HLLK / Hallmark Venture Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-56477 CUSIP Number 406268102 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-56477 CUSIP Number 406268102 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-56477 CUSIP Number 406268102 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-56477 CUSIP Number 406268102 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Release Agreement

Exhibit 10.02

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 HALLMARK VENTURE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2025 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of (I.R

Resignation Letter

Exhibit 10.03

Membership Interest Assignment Agreement

Exhibit 10.01

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 HALLMARK VENTURE GROU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2025 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of (I.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56477 HALLMARK VENTURE GROUP, IN

Management Agreement (E. Bloomberg)

Exhibit 10.1 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”) is made effective this 23rd day of October, 2024 (the “Effective Date”), between Evan Bloomberg (“Executive”), and Hallmark Venture Group, Inc., a Florida corporation (“HLLK” or the “Company”) each a “Party” and collectively the “Parties”. WHEREAS, HLLK wishes to retain Executive as its President and Chief Executive Off

Form of Warrant

Exhibit 10.03 EXHIBIT B WARRANT TO PURCHASE STOCK Company: Hallmark Venture Group, Inc. Number of Shares: XXX Class of Stock: Common Initial Exercise Price Per Share: $2.00 Issue Date: October, 2024 Expiry Date: October ,2026 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $2.00 and for other good and valuable consideration, INVESTOR (“Holder”) is entitled to purchase the number of fully

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of

Form of Promissory Note

Exhibit 10.02 ON DEMAND PROMISSORY NOTE $x00,000.00 Las Vegas, NV October XX, 2024 Amount City, State Date FOR VALUE RECEIVED, the Undersigned, hereinafter referred to as the “Debtor”, acknowledges that it is indebted to [Investor] (the “Lender”) in the amount stated herein and promises to pay, on demand, the principal sum of xx Thousand dollars ($x00,000.00) together with interest thereon from th

Form of Promissory Note & Warrant Agreement

Exhibit 10.01 PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of October, 2024, by and among (the “Investor”) and Hallmark Venture Group, Inc. (the “Company” or “HLLK”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-56477 CUSIP Number 406268102 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number 000-56477 CUSIP Number 406268102 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

Executive Compensation Agreement

Exhibit 10.5 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT (this “Agreement”) is made effective this 23rd day of October, 2024 (the “Effective Date”), between Evan Bloomberg (“Executive”), and Hallmark Venture Group, Inc., a Florida corporation (“HLLK” or the “Company”) each a “Party” and collectively the “Parties”. WHEREAS, HLLK wishes to retain Executive as its President and Chief Executive Off

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction

CVC Agreement

Exhibit 10.4 (1) Creative Venture Capital LTD and (2) Jubilee Intel, LLC AGREEMENT FOR THE SUPPLY OF INTRODUCTORY SERVICES & FINANCING PARTNERS BETWEEN: (1) Creative Venture Capital LTD, a company incorporated in the UK whose registered office is at 6 Barling Road, Southend on Sea, Essex, UK (“Introducer”); and (3) Jubilee Intel, LLC, a company organised in the US in the State of Nevada (“Company”

Form of Warrant

Exhibit 10.3 EXHIBIT B WARRANT TO PURCHASE STOCK Company: Hallmark Venture Group, Inc. Number of Shares: XXX Class of Stock: Common Initial Exercise Price Per Share: $2.00 Issue Date: October, 2024 Expiry Date: October ,2026 THIS WARRANT CERTIFIES THAT, for the agreed upon value of $2.00 and for other good and valuable consideration, INVESTOR (“Holder”) is entitled to purchase the number of fully

Form of Promissory Note & Warrant Agreement

Exhibit 10.1 PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT THIS PROMISSORY NOTE AND WARRANT PURCHASE AGREEMENT is made as of October, 2024, by and among (the “Investor”) and Hallmark Venture Group, Inc. (the “Company” or “HLLK”). THE PARTIES HEREBY AGREE AS FOLLOWS: 1. Purchase and Sale of Notes. 1.1 Purchase and Sale of Note. Subject to the terms and conditions of this Agreement and pursuant to

Form of Promissory Note

Exhibit 10.2 ON DEMAND PROMISSORY NOTE $x00,000.00 Las Vegas, NV October XX, 2024 Amount City, State Date FOR VALUE RECEIVED, the Undersigned, hereinafter referred to as the “Debtor”, acknowledges that it is indebted to [Investor] (the “Lender”) in the amount stated herein and promises to pay, on demand, the principal sum of xx Thousand dollars ($x00,000.00) together with interest thereon from the

Anti-Dilution Agreement

Exhibit 10.06 ANTI-DILUTION AGREEMENT THIS ANTI-DILUTION AGREEMENT (the “Agreement”) is dated as of September 26, 2024, and is by and among HALLMARK VENTURE GROUP, Inc., a Florida corporation (the “Company” or “HLLK”) and , a (“HOLDER”), and Jubilee Intel, LLC, a Nevada limited liability company (“Jubilee”), each a Party and collectively the Parties. WHEREAS, Pursuant to the terms and conditions o

Debt Cancellation Agreement with Archer & Greiner, P.C.

Exhibit 10.01 FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation Agreement Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Telephone: 877-646-4833 Email: [email protected] Re: Debt Cancellation Agreement (this “Letter”). Reference is made to that certain Account Receiveable Balance (the “A/R”) by and among Hallmark Venture Group Inc., a Florida corporation, w

Cancellation of the 12/12/2023 Strickland Convertible Exchange Note

Exhibit 10.08 FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation Agreement Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Telephone: 877-646-4833 Email: [email protected] Re: Debt Cancellation Agreement (this “Letter”). Reference is made to that certain 10% Convertible Promissory Note Issued by the Company on April 6, 2023 (the “NOTE”) by and among Hallmark

Cancellation of the 10/06/2022 Selkirk Global Holdings, LLC Note

Exhibit 10.07 FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation Agreement Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Telephone: 877-646-4833 Email: [email protected] Re: Debt Cancellation Agreement (this “Letter”). Reference is made to that certain 10% Convertible Promissory Note Issued by the Company on October 6, 2022 (the “NOTE”) by and among Hallmar

Cancellation of the 04/06/2023 Selkirk Global Holdings, LLC Note

Exhibit 10.09 FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation Agreement Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Telephone: 877-646-4833 Email: [email protected] Re: Debt Cancellation Agreement (this “Letter”). Reference is made to that certain 0% Convertible Exchange Note Issued by the Company on December 12, 2023 (the “NOTE”) by and among Hallmark

John D. Murphy, Jr resigned as Director and CEO of the Company

Exhibit 10.10 RESIGNATION AS DIRECTOR September 27, 2024 [Via Email] Hallmark Venture Group, Inc. 5112 West Taft Rd. Suite M Liverpool, NY 13088 To the Board of Directors: RE: Resignation serving as Director & CEO I hereby submit my resignation serving as a Director and CEO of Hallmark Venture Group, Inc. effective immediately. /s/ John D. Murphy, Jr. John D. Murphy, Jr. Notary Area: State of Coun

Agreement and Plan of Reorganization

Exhibit 10.03 AGREEMENT AND PLAN OF REORGANIZATION By and Between Jubilee Intel, LLC And HALLMARK VENTURE GROUP, INC. Dated as of September 26, 2024 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into and is effective September 26, 2024, by and between Hallmark Venture Group, Inc., (“HLLK”), a Florida corporation, JMJ Associate

Escrow Agreement

Exhibit 10.05 ESCROW AGREEMENT THIS AGREEMENT is made as of the date last indicated below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and (collectively, “Strickland”), and Jubilee, LLC and Evan Bloomberg (collectively, “Purchaser”) and Liberty Stock Tr

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction

Board Resolution

Exhibit 10.02 Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Consent Minutes in Lieu of Meeting of the Board of Directors: Pursuant to Section 607.0205(2) of the Florida Business Corporation Act, the undersigned, being all the directors of Hallmark Venture Group, Inc., a Florida corporation (the “Corporation”), named in the Articles of Incorporation of the Corporati

Change of Control Agreement

Exhibit 10.04 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this Agreement) made and entered to on the date last written below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland and Beartooth Asset Holdings, LLC, (collectively, “Strickland” and together with Murphy, the “Tr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE GROU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56477 HALLMARK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 HALLMARK VENTURE GROUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of (I.R

$100,000 8% Convertible Promissory Note & Warrant Subscription Agreement

Exhibit 10.01 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UN

$100,000 8% On Demand Promissory Note

Exhibit 10.02 ON DEMAND PROMISSORY NOTE $100,000.00 Liverpool, NY May 2, 2024 Amount City, State Date FOR VALUE RECEIVED, the Undersigned, hereinafter referred to as the “Debtor”, acknowledges that it is indebted to Hallmark Venture Group, Inc. (the “Lender”) in the amount stated herein and promises to pay on demand to the order of $100,000.00, with its principal place of business at 5112 West Taf

Debt Cancellation Agreement

Exhibit 10.01 FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation Agreement Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Telephone: 877-646-4833 Email: Re: Debt Cancellation Agreement (this “Letter”). Reference is made to that certain 10% Convertible Promissory Exchange Note Issued by the Company on March 24, 2017 (the “NOTE”) by and among Hallmark Venture Group

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56477 HALLMARK VENTURE GROUP, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-5647

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 HALLMARK VENTURE GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of (I

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HALLMARK VENTURE GROUP, INC.

Exhibit 99.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF HALLMARK VENTURE GROUP, INC. John D. Murphy, Jr., being the Chief Executive Officer and Director of HALLMARK VENTURE GROUP, INC., a corporation (the “Corporation”) duly organized under the Florida Corporation Business Act (the “Act”), does hereby certify that the Amendment herein to the Articles of Incorporation were adopted

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2023 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of i

Letter to SEC from JLKZ CPA LLP dated March 12, 2024.

Exhibit 16.1 JLKZ CPA LLP 39-01 Main St Ste 501 Flushing, NY 11354 March 12, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 RE: Hallmark Venture Group, Inc. We have read Item 4.01 included in the Form 8-K of Hallmark Venture Group, Inc.. (the “Company”) dated Mrach 12, 2024 to be filed with the Securities and Exchange Commission. We agree with the statements

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction o

$100,000 6% On Demand Promissory Note

Exhibit 10.01 FORM OF ON DEMAND PROMISSORY NOTE $100,000.00 Amount City, State March 1, 2024 Date FOR VALUE RECEIVED, the Undersigned, hereinafter referred to as the “Debtor”, acknowledges that it is indebted to Alpha Strategies Trading Software Inc. (the “Lender”) in the amount stated herein and promises to pay on demand to the order of $100,000.00, with its principal place of business at [*], th

NOTICE OF DEFAULT and TERMINATION

Exhibit 10.01 NOTICE OF DEFAULT and TERMINATION February 27, 2024 VIA Email Aurum International Ltd. 1633 East Fourth Street Suite 148 Santa Ana, CA 92701 Attn: Mr. Steven Arenal Re: Hallmark Venture Group, Inc. (the “Company” or “HLLK”) Agreements Dear Mr. Arenal: We refer to the January 11, 2024 Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy, Jr. and JMJ Associat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 HALLMARK VENTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction o

Form of Debt Cancellation Agreement

Exhibit 10.04 FORM OF DEBT CANCELLATION AGREEMENT Debt Cancellation Agreement Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M, Liverpool, NY 13088 Telephone: 877-646-4833 Email: Re: Debt Cancellation Agreement (this “Letter”). Reference is made to that certain 10% Convertible Promissory Note Issued by the Company on (the “NOTE”) by and among Hallmark Venture Group, Inc., a Florida corpor

Change of Control Agreement

Exhibit 10.01 CHANGE OF CONTROL AGREEMENT THIS CHANGE OF CONTROL AGREEMENT (this Agreement) made and entered to on the date last written below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, (collectively, “Strickland”) A

Form of Anti Dilution Agreement

Exhibit 10.03 ANTI-DILUTION AGREEMENT THIS ANTI-DILUTION AGREEMENT (the “Agreement”) is dated as of January 11,2024 and is by and among HALLMARK VENTURE GROUP, Inc., a Florida corporation (the “Company” or “HLLK”) and , a (“HOLDER”), and Aurum International Ltd. (“AIL”), each a Party and collectively the Parties. WHEREAS, Pursuant to the terms and conditions of that certain Change of Control Agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 HALLMARK VENTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 FLORIDA 34-2001531 (State or other jurisdiction of

Form of $77,000, 0% convertible exchange note to Aurum dated January 11, 2024

Exhibit 10.02 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UN

Form of Escrow Agreement

Exhibit 10.05 ESCROW AGREEMENT THIS AGREEMENT is made as of the date last indicated below, by and between Hallmark Venture Group, Inc. (the “Company” or “HLLK”) and John D. Murphy, Jr. and JMJ Associates, LLC (collectively, “Murphy”), Paul Strickland, Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, (collectively, “Strickland”), and Aurum International Ltd. and Steven Arenal (colle

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 HALLMARK VENTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction o

$7,119.00, 0% convertible exchange note to Paul Strickland dated December 12, 2023

Exhibit 10.01 Exchange Note: December 12, 2023 THIS 0% CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR CERTAIN DEBTS OWED TO Paul Strickland ON OR BEFORE December 12, 2023, BY THE COMPANY. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON DECEMBER 12, 2023. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNIT

$144,501.00, 0% convertible exchange note to John D. Murphy, Jr. dated December 5, 2023

Exhibit 10.01 Exchange Note: December 5, 2023 THIS 0% CONVERTIBLE NOTE IS ISSUED IN EXCHANGE FOR CERTAIN DEBTS OWED TO John D. Murphy, Jr. ON OR BEFORE DECEMBER 5, 2023, BY THE COMPANY. FOR PURPOSES OF RULE 144, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON DECEMBER 5, 2023. NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 HALLMARK VENTURE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 7, 2023 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE

HLLK / Hallmark Venture Group Inc / Bent Bruce - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Hallmark Venture Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 406268102 (CUSIP Number) J.M. Walker & Associates 7841 South Garfield Way Centennial, CO 80122 (303) 850-7637 (Name, Address and Telephone Number of Person Authorized to Receive Notic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE GROU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-56477 HALLMARK VENTURE GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-56477 HALLMARK VENTURE GROUP, IN

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 HALLMARK VENTURE GROUP, INC. (Exact name of registrant as specified in its charter) Commission file number 000-56477 florida 34-2001531 (State or other jurisdiction of (I

$50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC dated April 6, 2023

Exhibit 10.1 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UND

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ............ 2.50 SEC FILE NUMBER 000-56477 FORM 12b-25 NOTIFICATION OF LATE FILING CUSIP NUMBER406268102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HALLMARK VENTURE GROUP, INC. (Exact

No. 34- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 (Amendment No. 1) GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HALLMARK VENTURE GROUP, INC. (Exact name of Registrant as specified in its charter) Florida 34-2001531 (State or other jurisdiction of incorporation or organization) (I.R.S. empl

* * *

MICHAEL T. CAMPOLI Partner DIRECT TEL: 212-326-0468 [email protected] February 14, 2023 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hallmark Venture Group, Inc. Registration Statement on Form 10-12G Filed January 17, 2023 File No. 000-56477 Ladies and Gentlemen: On behalf of Hallmark Venture Group, Inc. (the “Comp

Settlement Agreement and Stipulation dated as of September 17, 2020 by and between Hallmark Venture Group, Inc. and Green Horseshoe, LLC

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HALLMARK VENTURE GROUP, INC. (Exact name of Registrant

10-12G 1 form10-12g.htm No. 34- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HALLMARK VENTURE GROUP, INC. (Exact name of Registrant as specified in its charter) Florida 34-2001531 (State or other jurisdiction of incorporation or organization) (I.R.S

Hallmark Venture Group, Inc. ARTICLE 1 — SHAREHOLDERS

Exhibit 3.2 Bylaws Of Hallmark Venture Group, Inc. ARTICLE 1 — SHAREHOLDERS 1.1 Annual Meeting. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be designated by the board of directors. 1.2 Special Meeting. Special meetings of the shareholders, for

Articles of Incorporation

Exhibit 3.1

Promissory Note dated February 1, 2022 issued by Hallmark Venture Group., Inc. to JMJ Associates, LLC

EX-10.2 5 ex10-2.htm Exhibit 10.2 MANAGER PROMISSORY NOTE $300,000.00 As of February 1, 2022 Hallmark Venture Group, Inc. (“Maker”) promises to pay to the order of JMJ Associates, LLC (“Manager”), an entity controlled by John D. Murphy, Jr., or her/his/its successors or assigns (“Holder”) the principal sum of up to three hundred thousand Dollars and No Cents ($300,000.00) in lawful money of the Un

Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M Liverpool NY, 13088

Hallmark Venture Group, Inc. 5112 West Taft Road, Suite M Liverpool NY, 13088 November 7, 2022 Via Edgar Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Hallmark Venture Group, Inc. Registration Statement on Form 10-12G Filed September 8, 2022 File No. 000-56477 Application for Withdrawal Ladies and Gentlemen: Hallmark Venture Group, I

Articles of Incorporation

Exhibit 3.1

Promissory Note dated February 1, 2022 issued by Hallmark Venture Group., Inc. to JMJ Associates, LLC

Exhibit 10.2 MANAGER PROMISSORY NOTE $300,000.00 As of February 1, 2022 Hallmark Venture Group, Inc. (“Maker”) promises to pay to the order of JMJ Associates, LLC (“Manager”), an entity controlled by John D. Murphy, Jr., or her/his/its successors or assigns (“Holder”) the principal sum of up to three hundred thousand Dollars and No Cents ($300,000.00) in lawful money of the United States of Americ

Settlement Agreement and Stipulation dated as of September 17, 2020 by and between Hallmark Venture Group, Inc. and Green Horseshoe, LLC

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HALLMARK VENTURE GROUP, INC. (Exact name of Registrant

10-12G 1 form10-12g.htm No. 34- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 HALLMARK VENTURE GROUP, INC. (Exact name of Registrant as specified in its charter) Florida 34-2001531 (State or other jurisdiction of incorporation or organization) (I.R.S

Hallmark Venture Group, Inc. ARTICLE 1 — SHAREHOLDERS

EX-3.2 3 ex3-2.htm Exhibit 3.2 Bylaws Of Hallmark Venture Group, Inc. ARTICLE 1 — SHAREHOLDERS 1.1 Annual Meeting. A meeting of shareholders shall be held each year for the election of directors and for the transaction of any other business that may come before the meeting. The time and place of the meeting shall be designated by the board of directors. 1.2 Special Meeting. Special meetings of the