OTC: HLLK

General
Background of the Company

Hallmark
Venture Group, Inc. (“we”, “us”, “our” or the “Company”) was originally incorporated
in the State of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart
USA, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems,
Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On July 16, 2008, the Company changed its name to Hallmark
Venture Group, Inc. On March 22, 2022, the Company redomiciled and became a Florida corporation.

On
November 2, 2020, the Company entered into a Plan of Merger and Acquisition Agreement (the “Stonecrest Merger Agreement”),
pursuant to which the Company purchased Stonecrest Owner, LLC in exchange for the issuance of 10,000,000 shares of common stock and 100,000
shares of Series A preferred stock to the members of Stonecrest Owner, LLC. On July 12, 2021, the parties agreed to cancel and unwind
the transactions contemplated by the Stonecrest Merger Agreement. As a result, all of the shares of common stock and preferred stock
that were issued as part of that transaction were canceled.

On
January 11, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy,
Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“Murphy”),
and Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC,
both entities controlled by Paul Strickland (“Strickland”), and Steven Arenal and Aurum International Ltd., an entity controlled
by Steven Arenal (“Aurum”) and, pursuant to which Murphy, Strickland, and their respective control entities assigned the
Series A preferred shares controlled by each to Aurum. Strickland transferred 196,519 in restricted common shares to Aurum. In exchange,
Murphy and Strickland retained 5% equity in the Company, post-restructuring, and these shares have an 18-month anti-dilution provision
as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland also cancelled debts owed to each by
the Company. Strickland cancelled $83,342.25 in debts. Murphy cancelled $74,501 in debts. Murphy received $70,000 from Aurum in exchange
for partial debt cancellation delivered into Escrow on February 27, 2024. Aurum received a $77,000 10% convertible promissory note in
exchange for partially paying the Company’s debt owed to Murphy.

Pursuant to the CoC
Agreement, Murphy and Strickland would assign the Series A preferred shares controlled by each to Aurum, and Strickland was to transfer
196,519 restricted common shares to Aurum. In exchange, Murphy and Strickland would retain a 5% equity interest in the Company on a post-restructuring
basis, subject to an 18-month anti-dilution provision as set forth in the Anti-Dilution Agreement executed among the parties. In connection
with the CoC Agreement, Murphy and Strickland would have cancelled certain indebtedness owed to them by the Company. Strickland was to
cancel $83,342 in outstanding obligations, and Murphy was to cancel $74,501 in outstanding obligations. Murphy was to receive $70,000
from Aurum in partial consideration for the debt cancellation, which would have been delivered into escrow by February 27, 2024. The
Company issued Aurum a $77,000 convertible promissory note bearing interest at 10% per annum in partial satisfaction of the Company’s
indebtedness to Murphy. All consideration under the CoC Agreement was to be subject to the terms and conditions of the Escrow Agreement
executed among the parties.

On
January 11, 2024, John D. Murphy, Jr. resigned as Director and Officer of the Company and all other positions he held with the Company.

On
January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he held with the Company.

On
January 11, 2024, Steven Arenal was elected as Director of the Company and appointed Chief Executive Officer, President, and Secretary
of the Company.

On
February 27, 2024, Steve Arenal and Aurum International Ltd. were given notice of default and failure to perform on the agreements they
had signed, and Strickland and Murphy also gave notice of cancellation of all the foregoing agreements.

On
February 28, 2024, a special meeting of shareholders was held removing Arenal and reinstating Murphy and Strickland and reversing and
canceling all of the foregoing Aurum International Ltd / Arenal agreements.

On
February 28, 2024, the Company filed an 8-K disclosing the cancellation, termination, and failure to perform on the aforementioned Arenal
/ Aurum agreements.

3

On
March 4, 2024, The Company and its Board of Directors approved a 1:500 reverse split of the Company’s common stock.

On
March 7, 2024, The Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the 1:500
reverse split of the Company’s common stock. The reverse split was approved by FINRA effective April 24, 2025.

On
September 26, 2024, the Company and its Board of Directors 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 October 6, 2022 Selkirk Global Holdings,
LLC Note; vi) Cancellation of the April 6, 2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the December 12, 2023 Strickland
Convertible Exchange Note; viii); and the Company authorized its Secretary to open a bank account in the name of the Company.

On
September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into an Agreement and Plan of Reorganization (the
“Merger”) whereby the Company acquired 100% membership interests in Jubilee in exchange for 100,000 shares of Series
A Preferred Stock. As a result of the Merger, Jubilee became a wholly owned and operating subsidiary of the Company.

On
April 24, 2025, the 1:500 reverse split of the Company’s common stock processed by FINRA.

On
May 12, 2025, the Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, its former officer and director.
Under this agreement, the Company transferred 100% of its membership interest in Jubilee Intel, LLC to Mr. Bloomberg. In exchange,
Mr. Bloomberg transferred all 100,000 Series A Preferred Shares of the Company to Selkirk Global Holdings, LLC, an entity controlled
by Paul Strickland, the Company’s sole director and officer. This transaction resulted in the demerger of Jubilee Intel, LLC,
which ceased to be a wholly owned subsidiary of the Company. Though the demerger contract was executed on May 12, 2025, the Company effectively lost control of Jubilee on March 31, 2025. Accordingly,
Jubilee Intel, LLC has been presented as a discontinued operation as of December 31, 2024 until March 31, 2025, the date the Company effectively
lost control of it. All other agreements with Mr. Bloomberg were also terminated at that time.

On
August 7, 2025, the Company reinstated the related party debts that were cancelled pursuant to the failed Jubilee Merger.

Corporate
Information

Our
Company’s headquarters is located at 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144. Our telephone number is 877-646-4833.

Implications
of Being an Emerging Growth Company

In 2019 the Company qualified as an “emerging growth company” (“EGC”) as defined under
the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Pursuant to Section 2(a)(19)(B) of the Securities Act, the
Company ceased to qualify as an EGC at the end of the fiscal year ended December 31, 2024 — the fifth anniversary of the Company’s
initial registration. Accordingly, for fiscal year 2025 and thereafter, the Company is no longer an EGC and is no longer availing itself
of the reduced reporting and exemption provisions otherwise available to an EGC.

●
not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or
the Sarbanes-Oxley Act);

●
reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

●
exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
payments not previously approved.

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During the period in which the Company qualified as an EGC, the Company had elected to avail itself of the extended transition period for complying with new or revised accounting
standards. That extended transition period terminated when the Company ceased to qualify as an EGC at the end
of fiscal year 2024. All new and revised accounting standards are now being adopted by the Company on the same timeline as other public companies.