SDCO 10-Q
SDR Drone, Inc. (SDCO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from __________ to __________
Commission
file number
(Exact name of registrant as specified in its charter)
(formerly Hallmark Venture Group, Inc.)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
(Address of principal executive offices, including 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: Common Stock, $0.001 par value, trading symbol SDCO.
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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 10, 2026, there were shares of the registrant’s common stock outstanding.
SDR DRONE, INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026
TABLE OF CONTENTS
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SDR DRONE, INC.
(formerly HALLMARK VENTURE GROUP, INC.)
CONDENSED BALANCE SHEETS
| June 30, 2026 | December 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Note receivable, net | ||||||||
| Total Current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Due to a related party | ||||||||
| Convertible notes payable - related party, net of debt discount of $ | ||||||||
| Convertible notes payable - net of debt discount of $ and $, respectively | ||||||||
| Accrued interest - related party | ||||||||
| Accrued interest | ||||||||
| Derivative liability | ||||||||
| Total Current Liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 5) | ||||||||
| 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 | ||||||||
| Stock payable | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ equity (deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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SDR DRONE, INC.
(formerly HALLMARK VENTURE GROUP, INC.)
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Interest waived off | ||||||||||||||||
| Bad debt expense | ( | ) | ( | ) | ||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on conversion of debt | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||||||||||
| Loss on issuance of convertible debt | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain (loss) from disposal of discontinued segment | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income tax | ||||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) from discontinued operations | ( | ) | ||||||||||||||
| Net Loss | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Income (Loss) per share - basic | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average shares outstanding - basic | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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SDR DRONE, INC.
(formerly HALLMARK VENTURE GROUP, INC.)
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Unaudited)
| Series A Preferred Stock | Common Stock | Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | payable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Stock issued for conversion of debt | - | |||||||||||||||||||||||||||||||
| Stock issued for conversion of debt - related party | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Stock issued for conversion of debt | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Series A Preferred Stock | Common Stock | Stock | Additional Paid-in | Accumulated | Total Stockholder’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | payable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock issued for corporate restructuring | - | ( | ) | |||||||||||||||||||||||||||||
| Stock issued for services | - | ( | ) | |||||||||||||||||||||||||||||
| Stock issued for conversion of debt | - | |||||||||||||||||||||||||||||||
| Contributed capital | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Deconsolidate Jubilee | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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SDR DRONE, INC.
(formerly HALLMARK VENTURE GROUP, INC.)
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) from continued operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used by operating activities: | ||||||||
| Change in fair value of derivative | ( | ) | ||||||
| Loss on issuance of convertible debt | ||||||||
| Loss on conversion of debt | ||||||||
| Bad debts | ||||||||
| Common stock issued for services - related party | ||||||||
| Amortization of Debt Discount | ||||||||
| Interest expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Due to related parties | ||||||||
| Note Receivable, Net | ||||||||
| Accounts payable | ( | ) | ||||||
| Derivative liability | ||||||||
| Due from jubilee | ||||||||
| Interest waived off | ( | ) | ||||||
| Accrued interest - related party | ||||||||
| Accrued interest | ||||||||
| Accrued compensation | ( | ) | ||||||
| Net cash provided by (used in) operating activities from continued operations | ( | ) | ||||||
| Loss from discontinued operations | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible note payable - related party | ||||||||
| Proceeds from convertible note payable | ||||||||
| Repayments of convertible note payable | ( | ) | ||||||
| Repayments of note payable | ||||||||
| Proceeds from note payable | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| NON-CASH TRANSACTIONS | ||||||||
| Common stock issued in conversion of debt | $ | $ | ||||||
| Common stock issued in conversion of debt - related party | $ | |||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
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SDR DRONE, INC.
(formerly HALLMARK VENTURE GROUP, INC.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2026
(Unaudited)
NOTE 1 - ORGANIZATION AND OPERATIONS
SDR Drone, Inc. (formerly 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 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 from Nevada and became a Florida corporation, and it has been a Florida corporation since that date.
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 and 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”) between John D. Murphy, Jr., the Company’s Director and Chief Executive Officer, and JMJ Associates, LLC, an entity controlled by Mr. Murphy (“Murphy”); Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC and Beartooth Asset Holdings, LLC, both entities controlled by Mr. Strickland (“Strickland”); and Steven Arenal and Aurum International Ltd., an entity controlled by Mr. Arenal (“Aurum”).
Pursuant
to the CoC Agreement, Murphy and Strickland would assign the Series A preferred shares controlled by each to Aurum, and Strickland was
to transfer restricted common shares to Aurum. In exchange, Murphy and Strickland would retain a
All consideration under the CoC Agreement was to be subject to the terms and conditions of the Escrow Agreement executed among the parties.
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In connection with the foregoing, the Company relocated its principal place of business to 626 Wilshire Boulevard, Suite 410, Los Angeles, California 90017.
On January 11, 2024, John D. Murphy, Jr. resigned as Director and Officer of the Company and all other positions he held with the Company.
On January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he held with the Company.
On January 11, 2024, Steven Arenal was elected as Director of the Company and appointed Chief Executive Officer, President, and Secretary of the Company.
On February 27, 2024, Steve Arenal and Aurum International Ltd. were given notice of default and failure to perform on the agreements they had signed, and Strickland and Murphy also gave notice of cancellation of all the foregoing agreements.
On February 28, 2024, a special meeting of shareholders was held removing Arenal and reinstating Murphy and Strickland and reversing and canceling all of the foregoing Aurum International Ltd / Arenal agreements.
On February 28, 2024, the Company filed an 8-K disclosing the cancellation, termination, and failure to perform on the aforementioned Arenal / Aurum agreements.
On
March 4, 2024, the Company and its Board of Directors approved a
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 an Agreement and Plan of Reorganization (the
“Merger”) whereby the Company acquired
On
April 24, 2025, the Company’s
On
May 12, 2025, the Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, its former officer and director. Under
this agreement, the Company transferred
On June 9, 2026, the company entered into a Change of Control Agreement (the “Control Agreement”) with Selkirk Global Holdings, LLC, a company owned by one of our directors, Paul L. Strickland (“Selkirk”), and EQUORIX LLC (“EQUORIX”), pursuant to which EQUORIX acquired (a) shares of Series A Preferred Stock (the “Acquired
Preferred
Stock”) from Selkirk and (b) shares of common stock (the “Acquired Common Stock”) from Beartooth Asset Holdings,
LLC (collectively, the Acquired Preferred Stock and the Acquired Common Stock are referred to as the “Control Shares”). The
closing of the Control Agreement occurred on June 9, 2026. The Acquired Preferred Stock constitutes
| 8 |
On June 16, 2026, the Company filed Articles of Amendment to its Articles of Incorporation with the Secretary of State of the State of Florida changing its name from Hallmark Venture Group, Inc. to SDR Drone, Inc., which amendment was approved on the same date by the holders of a majority of the voting power of the Company’s outstanding capital stock acting by written consent in lieu of a meeting. The Financial Industry Regulatory Authority approved the amendment on July 15, 2026, and the name change became effective in the trading markets at the open of business on July 16, 2026, at which time the trading symbol for the Company’s common stock changed from “HLLK” to “SDCO.” The CUSIP number for the common stock, 406268201, was unchanged. Throughout the quarter ended June 30, 2026 the Company was named Hallmark Venture Group, Inc. and its common stock was quoted under the symbol “HLLK.”
Our business focus is to convert a proven, certified Korean defense technology platform into a trusted, locally produced unmanned aerial systems for the United States and allied markets - and, in doing so, to capture a meaningful share of the structural demand created by the global rebuild of military-drone stockpiles, allied restrictions on Chinese- made systems, and by binding offset obligations on Korean defense exports.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2026. These condensed financial statements should be read in conjunction with the audited consolidated financial statements and the related footnotes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K/A.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.
The most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate the fair value of certain liabilities, the derivative liability, present value of note payable and the valuation of notes receivable. Management bases its estimates on historical experience and on other various assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from such estimates under different assumptions and conditions.
Principles of Consolidation
The accompanying financial statements include the accounts of the Company and its wholly owned subsidiary in which the Company has a controlling financial interest during the year ended December 31, 2025. All significant intercompany transactions and balances are eliminated in consolidation.
The Company evaluates its ownership interests in accordance with applicable consolidation guidance to determine whether control exists. When the Company loses control of a subsidiary, it derecognizes the assets, liabilities, and any noncontrolling interests of that subsidiary as of the date control is lost. Any resulting difference between (i) the carrying value of the net assets derecognized and (ii) the consideration received, if any, is recognized as a gain or loss in the statements of operations.
Refer to Note 1 for the deconsolidation of Jubilee.
Cash and Cash Equivalents
The
Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be
cash equivalents. The Company has cash of $
| 9 |
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 warrants issued with notes payable and embedded conversion features of convertible notes under ASC 480 and ASC 815 to determine appropriate classification. Instruments that are not indexed to the Company’s own stock or do not meet equity classification criteria under ASC 815-40 are classified as derivative liabilities.
Derivative liabilities are recorded at fair value upon issuance and remeasured at each reporting date, with changes in fair value recognized in the statements of operations as other income (expense). Fair value is estimated using the Black-Scholes option pricing model and classified within Level 3 of the fair value hierarchy under ASC 820.
Proceeds from notes payable and convertible notes with associated derivative liabilities are allocated first to the derivative liability at fair value, with the residual allocated to the host debt instrument and recorded as a debt discount, which is amortized to interest expense over the note term using the straight line method.
Fair Value of Financial Instruments
The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market- based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.
A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:
| ● | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
| ● | Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are |
observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
| ● | Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available. |
The
Company’s financial instruments reported at their fair values consist of derivative liabilities. The Company’s derivative
liabilities had a fair value of $
When determining fair value, whenever possible, the Company uses observable market data and relies on unobservable inputs only when observable market data is not available. As of June 30, 2026 and December 31, 2025, the Company did not have any level 1 or 2 financial instruments. On June 30, 2026 and December 31, 2025 the Company’s level 3 financial instruments were derivative liabilities.
The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis.
At June 30, 2026
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Liabilities | ||||||||||||
| Derivative Liability | $ | |||||||||||
| 10 |
At December 31, 2025
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Liabilities | ||||||||||||
| Derivative Liability | $ | |||||||||||
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock or conversion of stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
For periods with a net loss the effect of any potentially dilutive shares is anti-dilutive and they have been excluded from dilutive EPS.
Discontinued Operations
The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations. The disposal of a component or group of components is classified as a discontinued operation if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. This includes the sale, abandonment, or other disposal of legal entities, business segments, or significant components.
Upon meeting the criteria for discontinued operations, the results of operations, including any gain or loss on disposal, are presented separately in the consolidated statements of operations for all periods presented. Assets and liabilities of discontinued operations are presented separately in the consolidated balance sheets. The results of operations of the discontinued component are still reported separately in the consolidated statement of operations.
Management evaluates and updates the classification of operations as discontinued when relevant events occur, such as the approval of a sale plan, abandonment, or completion of disposal.
Segment Reporting
The Company uses the “management approach” to identify its reportable segments. This approach is based on the internal organizational structure used by management for making operational decisions and assessing the performance of the business.
The Company previously operated through two reportable segments. Through May 12, 2025, the Company, through its subsidiary Jubilee, operated an Advertising segment that launched and managed Yahoo partner advertisements and provided a SaaS platform for third parties to run such advertisements. This segment subsequently ceased to meet the criteria for classification as a continuing operation and was therefore reclassified as a discontinued operation. As a result of this reclassification, all prior period segment information has been recast to conform to the current period presentation.
Following this reclassification, the Company operates through a single reportable segment, the Holding Segment. The Holding Segment includes corporate functions such as finance, legal, human resources, and executive management, and represents the parent-level activities of the Company, including the identification and pursuit of new business opportunities. This segment will provide financing support to other operating units, and corporate-level expenses are recorded within this segment.
As the Company operates as a single reportable segment, no further disaggregated segment information is required to be disclosed under ASC 280, Segment Reporting. Financial information related to the discontinued Advertising segment operations is presented separately in Note 17 - Discontinued Operations.
Reverse Stock Split
On
April 24, 2025,
In accordance with Staff Accounting Bulletin (“SAB”) Topic 4C and ASC 260-10-55-12, the reverse stock split has been retrospectively reflected in these financial statements for all periods presented, including the balance sheets and statements of stockholders’ equity. All share and per-share amounts - including earnings per share and weighted- average shares outstanding - have been restated to give effect to the reverse stock split.
| 11 |
No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the split were rounded up to the next whole share, consistent with the Company’s corporate charter. This accounting policy ensures the comparability of share-related information across all periods presented.
The reverse stock split did not affect the total dollar amount of common stock or total stockholders’ equity.
Allowance for Credit Losses
The Company applies the CECL model under ASC 326 to estimate expected credit losses on financial assets, including trade receivables, notes receivable, and held-to-maturity debt securities. CECL requires consideration of historical loss experience, current conditions, and reasonable forecasts over the asset’s contractual life.
As of June 30, 2026, the allowance for credit losses related to the previously outstanding note receivable was removed upon assignment of the note. Prior to the assignment, the Company had established a full allowance for the outstanding principal and related accrued interest.
The allowance is reassessed at each reporting period, and changes are recognized in the income statement as credit loss expense. The Company has considered the recent guidance and does not have receivables that would require this level of analysis in determining the net realizable balance of accounts receivable.
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2025, and prior. Based on the evaluation of the 2025 transactions and events through June 30, 2026, the Company does not believe it has any material uncertain tax positions that require measurement.
The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.
Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our balance sheets at June 30, 2026 and December 31, 2025, and have not recognized interest and/or penalties in the statement of operations for the periods ended June 30, 2026 and December 31, 2025.
The Company is subject to taxation in the United States and the State of Florida.
The Company has not filed federal or applicable state income tax returns for the fiscal years ended December 31, 2025 and 2024. Accordingly, those tax years remain open to examination by the respective tax authorities once filed.
Commitments And Contingencies
The Company accounts for contingencies in accordance with ASC 450-20. Liabilities for loss contingencies, including claims, assessments, litigation, fines, penalties, and other matters, are recognized when it is probable that a liability has been incurred and the amount can be reasonably estimated.
If a loss contingency is reasonably possible but not probable, or if the amount cannot be reasonably estimated, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss, if determinable.
Concentration And Credit Risk
Financial
instruments which potentially subject the Company to credit risk consist of cash. Cash is maintained with a major financial institution
in the U.S. that is creditworthy. The Company maintains cash in bank accounts insured up to $
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Recently Issued Accounting Pronouncements
ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures. This ASU requires enhanced disclosures in the rate reconciliation and disaggregation of income taxes paid by federal, state, and foreign jurisdiction. The standard was effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025. As the Company recognized no income tax expense and made no income tax payments during the quarter ended June 30, 2026, and maintains a full valuation allowance against its deferred tax assets, the adoption did not have a material impact on the Company’s financial statements or disclosures.
ASU 2024-03, Income Statement - Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disaggregated disclosure of certain income statement expense line items within the notes to financial statements. For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with early adoption permitted. The Company does not expect this standard to have a material impact on its financial statements given the limited nature of its expense categories.
The Company periodically evaluates newly issued accounting standards and has not identified any other recently issued pronouncements expected to have a material effect on its financial statements.
NOTE 3 - GOING CONCERN
The accompanying condensed financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As
of June 30, 2026, 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 be incurred 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 - INTANGIBLE ASSETS
Intellectual Property Transfer and Technology Assignment Agreement.
On June 9, 2026, in connection with the Company’s Change of Control Agreement, the Company entered into an Intellectual Property Transfer and Technology Assignment Agreement with Cho Sun Sik, a director and Co-Chief Executive Officer of the Company, and Sundori Drone Co., Ltd. (collectively, the “Assignors”). Pursuant to the agreement, the Assignors transferred to the Company all of their right, title, and interest in a portfolio of drone-related intellectual property, comprising twelve Korean patent registrations, six Korean industrial design registrations, worldwide trade secrets, manufacturing and engineering know-how, freedom-to-practice rights, and foreign filing rights, excluding the Sundori trademarks. There are no Korean utility model registrations. Based on accounting records
supporting
the predecessor carrying amount of the IP, the Company recorded the acquired IP at the applicable historical carrying amount of $
Exclusive License-Back Agreement.
In conjunction with the IP Assignment Agreement, the Company, as licensor, entered into an Exclusive License-Back
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Agreement (the “License-Back Agreement”) with Sundori Korea, as licensee. Under the License-Back Agreement,
the Company granted Sundori Korea a royalty-free, perpetual, exclusive license to the Assigned IP within the Republic of Korea, such that Sundori Korea may continue its Korean domestic operations, including procurement to Korean governmental and defense customers. (See “Certain Relationships and Related Transactions”).
Master Services Agreement.
In conjunction with the IP Assignment Agreement, the Company, as customer, entered into a Master Services
Agreement (the “Master Agreement”) with Sundori Korea, as service provider. Under the Master Agreement, Sundori
Korea will provide foreign factory-setup, engineering-dispatch and training services to the Company and its to-be- designated joint venturers on an arm’s-length, fee-for-service basis, pursuant to separate statements of work. (See “Certain Relationships and Related Transactions”).
NOTE 5 - COMMITMENTS AND CONTINGENCIES
In
conjunction with the IP Assignment Agreement (Note 4), the Assignment Agreement obligates the Company to deliver, make available or arrange
not less than $
NOTE 6 - NOTE RECEIVABLE
On
May 2, 2024, the Company entered into a $
As of December 31, 2024, the note was in default, and the Company recorded a full allowance for credit losses on the outstanding principal balance and related accrued interest. The Company continued to maintain the full allowance as of December 31, 2025. As of the date of the assignment described below, the note remained in default, and the Company continued to maintain a full allowance on the outstanding balance and related accrued interest, including additional accrued interest recorded during the six months ended June 30, 2026.
On
May 28, 2026, the Company assigned all of its rights, title, and interest in the note to SB Technology Holdings, Inc., a related party,
for cash consideration of $
| Description | June 30, 2026 | December 31, 2025 | ||||||
| Notes receivable - current portion | $ | $ | ||||||
| Allowance for credit losses | ( | ) | ||||||
| Notes receivable, net | $ | $ | ||||||
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
During
the year ended December 31, 2025, certain vendors issued a demand for payments of outstanding balances through legal counsel and third-party
collection agencies. The Company evaluated these matters and recorded the related liabilities in its consolidated financial statements,
as management believes such amounts are probable and reasonably estimated. The balance owed to these vendors as of June 30, 2026 and December 31, 2025 was $
The following table presents the Company’s accounts payable and accrued liabilities balance as of June 30, 2026 and December 31, 2025.
| Description | June 30, 2026 | December 31, 2025 | ||||||
| Credit cards | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Deposits payable | ||||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| $ | $ | |||||||
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NOTE 8 - CONVERTIBLE NOTE PAYABLE - RELATED PARTY
On
December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $
On
October 6, 2022, the Company issued a
On
April 6, 2023, the Company issued a
On
December 12, 2023, the Company issued a Convertible Exchange Note to Paul Strickland. The note was unsecured, non-interest bearing, and
matured on
In
connection with the acquisition of Jubilee Intel, LLC in fiscal year 2024, debt obligations totaling $
As
a result, the Company recognized the reinstated debt of $
On
July 17, 2025, the Company issued a
As
of June 30, 2026, the principal balance, accrued interest, and unamortized debt discount related to the note were $
On
May 26, 2026, the Company issued to EQUORIX LLC an
EQUORIX
became the Company’s controlling stockholder and a related person on June 9, 2026, and the Note is accordingly presented as related-party
debt as of June 30, 2026. As of June 30, 2026, the outstanding principal balance, accrued interest and unamortized debt discount related
to the Note were $
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NOTE 9 - CONVERTIBLE NOTES PAYABLE
On
March 1, 2024, the Company issued a $
On
May 1, 2024, the Company issued a $
On
March 7, 2025, the Company issued a $
On
July 8, 2025, the Company issued a
Note
in full. As of June 30, 2026 and December 31, 2025, the outstanding principal balance of the Note was $
On
May 15, 2025, the Company issued six
The notes were convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price determined pursuant to the terms of the notes. The Company evaluated the conversion features under ASC 815, Derivatives and Hedging, and determined that the features required bifurcation and classification as derivative liabilities. Accordingly, the Company recognized the derivative liabilities at fair value on the issuance dates, with a corresponding offsetting debt discount. The derivative liabilities were subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. Upon conversion of the notes during the year ended December 31, 2025 and the six months ended June 30, 2026, the related derivative liabilities were extinguished.
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On
May 14, 2025, the Company issued a $
On
May 30, 2025, the Company issued a $
On
February 12, 2026, the Company issued a new
The convertible note balance reported on June 30, 2026 is $, net of debt discount of $.
As
of December 31, 2025, the total amount due to a loan holder was $
NOTE 10 - DERIVATIVE LIABILITY
The
Company has various convertible notes that require derivative liability considerations for its conversion features. Total derivative
liability on June 30, 2026 and December 31, 2025 was $
| Balance at December 31, 2024 | $ | |||
| Decrease to derivative due to repayment | ( | ) | ||
| Increase to derivative due to new issuances | ||||
| Derivative loss due to mark to market adjustment | ||||
| Balance at December 31, 2025 | ||||
| Decrease to derivative due to conversion | ( | ) | ||
| Increase to derivative due to new issuances | ||||
| Derivative loss due to mark to market adjustment | ||||
| Balance at June 30, 2026 | $ |
The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Input | Weighted Avg. | Range | Weighted Avg. | Range | ||||||||||||
| Stock price | $ | $ | $ | $ | ||||||||||||
| Exercise price (conversion price) | $ | $ | - $ | $ | $ | |||||||||||
| Risk-free interest rate | % | % | % | % | ||||||||||||
| Expected term (years) | ||||||||||||||||
| Expected volatility | % | % | % | % | ||||||||||||
| Dividend yield | ||||||||||||||||
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NOTE 11 - STOCK PAYABLE
The Company’s prior related party settlement liability, with an effective date of November 3, 2020, included a requirement to issue shares of the Company’s common stock to cover litigation and legal expenses associated with the settlement agreement. The settlement originally provided for the issuance of shares of common stock.
On March 28, 2024, the settlement agreement was assigned to a non-affiliated third party. On May 6, 2024, the liability was further assigned to another non-affiliated third party.
The settlement agreement does not contain provisions for adjustment of the number of shares in the event of a reverse stock split. Accordingly, the Company continues to account for the obligation based on the original shares.
The
value of the stock payable was determined as $
The
remaining shares to be issued at June 30, 2026 and December 31, 2025 were and , respectively. The remaining balance
of the stock payable liability was $
NOTE 12 - WARRANTS
On
May 1, 2024, the Company issued under a Warrant Subscription Agreement 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 $
The assumptions used to determine the fair value of the Warrants as follows:
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % |
As of June 30, 2026, the Company had warrants outstanding to purchase shares of common stock at an exercise price of $ per share, with a weighted average remaining contractual term of approximately years. There was no warrant activity during the six months ended June 30, 2026.
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2024 | $ | | $ | |||||||||||||
| Issued | $ | - | - | |||||||||||||
| Expired | ( | ) | $ | - | - | |||||||||||
| Exercised | $ | - | - | |||||||||||||
| Outstanding, December 31, 2025 | $ | $ | ||||||||||||||
| Issued | $ | - | - | |||||||||||||
| Expired | $ | - | - | |||||||||||||
| Exercised | $ | - | - | |||||||||||||
| Outstanding, June 30, 2026 | $ | $ | ||||||||||||||
NOTE 13 - COMMON STOCK
On May 20, 2025, the Company issued shares of common stock for legal fees associated with the settlement liability (Note 11).
On
June 2, 2025, a debt holder converted $
On May 16, 2025, the Company issued million shares of common stock to Beartooth Asset Holdings, LLC (“Beartooth”) a related party as a corporate restructuring transaction in preparation for a potential merger. The Company had not entered into any agreement or obligation for a specific merger transaction.
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On
July 21, 2025, John D. Murphy, Jr. retired $
On
August 5, 2025, an unrelated party retired $
On
August 5, 2025, an unrelated party retired $
On
August 5, 2025, an unrelated party retired $
On
August 7, 2025, Paul Strickland, the Company’s sole director and officer, retired $
On
August 12, 2025, Selkirk retired $
On
August 12, 2025, Selkirk retired $
An
unrelated third party paid $
Refer Note 9 for the common stock issued in conversion of debt to an unrelated party.
Refer Note 8 for the common stock issued in conversion of debt to related parties.
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.
NOTE 15 - RELATED PARTY TRANSACTIONS
On
February 24, 2026, Beartooth Asset Holdings, LLC, an entity managed by Mr. Strickland, executed an Irrevocable Stock Power transferring
Refer Note 8 for the related party transactions.
As
of June 30, 2026 and December 31, 2025, the Company had a Due to Related Party balance of $
NOTE 16 - INCOME TAX
For the periods ending June 30, 2026 and December 31, 2025, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.
As
of June 30, 2026 and December 31, 2025, the Company had net operating loss carry forwards of approximately $
The tax computations are as follows:
| June 30, 2026 | December 31, 2025 | |||||||
| Net losses before taxes | $ | ( | ) | $ | ( | ) | ||
| Adjustments to arrive at taxable income/loss | ||||||||
| Permanent differences: | ||||||||
| Temporary differences: | ||||||||
| Taxable (loss) | ( | ) | ( | ) | ||||
| Current Year Taxable (loss) | ( | ) | ( | ) | ||||
| NOL carried forward prior year (tax return) | ( | ) | ( | ) | ||||
| NOL carried forward at period end | $ | ( | ) | $ | ( | ) | ||
| Deferred Tax Asset - Federal Rate ( | ( | ) | ( | ) | ||||
| Deferred Tax Asset - State Rate | ||||||||
| Total Deferred Tax Asset | ( | ) | ( | ) | ||||
| Valuation Allowance | ( | ) | ( | ) | ||||
| Deferred tax per books | $ | $ | ||||||
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NOTE 17 - DISCONTINUED OPERATIONS
Subsequent to June 30, 2025, Jubilee Intel, LLC is no longer a wholly-owned subsidiary of the Company. The revenues and costs associated with this business are displayed as losses from discontinued operations.
The gain on the deconsolidation of Jubilee Intel, LLC as of June 30, 2025 was comprised of the following components:
| Deconsolidation of Jubilee as of June 30, 2025: | ||||
| Account | ||||
| Checking Account | $ | ( | ) | |
| Money Market | ( | ) | ||
| Accounts Receivable | ( | ) | ||
| Due from/to Jubilee | ||||
| Gain (loss) of disposal of discontinued segment | $ | |||
NOTE 18- SUBSEQUENT EVENTS
In accordance with ASC 855-10, Subsequent Events, management has evaluated subsequent events through August 14, 2026, the date these unaudited financial statements were available to be issued. The following events occurred after June 30, 2026.
On July 15, 2026, the Financial Industry Regulatory Authority approved the Articles of Amendment filed with the Secretary of State of the State of Florida on June 16, 2026 changing the Company’s name from Hallmark Venture Group, Inc. to SDR Drone, Inc.; the name change, and a corresponding change in the trading symbol for the Company’s common stock from “HLLK” to “SDCO,” became effective at the open of business on July 16, 2026.
On July 18, 2026, the Company filed an offering statement on Form 1-A under Regulation A with the Securities and Exchange Commission; the offering statement has not been qualified and there is no assurance that it will be qualified or that any securities will be sold thereunder.
On July 22, 2026, the Company’s unsecured, non-interest bearing convertible note in the original principal
amount of $
On July 30, 2026, the holder of the Company’s February 12, 2026 convertible promissory note assigned a portion of its undrawn funding commitment under that note to an unaffiliated third party, which applied the assigned amount to the direct payment of Company obligations.
On August 4, 2026, the Company received from Sundori Drone Co., Ltd. the Korean Intellectual Property Office registration certificates for the twelve Korean patents and six Korean industrial designs described in Note 4, together with accounting records of the assignor establishing that the assignor’s net carrying amount for the transferred intellectual property immediately prior to the transfer was nil.
On August 4, 2026 in settlement of a portion of the remaining stock payable arising under the order approving the settlement described in Note 11, the Company issued shares of its common stock to Nicosel, LLC, which shares were issued in reliance on Section 3(a)(10) of the Securities Act of 1933, as amended, and received further advances under its outstanding convertible promissory notes.
Registration of the assignment of the acquired intellectual property with the Korean Intellectual Property Office had not been completed as of the date these financial statements were available to be issued.
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ITEM 2. 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 should be read together with our unaudited condensed financial statements and the related notes included elsewhere in this Quarterly Report, and with the audited financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. In this Quarterly Report, “SDR Drone,” “the Company,” “we,” “us” and “our” refer to SDR Drone, Inc., formerly Hallmark Venture Group, Inc.
Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements about our plans to commercialize the acquired drone technology, to establish United States manufacturing, to complete an offering under Regulation A and to seek quotation of our common stock on the OTCQB Venture Market, as well as statements about our liquidity, capital requirements and ability to continue as a going concern. Words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “may,” “will” and similar expressions identify forward-looking statements, although not all forward-looking statements contain those words.
Forward-looking statements are not guarantees of future performance. They are based on assumptions and are subject to risks and uncertainties, many of which are outside our control. Those risks include our lack of revenue and our history of losses, our substantial doubt about our ability to continue as a going concern, our dependence on financing from related parties and convertible noteholders, the dilutive effect of our outstanding convertible instruments, our reliance on a single supplier relationship in the Republic of Korea, the fact that the acquired patents and design registrations are registered only in the Republic of Korea and the corresponding technologies are in the public domain elsewhere, the status of registration of the assignments with the Korean Intellectual Property Office, the substantial regulatory requirements applicable to unmanned aircraft systems in the United States, and our ability to raise capital on acceptable terms or at all. Actual results may differ materially. Except as required by law, we undertake no obligation to update any forward-looking statement.
Overview
We were originally incorporated in the State of Colorado on July 14, 1995, moved our domicile to Nevada in 2006 and redomiciled as a Florida corporation in March 2022. We filed Articles of Amendment with the Secretary of State of the State of Florida on June 16, 2026 changing our name from Hallmark Venture Group, Inc. to SDR Drone, Inc. The Financial Industry Regulatory Authority approved that amendment on July 15, 2026 and the name change, together with a change in our trading symbol from “HLLK” to “SDCO,” became effective at the open of business on July 16, 2026. Our common stock is quoted on the OTCID marketplace of OTC Link, operated by OTC Markets Group, Inc. Throughout the quarter covered by this report we were named Hallmark Venture Group, Inc. and our common stock was quoted under the symbol “HLLK.” Our principal executive offices are located at 801 US Highway 1, North Palm Beach, Florida 33408, and our telephone number is (877) 646-4833. Our transfer agent is Liberty Stock Transfer, Inc., 788 Shrewsbury Ave., Suite 2163, Tinton Falls, New Jersey 07724.
On June 9, 2026, we entered into a Change of Control Agreement with Selkirk Global Holdings, LLC, an entity owned by our director Paul L. Strickland, and EQUORIX LLC. In connection with that transaction, and as described in Note 4 to the accompanying financial statements, we entered into an Intellectual Property Transfer and Technology Assignment Agreement with Cho Sun Sik, a director and Co-Chief Executive Officer of the Company, and Sundori Drone Co., Ltd., under which the assignors transferred to us their rights in a portfolio of Korean drone technology. We simultaneously granted Sundori Drone Co., Ltd. a royalty-free, perpetual, exclusive license back to the assigned intellectual property within the Republic of Korea, and entered into a Master Services Agreement under which Sundori Drone Co., Ltd. will provide factory-setup, engineering-dispatch and training services on a fee-for-service basis.
Our business plan is to convert a proven Korean unmanned aerial systems platform into locally produced, supply- chain compliant unmanned aircraft for the United States and allied markets. We have not commenced commercial operations, we generated no revenue during the three or six months ended June 30, 2026, and we will require substantial additional capital before we can do so. Our activities during the quarter consisted of completing the change of control and intellectual property acquisition, maintaining our reporting status, and preparing for a proposed offering under Regulation A.
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Acquired Intellectual Property
The acquired portfolio comprises twelve Korean patent registrations, six Korean industrial design registrations, and a body of unregistered technology consisting of firmware and source code, artificial intelligence and machine learning models, bill-of-materials and supplier qualification data, and manufacturing process documentation and know-how. There are no Korean utility model registrations. The Sundori brand names and trademarks were expressly excluded from the assignment and were retained by Sundori Drone Co., Ltd.
Because the acquisition was between entities under common control and the assets were not previously carried at an amount approximating the recorded value, the Company recorded the acquired intellectual property at the transferor’s historical carrying amount of nil in accordance with ASC 805-50, and the independent appraisal obtained by the Company was used for reference only and not as the basis of measurement. As described in Note 4, the acquired intellectual property has a finite useful life, but because it is carried at nil there is no amount to amortize and no amortization was recorded for the period from June 9, 2026 to June 30, 2026.
Title to the assigned patents and design registrations passed by contract on June 9, 2026. Registration of the assignments with the Korean Intellectual Property Office was not complete as of June 30, 2026 and remains in process. We regard registration as a step that perfects our rights against third parties rather than as a condition to the transfer of control. Until registration is complete, our recorded ownership may be more difficult to enforce against a third party in the Republic of Korea.
Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025
Revenue. We had no revenue for the three months ended June 30, 2026, compared to $20,872 for the three months ended June 30, 2025. Revenue in the prior-year period was generated by Jubilee Intel, LLC, our former subsidiary, which was deconsolidated and is presented within discontinued operations.
Operating Expenses. Total operating expenses were $62,591 for the three months ended June 30, 2026, compared to $76,812 for the same period in 2025. Professional fees increased to $47,621 from $8,605, reflecting legal, audit, accounting and valuation costs associated with the change of control, the intellectual property acquisition and the preparation of our Regulation A offering statement. General and administrative expenses decreased to $14,970 from $18,207. There was no compensation expense in the current period, compared to $50,000 in the prior-year period.
Other Income and Expense. Other expense, net, was $80,066 for the three months ended June 30, 2026, compared to other income, net, of $302,455 for the same period in 2025. The current period included amortization of debt discount of $30,684, a loss on issuance of convertible debt of $21,253, a loss of $28,179 from the change in fair value of our derivative liability, interest expense of $950, and other income of $1,000 representing the consideration received on the assignment of our impaired note receivable. The prior-year period included a gain of $1,366,421 from the change in fair value of the derivative liability, offset by a loss on conversion of debt of $469,164, a loss on issuance of convertible debt of $442,464, amortization of debt discount of $101,316, bad debt expense of $55,991 and interest expense of $28,231.
Net Loss. Net loss was $142,657 for the three months ended June 30, 2026, compared to net income of $637,595 for the three months ended June 30, 2025, which included income from discontinued operations of $411,952. Loss per share, basic and diluted, was $(0.00) for the current period, compared to income per share of $0.02 in the prior-year period.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Revenue. We had no revenue for the six months ended June 30, 2026, compared to $20,872 for the six months ended June 30, 2025.
Operating Expenses. Total operating expenses were $101,162 for the six months ended June 30, 2026, compared to $134,822 for the same period in 2025. Professional fees increased to $81,917 from $26,898, while general and administrative expenses decreased to $19,245 from $57,924 and compensation expense decreased to nil from $50,000.
Other Income and Expense. Other expense, net, was $314,991 for the six months ended June 30, 2026, compared to other income, net, of $58,498 for the same period in 2025. The current period included a loss of $169,116 from the change in fair value of the derivative liability, amortization of debt discount of $111,549, a loss on issuance of convertible debt of $36,604 and interest expense of $2,288, partially offset by $3,566 of interest waived and $1,000 of other income.
Net Loss. Net loss was $416,153 for the six months ended June 30, 2026, compared to a net loss of $91,332 for the six months ended June 30, 2025. Loss per share, basic and diluted, was $(0.01) in each period.
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Liquidity and Capital Resources
As of June 30, 2026, we had cash of $1,036, compared to $3,382 as of December 31, 2025. Total current liabilities were $255,765 as of June 30, 2026, compared to $398,868 as of December 31, 2025, and we had negative working capital of $254,729 as of June 30, 2026. Total stockholders’ deficit improved to $254,729 as of June 30, 2026 from $395,486 as of December 31, 2025, principally because of the conversion of outstanding indebtedness into common stock. Our accumulated deficit was $5,731,318 as of June 30, 2026.
Net cash used in operating activities for the six months ended June 30, 2026 was $113,548. We have no revenue and no operating cash inflow. We have historically funded our operations through the issuance of convertible promissory notes to related parties and to a small number of non-affiliated holders, and through direct payment of our expenses by noteholders on our behalf.
On February 12, 2026 we issued a 6% convertible promissory note with a face value of up to $100,000 that funds on a drawn basis, and on May 26, 2026 we issued to EQUORIX LLC an 8% convertible promissory note with a face value of up to $100,000 on the same drawn basis. As of June 30, 2026 the convertible note balance was $1,540, net of debt discount, and the related party convertible note balance was $2,543, net of debt discount.
We will require additional financing to satisfy our existing obligations, to maintain our reporting status, and to execute any part of our business plan, including establishing United States manufacturing capability. We intend to seek that financing through an offering under Regulation A, for which we have filed an offering statement on Form 1-A, and through additional issuances of convertible debt or equity. We have no commitment from any person to provide that financing. If we are unable to obtain financing on acceptable terms, we will be required to curtail or cease our activities. Any financing we do obtain is likely to be substantially dilutive to existing holders.
Substantial Doubt About Our Ability to Continue as a Going Concern. As described in Note 3 to the accompanying financial statements, our recurring losses, our accumulated deficit of $5,731,318, our negative working capital and our lack of revenue raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of that uncertainty.
Critical Accounting Policies and Estimates
Our critical accounting policies are described in Note 2 to the accompanying financial statements and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The estimates that require the most significant judgment are the fair value of our derivative liabilities, which is measured using the Black-Scholes model and classified within Level 3 of the fair value hierarchy, and the measurement and useful life of the acquired intellectual property described in Note 4. Both are sensitive to the assumptions used, and actual results could differ materially from those estimates.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information otherwise required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this Quarterly Report. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective.
The conclusion that our disclosure controls and procedures were not effective reflects material weaknesses that arise from the size and structure of the Company. We do not have a sufficient number of accounting personnel to permit segregation of duties, we do not have an audit committee or an independent director serving in a financial expert capacity, and we rely on outside consultants for the preparation of our financial statements. In addition, transactions with related parties, including the change of control and the intellectual property acquisition described in Note 4, are negotiated and approved by persons who are not independent of the counterparties.
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Management intends to remediate these weaknesses as resources permit, including by adding independent directors, establishing an audit committee, and increasing internal accounting capacity. We cannot provide assurance as to when remediation will be complete.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than changes in the composition of our board of directors and management resulting from the change of control completed on June 9, 2026.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time we may be involved in claims, lawsuits and disputes arising in the ordinary course of business. As of the date of this Quarterly Report, we are not a party to any material pending legal proceeding, and no such proceeding is known by us to be contemplated by a governmental authority.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information otherwise required by this Item. However, our business, financial condition and prospects changed materially during the quarter as a result of the change of control and the intellectual property acquisition described in Note 4, and the following risks should be read together with the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
| ● | We have no revenue, no commercial operations and a history of losses, and there is substantial doubt about our ability to continue as a going concern. | |
| ● | The acquired patents and design registrations are registered only in the Republic of Korea. The corresponding technologies are not protected by registration outside Korea, and third parties may practice them freely in the United States and other markets we intend to serve. | |
| ● | Registration of the assignments with the Korean Intellectual Property Office was not complete as of June 30, 2026. Until registration is complete, our ownership may be more difficult to enforce against third parties in Korea. | |
| ● | We granted Sundori Drone Co., Ltd. a royalty-free, perpetual, exclusive license back to the assigned intellectual property within the Republic of Korea. We therefore cannot exploit the assigned intellectual property in Korea. | |
| ● | The intellectual property was acquired from related parties, and we recorded it at the transferor’s historical carrying amount of nil under the predecessor-basis requirements of ASC 805-50 rather than at an amount determined by arm’s-length negotiation. An independent appraisal was obtained for reference only and was not used to measure the asset. | |
| ● | We depend on Sundori Drone Co., Ltd., a related party, for the engineering, factory-setup and training services necessary to execute our business plan. | |
| ● | We will require substantial additional capital that we have no commitment to obtain, and any capital we raise is likely to be substantially dilutive. | |
| ● | Our outstanding convertible notes convert at a discount to market price, which may cause substantial dilution and downward pressure on the price of our common stock. | |
| ● | Unmanned aircraft systems are subject to extensive regulation in the United States, including by the Federal Aviation Administration, and to procurement restrictions that we may be unable to satisfy. | |
| ● | Our disclosure controls and procedures were not effective as of June 30, 2026, and we have material weaknesses in internal control over financial reporting. |
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended June 30, 2026, we issued the following unregistered securities:
| ● | On April 27, 2026, we issued 200,700 shares of common stock upon the conversion of $27,041 of outstanding indebtedness under the February 12, 2026 6% convertible promissory note, in respect of the portion of that note that had been assigned by the original holder to an unrelated third party. |
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| ● | On May 26, 2026, we issued to EQUORIX LLC an 8% convertible promissory note with a face value of up to $100,000, which funds on a drawn basis. As of June 30, 2026, $26,520 of principal had been advanced under that note. The note is convertible into shares of our common stock. | |
| ● | On June 9, 2026, in connection with the Change of Control Agreement described in Note 1, EQUORIX LLC acquired 100,000 shares of our Series A Preferred Stock from Selkirk Global Holdings, LLC and 50,000,000 shares of our common stock. The 100,000 shares of Series A Preferred Stock were sold by an existing holder and were not issued by us. The 50,000,000 shares of common stock were delivered from shares transferred by Beartooth Asset Holdings, LLC into a Company acquisition account on February 24, 2026, as described in Note 15, and accordingly the number of shares of our common stock issued and outstanding did not increase as a result of that delivery. No cash was paid to us and no securities were issued by us as consideration for the intellectual property described in Note 4. Each of the foregoing issuances was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and, in the case of shares issued upon conversion of our outstanding convertible notes, Section 3(a)(9) thereof. No underwriter participated in any of the transactions and no commission or other remuneration was paid or given directly or indirectly for soliciting any of them. Each recipient was an accredited investor or otherwise had access to the information that registration would have provided, and the certificates representing the securities bear a restrictive legend. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
None
of our directors or officers
ITEM 6. EXHIBITS
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SDR DRONE, INC. | ||
| Date: August 14, 2026 | By: | /s/ Cho Sun Sik |
| Cho Sun Sik | ||
| Co-Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Paul L. Strickland |
| Paul L. Strickland | ||
| Secretary and Director | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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