753 shares of common stock. As of September 30, 2025 the outstanding balance of note is $0.

In

connection with the acquisition of Jubilee Intel, LLC in the prior year, debt obligations totalling $97,424, including accrued interest, owed to Selkirk Global Holdings, LLC (“Selkirk”) under notes dated October 6, 2022, and April 6, 2023, were cancelled as part of the merger consideration. In May 2025, following the termination of the merger agreement and the Company’s transfer of its membership interest in Jubilee Intel, LLC, the previously cancelled debt was reinstated.

As

a result, the Company recognized the reinstated debt of $97,424, including accrued interest, as a liability on its balance sheet as of September 30, 2025. Additional interest expense of $10,048 was accrued through September 30, 2025, in accordance with the original note terms, which bear interest at 10% per annum. In August 2025, Selkirk converted $107,472 of principal and accrued interest into 1,343,403 shares of common stock.

On July 17, 2025, the Company issued a 6% Convertible Exchange Note to Selkirk, for up to $50,000. The Note is unsecured and matures on July 16, 2026. The note is convertible into shares of common stock at a 50% discount to the average closing trading price for the ten days prior to conversion. As of September 30, 2025, there is $20,177 and $279 of principal and interest, respectively, due on this note.

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NOTE

8 – CONVERTIBLE NOTES PAYABLE

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 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 from Alpha strategies Trading software, Inc to Nicosel, LLC, a non-affiliate of the Company, when the parties agreed to convert the balance into a convertible note payable.

OtherConvertible 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 was issued to the 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, with a balance of $103,986, to Nicosel, LLC, a non-affiliate of the Company. The note was replaced by a new promissory note dated May 30, 2025, for $103,986. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

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. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

On March 7, 2025, the Company issued a convertible promissory note to Nicosel, LLC for $50,000. The note bears interest at 8% and matures on March 6, 2026. The note is convertible into shares of common stock at a 50% discount to the average closing price during the ten trading days prior to conversion. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

On July 8, 2025, the Company issued a 6% Convertible Exchange Note to Nicosel, LLC, for up to $50,000. The Note is unsecured and matures on July 7, 2026. The note is convertible into shares of common stock at a 50% discount to the average closing trading price for the ten days prior to conversion. On August 25, 2025, the board of directors determined that it was necessary to revise that Note and increase the face value amount to $100,000.

On May 15, 2025, the Company issued six convertible promissory notes to GMF Ventures with an aggregate principal amount of $232,187. The notes bore interest at 6% per annum, with a stated maturity date of November 14, 2025, and a default interest rate of 20% per annum.

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The notes were convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price determined pursuant to the terms of the notes. In accordance with ASC 815, Derivatives and Hedging, the Company evaluated the conversion features and determined that they met the criteria for derivative accounting. Accordingly, a derivative liability was recorded at fair value on the issuance date, with subsequent changes in fair value recognized in the condensed statement of operations through the conversion date.

On June 3, 2025, prior to maturity, all six notes, including accrued interest, were fully converted into shares of the Company’s common stock. No cash interest was paid. Following the conversion, there was no remaining principal, accrued interest, or derivative liability outstanding as of September 30, 2025.

On

May 14, 2025, the Company issued a 6% Convertible Exchange Note (the “Exchange Note”) to Nicosel, LLC in the principal amount of $80,000. The Exchange Note was issued in exchange for the On Demand Promissory Note dated November 19, 2024.

The Exchange Note bears interest at a guaranteed rate of 6% per annum on the principal balance and matures on November 13, 2025. Both the principal and any accrued interest are convertible into shares of the Company’s common stock, in accordance with the conversion terms of the note.

On

June 3, 2025, $76,316 of the principal was converted into shares of the Company’s common stock. Following this conversion, a remaining principal balance of $3,684 was outstanding as of September 30, 2025. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

On

May 30, 2025, the Company issued a 6% Convertible Exchange Note (the “Note”) to Nicosel, LLC in the principal amount of $103,986 in exchange for the retiring of an existing convertible promissory note dated 03/01/2024 amounting $103,986. The Note matures on November 30, 2025, and bears interest at 6% per annum on the outstanding principal balance. Principal and interest may be repaid in cash or converted into shares of the Company’s common stock at the holder’s election, in accordance with the terms of the Note. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

As

of September 30, 2025, the total amount due to Nicosel, LLC is $35,800

and $494

of principal and interest, respectively. The convertible note

balance reported on September 30, 2025 is $7,841

,

net of debt discount of $27,959 .

As

of December 31, 2024, the total amount due to Nicosel, LLC is $350,784 and $11,075 of principal and interest, respectively. The convertible note balance reported on December 31, 2024 is $317,452, net of debt discount of $33,333.

NOTE

9 – NOTES PAYABLE

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 the Company’s common stock. This note is fully settled as of September 30, 2025, along with interest.

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. This note is fully settled as of September 30, 2025, along with interest.

On

November 4, 2024, the Company issued a $30,000 promissory note and a warrant to purchase 750 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

On

November 15, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

On

November 19, 2024 the Company issued a $50,000 promissory note and a warrant to purchase 1,250 shares of Company common stock. This note was replaced with convertible note dated May 14, 2025. See note 8.

On

December 20, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

As

of September 30, 2025, the total principal owed was $0 and accrued interest was $0. As of December 31, 2024 total principal owed was $216,960 and accrued interest was $3,312.

Refer Note 6 for the convertible note issued to an unrelated party for settlement of debt.

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NOTE

10 – DERIVATIVE LIABILITY

The

Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total derivative liability on September 30, 2025 was $189,014 and on December 31, 2024 was $510,154 which was principally related to convertible notes.

SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITY

Balance at December 31, 2023	$	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
Decrease to derivative due to repayment		(731,834	)
Increase to derivative due to new issuances		872,243
Derivative loss due to mark to market adjustment		(461,549	)
Balance at September 30, 2025	$	189,014
Balance	$	189,014

The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:

SCHEDULE OF OUTSTANDING CONVERSION

FEATURE DERIVATIVE LIABILITIES

	September 30, 2025						December 31, 2024
Input	Weighted<br><br> <br>Avg.			Range			Weighted<br><br> <br>Avg.			Range
Stock price	$	0.29		$	.29		$	0.003300		$	0.000611
Exercise price (conversion price)	$	0.0867		$	0.0867		$	0.000611		$	0.0009 - 0.0011
Risk-free interest rate		3.68	%		3.68	%		4.37	%		4.37	%
Expected term (years)		0.78			0.77– 0.79			0.30			0.25 - 0.33
Expected volatility		602.80	%		600.86% - 606.26	%		189.41	%		333.08% - 310.70	%
Dividend yield		-			-			-			-

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 Company issued 144,007 shares of common stock on May 20, 2025, at a value of $15,841, to Nicosel, LLC. The balance due is $20,289 and $36,130 as of September 30, 2025 and December 31, 2024, respectively.

NOTE

12 – WARRANTS

On May 1, 2024, the Company issued a Warrant Subscription Agreement is for 200 warrants (post-split), exercisable within one year of the execution date of the agreement at a price of $500 (post-split).

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	%

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On October 9, 2024, the Company authorized the issuance of up to $500,000 in non-convertible promissory notes with the attached warrants. Purchasers of the notes were issued 11 warrants (post split) to purchase common stock. The warrants shall be exercisable at a price of $500 per share (post-split) 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

	Number of<br><br> <br>Warrants			Weighted<br><br> <br>Average<br><br> <br>Exercise Price		Weighted<br><br> <br>Average<br><br> <br>Remaining<br><br> <br>Contract<br><br> <br>Term		Intrinsic<br><br> <br>Value
Outstanding, December 31, 2023		—		$	—		—	$	—
Issued		211		$	500		.50		—
Expired		—		$	—		—		—
Exercised		—		$	—		—		—
Outstanding, December 31, 2024		211		$	500		.41	$	—
Issued		—		$	—		—		—
Expired		(200	)	$	—		—		—
Exercised		—		$	—		—		—
Outstanding, September 30, 2025		11		$	500		1.11	$	—

NOTE

13 – 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.

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.

On

May 20, 2025, the Company issued 144,007 shares of common stock for legal fees associated with the settlement liability (Note 11).

On

June 2, 2025, GMF converted $232,187 of principal and accrued interest, respectively, into 2,449,227 shares of common stock (see Note 9).

On May 16, 2025, the Company issued 50 million shares of common stock to Beartooth Asset Holdings, Inc. (“Beartooth”) a related party as a corporate restructuring transaction in preparation for a potential merger. The Company had not entered into any agreement or obligation for a specific merger transaction.

On

July 8, 2025, the Company entered into a 1 year, 6% $26,381 convertible note with Wonderland Asset Management, LLC (Wonderland). On July 22, 2025, Wonderland converted all of that note into 239,827 shares of restricted common stock pursuant to the terms of the note.

On

July 21, 2025, John D. Murphy, Jr. retired $74,501 of debt by converting 1,275,702 shares of common stock pursuant to the terms of the December 5, 2023 note.

On

August 5, 2025, Nicosel, LLC retired $103,986 of debt by converting into 611,682 shares of common stock pursuant to the terms of the May 30, 2025 note.

On

August 5, 2025, Nicosel, LLC retired $3,684 of debt by converting into 21,671 shares of common stock pursuant to the terms of the May 14, 2025 note.

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On

August 5, 2025, Nicosel, LLC retired $146,799 of debt by converting into 1,346,780 shares of common stock pursuant to the terms of the November 30, 2020 3a10 stipulated settlement.

On

August 7, 2025, Paul Strickland, the Company’s sole director and officer, retired $7,119 of debt by converting into 83,753 shares of common stock pursuant to the terms of the December 12, 2023 convertible exchange note.

On

August 12, 2025, Selkirk retired $75,309 of debt by converting into 941,363 shares of common stock pursuant to the terms of the October 6, 2022 note.

On

August 12, 2025, Selkirk retired $32,163 of debt by converting into 402,038 shares of common stock pursuant to the terms of the June 5, 2023 note.

The shares were measured at the fair value of the common stock issued on the date of issuance and recorded to common stock and additional paid in capital.

During

the nine months ending September 30, 2025, Nicosel converted $226,316 and $10,937 of principal and interest, respectively, into 5,366,085 shares of common stock; however, Nicosel LLC entered into separate agreements to sell or transfer its shares in the Company to other unrelated parties.

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 September 30, 2025 and December 31, 2024, respectively. At September 30, 2025, Selkirk Global holding was the holder of all of the outstanding shares of Series A Preferred Stock and at December 31, 2024 Evan Bloomberg was the holder of all of the outstanding shares of Series A Preferred Stock, acquired from John D. Murphy, Jr. and Paul Strickland in conjunction with the Jubilee Intel, LLC transaction.

NOTE

15 – OTHER RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name of Related Party		Related Relationship
Evan Bloomberg	(1)	Principal Executive Officer<br> of the Company, member of the Board of Directors
John 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 Strickland		Secretary<br> of the Company, member of the Board of Directors, and Managing Member of Beartooth Asset Holdings, LLC.
Selkirk Global Holdings,<br> LLC		Entity<br> owned by Paul Strickland, the Company’s Secretary, and a member of its Board of Directors.
Green Horseshoe, LLC		Significant shareholder
Bruce Bent		Significant<br> shareholder
OC Sparkle Inc.		Significant<br> shareholder
(1)	Resigned from all positions<br> May 12, 2025.
---	---

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 the nine months ended September 30, 2025, $74,501 of the note was assigned to Alpha Strategies and then assigned to Nicosel, LLC.

Refer to Note 13 for shares issued to a related party.

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NOTE

16 – INCOME TAX

For the nine months ended September 30, 2025 and fiscal year ending December 31, 2024, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As

of September 30, 2025 and December 31, 2024, the Company had net operating loss carry forwards of approximately $1,411,000 and $650,000, respectively. The carry forwards expire through the year 2044. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

The tax computations are as follows:

SCHEDULE

OF TAX COMPUTATIONS

	September 30,<br><br> <br>2025			December 31,<br><br> <br>2024
Net losses (gains) before taxes	$	(760,649	)	$	18,005
Adjustments to arrive at taxable income/loss
Permanent differences:		—			—
Temporary differences:		—			—
Taxable income (loss)		(760,649	)		18,005
Current Year Taxable (loss) income		(760,649	)		18,005
NOL carried forward prior year (tax return)		(3,231,995	)		(3,250,000	)
NOL carried forward at period end	$	(3,992,644	)	$	(3,231,995	)
Deferred Tax Asset - Federal Rate (21%)		(838,455	)		(678,719	)
Deferred Tax Asset - State Rate		—			—
Total Deferred Tax Asset		(838,455	)		(678,719	)
Valuation Allowance		838,455			678,719
Deferred tax per books	$	—		$	—

NOTE

17 – DISCONTINUED OPERATIONS AND DECONSOLIDATION

As of September 30, 2025, Jubilee is no longer a wholly-owned subsidiary of the Company and has been deconsolidated as of September 30, 2025 (Note 17). The assets and liabilities associated with this business were displayed as assets and liabilities from discontinued operations as of December 31, 2024. Additionally, the revenues and costs associated with this business are displayed as losses from discontinued operations.

Total assets and liabilities included in discontinued operations were as follows:

SCHEDULE OF ASSETS AND LIABILITIES INCLUDED IN DISCONTINUED OPERATIONS

	September 30,<br><br> <br>2025		December 31,<br><br> <br>2024
Assets from Discontinued Operations:
Cash	$	—	$	22,386
Accounts receivable		—		555,195
Total assets from discontinued operations	$	—	$	577,581
Liabilities from Discontinued Operations:
Line of credit	$	—	$	26,161
Total liabilities from discontinued operations	$	—	$	26,161

Deconsolidation of Jubilee as of September 30, 2025:

SCHEDULE

OF DECONSOLIDATION OF JUBILEE

Account
Checking Account	$	(8,350	)
Money Market		(2.00	)
Accounts Receivable		(15,266	)
Due from/to Jubilee		56,818
Retained Earnings		378,494
(Gain) on Deconsolidation	$	(411,694	)

On the statement of operations there is no reported gain on deconsolidated for the nine months September 30, 2025 due to the gain from deconsolidation netting against the previous loss incurred from discontinued operations resulting in zero financial impact on statement of operations.

NOTE

18 — SUBSEQUENT EVENTS

In accordance with ASC 855-10, Subsequent Events, management evaluated subsequent events through the date the financial statements were issued and no noted material subsequent events requiring disclosure in these unaudited financial statements.

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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-LookingStatements

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.

CautionaryStatement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes appearing elsewhere herein.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Forward-Looking Statements. We assume no obligation to update any of the forward-looking statements included herein.

CurrentStatus – “Shell Company”

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 not identified a specific acquisition target and has not entered into any negotiations regarding any such acquisition.

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.

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.

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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, although there is no assurance that such will be the case.

The Company is obligated to file interim and periodic reports including an annual report with audited financial statements. The costs associated with this obligation will be borne by the Company.

The Company’s common stock is subject to quotation on the OTCID Basic Market of OTC Markets Group Inc. 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.

Resultsof Operations

ThreeMonths Ended September 30, 2025 (the “2025 Period”) and 2024 (the “2024 Period”).

Revenues. During the 2025 Period and the 2024 Period, the Company generated no revenues.

During the 2024 Period, the Company generated no revenue.

OperatingExpenses. During the 2025 Period, the Company incurred total operating expenses of $58,541, which were comprised of $22,359 in general and administrative expenses and $36,800 in professional fees, resulting in a loss from operations of $59,159.

During the 2024 Period, the Company incurred operating expenses of $3,827, comprised entirely of general and administrative expense, resulting in a net loss from operations of $3,827.

OtherIncome (Expense). During the 2025 Period, the Company incurred a total of $610,158 in other expense, which was comprised of $773 in interest expense, $102,325 in amortization of debt discount, $267,425 in loss on conversion of debt and $67,714 in loss on issuance of convertible debt.

During the 2024 Period, the Company incurred a total of $333,870 in other expense, which was comprised of $7,109 in interest expense, $48,605 in amortization of debt discount and $278,156 in loss on issuance of convertible debt, which was offset by $462,904 in other income, comprised of $3,332 in interest income, $197,378 in change in fair value of derivative and $262,194 in gain on extinguishment of debt, resulting in other expense for the 2024 Period of $129,034.

NetIncome (Loss). For the 2025 Period, the Company reported a net loss of $669,317, which is due primarily to an increase in other expense. For the 2024 Period, the Company reported net income of $125,207, which is attributable to other income. This period-to-period fluctuation in other income/expense can be expected for the foreseeable future.

NineMonths Ended September 30, 2025 (“Interim 2025”) and 2024 (“Interim 2024”).

Revenues. During Interim 2025, the Company generated $20,872 in revenues and incurred a cost of revenue of $2,680, resulting in a gross margin of $18,912.

During Interim 2024, the Company generated no revenue.

OperatingExpenses. During Interim 2025, the Company incurred total operating expenses of $193,981, which were comprised of $80,283 in general and administrative expenses, $50,000 in compensation expense and $63,698 in professional fees, resulting in a loss from operations of $175,789.

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During Interim 2024, the Company incurred operating expenses of $35,437, comprised entirely of general and administrative expenses, resulting in a net loss from operations of $35,437.

OtherIncome (Expense). During Interim 2025, the Company incurred a total of $1,763,481 in other expense, which was comprised of $126,755 in interest expense, $161,317 in bad debt expense, $228,641 in amortization of debt discount, $736,589 in loss on conversion of debt and $510,178 in loss on issuance of convertible debt, which was offset by $1,178,621 in other income, which was comprised entirely of $ in change in fair value of derivative, resulting in other expense for Interim 2025 of $585,860.

During Interim 2024, the Company incurred a total of $478,023 in other expense, which was comprised of $21,974 in interest expense, $177,893 in amortization of debt discount and $278,156 in loss on issuance of convertible debt, which was offset by $531,140 in other income, which was comprised of $3,332 in interest income, $261,984 in change in fair value of derivative and $265,824 in gain on extinguishment of debt, resulting in other expense for Interim 2024 of $53,117.

NetIncome (Loss). For Interim 2025, the Company incurred a net loss of $760,649. For Interim 2024, the Company reported net income of $17,680.

CashFlows

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024.

	Nine Months<br><br> <br>Ended 9/30/25			Nine Months<br><br> <br>Ended 9/30/24
Cash Used by Operating Activities	$	(45,145	)	$	(32,437	)
Cash Provided (Used) by Investing Activities		-			(100,000	)
Cash Provided by Financing Activities	$	46,118		$	132,437

CashUsed by Operating Activities. During the nine months ended September 30, 2025, cash used by operating activities was $45,145. This use of cash reflects our net loss for the period, adjusted by non-cash charges non-cash gains. In comparison, during the nine months ended September 30, 2024, cash used by operating activities was $32,437. The decrease in cash usage during the nine months ended September 30, 2025, is attributable to an increase in operating expenses associated with the Company’s “shell company” status.

CashProvided by Investing Activities. During the nine months ended September 30, 2025, we had no financing activities. During the nine months ended September 30, 2024, we used $100,000 for the issuance of a note receivable.

CashProvided by Financing Activities. During the nine months ended September 30, 2025, cash provided by financing activities was $46,118. This provision of cash consisted of $20,176 in proceeds from proceeds from convertible note payable (third party) and $344,368 in proceeds from convertible note payable, which was offset by repayments of note payable (including interest). In comparison, during the nine months ended September 30, 2024, cash provided by financing activities was $132,437, which included $130,981 in proceeds from convertible note payable (third party) and $1,456 in proceeds from convertible note (related party).

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Liquidityand Capital Resources

As of September 30, 2025, the Company had $4,602 in cash and $217,242 in current liabilities, resulting in a working capital deficit of $212,640. The Company’s capital position can be expected to remain in a negative state, until such time as it begins to generate significant revenues from future operations or until such time as it acquires a private company with ongoing operations. There is no assurance that either of such circumstances will occur.

GoingConcern

The Company is currently a “shell company,” that is, the Company has nominal assets and nominal operations and seeks to acquire a private company with ongoing operations.

The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the nine months ended September 30, 2025, the Company incurred a net loss of $760,649 and used cash in operating activities of $45,145, and, on September 30, 2025, had a stockholders’ deficit of $212,640.

The foregoing factors, among others, raise substantial doubt about 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 asset amounts or amounts and the classification of liabilities that might result from this uncertainty.

Management is actively seeking additional sources of capital through the sale of equity, including in this offering, advances from related parties, and exploring strategic partnerships. The Company is also focused on attracting suitable investors to support its business plan without relying heavily on existing cash reserves. Additionally, management is implementing cost-saving measures and exploring opportunities to diversify through acquisitions or entering into new markets. However, there can be no assurance that these efforts will result in sufficient funding, and the Company may continue to face substantial uncertainty regarding its ability to achieve profitable operations and sustain its business.

OffBalance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

CriticalAccounting Policies

Please refer to Note 2 to the Company’s financial Statements for the nine months ended September 30, 2025, appearing elsewhere herein, for a condensed discussion of our critical accounting policies and to the Company’s Form 10-K for the year ended December 31, 2024, for a full discussion of its critical accounting policies and procedures.

Item3. Quantitative and Qualitative Disclosure 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.

Item4. Controls and Procedures

DisclosureControls and Procedures. As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company’s management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2025, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

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

Item1. Legal Proceedings

None.

Item1A. 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.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information

SecuritiesTrading Plans of Directors and Executive Officers

Our sole director and officer has not adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 2025.

Item6. 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 XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension<br> Schema Document
101.CAL	Inline XBRL Taxonomy Calculation<br> Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension<br> Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label<br> Linkbase Document
101.PRE	Inline XBRL Taxonomy Presentation<br> Linkbase Document
104	Cover Page Interactive<br> 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: November 19, 2025	By:	/s/ PAUL STRICKLAND
		Principal Executive Officer
	By:	/s/ PAUL STRICKLAND
		Principal 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, Paul Strickland, certify that:

1. I have reviewed this Form 10-Q for the period ended September 30, 2025, 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: November 19, 2025

/s/ PAUL STRICKLAND
Paul<br> Strickland
Secretary<br> (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 September 30, 2025, 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: November 19, 2025

/s/ Paul Strickland
Secretary<br> (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 September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Strickland, Principal Executive Officers 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: November 19, 2025

By:	/s/ Paul Strickland
	Paul<br> Strickland
	Secretary
	(Principal<br> Executive Officer)

In connection with the Quarterly Report of Hallmark Venture Group, Inc. on Form 10-Q for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Strickland, 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 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: November 19, 2025

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