Hallmark Venture Group Reports Major Corporate Changes

TL;DR

Hallmark Venture Group is out of shell status, has new execs/directors, and completed an asset deal. Big changes ahead.

AI Summary

Hallmark Venture Group, Inc. announced on September 20, 2024, a significant change in its corporate structure, including a change in shell company status and a completion of an acquisition or disposition of assets. The filing also detailed the departure of directors or certain officers, the election of new directors, and the appointment of new officers, alongside compensatory arrangements. This marks a pivotal moment for the company, indicating a shift in its operational and leadership landscape.

Why It Matters

This 8-K filing signals a substantial transformation for Hallmark Venture Group, Inc., potentially impacting its business strategy, leadership, and future market performance.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate restructuring, including changes in control and asset disposition, which can introduce uncertainty and risk.

Key Players & Entities

• HALLMARK VENTURE GROUP, INC. (company) — Registrant
• September 20, 2024 (date) — Date of earliest event reported
• 000-56477 (other) — Commission file number

FAQ

Key Financial Figures

• $243,000 — Archer & Greiner, P.C., and a total of $243,000 of legacy legal debts were canceled.

Filing Documents

• form8-k.htm (8-K) — 88KB
• ex10-01.htm (EX-10.01) — 20KB
• ex10-02.htm (EX-10.02) — 22KB
• ex10-03.htm (EX-10.03) — 68KB
• ex10-04.htm (EX-10.04) — 97KB
• ex10-05.htm (EX-10.05) — 50KB
• ex10-06.htm (EX-10.06) — 59KB
• ex10-07.htm (EX-10.07) — 24KB
• ex10-08.htm (EX-10.08) — 24KB
• ex10-09.htm (EX-10.09) — 24KB
• ex10-10.htm (EX-10.10) — 8KB
• 0001493152-24-039074.txt ( ) — 731KB
• hllk-20240920.xsd (EX-101.SCH) — 3KB
• hllk-20240920_lab.xml (EX-101.LAB) — 33KB
• hllk-20240920_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT On September 20, 2024, Hallmark Venture Group, Inc. entered into a Debt Cancellation Agreement with Archer & Greiner, P.C., and a total of $243,000 of legacy legal debts were canceled. On September 26, 2024, Hallmark Venture Group, Inc. (the "Company") and its Board of Directors of the Company 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 10/06/2022 Selkirk Global Holdings, LLC Note; vi) Cancellation of the 04/06/2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the 12/12/2023 Strickland Convertible Exchange Note; viii); ix); xi) the Company authorized its Secretary to open a bank account in the name of the Company. A copy of the aforementioned documents which are filed as Exhibits hereto and incorporated by reference in this Current Report on Form 8-K.

01 COMPLETION OF ACQUISITION

ITEM 2.01 COMPLETION OF ACQUISITION. On September 26, 2024, the Company and Jubilee Intel, LLC ("Jubilee") entered into that certain Agreement and Plan of Reorganization (the "Merger") whereby the Company acquired 100% membership interests in and to Jubilee in exchange for 100,000 shares of Series A Preferred Stock. As a result of the Merger, Jubilee has become a wholly owned and operating subsidiary of the Company. Prior to the Merger, we ceased being an operating company and became a "shell company". Pursuant to the Merger, we acquired the business of Jubilee to engage in the business of search engine marketing ("SEM"). 2 Form 10 Information About Jubilee Executive Summary Our company's proprietary SEM platform automates the creation, optimization, and scaling of digital advertising campaigns across key platforms like Facebook, GDN, and Taboola. By leveraging a direct feed from Yahoo's partner network, we access real-time data that significantly enhances campaign performance. Through the integration of machine learning and AI, our platform optimizes ad spend, scales profitable campaigns, and pauses or restructures underperforming ones in real time. In addition to our technological advancements, we are pursuing a strategic reverse merger into a fully reporting public shell company. This move will enable us to expand rapidly, gain access to capital markets, and position ourselves for a future acquisition. Our reverse merger, combined with a potential acquisition, provides a pathway for sustained growth and increased market presence. SEM Automation and Machine Learning Our platform integrates machine learning and AI to automate the entire SEM process, from keyword research to campaign generation and optimization. This system eliminates the need for manual intervention, drastically reducing the time and resources required for effective SEM management. Keyword Research: Our platform analyzes massive datasets of search queries, user behaviors, and

01 CHANGES IN CONTROL OF REGISTRANT

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT. Pursuant to the Change of Control Agreement referenced in Item 1.01, Evan Bloomberg was assigned 100,000 shares of Series A Preferred Stock. By virtue of this stock assignment, Mr. Bloomberg assumed full voting control of the Company. 5

02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. On September 26, 2024, John D. Murphy, Jr resigned as Director and CEO of the Company. On September 26, 2024, Evan Bloomberg was nominated as Director of the Company and appointed CEO of the Company. Evan Bloomberg (33) has over 13 years of experience in the SEM industry and has been a driving force behind integrating machine learning and AI into marketing strategies. One of the early innovators in this space, Evan's technical vision has reshaped how the company approaches automation and data-driven decision-making. A Georgetown University graduate with a degree in Computer Science, Evan combined his technical knowledge with strategic marketing to push the boundaries of what's possible in SEM. His leadership has been a cornerstone of the company's growth, driving both technological advancements and market expansion. Outside of work, Evan's competitive nature shines through his background as a Division 1 track athlete and his dedication to Mixed Martial Arts, where he holds an undefeated amateur record. His focus, discipline, and technical expertise have been key to the company's continued innovation and success in the fast-evolving SEM and AI landscape.

06 CHANGE IN SHELL COMPANY STATUS

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS. Prior to the Merger, we were a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Merger, we have ceased to be a shell company. The information contained in this Current Report constitutes the current "Form 10 Information" necessary to satisfy the conditions contained in Rule 144(i)(2) of the Securities Act. The information included in Item 1.01, Item 2.01, Item 5.01, Item 5.02 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT INDEX Exhibit Number Description 10.01 Debt Cancellation Agreement with Archer & Greiner, P.C. 10.02 Board Resolution 10.03 Agreement and Plan of Reorganization 10.04 Change of Control Agreement 10.05 Escrow Agreement 10.06 Anti-Dilution Agreement 10.07 Cancellation of the 10/06/2022 Selkirk Global Holdings, LLC Note 10.08 Cancellation of the 12/12/2023 Strickland Convertible Exchange Note 10.09 Cancellation of the 04/06/2023 Selkirk Global Holdings, LLC Note 10.10 John D. Murphy, Jr resigned as Director and CEO of the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 6

SIGNATURES

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 hereunto duly authorized. Dated: October 1, 2024 Hallmark Venture Group, Inc. By: /s/ Evan Bloomberg Name: Evan Bloomberg Title: Chief Executive Officer 7

View Full Filing

View this 8-K filing on SEC EDGAR