SDCO 10-K
SDR Drone, Inc. (SDCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the fiscal year ended
OR
For the transition period from ____________ to ____________
Commission
file number
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of
|
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices with Zip Code)
Registrant’s
telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Title of Class
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).
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 accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates: $
As of the date of this filing, there were shares of the issuer’s common stock outstanding.
HALLMARK VENTURE GROUP, INC.
TABLE OF CONTENTS
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
Forward-Looking Statements
Unless the context indicates otherwise, as used in this Annual Report, the terms “HLLK,” “we,” “us,” “our,” “our company” and “our business” refer, to HALLMARK VENTURE GROUP, INC., including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
General Background of the Company
Hallmark Venture Group, Inc. (“we”, “us”, “our” or the “Company”) was originally incorporated in the State of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart USA, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On July 16, 2008, the Company changed its name to Hallmark Venture Group, Inc. On March 22, 2022, the Company redomiciled and became a Florida corporation.
On November 2, 2020, the Company entered into a Plan of Merger and Acquisition Agreement (the “Stonecrest Merger Agreement”), pursuant to which the Company purchased Stonecrest Owner, LLC in exchange for the issuance of 10,000,000 shares of common stock and 100,000 shares of Series A preferred stock to the members of Stonecrest Owner, LLC. On July 12, 2021, the parties agreed to cancel and unwind the transactions contemplated by the Stonecrest Merger Agreement. As a result, all of the shares of common stock and preferred stock that were issued as part of that transaction were canceled.
On September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into that certain Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in and to Jubilee in exchange for 100,000 shares of Series A Preferred Stock. As a result of the Merger, Jubilee has become a wholly owned and operating subsidiary of the Company.
About Jubilee
Executive Summary
Our company’s proprietary SEM platform automates the creation, optimization, and scaling of digital advertising campaigns across key platforms like Facebook, GDN, and Taboola. By leveraging a direct feed from Yahoo’s partner network, we access real-time data that significantly enhances campaign performance. Through the integration of machine learning and AI, our platform optimizes ad spend, scales profitable campaigns, and pauses or restructures underperforming ones in real time.
In addition to our technological advancements, our transition into the public markets is enabling us to expand rapidly, and gain access to capital markets. Our reverse merger, combined with a potential acquisition, provides a pathway for sustained growth and increased market presence.
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SEM Automation and Machine Learning
Our platform integrates machine learning and AI to automate the entire SEM process, from keyword research to campaign generation and optimization. This system eliminates the need for manual intervention, drastically reducing the time and resources required for effective SEM management.
| ● | Keyword Research: Our platform analyzes massive datasets of search queries, user behaviors, and historical performance metrics to identify high-intent keywords that are most likely to convert. Unlike traditional methods of keyword selection, our machine learning algorithms continuously refine keyword targeting by learning from the performance of active campaigns, adjusting in real time. This enables us to stay ahead of changing trends and user behaviors, ensuring that our campaigns are always aligned with current search demand. |
| ● | Campaign Generation: The platform generates thousands of ad variations tailored to specific audience segments. Using advanced data analytics, our system determines the best combination of ad copy, visuals, and keywords to maximize engagement. We analyze historical performance across similar campaigns and identify which variables contribute most to conversions, allowing us to create highly personalized and optimized ads at scale. |
| ● | Optimization Algorithms: Our AI-driven optimization algorithms constantly analyze live data to adjust bids, placements, and budgets in real time. This ensures that ad spend is directed toward the most profitable opportunities while minimizing waste. Through predictive modeling, the platform anticipates shifts in user behavior patterns, adjusting the campaign strategy preemptively to maintain performance. |
| ● | Scalability: One of the key strengths of our platform is its ability to automatically scale profitable campaigns. Once the system identifies a campaign that is delivering strong results, it rapidly increases the budget and bid amounts to capitalize on the momentum. Conversely, underperforming campaigns are paused or restructured, ensuring that ad spend is allocated efficiently. |
| ● | Yahoo Partner Network Feed – Our access to a direct feed from Yahoo’s partner network gives us a competitive edge by providing access to first-party data, allowing us to target high-quality traffic that many other advertisers cannot reach. The integration enables us to refine our targeting strategies and optimize campaigns in real time, resulting in higher engagement and conversion rates. Additionally, this data allows us to build detailed audience profiles that help improve the precision of our keyword targeting, leading to better overall campaign performance. |
Technical Overview
Predictive Keyword Research Using Random Forest Regressor
We utilize a random forest regressor to process and analyze vast amounts of keyword data, often encompassing hundreds of thousands of data points. A random forest regressor is a machine learning algorithm used for predicting continuous values. It builds multiple decision trees during training, each using different subsets of the data, and averages the results to make predictions. This approach improves accuracy and reduces overfitting by leveraging the collective decision-making of several trees, which helps handle the complexity of large datasets.
The random forest model is particularly effective for our use case because it excels at handling large, complex datasets and can account for non-linear relationships between variables. Our model factors in key metrics such as search volume, bid cost, competition level, and historical performance to make accurate keyword predictions.
| ● | Feature Engineering: Our model utilizes a wide array of features, including search intent, seasonality, and location-specific factors, to improve the precision of its predictions. By incorporating dynamic features that adapt to user behavior in real time, our system is able to consistently identify the highest-performing keywords for each campaign. This continuous learning process ensures that our campaigns are always aligned with the most current trends and opportunities. |
| 4 |
| ● | Scalability: The random forest model can handle extremely large datasets, making it ideal for processing the vast amounts of data generated by SEM campaigns. This scalability allows us to quickly adapt to new data inputs, ensuring that our keyword targeting remains sharp even as market conditions change. |
Timeseries Prediction Using Support Vector Regressor (SVR)
For predicting profitability based on time-series data, we utilize the Support Vector Regressor (SVR). SVR is a powerful machine learning model that excels at capturing non-linear relationships in the data. By using a kernel trick, SVR can map input data into higher-dimensional spaces, allowing it to capture complex patterns and trends in campaign profitability over time.
| ● | Time-of-Day Optimization: By using SVR to identify non-linear trends in profitability, we can predict the optimal time windows for launching campaigns, ensuring that ad spend is allocated during periods with the highest likelihood of conversions. This model helps us capture profitability dynamics more accurately than linear models, which may miss crucial non-linear relationships. |
Traffic Quality Improvement Using Support Vector Machine (SVM) Classifier
To improve traffic quality and block underperforming sites, we use a Support Vector Machine (SVM) Classifier. SVM is a supervised learning model that finds the optimal boundary between different classes of data points. It is particularly effective in high dimensional spaces and works well when there’s a clear margin of separation between classes. We use SVM to classify traffic sources as “good” or “bad” based on various engagement and performance metrics.
| ● | Traffic Quality (TQ) Scores: The SVM classifier evaluates traffic sources based on factors such as engagement rates, conversion potential, and historical performance. It assigns a quality score to each site, allowing us to block low-quality traffic while directing ad spend to high-quality sources. This classification process ensures that our advertisers receive the best possible traffic for their campaigns. |
Real-Time Centralized Reporting
All our reporting is centralized into a unified dashboard that provides real-time insights into campaign performance, keyword effectiveness, and traffic quality.
| ● | Unified Dashboard: Clients have full access to the dashboard, which allows them to monitor the progress of their campaigns, view performance metrics, and make data-driven decisions. This level of transparency fosters trust and allows for quick adjustments based on live data. |
| ● | Insights at Scale: Our platform is capable of processing and displaying insights from vast datasets, providing a comprehensive view of campaign performance that helps clients optimize their strategies in real time. |
Competitive Advantage
Our platform stands apart because it seamlessly integrates real-time data, machine learning models, and direct feeds from top-tier search engines. Unlike many platforms that require manual adjustments, our system automates every aspect of campaign creation, optimization, and scaling, resulting in significant efficiency gains and performance improvements for our clients.
| ● | Unique Data Integration: Our direct feed from partner search engine networks allows us access to exclusive, high-quality data streams that significantly enhance our ability to target audiences with precision. |
| ● | AI-Driven Insights: Our machine learning models are continuously learning and optimizing, which means that campaigns are consistently running at peak performance. |
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Conclusion
Our proprietary SEM platform offers a cutting-edge solution for managing and scaling SEM campaigns through automation, AI, and machine learning. With access to a direct feed from Yahoo’s partner network and the ability to seamlessly integrate across platforms like Facebook, GDN, and Taboola, our system is optimized for profitability. Our partnership with a fully integrated credit firm, along with our strategic reverse merger, presents a significant growth and acquisition opportunity, underscoring the value of our platform.
Contact Information
More information on our SEM automation platform can be found at: https://jubileeintel.com.
Corporate Information
Our Company’s headquarters is located at 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144. Our telephone number is 877-646-4833.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” as defined under the Securities Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
| ● | not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act); | |
| ● | reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and | |
| ● | exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2024; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
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To
date,
ITEM 2. PROPERTIES
We do not own any real property. Our Chief Executive Officer, Evan Bloomberg, provides complimentary office space for our company.
ITEM 3. LEGAL PROCEEDINGS
None
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted under the symbol “HLLK” on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (“OTC Pink”), where an established public trading market for our common stock exists. The range of reported high and reported low sales prices per share for our common stock for each fiscal quarter during 2024 and 2023, as reported by NASDAQ and the OTC Markets Group, is set forth below.
Quarterly common stock Price Ranges
| Fiscal Year 2024, Quarter Ended: | High | Low | ||||||
| March 31, 2024 | $ | 0.0033 | $ | 0.0002 | ||||
| June 30, 2024 | $ | 0.0006 | $ | 0.0002 | ||||
| September 30, 2024 | $ | 0.0115 | $ | 0.0003 | ||||
| December 31, 2024 | $ | 0.0115 | $ | 0.0006 | ||||
| Fiscal Year 2023, Quarter Ended: | High | Low | ||||||
| March 31, 2023 | $ | 0.0032 | $ | 0.0001 | ||||
| June 30, 2023 | $ | 0.0025 | $ | 0.0001 | ||||
| September 30, 2023 | $ | 0.0024 | $ | 0.0005 | ||||
| December 31, 2023 | $ | 0.002 | $ | 0.0006 | ||||
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At December 31, 2024, there were approximately 1,882 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name.
The transfer agent and registrar for our common stock is Liberty Stock Transfer, Inc., 788 Shrewsbury Ave., Suite 2163, Tinton Falls, NJ 07724. Their telephone number is (732) 372-0707, ext. 101.
Dividend Policy
We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.
Recent Issuance of Unregistered Securities
None.
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Item 6. [Reserved]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2024, and 2023, should be read in conjunction with the financial statements and notes related thereto included elsewhere in this report.
Overview
Our company’s proprietary SEM platform automates the creation, optimization, and scaling of digital advertising campaigns across key platforms like Facebook, GDN, and Taboola. By leveraging a direct feed from Yahoo’s partner network, we access real-time data that significantly enhances campaign performance. Through the integration of machine learning and AI, our platform optimizes ad spend, scales profitable campaigns, and pauses or restructures underperforming ones in real time.
Our platform integrates machine learning and AI to automate the entire SEM process, from keyword research to campaign generation and optimization. This system eliminates the need for manual intervention, drastically reducing the time and resources required for effective SEM management.
We utilize a random forest regressor to process and analyze vast amounts of keyword data, often encompassing hundreds of thousands of data points. A random forest regressor is a machine learning algorithm used for predicting continuous values. It builds multiple decision trees during training, each using different subsets of the data, and averages the results to make predictions. This approach improves accuracy and reduces overfitting by leveraging the collective decision-making of several trees, which helps handle the complexity of large datasets.
The random forest model is particularly effective for our use case because it excels at handling large, complex datasets and can account for non-linear relationships between variables. Our model factors in key metrics such as search volume, bid cost, competition level, and historical performance to make accurate keyword predictions.
For predicting profitability based on time-series data, we utilize the Support Vector Regressor (SVR). SVR is a powerful machine learning model that excels at capturing non-linear relationships in the data. By using a kernel trick, SVR can map input data into higher-dimensional spaces, allowing it to capture complex patterns and trends in campaign profitability over time.
| 8 |
To improve traffic quality and block underperforming sites, we use a Support Vector Machine (SVM) Classifier. SVM is a supervised learning model that finds the optimal boundary between different classes of data points. It is particularly effective in high dimensional spaces and works well when there’s a clear margin of separation between classes. We use SVM to classify traffic sources as “good” or “bad” based on various engagement and performance metrics.
Our proprietary SEM platform offers a cutting-edge solution for managing and scaling SEM campaigns through automation, AI, and machine learning. With access to a direct feed from Yahoo’s partner network and the ability to seamlessly integrate across platforms like Facebook, GDN, and Taboola, our system is optimized for profitability. Our partnership with a fully integrated credit firm, along with our strategic reverse merger, presents a significant growth and acquisition opportunity, underscoring the value of our platform.
Going Concern
We have only limited capital. Additional financing is necessary for us to continue as a going concern. The report of the independent registered public accounting firm accompanying our financial statements for the years ended December 31, 2024 and 2023 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern”, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Results of Operations
Year ended December 31, 2024, compared to the year ended December 31, 2023
During the year ended December 31, 2024, we generated $609,549 in revenue as compared to $nil during the year ended December 31, 2023. The increase in revenues is a result of the operations of our wholly owned subsidiary. We expect revenues to increase over the next 12 months as we continue to scale our business and operations. The cost associated with our revenues for the year ended December 31, 2024, was $89,087, as compared to $nil for the year ended December 31, 2023.
For the years ended December 31, 2024 and 2023, we had general and administrative expenses of $52,847 and $7,670, respectively, an increase of $45,177. Other operating expenses consisted of professional fees and payroll expense. While there was little change in professional fees for the year ended December 31, 2024, as compared to December 31, 2023, our payroll expense increased from $nil in 2023 to $158,995 in 2024.
For the year ended December 31, 2024, we had a total other expense of $117,399, which included $55,248 of interest expense, amortization of debt discount of $216,768, a loss on the issuance of convertible debt of $278,156, a gain in the change of fair value of a derivative of $161,263, and a gain on the conversion of debt in the amount of $265,824.
For the year ended December 31, 2023, we had a total other expense of $147,458, which included $22,036 of interest expense, amortization of debt discount of $59,659, a loss on the issuance of convertible debt of $337,263, and a gain in the change of fair value of a derivative of $280,335.
We had a net income of $154,146 for the year ended December 31, 2024, compared to a net loss of $195,084 for the year ended December 31, 2023.
Our major expenses consist of fees to consultants, lawyers and accountants incurred in connection with our obligation to file periodic reports with the SEC, which entails payment of professional fees to accountants and lawyers. We expect the level of our operating expenses to scale commensurate with our increased operations.
Liquidity and Capital Resources
At December 31, 2024 and 2023, we had $26,015 and $nil, respectively, in cash on hand and there were outstanding liabilities of $1,280,041 and $850,078, respectively. The working capital deficits were $593,505 and $850,078, respectively.
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For the year ended December 31, 2024, the Company used $253,076 of cash for operations as compared to $41,935 for the year ended December 31, 2023. The net cash provided by the financing activities for the year ended December 31, 2024 was $379,091 as compared to $41,935 for the year ended December 31, 2023.
The Company does not believe its current cash balance will be sufficient to allow the Company to fund its planned operating activities for the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operations. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail some of its planned activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities should the Company be unable to continue as a going concern.
Achieving profitability is dependent on achieving a level of revenue adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offerings and may seek additional capital through arrangements with strategic partners from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. Any equity financing may be dilutive to existing shareholders.
Critical Accounting Policies
Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
HALLMARK VENTURE GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
| F-1 |
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
HALLMARK VENTURES GROUP, INC.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hallmark Ventures Group, Inc. (the ‘Company’) as of December 31, 2024, and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for each of the two years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of the two years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated deficit of $(3,096,015), a negative working capital of $(593,505). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.
/s/ OLAYINKA OYEBOLA & CO.
(Chartered Accountants)
We have served as the Company’s auditor since 2024.
March 25, 2025
| F-2 |
HALLMARK VENTURE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
| December 31, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Note receivable | ||||||||
| Interest receivable | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued compensation | ||||||||
| Due to related parties | ||||||||
| Convertible notes payable – related party, net of debt discount of $ | ||||||||
| Convertible notes payable – net of debt discount of $ | ||||||||
| Notes payable | ||||||||
| Accrued interest - related party | ||||||||
| Accrued interest | ||||||||
| Derivative liability | ||||||||
| Stock payable | ||||||||
| Settlement liability | ||||||||
| Settlement liability - related party | ||||||||
| Total Current Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Series A Preferred stock, shares authorized, $ par value; and issued and outstanding, respectively | ||||||||
| Common stock, shares authorized, $ par value; and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
HALLMARK VENTURE GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ||||||
| Gross margin | $ | $ | ||||||
| Expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| Professional fees | ||||||||
| Payroll expense | ||||||||
| Total operating expenses | ||||||||
| Income (loss) from operations | ( | ) | ||||||
| Other income (expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Imputed interest expense | ( | ) | ||||||
| Interest income | ||||||||
| Amortization of debt discount | ( | ) | ( | ) | ||||
| Gain on conversion of debt | ||||||||
| Change in fair value of derivative | ||||||||
| Loss on issuance of convertible note | ( | ) | ( | ) | ||||
| Total other expense | ( | ) | ( | ) | ||||
| Net income (loss) before income taxes | ( | ) | ||||||
| Provision for income tax | ||||||||
| Net Income (Loss) | $ | $ | ( | ) | ||||
| Income (loss) per share – basic | $ | $ | ( | ) | ||||
| Income (loss) per share –diluted | $ | $ | ( | ) | ||||
| Weighted average shares outstanding – basic | ||||||||
| Weighted average shares outstanding diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
HALLMARK VENTURE GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
| Series A Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Total Stockholder’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, December 31, 2022 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Common stock issued for payment on settlement liability | — | ( | ) | |||||||||||||||||||||||||
| Common stock issued for payment on settlement liability - related party | — | ( | ) | |||||||||||||||||||||||||
| Shares canceled | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Forgiveness of debt – related party | — | — | — | — | 2,750 | — | 2,750 | |||||||||||||||||||||
| Imputed interest on amounts due to related party | — | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||
| Common stock issued for payment on settlement liability | — | ( | ) | |||||||||||||||||||||||||
| Forgiveness of debt related party | — | — | ||||||||||||||||||||||||||
| Cancellation of shares | — | ( | ) | ( | ) | |||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
HALLMARK VENTURE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash used by operating activities: | ||||||||
| Imputed interest on amounts due to related party | ||||||||
| Amortization of debt discount | ||||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||
| Loss on issuance of convertible debt | ||||||||
| Gain on forgiveness of debt | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Interest receivable | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued compensation | ||||||||
| Accrued interest – related party | ||||||||
| Accrued interest | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Issuance of note receivable | ( | ) | ||||||
| Net cash used by investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from convertible note payable - related party | ||||||||
| Proceeds from notes payable | ||||||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | ||||||||
| Cash beginning of year | ||||||||
| Cash end of year | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH TRANSACTIONS: | ||||||||
| Common stock issued for payment on settlement liability - related party | $ | $ | ||||||
| Common stock issued for payment of debt | $ | $ | ||||||
| Forgiveness of debt – related party | $ | $ | ||||||
| Common stock issued for payment of debt | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
HALLMARK VENTURE GROUP, INC.
Notes to Financial Statements
December 31, 2024
NOTE 1 — ORGANIZATION AND OPERATIONS
Hallmark Venture Group, Inc., was originally incorporated in the state of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart USA, Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On July 16, 2008, the Company changed its name to Hallmark Venture Group, Inc.
On May 4, 2020, Living Waters, LLC (“LWLLC”) obtained management control of the Company from its previous CEO and Director, Robert Cashman (“Cashman”), pursuant to a contingent Share Purchase Agreement (the “SPA”), dated as of May 4, 2020, by and among LWLLC and Cashman, whereby certain preferred shares (the “Preferred Shares”) that represent the voting control interest in the Company were to be issued to LWLLC (the “Transaction”).
On May 27, 2020, in connection with the Transaction and in accordance with provisions of the SPA, LWLLC assigned the SPA to Medical Southern, LLC (“MSLLC”). On August 13, 2020, all issued and outstanding Preferred Shares were issued to a designee of MSLLC, Top Knot, Inc. USA (“TKIU”).
On August 17, 2020, in connection with the Transaction and in accordance with provisions of the SPA, MSLLC assigned the SPA to Stonecrest Acquisition, LLC (“SALLC”). As a consequence of the Transaction, a change of control of the Company occurred. As a result of the Transaction TKIU obtained voting control of the Company. Subsequently, on October 19, 2020, TKIU assigned % of the Preferred Shares it held to Endicott Holdings Group, LLC (“Endicott”).
On June 20, 2022, Endicott transferred % of the preferred shares, and 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 Series A Preferred Shares to JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., President CEO of the Company and a Member of the Board of Directors, resulting in a change of control of the Company.
On July 12, 2022, Paul Strickland, the Company’s Principal Financial Officer, became a director of the Company.
On
January 11, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy,
Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“Murphy”),
and Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC,
both entities controlled by Paul Stirckland (“Strickland”), and Steven Arenal and Aurum International Ltd., an entity controlled
by Steven Arenal (“Aurum”) and, pursuant to which Murphy, Strickland, and their respective control entities will assign the
Series A preferred shares controlled by each to Aurum. Strickland will transfer in restricted common shares to Aurum. In exchange,
Murphy and Strickland will each retain
On January 11, 2024, John D. Murphy, Jr. resigned as Director and Officer of the Company and all other positions he may hold with the Company.
| F-7 |
On January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he may hold with the Company.
On January 11, 2024, Steven Arenal was elected as Director of the Company and appointed Chief Executive Officer, President, and Secretary of the Company.
On February 27, 2024, Steve Arenal and Aurum International Ltd. were given notice of default and failure to perform on the agreements they had signed, and Strickland and Murphy also gave notice of cancellation of all the foregoing agreements.
On February 28, 2024, a special meeting of shareholders was held removing Arenal and reinstating Murphy and Strickland and reversing & canceling all of the foregoing Aurum International Ltd / Arenal agreements.
On February 28, 2024, the Company filed an 8-K disclosing the cancellation, termination, and failure to perform on the aforementioned Arenal / Aurum agreements.
On
March 4, 2024: The Company and its Board of Directors approved a
On March 4, 2024: The shareholders required to vote approved the Board’s 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
On September 26, 2024, the Company and its Board of Directors approved the following; i) Agreement and Plan of Reorganization; ii) Change of Control Agreement; iii) Escrow Agreement, iv) Anti-Dilution Agreement; v) Cancellation of the October 6, 2022 Selkirk Global Holdings, LLC Note; vi) Cancellation of the April 6, 2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the December 12, 2023 Strickland Convertible Exchange Note; viii); and the Company authorized its Secretary to open a bank account in the name of the Company.
On
September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into that certain Agreement and Plan of Reorganization
(the “Merger”) whereby the Company acquired
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
| F-8 |
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Related Party 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.
Derivative Financial Instruments
The Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America under U.S. GAAP and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
| Level 1: | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
| Level 2: | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
| Level 3: | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:
December 31, 2024:
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| Derivative | $ | $ | $ | |||||||||
| Total | $ | $ | $ | |||||||||
December 31, 2023:
| Description | Level 1 | Level 2 | Level 3 | |||||||||
| Derivative | $ | $ | $ | |||||||||
| Total | $ | $ | $ | |||||||||
| F-9 |
The Company computes income (loss) per share in accordance with FASB ASC 260. Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding during the period. As of December 31, 2024, the Company has approximately potentially dilutive shares from convertible notes payable and potentially dilutive shares from Series A preferred stock. As of December 31, 2023, the Company has approximately potentially dilutive shares from convertible notes payable and potentially dilutive shares from Series A preferred stock.Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred.
Revenue Recognition
The Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation. The company generates revenues primarily from search engine marketing.
Jubilee generates revenue in two ways.
The first and more substantial consists of Jubilee launching and managing Yahoo partner advertisements on its own behalf.
The
second is a SAAS model in which Jubilee allows third party companies to use the platform to run Yahoo partner ads. The fee for this service
is
Accounts Receivable
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.
Income Taxes
Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.
| F-10 |
Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that
do not meet these recognition and measurement standards. As of December 31, 2024 and 2023,
Recently Issued Accounting Pronouncements
The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As
of December 31, 2024, the Company had an accumulated deficit of $
These factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might incur in the event the Company cannot continue in existence. Management intends to seek additional capital from new equity securities offerings, debt financing and debt restructuring to provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, management can give no assurance that these funds will be available in adequate amounts, or if available, on terms that would be satisfactory to the Company.
The timing and amount of the Company’s capital requirements will depend on a number of factors, including maintaining its status as a public company and supporting shareholder and investor relations.
NOTE 4 – NOTE RECEIVABLE
On
May 2, 2024, the Company made a strategic loan to an independent privately-held non-affiliated third party by entering into a $
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
On
September 20, 2024, Hallmark Venture Group, Inc. entered into a Debt Cancellation Agreement with Archer & Greiner, P.C., and a total
of $
As of December 31, 2024 and 2023, accounts payable and accrued liabilities consist of the following:
| Description | December 31, 2024 | December 31, 2023 | ||||||
| Legal fees | $ | $ | ||||||
| Total | $ | $ | ||||||
NOTE 6 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY
On
October 5, 2022, the Company issued a $
| F-11 |
On
April 6, 2023, the Company issued a $
As
of December 31, 2023, the above Notes are disclosed as $
As
of December 31, 2023, the total due on the above notes for principal and interest is $
On
December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $
NOTE 7 – SETTLEMENT LIABILITY
On September 15, 2022, the Company was informed through its counsel in regard to a past due note payable, with an unrelated third party, from 2017 in the amount of $ along with calculated past due interest of $ resulting in a total amount due of $. On September 24, 2022, the Company entered into a 90-day Standstill Agreement relating to the claim against the Company. The Company has acknowledged the liability and has booked $ (includes additional interest of $) as a Settlement Liability as of December 31, 2024.
On
March 7, 2023, the Company, Phase I Operations, Inc, and The Robert Papiri Defined Benefit Plan entered into an Assignment of Debt Agreement
(the “Agreement”), whereby, the note payable for $
On
March 15, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
April 20, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
June 12, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
July 12, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
September 15, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
September 18, 2023, the Company issued shares of its common stock to DACE Marketing Consulting, LLC for conversion of $
On
September 18, 2023, the Company issued shares of its common stock to John Milardovic for conversion of $
On
September 18, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
January 5, 2024, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
| F-12 |
On
April 5, 2024, $
NOTE 8 – SETTLEMENT LIABILITY – RELATED PARTY
On
September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with
a principal balance of $
The
agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate
of
On
March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $
On May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).
NOTE 9 – NOTES PAYABLE
On
March 1, 2024, the Company issued a $
On
May 1, 2024, the Company issued a $
As
of December 31, 2024, the total amount due to Nicosel, LLC is $
On
October 9, 2024, the Company authorized the issuance of up to $
On
October 15, 2024, the Company issued a $
On
October 28, 2024, the Company issued a $
On
November 4, 2024, the Company issued a $
On
November 15, 2024 the Company issued a $
On
November 19, 2024 the Company issued a $
| F-13 |
On
December 20, 2024 the Company issued a $
NOTE 10 – DERIVATIVE LIABILITY
The Company currently has derivative liabilities for its convertible promissory notes with John Murphy and Nicosel, LLC.
A summary of the activity of the derivative liability for these notes is as follows:
| Balance at December 31, 2022 | $ | |||
| Increase to derivative due to new issuances | ||||
| Derivative gain due to mark to market adjustment | ( | ) | ||
| Balance at December 31, 2023 | ||||
| Decrease to derivative due to repayments | ( | ) | ||
| Increase to derivative due to new issuances | ||||
| Derivative gain due to mark to market adjustment | ( | ) | ||
| Balance at December 31, 2024 | $ |
A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy is as follows:
| Inputs | December 31, 2024 | Initial Valuation | ||||||
| Stock price | $ | $ | - | |||||
| Conversion price | $ | - | $ | - | ||||
| Volatility (annual) | ||||||||
| Risk-free rate | % | |||||||
| Dividend rate | ||||||||
| Years to maturity | ||||||||
NOTE 11 – STOCK PAYABLE
The
Company’s related party settlement liability (Note 7) included the requirement to issue 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 $ resulting in a total value of $. The Company issued shares of common stock on November 5, 2020,
at a value of $
NOTE 12 – COMMON STOCK
During
the year ended December 31, 2023, the Company issued shares of its common stock to Green Horseshoe, LLC for the repayment
of the settlement liability in the amount of $
On
March 15, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On March 23, 2023, the Company retired shares issued in the name of the Company.
On
April 20, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
June 12, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
| F-14 |
On
July 12, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
September 9, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
September 18, 2023, the Company issued shares of its common stock to DACE Marketing Consulting, LLC for conversion of $
On
September 18, 2023, the Company issued shares of its common stock to John Milardovic for conversion of $
On
September 18, 2023, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On
January 5, 2024, the Company issued shares of its common stock to Phase I Operations, Inc. for conversion of $
On September 26, 2024, Beartooth Asset Holding, LLC, an entity controlled by Paul Strickland, agreed to cancel shares of common stock as part of the merger agreement.
NOTE 13 – WARRANTS
On
May 1, 2024, the Company issued a Warrant Subscription Agreement is for
The assumptions used to determine the fair value of the Warrants as follows:
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % |
On
October 9, 2024, the Company authorized the issuance of up to $
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % |
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2023 | $ | — | $ | |||||||||||||
| Issued | $ | — | ||||||||||||||
| Expired | $ | — | — | |||||||||||||
| Exercised | $ | — | — | |||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| F-15 |
NOTE 14 – PREFERRED STOCK
The
Company is authorized to issue shares of $ par value Series A preferred stock. The Company increased the number of authorized
shares of the Series A preferred stock from to on January 19, 2021. Each share of the Series A Preferred Stock is convertible
at the option of the holder into shares of common stock. The holder has
The Company has shares of Series A Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively. Beartooth Asset Holdings, LLC, an entity controlled by Paul Strickland, the Company’s Secretary and a member of the board of directors, acquired the Series A Preferred Stock on June 20, 2022 from Endicott Holding Group, LLC.
On July 7, 2022, Beartooth Asset Holdings, LLC, transferred Series A Preferred Shares to JMJ Associates, LLC (an entity controlled by John D. Murphy, Jr., the Company’s Chief Executive Officer and President and a member of the board of directors) resulting in a change of control of the Company.
On September 27, 2024, JMJ Associates, LLC transferred Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement (Note 1).
On September 27, 2024, Beartooth Asset Holdings, LLC transferred Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement (Note 1).
NOTE 15 – OTHER RELATED PARTY TRANSACTIONS
| Name of Related Party | Related Relationship | |
| Evan Bloomberg | ||
| John D. Murphy Jr. | ||
| Paul Strickland | ||
| Selkirk Global Holdings, LLC | ||
| Green Horseshoe, LLC | ||
| Bruce Bent | ||
| OC Sparkle Inc. | ||
| Alpha Strategies Trading Software, Inc. |
Loans and 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 $
Imputed
interest is assessed as an expense to the business operations and an addition to paid in capital. The imputed interest rate is
| F-16 |
NOTE 16 — COMMITMENTS AND CONTINGENCIES
From time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business. Management is not aware of any pending, threatened or asserted claims.
See “Note 7 – Settlement Liability”.
See “Note 8 - Settlement Liability – Related Party”.
NOTE 17 – INCOME TAXES
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Net deferred tax assets consist of the following components as of December 31:
December 31, 2024 | December 31, 2023 | |||||||
| Tax expenses at statutory rate | $ | $ | ||||||
| Tax effect of valuation allowance | ( | ) | ( | ) | ||||
| Tax expenses, net | $ | $ | ||||||
The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income from continuing operations for the period ended December 31, due to the following:
December 31, 2024 | December 31, 2023 | |||||||
| NOL carryforwards | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax asset, net | $ | $ | ||||||
At
December 31, 2024, the Company had operating loss carry forwards of approximately $
NOTE 18 — SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has the following material subsequent events to disclose in these financial statements.
On
March 7, 2025, the Company issued an
The
Company entered into a Line of Credit Agreement (“LOC”), made and entered into effective as of February 24, 2025, but is
effective as of the October 1, 2024 (“Effective Date”) with NMG Media, LLC (the “Lender”). The Company received
a loan from the lender for $
| F-17 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Management’s Report Disclosure Controls and Procedures
During the fourth quarter of the year ended December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, 2024, and this assessment identified the following material weaknesses in our internal control over financial reporting.
| ● | Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions; | |
| ● | Due to our size and scope of operations, we currently do not have an independent audit committee in place; | |
| ● | Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting. |
In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Because of the material weaknesses described in the preceding paragraphs, management concluded that, at December 31, 2024, the Company’s internal control over financial reporting was not effective based on those criteria.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.
Attestation Report of Independent Public Accounting Firm
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
ITEM 9B. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable
Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth the names, ages, and titles of our executive officers and directors.
The following table sets forth the names, ages, and titles of our executive officers and directors.
| Name | Age | Position(s) | ||
| Evan Bloomberg | 33 | President, Chief Executive Officer and a Director | ||
| Paul Strickland | 48 | Secretary, Director | ||
| Nicholas Cardosi | 33 | Director |
Evan Bloomberg – Mr. Bloomberg has over 13 years of experience in the SEM industry and has been a driving force behind integrating machine learning and AI into marketing strategies. One of the early innovators in this space, Evan’s technical vision has reshaped how the company approaches automation and data-driven decision-making. A Georgetown University graduate with a degree in Computer Science, Evan combined his technical knowledge with strategic marketing to push the boundaries of what’s possible in SEM. His leadership has been a cornerstone of the company’s growth, driving both technological advancements and market expansion.
Outside of work, Evan’s competitive nature shines through his background as a Division 1 track athlete and his dedication to Mixed Martial Arts, where he holds an undefeated amateur record. His focus, discipline, and technical expertise have been key to the company’s continued innovation and success in the fast-evolving SEM and AI landscape.
Paul Strickland – Mr. Strickland has served as Secretary of the Company since August 2020 and as a director of the Company since July 2022. Mr. Strickland has two decades of international business experience within the finance, entertainment, private equity, agriculture, mining, manufacturing, and technology sectors. Since 2013, Mr. Strickland has served as a board member of public and private companies in North America and Asia. In 2017, Mr. Strickland formed Selkirk Global Holdings, a private holding company. Through Selkirk Global Holdings, Mr. Strickland serves as an officer and sits on the board of several small publicly traded companies across a wide variety of sectors, focusing on restructuring activities and corporate governance issues. From 2015-2018, Mr. Strickland was the managing member of USA Milk Processing, LLC. He served as secretary and director of Supurva Healthcare Group, Inc. from 2017 to 2020 and currently serves as secretary of that company. He has served as secretary and director of VG Life Sciences, Inc. from 2017 to present, secretary and director of Jammin Java Corp from 2017 to present, secretary and director of High Performance Beverages Co. from 2017 to present, secretary and director of Humble Energy, Inc. from 2020 to present, secretary and director of Paradigm Oil and Gas, Inc. from 2020 to 2023, and sole director and officer of FONU2, Inc. since March 2021. From June 2020 to May 2022, Mr. Strickland served as secretary of Bayport International Holdings, Inc. Since September 2022, Mr. Strickland has served as the sole director and officer of iTOKK, Inc. He received his Bachelor’s Degree in Foreign Language and International Affairs, with a minor in Asian Studies and Chinese Language, from the University of Puget Sound in 1998. He is fluent in Mandarin Chinese.
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Nicholas Cardosi – Mr. Cardosi has spent over 12 years building and managing high-impact partnerships in search engine marketing and programmatic advertising. Throughout his career, he has held pivotal roles at Carbon DMP and Clicksco, where he was instrumental in establishing and nurturing relationships with industry giants like Yahoo, Microsoft, and Google. As Partnerships Manager at Clicksco, Nick drove significant growth by strategically aligning partnerships and securing long-term alliances with major players in the digital space. Building on this success, Nick launched his consulting business, NDC Solutions, where he leverages his extensive network to broker valuable client partnerships. These alliances open new revenue streams and innovative solutions to complex digital challenges. His vast connections and hands-on approach make him a trusted expert known for forging partnerships that drive substantial opportunities and sustainable growth in digital advertising. Nick is also a principal of CVC.
None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
No officer or director has, during the past five years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or (d) a finding by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Director Independence
Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of two members.
Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition rule that is applicable to a newly public company. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.
Role of the Board of Directors in Risk Oversight
The Board of Directors is responsible for assessing the risks facing our company and considers risk in every business decision and as part of our business strategy. The Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic and appropriate risk-taking is essential for us to compete in our industry and in the global market and to achieve our growth and profitability objectives. Effective risk oversight, therefore, is an important priority of the Board of Directors.
While the Board of Directors oversees our risk management, management is responsible for day-to-day risk management processes. Our Board of Directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies that are adopted by the Board of Directors. The Board of Directors expects to review and adjust our risk management strategies at regular intervals or as needed.
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Code of Business Conduct
Our Board of Directors has adopted a code of business conduct and ethics, the “Code of Business Conduct,” to ensure that our business is conducted in a consistently legal and ethical manner. Our policies and procedures cover all major areas of professional conduct, including employee policies, conflicts of interest, protection of confidential information, and compliance with applicable laws and regulations.
Board Committees
Our board does not currently have a standing Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee due the board’s limited size and the Company’s limited operations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or to have more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities accordingly.
ITEM 11. EXECUTIVE COMPENSATION
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer and director for our last two completed fiscal years for all services rendered to us.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards ($) (4) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) (2) | Total | |||||||||||||||||||||||||
| Evan Bloomberg | 2024 | $ | 64,893 | $ | 8,000 | $ | 1,000,000 | $ | - | $ | - | $ | - | $ | - | $ | 1,072,893 | |||||||||||||||||
| President, CEO, Director | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
| Paul Strickland | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
| Secretary, Director | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
| Nicolas Cardosi | 2024 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
| Director | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
Employment Agreements
On October 23, 2024, the Company entered into a Management Agreement with Evan Bloomberg whereby Mr. Bloomberg agreed to provide management/CEO services to the Company for a two-year term (automatically renewable for successive one-year periods), in exchange for (i) an annual salary in the amount of $340,000, (ii) performance bonuses of up to 2.5% of the quarterly revenue generated by the Company, and (iii) $1,000,000 in shares of Company common stock.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2024, the Company had one outstanding equity award as follows: $1,000,000 in shares of Company stock payable to Evan Bloomberg in accordance with his Management Agreement. The Shares shall be valued at the average closing price of the Company Stock on the effective date of the Management Agreement, minus a fifty percent (50%) discount
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Director Compensation
As of the date of this filing, we do not have any compensation agreements in place with any of our directors.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of the date of this filing, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.
The address of each holder listed below, except as otherwise indicated, is c/o HALLMARK VENTURE GROUP, INC., 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144.
| Name of Beneficial Owner 5% Beneficial Owners | Shares of Common Stock Beneficially Owned** | Percent of Common Stock Beneficially Owned(1)** | Shares of Series A Preferred Stock Beneficially Owned(2)** | Percent of Series A Preferred Stock Beneficially Owned** | Number of Voting Shares Beneficially Owned** | Percent of Voting Shares Beneficially Owned(3)** | ||||||||||||||||||
| Green Horseshoe, LLC(5) | 55,146,328 | 10.52 | % | 55,146,328 | <1 | % | ||||||||||||||||||
| Stem Capital Consultants, LLC(6) | 55,000,000 | 10.49 | % | 55,000,000 | <1 | % | ||||||||||||||||||
| John D. Murphy | 26,196,292 | 5.0 | % | 26,196,292 | <1 | % | ||||||||||||||||||
| Directors and Officers | ||||||||||||||||||||||||
| Evan Bloomberg, President, CEO and a Director (1)(4) | 100,000 | 100 | % | 100,000 | 95.02 | % | ||||||||||||||||||
| Paul L. Strickland, Secretary and Director (1) | 26,196,292 | 5.0 | % | 26,196,292 | <1 | % | ||||||||||||||||||
| All directors and executive officers as a group (2 persons) | 26,196,292 | 5.0 | % | 100,000 | 100 | % | 26,296,292 | 95.27 | % | |||||||||||||||
| (1) | The address for Mr. Bloomberg is 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144, and the address for Mr. Strickland is 120 State Ave. NE, Olympia, WA 98501. |
| (2) | Unless otherwise indicated, all shares are owned directly by the beneficial owner. |
| (3) | Based on 523,925,844 shares of common stock outstanding as of December 30, 2024. Shares of common stock underlying convertible securities held by any person, which securities are currently exercisable or exercisable within 60 days of September 30, 2022, are deemed outstanding for purposes of computing the percentage ownership of the person holding such convertible securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |
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| (4) | Consists of 100,000 shares of Series A Convertible Preferred Stock. Each share is (i) entitled to 100,000 votes on all matters submitted to shareholders for a vote, and (ii) convertible into 900 shares of the common stock of the Company. These shares are held individually Evan Bloomberg, the Chief Executive Officer and President of the Company and a member of its Board of Directors. |
| (5) | Consists of 55,146,328 shares of common stock. On September 17, 2020, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Green Horseshoe, LLC relating to the Company’s past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total settlement liability $581,876. The Settlement Agreement calls for the issuance of free-trading common shares to Green Horseshoe, LLC at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 trading days prior to any issuance notice issued by Green Horseshoe, LLC, subject to a 9.9% beneficial ownership cap. The remaining settlement liability is $146,799. As of December 31, 2023, a conversion of the full remaining settlement liability would result in the issuance of approximately 146,799,000 shares of common stock to Green Horseshoe, LLC, without giving effect to the 9.9% beneficial ownership cap. The address for Green Horseshoe, LLC is 4230 So. MacDill Ave., Suite I, Tampa, FL 33611, and the control person for this entity is Mark Pena. |
| (6) | Consists of 55,000,000 shares of common stock. The address for Stem Capital Consultants, LLC is 54 State Street, Suite 804-4120, Albany, NY 12207 and the control person for this entity is Joseph Sansobrino and Greg Regan. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
We are a party to certain related party transactions, as described below.
Convertible Notes
On October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (“Selkirk”). The Note matured October 5, 2023, had a 10% OID and was convertible into the Company’s common stock at a price equal to 55% of the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note was being funded through the direct payment of Company expenses. On September 26, 2024, Selkirk forgave all amounts due of $51,682 and $14,678, principal and interest, respectively. The total amount of $66,360 was credited to additional paid in capital.
On April 6, 2023, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”). The Note matured April 5, 2024, had a 10% OID and was convertible into the Company’s common stock at a price equal to 55% of the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note was being funded through the direct payment of Company expenses. On September 26, 2024, Selkirk forgave all amounts due of $27,274 and $3,789, principal and interest, respectively. The total amount of $31,063 was credited to additional paid in capital.
As of December 31, 2023, the above Notes are disclosed as $59,188, net of debt discount of $17,430.
As of December 31, 2023, the total due on the above notes for principal and interest is $76,618 and $7,555, respectively.
On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $144,501. The Note is unsecured, non-interest bearing, and matures on December 4, 2024. The note is convertible into shares of common stock at a 50% discount to the lowest trading price for the twenty-five days prior to conversion. On March 8, 2024, the Company repaid $70,000 of the loan. As of December 31, 2024, the note is disclosed as $74,501, net of discount of $0. As of December 31, 2023, the note is disclosed as $12,042, net of discount of $132,459.
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Settlement Liability
On September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total amount of the settlement of $581,876. The settlement amount is non-interest bearing.
The agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 prior trading days prior to any issuance notice issued by Green Horseshoe, LLC. The Company shall issue its unrestricted common stock in one or more tranches of less than 10% of the Company’s then issued and outstanding shares until the agreed upon settlement is satisfied.
On March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $146,799 to Alpha Strategies Trading Software, Inc.
On May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).
Statement of Policy
All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.
To the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| 2024 | 2023 | |||||||
| Audit fees | $ | 24,575 | $ | 16,500 | ||||
| Audit related fees | $ | - | $ | - | ||||
| Tax fees | $ | - | $ | - | ||||
| All other fees | $ | - | $ | - | ||||
| Total | $ | 24,575 | $ | 16,500 | ||||
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the last two fiscal years were approved by our board of directors.
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Audit Fees
Consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.
Audit Related Fees
Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.
Tax Fees
Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns for the year ended December 31, 2024.
All Other Fees
Consist of fees for products and services other than the services reported above.
Policy for Approval of Audit and Permitted Non-Audit Services
The Board of Directors will pre-approve audit services and non-audit services to be provided by our independent auditors before the accountant is engaged to render these services. The Board of Directors may consult with management in the decision-making process, but may not delegate this authority to management.
PART IV
ITEM 15. EXHIBITS
| Exhibit Number | Description | |
| 10.1 | Management Agreement (E. Bloomberg) | |
| 31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*) | |
| 31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*) | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*) | |
| 101.INS* | Inline XBRL Instance Document. | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HALLMARK VENTURE GROUP, INC. | ||
| Date: March 27, 2025 | BY: | /s/ Evan Bloomberg |
| Chief Executive Officer, Principal Financial Officer, Director | ||
| BY: | /s/ Paul Strickland | |
| Secretary, Director | ||
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