Welcome to our dedicated page for Hallmark Venture SEC filings (Ticker: HLLK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Hallmark Venture Group, Inc. filings document reporting-status disclosures for its periodic reports, including Form 12b-25 notifications for annual and quarterly filings. The notices identify the registrant, the affected Form 10-K or Form 10-Q period, and the company's reliance on Rule 12b-25 timing provisions when a periodic report could not be filed by the prescribed date without unreasonable effort or expense.
Hallmark Venture Group, Inc. completed a change in control on June 10, 2026 when EQUORIX LLC acquired 100,000 shares of Series A Preferred Stock and 50,000,000 shares of common stock pursuant to a Change in Control Agreement. The Series A Preferred Stock constitutes 100% of that series and carries voting control; the acquired common stock represents 75.55% of the Company’s outstanding common shares.
The acquisition resulted in a new majority Board: Cho Soon-sik, Dong Wook Chung and In Chul Chung were appointed as directors and executive officers, with Paul L. Strickland remaining a director. Related agreements executed at closing include an Intellectual Property Transfer and Technology Assignment Agreement, an Exclusive License-Back Agreement granting Sundori Korea exclusive Korea rights, a Master Services Agreement for factory/setup and training services, and an 8% convertible promissory note to EQUORIX (draw-down facility, $100,000 face value).
Hallmark Venture Group, Inc. entered into an Assignment of Debt Agreement with SB Technology Holdings, Inc., a related party, to transfer its rights in an on-demand promissory note from Traderverse, Inc.
The Traderverse Note had an original principal of $100,000, carried 8.0% annual interest, and matured on or about October 29, 2024, but remained unpaid for more than eighteen months. As of December 31, 2025, the outstanding balance was about $113,752, including accrued interest. The Company had already deemed the note impaired and written down its carrying value.
Hallmark sold the impaired note to SB Tech on an “as is, where is,” non-recourse basis for $1,000 in cash, which the Board determined to be fair value in its impaired condition. Because Hallmark and SB Tech are under common control and share a director/secretary, the deal is treated as a related party and director’s conflicting interest transaction under Florida law, and was approved by the Board after full disclosure.
Hallmark Venture Group, Inc. reported a Q1 2026 net loss of $273,496 with no revenue, reflecting that its historical operations have ceased and it now functions as a holding company seeking a new operating business.
Operating expenses fell to $38,571 from $58,010 a year earlier, but other expense remained heavy due to amortization of debt discounts and a $140,937 loss from changes in derivative liability values. Cash was only $1,946 and total assets $1,946 versus liabilities of $176,636, leaving a stockholders’ deficit of $174,690. Management discloses substantial doubt about the company’s ability to continue as a going concern and notes dependence on future equity or debt financing, including frequent use of deeply discounted convertible promissory notes and related derivative liabilities.
Hallmark Venture Group, Inc. filed an amended annual report for 2025 restating key debt and derivative balances. The company reported no revenue and a net loss from continuing operations of $1,696,172 for 2025, significantly higher than the restated 2024 loss of $368,832.
Hallmark operates as a shell with no ongoing business, relying on related-party financing while seeking a reverse‑merger or acquisition. Total liabilities fell from $1,497,644 to $398,868 mainly through conversions and settlements, but the auditor expressed substantial doubt about the company’s ability to continue as a going concern.
Hallmark Venture Group, Inc. filed a Form 12b-25 notification stating it requires additional time to complete its Quarterly Report on Form 10-Q for the period ended March 31, 2026. Management and the independent registered public accounting firm have not completed their review of the unaudited interim condensed financial statements and related disclosures. The company anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date under Rule 12b-25(b)(2)(ii). The registrant signed the notification on May 15, 2026, and states no significant change in results of operations is anticipated for the quarter, noting it remains a shell company with limited operations.
Hallmark Venture Group, Inc. reports another year with no operating revenue in 2025 and a net loss from continuing operations of $126,948, narrower than the 2024 loss of $368,832 (or $672,060 including discontinued operations).
At December 31, 2025, the company had only $3,382 in cash, total assets of $3,382 and current liabilities of $349,258, resulting in a working capital deficit of $345,876 and an accumulated deficit of $3,745,941. The auditor flagged substantial doubt about its ability to continue as a going concern, and 2024 results were restated.
Hallmark remains a shell company with no continuing operations, relying on related-party funding and highly dilutive convertible notes and derivative liabilities (derivative liability $102,670 at year-end) while it seeks a reverse merger or asset acquisition after discontinuing its Jubilee Intel, LLC business.
Hallmark Venture Group, Inc. reports that NICOSEL, LLC beneficially owns 3,623,943 shares of common stock, equal to 5.5% of the class. The filing lists sole voting and dispositive power for the same share amount and is signed by Salvatore Lauria, Manager, on 04/27/2026.
Hallmark Venture Group, Inc. notified the SEC that its Form 10-K for the fiscal year ended December 31, 2025 could not be filed on time because the audit of the 2025 financial statements had not been completed prior to the close of business on March 26, 2026.
The notification names Paul Strickland as the contact and is executed by him as Principal Financial Officer.
Hallmark Venture Group, Inc. (HLLK) reports that it is now effectively a shell company after discontinuing its only operating segment, Jubilee Intel LLC, and deconsolidating it as of September 30, 2025. For the nine months ended September 30, 2025, the company generated $20,872 of advertising revenue but recorded a net loss of $760,649, driven largely by interest, amortization of debt discounts, losses on convertible debt and bad debt expense on a fully reserved note receivable.
At September 30, 2025, Hallmark held cash of $4,602, total assets of $4,602, total liabilities of $217,242 and a stockholders’ deficit of $212,640, including a derivative liability of $189,014. Common shares outstanding rose sharply to 63,931,929 from 1,049,794 at December 31, 2024 due to extensive conversions of debt and related-party restructurings, despite a 1‑for‑500 reverse stock split becoming effective in April 2025. Management concludes that the company’s low cash, accumulated deficit and lack of active revenue-generating operations raise substantial doubt about its ability to continue as a going concern.
Hallmark Venture Group, Inc. (HLLK) filed a Form 12b-25 (NT 10-Q) to notify of a late quarterly report for the period ended September 30, 2025. The company states the Form 10-Q could not be filed without unreasonable effort or expense because the review of its financial statements for that period was not completed by the close of business on November 14, 2025.
The notice is signed by Paul Strickland, Principal Financial Officer, and lists a company contact number.