Hallmark Venture Group's Q3 Loss Widens Amid Asset Deconsolidation

Ticker: HLLK · Form: 10-Q · Filed: Nov 20, 2025 · CIK: 1331421

Hallmark Venture Group, Inc. 10-Q Filing Summary
FieldDetail
CompanyHallmark Venture Group, Inc. (HLLK)
Form Type10-Q
Filed DateNov 20, 2025
Risk Levelhigh
Pages15
Reading Time18 min
Key Dollar Amounts$0.001
Sentimentbearish

Sentiment: bearish

Topics: Micro-cap, Net Loss, Asset Deconsolidation, High Risk, Going Concern, Share Dilution, Corporate Governance Issues

TL;DR

**HLLK is a burning dumpster fire, avoid at all costs as assets vanish and losses mount.**

AI Summary

HALLMARK VENTURE GROUP, INC. (HLLK) reported a net loss of $760,649 for the nine months ended September 30, 2025, a significant deterioration from a net income of $17,680 in the same period of 2024. Revenue for the nine months ended September 30, 2025, was $20,872, with a gross margin of $18,192, compared to no revenue in the prior year. Total assets plummeted to $4,602 as of September 30, 2025, from $686,536 at December 31, 2024, primarily due to the deconsolidation of Jubilee Intel, LLC. The company's total liabilities also decreased substantially to $217,242 from $1,243,911, largely driven by a reduction in derivative liability from $510,154 to $189,014 and the extinguishment of notes payable. Operating expenses surged to $193,981 for the nine months ended September 30, 2025, up from $35,437 in 2024, with professional fees increasing to $63,698. The accumulated deficit widened to $4,235,157 by September 30, 2025, from $3,096,015 at December 31, 2024. Key changes include a loss on conversion of debt of $736,589 and a bad debt expense of $161,317 in 2025, alongside a significant change in the fair value of derivative liability, which contributed $1,178,621 in income.

Why It Matters

This filing reveals a company in significant financial distress, with a substantial net loss and a dramatic reduction in assets following the deconsolidation of Jubilee Intel, LLC. For investors, this signals extreme risk and potential for further value erosion, as the company's operational viability appears questionable with minimal cash and a large accumulated deficit. Employees face uncertainty given the company's precarious financial state. Customers, if any, might experience service disruptions. In the broader market, HLLK's struggles highlight the challenges faced by micro-cap companies with complex financial structures and frequent changes in control, potentially deterring investment in similar speculative ventures.

Risk Assessment

Risk Level: high — The risk level is high due to a net loss of $760,649 for the nine months ended September 30, 2025, and a drastic reduction in total assets from $686,536 to $4,602. The accumulated deficit of $4,235,157 and minimal cash balance of $4,602 indicate severe liquidity issues and going concern risk.

Analyst Insight

Investors should immediately divest any holdings in HLLK. The company's financial statements show a clear pattern of increasing losses, asset depletion, and significant operational instability, making it an unsuitable investment for any risk tolerance.

Financial Highlights

debt To Equity
N/A
revenue
$20,872
operating Margin
N/A
total Assets
$4,602
total Debt
$217,242
net Income
-$760,649
eps
N/A
gross Margin
87.1%
cash Position
$4,602
revenue Growth
N/A

Key Numbers

  • $760,649 — Net Loss (For the nine months ended September 30, 2025, compared to $17,680 net income in 2024.)
  • $4,602 — Total Assets (As of September 30, 2025, down from $686,536 at December 31, 2024.)
  • $217,242 — Total Liabilities (As of September 30, 2025, down from $1,243,911 at December 31, 2024.)
  • $4,235,157 — Accumulated Deficit (As of September 30, 2025, widened from $3,096,015 at December 31, 2024.)
  • $20,872 — Revenue (For the nine months ended September 30, 2025, compared to $0 in 2024.)
  • $193,981 — Total Operating Expenses (For the nine months ended September 30, 2025, up from $35,437 in 2024.)
  • $736,589 — Loss on Conversion of Debt (For the nine months ended September 30, 2025, compared to $0 in 2024.)
  • $1,178,621 — Change in Fair Value of Derivative (Income for the nine months ended September 30, 2025, compared to $261,984 in 2024.)
  • 63,931,929 — Common Stock Outstanding (As of November 19, 2025, significantly increased from 1,049,794 at December 31, 2024.)
  • $161,317 — Bad Debt Expense (For the nine months ended September 30, 2025, compared to $0 in 2024.)

Key Players & Entities

  • HALLMARK VENTURE GROUP, INC. (company) — Registrant
  • Jubilee Intel, LLC (company) — Deconsolidated subsidiary
  • Paul Strickland (person) — Company's sole director and officer
  • John D. Murphy, Jr. (person) — Former President CEO and Director
  • Steven Arenal (person) — Former Director and CEO
  • Aurum International Ltd. (company) — Entity involved in change of control agreement
  • Selkirk Global Holdings, LLC (company) — Entity controlled by Paul Strickland
  • Evan Bloomberg (person) — Former officer and director
  • SEC (regulator) — Securities and Exchange Commission
  • FINRA (regulator) — Financial Industry Regulatory Authority

FAQ

What caused Hallmark Venture Group's assets to decrease so significantly?

Hallmark Venture Group's total assets decreased from $686,536 at December 31, 2024, to $4,602 at September 30, 2025, primarily due to the deconsolidation of Jubilee Intel, LLC on May 12, 2025. This transaction involved transferring 100% of its membership interest in Jubilee Intel, LLC.

How did the deconsolidation of Jubilee Intel, LLC impact HLLK's financial statements?

The deconsolidation of Jubilee Intel, LLC on May 12, 2025, led to a significant reduction in HLLK's total assets, as assets from discontinued operations of $577,581 were removed from the balance sheet. It also eliminated liabilities from discontinued operations of $26,161.

What were the primary drivers of Hallmark Venture Group's net loss in Q3 2025?

The primary drivers of Hallmark Venture Group's net loss of $760,649 for the nine months ended September 30, 2025, included a loss on conversion of debt of $736,589, a bad debt expense of $161,317, and increased general and administrative expenses of $80,283.

Who controls Hallmark Venture Group, Inc. as of September 30, 2025?

As of September 30, 2025, Selkirk Global Holdings, LLC, an entity controlled by Paul Strickland, the Company's sole director and officer, holds the 100,000 Series A Preferred Shares, which represent the voting control interest in the Company.

What is the current cash position of Hallmark Venture Group?

As of September 30, 2025, Hallmark Venture Group's cash balance was $4,602, a slight increase from $3,629 at December 31, 2024, but still critically low for ongoing operations.

Has Hallmark Venture Group experienced any significant changes in its common stock outstanding?

Yes, the number of common shares outstanding for Hallmark Venture Group increased dramatically from 1,049,794 at December 31, 2024, to 63,931,929 as of November 19, 2025. This increase was largely due to stock issued for corporate restructuring and conversion of debt.

What are the key risks highlighted in Hallmark Venture Group's 10-Q filing?

The filing implicitly highlights significant risks including severe liquidity issues with only $4,602 in cash, a substantial accumulated deficit of $4,235,157, and a history of frequent changes in control and complex debt conversions, all pointing to a high going concern risk.

Did Hallmark Venture Group generate any revenue in the latest quarter?

For the three months ended September 30, 2025, Hallmark Venture Group reported no revenue. However, for the nine months ended September 30, 2025, the company reported $20,872 in revenue.

What was the impact of derivative liability on Hallmark Venture Group's financials?

The change in fair value of derivative liability resulted in an income of $1,178,621 for the nine months ended September 30, 2025, significantly impacting the company's net loss. The derivative liability itself decreased from $510,154 at December 31, 2024, to $189,014 at September 30, 2025.

What is the history of name changes for Hallmark Venture Group, Inc.?

Hallmark Venture Group, Inc. has undergone several name changes: CPC Office Systems, Inc. (July 14, 1995), Homesmart USA, Inc. (July 12, 1999), Speech Phone, Inc. (March 6, 2008), Smart Truck Systems, Inc. (March 8, 2006), and finally Hallmark Venture Group, Inc. (July 16, 2008).

Risk Factors

  • Significant Deterioration in Financial Performance [high — financial]: The company reported a net loss of $760,649 for the nine months ended September 30, 2025, a stark contrast to a net income of $17,680 in the same period of 2024. This deterioration is accompanied by a substantial increase in operating expenses to $193,981 from $35,437, driven partly by a $63,698 increase in professional fees.
  • Plummeting Asset Base and Widening Deficit [high — financial]: Total assets have drastically fallen to $4,602 as of September 30, 2025, from $686,536 at December 31, 2024, due to the deconsolidation of Jubilee Intel, LLC. Concurrently, the accumulated deficit has widened to $4,235,157 from $3,096,015, indicating a significant erosion of shareholder value.
  • Loss on Conversion of Debt and Bad Debt Expense [high — financial]: The company incurred a significant loss on conversion of debt of $736,589 and a bad debt expense of $161,317 during the nine months ended September 30, 2025. These items, not present in the prior year, heavily contributed to the net loss.
  • Dependence on Derivative Fair Value Changes [medium — financial]: While the company reported a net loss, a significant change in the fair value of derivative liability contributed $1,178,621 in income for the nine months ended September 30, 2025. This highlights a potential volatility and reliance on non-operational financial instruments for income.
  • Deconsolidation of Subsidiary Impact [medium — operational]: The deconsolidation of Jubilee Intel, LLC on May 12, 2025, led to a dramatic decrease in total assets from $686,536 to $4,602. This event significantly altered the company's balance sheet and financial reporting structure.
  • Increased Operating Expenses [medium — financial]: Total operating expenses surged to $193,981 for the nine months ended September 30, 2025, from $35,437 in the prior year. Professional fees, a component of these expenses, increased to $63,698, indicating higher costs associated with operations or compliance.
  • Substantial Reduction in Liabilities [low — financial]: Total liabilities decreased substantially to $217,242 from $1,243,911, primarily due to a reduction in derivative liability from $510,154 to $189,014 and the extinguishment of notes payable. While this reduces leverage, it also reflects significant financial restructuring or settlements.
  • Increase in Common Stock Outstanding [medium — financial]: The number of common stock outstanding has increased significantly to 63,931,929 as of November 19, 2025, from 1,049,794 at December 31, 2024. This substantial dilution could impact future earnings per share and shareholder value.

Industry Context

HALLMARK VENTURE GROUP, INC. operates in a challenging environment, characterized by intense competition and evolving market dynamics. The company's recent financial performance, marked by a significant net loss and a drastic reduction in assets, suggests it is struggling to gain traction or adapt to industry pressures. The focus on financial instruments and the impact of subsidiary deconsolidation indicate a period of significant restructuring rather than organic growth.

Regulatory Implications

As a publicly traded entity, HALLMARK VENTURE GROUP, INC. is subject to SEC regulations and US GAAP. The significant changes in financial reporting, including subsidiary deconsolidation and substantial shifts in liabilities and assets, require meticulous disclosure and adherence to accounting standards to maintain transparency and investor confidence.

What Investors Should Do

  1. Monitor future revenue generation and cost control measures.
  2. Analyze the sustainability of gains from derivative fair value changes.
  3. Evaluate the impact of the substantial increase in common stock outstanding.
  4. Assess the reasons behind the large loss on conversion of debt and bad debt expense.

Key Dates

  • 2025-09-30: Nine months ended September 30, 2025 financial reporting period — Reports a net loss of $760,649, significant increase in operating expenses, and a drastic reduction in total assets due to subsidiary deconsolidation.
  • 2025-05-12: Deconsolidation of Jubilee Intel, LLC — Marked the date from which Jubilee Intel, LLC was no longer a consolidated subsidiary, leading to a substantial decrease in the company's reported assets.
  • 2024-12-31: Year-end financial reporting date — Reported total assets of $686,536 and total liabilities of $1,243,911, with a net income of $17,680 for the comparable prior period.

Glossary

Deconsolidation
The process of removing a subsidiary from a parent company's consolidated financial statements, typically when the parent no longer has control over the subsidiary. (Explains the significant drop in HALLMARK VENTURE GROUP's total assets from $686,536 to $4,602 due to the deconsolidation of Jubilee Intel, LLC.)
Derivative Liability
A financial obligation arising from a derivative contract, whose value is derived from an underlying asset, index, or rate. Changes in its fair value can significantly impact financial results. (The reduction in derivative liability from $510,154 to $189,014 was a major factor in the decrease of total liabilities. A $1,178,621 gain from its fair value change also impacted net income.)
Accumulated Deficit
The cumulative net losses of a company that have not been offset by net income. It represents a negative balance in retained earnings. (The accumulated deficit widened to $4,235,157, indicating ongoing unprofitability and a significant erosion of equity.)
Loss on Conversion of Debt
A loss recognized when debt is converted into equity or another form of capital, often due to the fair value of the equity being less than the carrying amount of the debt. (A substantial loss of $736,589 from debt conversion significantly contributed to the net loss for the period.)
Bad Debt Expense
An expense recognized for accounts receivable that are deemed uncollectible. (The recognition of $161,317 in bad debt expense in the current period negatively impacted net income.)
Gross Margin
The difference between revenue and cost of goods sold, expressed as a percentage of revenue. It indicates profitability from core operations before other expenses. (The company reported a gross margin of $18,192 on $20,872 in revenue, resulting in a high gross margin percentage of 87.1%.)

Year-Over-Year Comparison

Compared to the prior year's comparable period, HALLMARK VENTURE GROUP, INC. has experienced a dramatic financial downturn. Revenue has shifted from $0 to $20,872, but this is overshadowed by a net loss of $760,649, a stark contrast to the prior year's net income of $17,680. Total assets have plummeted from $686,536 to $4,602, primarily due to subsidiary deconsolidation, while total liabilities have also significantly decreased from $1,243,911 to $217,242. Operating expenses have surged from $35,437 to $193,981, and the accumulated deficit has widened considerably.

Filing Stats: 4,623 words · 18 min read · ~15 pages · Grade level 15 · Accepted 2025-11-19 19:26:37

Key Financial Figures

  • $0.001 — ction 12(g) of the Act: Common Stock, $0.001 par value Title of Class Indicate b

Filing Documents

- FINANCIAL INFORMATION

PART I. - FINANCIAL INFORMATION 3 Item 1.

Financial Statements

Financial Statements. 3 Item 2.

Management's Discussion and Analysis of Financial Condition and Plan of Operations

Management's Discussion and Analysis of Financial Condition and Plan of Operations. 24 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 27 Item 4

Controls and Procedures

Controls and Procedures. 27

- OTHER INFORMATION

PART II - OTHER INFORMATION 28 Item 1. Legal Proceedings. 28 Item 1A. Risk Factors. 28 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 28 Item 3. Defaults Upon Senior Securities. 28 Item 4. Mine Safety Disclosures 28 Item 5. Other Information. 28 Item 6. Exhibits. 28

Signatures

Signatures 29 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements HALLMARK VENTURE GROUP, INC. Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024 4 Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 5 Condensed Statements of Stockholders' Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited) 6 Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited) 7 Notes to the Condensed Financial Statements (unaudited) 8 3 HALLMARK VENTURE GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 4,602 $ 3,629 Note receivable, net — 105,326 Assets from discontinued operations — 577,581 Total Assets $ 4,602 $ 686,536 LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Accounts payable and accrued liabilities $ 8,964 $ 26,381 Accrued compensation — 56,666 Due to related parties 6,500 826 Convertible notes payable – related party, net of discount of $ 16,027 and $ 0 , respectively 4,150 74,501 Convertible notes payable – net of debt discount of $ 27,959 and $ 33,333 , respectively 7,841 317,452 Convertible notes payable 7,841 317,452 Accrued interest – related party 279 Notes payable — 216,960 Accrued interest 494 14,810 Derivative liability 189,014 510,154 Liabilities from discontinued operations — 26,161 Total Current Liabilities 217,242 1,243,911 Total Liabilities 217,242 1,243,911 COMMITMENTS AND CONTINGENCIES - - STOCKHOLDERS' DEFICIT: Series A Preferred stock, 200,000 shares authorized, $ 0.001 par value; 100,000 and 100,000 issued and outstanding, respectively 100 100 Common stock, 2,499,900,000 shares authorized, $ 0.001 par value; 63,931,929 and 1,049,794 issued and outstanding, respectively

financial statements as of September 30, 2025

financial statements as of September 30, 2025. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of ("US. GAAP") as found in the Accounting Standards Codification ("ASC"), and the Accounting Standards Update ("ASU") of the Financial Accounting Standards Board ("FASB") and are expressed in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company's Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission. 9 Use of Estimates The preparation of consolidated 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 consolidated financial 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 unaudited consolida

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