HLLK.OIDHallmark Venture Group, INC
10-K: Hallmark Venture Group Annual Report 2025
Sentiment:
Annual Report
Hallmark Venture Group, Inc. files its 2025 Form 10-K, detailing operational shifts, financial performance, and ongoing strategic pursuits.
Capital raiseThe company states that additional financing is necessary for it to continue as a going concern.Management intends to seek additional capital from new equity securities offerings, debt financing, and debt restructuring.The company anticipates that it will likely only be able to effect just one business combination or asset acquisition due to its limited capital, and may need capital as a condition of closing such a transaction.Additional issuances of equity or convertible debt securities will result in dilution to current shareholders.Additional financing may not be available upon acceptable terms, or at all.
Worse than expectedThe company reported no revenue from continuing operations for both 2025 and 2024.Operating expenses increased significantly in 2025.A substantial working capital deficit of $345,876 exists as of December 31, 2025.The company's independent auditors have raised substantial doubt about its ability to continue as a going concern.The company experienced a material restatement of its 2024 financial statements due to identified errors, indicating past reporting inaccuracies.
Summary
- Hallmark Venture Group, Inc. (HLLK) has filed its annual report for the fiscal year ended December 31, 2025.
- The company has ceased all historical business operations and is currently focused on identifying and pursuing new business opportunities, potentially through mergers or asset acquisitions.
- HLLK reported no revenue from continuing operations for both 2025 and 2024.
- Operating expenses increased to $228,095 in 2025 from $129,159 in 2024, primarily due to higher general, administrative, and professional fees related to the deconsolidation of Jubilee Intel, LLC and ongoing SEC reporting compliance.
- The company experienced a net loss from continuing operations of $126,948 in 2025, an improvement from a net loss of $368,832 in 2024.
- As of December 31, 2025, the company had $3,382 in cash and a working capital deficit of $345,876.
- The company's independent auditors have expressed substantial doubt about its ability to continue as a going concern.
- Significant corporate restructuring and debt-related transactions occurred throughout 2024 and 2025, including the demerger of Jubilee Intel, LLC and various debt conversions and cancellations.
- The company completed a 1:500 reverse stock split effective April 24, 2025.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as having a very negative sentiment due to the lack of revenue, significant net losses, material weaknesses in internal controls, and the auditor's substantial doubt about the company's ability to continue as a going concern.
Positives
- Net loss from continuing operations improved to $126,948 in 2025 from $368,832 in 2024, indicating a reduction in losses.
- The company's cash position, while small, remained stable at $3,382 as of December 31, 2025.
- Several debt obligations were converted into equity or cancelled, reducing liabilities.
- The company is actively seeking new business opportunities, which could lead to future growth.
Negatives
- The company generated no revenue from continuing operations in 2025 and 2024.
- Operating expenses increased significantly in 2025.
- A substantial working capital deficit of $345,876 exists as of December 31, 2025.
- The company's independent auditors have raised substantial doubt about its ability to continue as a going concern.
- The company has a history of significant net losses.
- The company's common stock is quoted on the Pink Open Market, indicating limited trading liquidity and visibility.
- The company experienced a material restatement of its 2024 financial statements due to identified errors.
Risks
- The company has limited capital resources and may not be able to secure additional financing necessary to continue operations or pursue its business plan.
- The company's ability to identify and implement a viable business strategy or complete a successful acquisition is uncertain.
- Any future business combination or asset acquisition may involve financially unstable or early-stage entities, posing inherent risks.
- The company's reliance on a single business combination or asset acquisition will increase investment risk due to lack of diversification.
- Additional issuances of equity or convertible debt securities will result in significant dilution to existing shareholders.
- The company may not be able to take advantage of prospective business endeavors or acquisition opportunities if adequate funds are not available.
- The company is subject to the risks and uncertainties inherent in early-stage companies, including evolving business models and revenue recognition challenges.
- The company's net operating loss carryforwards may be subject to annual limitations under Section 382 of the Internal Revenue Code, potentially reducing their future utility.
- The company's disclosure controls and procedures and internal control over financial reporting were not effective as of December 31, 2025, due to material weaknesses.
Future Outlook
Management intends to explore and identify business opportunities, potentially through a reverse merger, asset purchase, or similar transaction with an operating entity. The company anticipates incurring costs related to investigating, evaluating, and negotiating potential business combinations and filing SEC reports. There is no assurance that a viable business strategy will be identified or that it will result in profits. The company expects to require additional financing to maintain its existence as a shell company and to fund operations and potential acquisitions.
Management Comments
- "Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain."
- "Management intends to explore and identify business opportunities within the U.S. and other jurisdictions including a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction."
- "No assurances can be given that our management can identify and implement a viable business strategy or that any such strategy will result in profits."
- "Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development."
- "Additional financing is necessary for us to continue as a going concern."
- "Our management assessed the effectiveness of the Companys internal control over financial reporting at December 31, 2025, and this assessment identified the following material weaknesses in our internal control over financial reporting."
Industry Context
StockSavvy.ai notes that Hallmark Venture Group, Inc. is operating as a 'shell company' actively seeking a business combination. This strategy is common for companies with limited operational history or assets, aiming to leverage public market access for growth. The company's focus on identifying acquisition targets aligns with broader industry trends where established entities or startups seek capital and market visibility through reverse mergers.
Comparison to Industry Standards
- As a smaller reporting company and a shell company, direct comparison to industry standards for revenue, profitability, or operational efficiency is not applicable, as the company currently has no revenue-generating operations.
- The company's net loss and negative working capital are characteristic of pre-revenue or early-stage development companies, but the magnitude and the auditor's going concern opinion highlight significant financial challenges.
- The company's reliance on related party financing (Paul Strickland) for operational expenses is a common, though often scrutinized, practice for companies in this stage, contrasting with larger, more established firms that typically rely on diversified funding sources.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director and Officer | John D. Murphy, Jr. | Steven Arenal | 2024-01-11 | Resignation of John D. Murphy, Jr. and appointment of Steven Arenal. |
| Director and Officer | Paul Strickland | Steven Arenal | 2024-01-11 | Resignation of Paul Strickland and appointment of Steven Arenal. |
| Chief Executive Officer, President, and Secretary | John D. Murphy, Jr. | Steven Arenal | 2024-01-11 | Resignation of John D. Murphy, Jr. and appointment of Steven Arenal. |
| Director and Officer | Steven Arenal | John D. Murphy, Jr. and Paul Strickland | 2024-02-28 | Shareholders meeting removed Arenal and reinstated Murphy and Strickland. |
| Principal Executive Officer, Principal Financial Officer, sole Director | Steven Arenal | Paul Strickland | 2024-02-28 | Reinstatement of Paul Strickland. |
| Principal Executive Officer, Principal Financial Officer, sole Director | Paul Strickland | Paul Strickland | 2025-05-12 | Paul Strickland remains as sole Director and Officer after demerger of Jubilee Intel, LLC. |
| Former Principal Executive Officer, Former member of the Board of Directors | Evan Bloomberg | 2025-05-12 | Resignation of Evan Bloomberg. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Internal Control Assessment | Management concluded that the company's disclosure controls and procedures were not effective. Material weaknesses were identified in internal control over financial reporting, including lack of proper segregation of duties, inability to ensure timely and accurate transaction entry, inadequate accounting for complex transactions, absence of an independent audit committee, and failure to properly document internal control assessments. | 2025-12-31 | Significant risk of material misstatement in financial reporting and potential for undetected fraud. |
| Emerging Growth Company Status | The company ceased to qualify as an Emerging Growth Company (EGC) at the end of the fiscal year ended December 31, 2024, as it is the fifth anniversary of its initial registration. Consequently, for fiscal year 2025 and thereafter, the company is no longer availing itself of reduced reporting and exemption provisions. | 2025-01-01 | Increased reporting and compliance obligations, including the requirement to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (though not yet applicable as a smaller reporting company) and more extensive executive compensation disclosures. |
Legal Proceedings
- No legal proceedings were disclosed as of December 31, 2025.
Related Party Transactions
- Paul Strickland (Secretary, Director) and entities controlled by him (Selkirk Global Holdings, LLC, Beartooth Asset Holdings, LLC) are involved in numerous debt cancellations, conversions, and financing arrangements.
- John D. Murphy Jr. (Former CEO) was involved in debt cancellations and conversions.
- Evan Bloomberg (Former CEO) had a management agreement and was involved in the demerger of Jubilee Intel, LLC.
- The company's former Director, John D. Murphy, Jr., provides complimentary office space.
- The company has outstanding convertible notes payable to related parties, including Selkirk Global Holdings, LLC.
Stakeholder Impact
- Shareholders: Potential for significant dilution from future equity or convertible debt issuances. The company's current financial state and auditor's going concern opinion pose substantial risk to existing shareholders.
- Creditors: The company's ability to meet its obligations is uncertain, as indicated by the going concern warning. Several debt instruments have been converted or cancelled, impacting the creditor landscape.
- Management: Management faces challenges in securing financing, identifying viable business opportunities, and addressing material weaknesses in internal controls.
- Employees: The company's operational status as a shell company with no current revenue suggests limited employment opportunities and potential instability.
Next Steps
- Management intends to explore and identify business opportunities, potentially through a reverse merger, asset purchase, or similar transaction.
- The company anticipates incurring costs related to investigating, evaluating, and negotiating potential business combinations and filing SEC reports.
- The company will continue to seek additional capital from new equity securities offerings, debt financing, and debt restructuring.
Key Dates
| Date | Description |
|---|---|
| 1995-07-14 | Original incorporation of the company as CPC Office Systems, Inc. |
| 2020-11-02 | Entry into the Stonecrest Merger Agreement. |
| 2021-07-12 | Cancellation and unwinding of the Stonecrest Merger Agreement transactions. |
| 2022-06-20 | Endicott transferred preferred shares and common stock to Beartooth Asset Holdings, LLC. |
| 2022-07-07 | Beartooth Asset Holdings, LLC transferred Series A Preferred Shares to JMJ Associates, LLC. |
| 2023-04-06 | Issuance of a 10% Convertible Promissory Note to Selkirk Global Holdings, LLC. |
| 2023-12-05 | Issuance of a Convertible Exchange Note to John Murphy. |
| 2024-01-11 | Company entered into a Change of Control Agreement; John D. Murphy, Jr. and Paul Strickland resigned as Director and Officer. |
| 2024-01-11 | Steven Arenal elected as Director and appointed Chief Executive Officer, President, and Secretary. |
| 2024-02-27 | Notice of default and failure to perform on agreements signed by Steve Arenal and Aurum International Ltd.; Strickland and Murphy gave notice of cancellation. |
| 2024-02-28 | Shareholders meeting removed Arenal and reinstated Murphy and Strickland; Aurum International Ltd / Arenal agreements cancelled. |
| 2024-03-04 | Board of Directors approved a 1:500 reverse split of common stock. |
| 2024-03-07 | Company filed Amended and Restated Articles of Incorporation reflecting the 1:500 reverse split. |
| 2024-05-01 | Company issued a promissory note and warrant subscription agreement. |
| 2024-05-02 | Company entered into a $100,000 promissory note agreement. |
| 2024-09-20 | Debt cancellation agreement with a vendor for legal fee obligations. |
| 2024-09-26 | Company and Jubilee Intel, LLC entered into an Agreement and Plan of Reorganization (Merger). |
| 2024-10-09 | Company authorized issuance of up to $500,000 in non-convertible promissory notes. |
| 2024-10-15 | Company issued a $50,000 promissory note and warrant. |
| 2024-10-28 | Company issued a $33,000 promissory note and warrant. |
| 2024-11-04 | Company issued a $30,000 promissory note and warrant. |
| 2024-11-15 | Company issued a $25,000 promissory note and warrant. |
| 2024-11-19 | Company issued a $50,000 promissory note and warrant. |
| 2024-12-20 | Company issued a $25,000 promissory note and warrant. |
| 2025-01-01 | Fiscal year 2025 begins. |
| 2025-03-07 | Company issued a $50,000, 8% convertible promissory note. |
| 2025-04-24 | 1:500 reverse split of common stock processed by FINRA. |
| 2025-05-12 | Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, transferring its interest in Jubilee Intel, LLC. |
| 2025-05-14 | Company issued a $80,000, 6% convertible exchange note. |
| 2025-05-15 | Company issued six 6% convertible promissory notes with an aggregate principal amount of $232,187. |
| 2025-05-20 | Company issued 144,007 shares of common stock for legal fees. |
| 2025-05-30 | Company issued a $100,000, 6% convertible exchange note. |
| 2025-06-02 | Holder converted outstanding principal and accrued interest under six convertible notes. |
| 2025-06-03 | Holder converted a portion of the outstanding balance of a convertible note. |
| 2025-07-08 | Company issued a convertible promissory note with a face value of up to $50,000. |
| 2025-07-17 | Company issued a 6% Convertible Promissory Note to Selkirk Global Holdings, LLC. |
| 2025-07-21 | Mr. Murphy converted a convertible note into shares of common stock. |
| 2025-08-05 | Holder converted outstanding principal balance of a convertible note. |
| 2025-08-05 | Holder elected to convert outstanding principal balance of a convertible note. |
| 2025-08-07 | Mr. Strickland converted a convertible exchange note into shares of common stock. |
| 2025-08-12 | Selkirk Global Holdings, LLC converted convertible notes into shares of common stock. |
| 2025-08-25 | Company amended a convertible note to increase its face value. |
| 2025-12-31 | Fiscal year 2025 ends. |
| 2026-01-15 | A debt holder converted a Convertible Note. |
| 2026-02-09 | Selkirk Global Holdings, LLC converted a Convertible Note. |
| 2026-02-11 | Maturity date for a new 6% Convertible Promissory Note issued on January 15, 2026. |
| 2026-02-12 | Company issued a new 6% Convertible Promissory Note. |
| 2026-02-13 | Subsequent funding for a new 6% Convertible Promissory Note. |
| 2026-02-24 | Beartooth Asset Holdings, LLC transferred shares to the Hallmark Venture Group, Inc. Acquisition Account. |
| 2026-03-05 | Debt holder assigned debt owed by the Company to Nicholas Rutherford. |
| 2026-03-10 | Nicholas Rutherford converted debt into shares of common stock. |
| 2026-04-27 | Date of filing for the Form 10-K. |
Keywords
Hallmark Venture Group, Form 10-K, Annual Report, SEC Filing, Financial Statements, Going Concern, Shell Company, Business Acquisition, Reverse Stock Split, Debt Conversion, Net Loss, Operating Expenses
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