8-K: Hallmark Venture Group Announces Change of Control and Acquisition of Jubilee Intel, LLC

Hallmark Venture Group, Inc. has undergone a change of control, acquiring Jubilee Intel, LLC and appointing a new CEO, while also restructuring its debt and capital.

Summary

• Hallmark Venture Group, Inc. (HLLK) has entered into a series of agreements resulting in a change of control.
• Jubilee Intel, LLC has been acquired by HLLK in exchange for 100,000 shares of Series A Preferred Stock.
• As part of the transaction, existing preferred shares held by John D. Murphy, Jr. and Paul Strickland were transferred to Evan Bloomberg.
• Restricted common shares held by Paul Strickland were canceled.
• John D. Murphy, Jr. has resigned as Director and CEO, and Evan Bloomberg has been appointed as the new CEO and Director.
• HLLK has also cancelled several debt obligations totaling $243,000 with Archer & Greiner, P.C., and other notes with Selkirk Global Holdings, LLC and Paul Strickland.
• The company has ceased to be a shell company and will now operate the business of Jubilee, which is focused on search engine marketing (SEM).
• Jubilee's SEM platform uses machine learning and AI to automate and optimize digital advertising campaigns.

Sentiment

Score: 7

Explanation: The document indicates a significant positive shift for the company with the acquisition of an operating business and new management, but there are also risks associated with the restructuring and reliance on a new technology platform. The sentiment is cautiously optimistic.

Positives

• The acquisition of Jubilee Intel, LLC brings a new operating business to Hallmark Venture Group, Inc., moving it away from being a shell company.
• The appointment of Evan Bloomberg as CEO brings expertise in the SEM industry and AI integration.
• The cancellation of debt obligations improves the company's financial position.
• Jubilee's SEM platform offers a technologically advanced approach to digital advertising with potential for growth.
• The platform's use of machine learning and AI for automation and optimization could lead to increased efficiency and profitability.

Negatives

• The company was previously a shell company, indicating a lack of operational business prior to the acquisition.
• The change of control and restructuring may introduce uncertainty and risk.
• The company is reliant on the success of Jubilee's SEM platform, which may not perform as expected.
• The company is now dependent on a new management team with a new strategic direction.

Risks

• The success of the acquisition and the new business model is dependent on the performance of Jubilee's SEM platform.
• The company's financial performance is subject to the risks associated with the digital advertising market.
• The company may face challenges in integrating the new business and management team.
• There is a risk that the company may not be able to achieve its growth and acquisition goals.
• The anti-dilution agreement includes a clawback provision if the company does not raise $6,000,000 in a Tier 2 Regulation A+ offering within 12 months of qualification by the SEC, and a 100% clawback if less than $1,500,000 is raised.

Future Outlook

The company aims to expand rapidly, gain access to capital markets, and position itself for a future acquisition through the reverse merger and potential acquisitions. The company is also pursuing a Tier 2 Regulation A+ offering to raise capital.

Management Comments

• The Board of Directors of HLLK and the Manager of Jubilee have determined that the transaction described herein are in the best interest of both HLLK and Jubilee and their respective shareholders and members.

Industry Context

This announcement reflects a trend of companies seeking growth through acquisitions and reverse mergers, particularly in the technology sector. The focus on SEM and AI aligns with the increasing importance of digital marketing and data-driven strategies in today's business environment.

Comparison to Industry Standards

• The use of machine learning and AI in SEM is becoming increasingly common, with companies like Google and Facebook investing heavily in these technologies.
• Jubilee's platform aims to automate and optimize digital advertising campaigns, similar to other platforms like Marin Software and Kenshoo.
• The direct feed from Yahoo's partner network is a unique feature that could provide a competitive advantage.
• The company's strategic reverse merger is a common tactic for private companies to go public, similar to other recent examples in the tech industry.

Management Changes

Stakeholder Impact

• Shareholders will experience a change in the company's business model and management.
• Employees of both HLLK and Jubilee will be affected by the integration of the two companies.
• Customers of Jubilee will continue to receive services under the new ownership.
• Creditors of HLLK have had some debt obligations cancelled.

Next Steps

• The company will integrate Jubilee's business and operations.
• The company will seek shareholder approval for the board actions.
• The company will pursue a Tier 2 Regulation A+ offering to raise capital.
• The company will continue to develop and optimize its SEM platform.

Key Dates

Keywords

change of control, acquisition, search engine marketing, SEM, machine learning, artificial intelligence, debt cancellation, reverse merger, digital advertising, Evan Bloomberg, Jubilee Intel, Hallmark Venture Group