UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 000-56477

HALLMARK VENTURE GROUP, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida

34-2001531

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1800 N Town Center Drive, STE 100, Las Vegas, NV 89144

(Address of Principal Executive Offices with Zip Code)

Registrant’s telephone number, including area code 877-646-4833

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐☒ No ☒☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

State the aggregate market value of the voting and non-voting common equity held by non-affiliates: $1,691,940.48 based on 497,629,552 non-affiliate shares outstanding at $0.0034 per share, which is the price at which the common shares were last sold on the last business day of the registrant’s most recently completed second fiscal quarter.

As of the date of this filing, there were ~~523~~65,~~925~~929,~~844~~131 shares of the issuer’s common stock outstanding.

HALLMARK VENTURE GROUP, INC.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	65
Item 1B.	Unresolved Staff Comments	65
Item 2.	Property	75
Item 3.	Legal Proceedings	75
Item 4.	Mine Safety Disclosures	75
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5
Item 6.	[Reserved]	86
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	86
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	108
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	119
Item 9A.	Controls and Procedures	119
Item 9B.	Other Information	1210
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	1210
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1210
Item 11.	Executive Compensation	1412
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1513
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1614
Item 14.	Principal Accountant Fees and Services	1715
PART IV
Item 15.	Exhibits, and Financial Statement Schedules	1816
Item 16	Form 10-K Summary	1816
	Signatures	1917

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Forward-Looking Statements

Unless the context indicates otherwise, as used in this Annual Report, the terms “HLLK,” “we,” “us,” “our,” “our company” and “our business” refer, to HALLMARK VENTURE GROUP, INC., including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

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 ~~September~~January 2611, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and ~~Jubilee~~between ~~Intel~~John D. Murphy, Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“~~Jubilee~~Murphy”), and ~~entered~~Paul ~~into~~Strickland, ~~that~~the ~~certain~~Company’s ~~Agreement~~Director and ~~Plan~~Secretary, ofand ~~Reorganization~~Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, both entities controlled by Paul Strickland (~~the~~“Strickland”), and Steven Arenal and Aurum International Ltd., an entity controlled by Steven Arenal (“~~Merger~~Aurum”) ~~whereby~~and, pursuant to which Murphy, Strickland, and their respective control entities assigned the Series ~~Company~~A ~~acquired~~preferred ~~100%~~shares ~~membership~~controlled ~~interests~~by each to Aurum. Strickland transferred 196,519 in ~~and~~restricted common shares to ~~Jubilee~~Aurum. inIn exchange, Murphy ~~for~~and ~~100~~Strickland retained 5% equity in the Company,~~000~~ post-restructuring, and these shares ofhave an 18-month anti-dilution provision ~~Series~~as Adescribed ~~Preferred~~in ~~Stock~~the Anti-Dilution Agreement executed between the Parties. AsMurphy aand ~~result~~Strickland ofalso cancelled debts owed to each by the ~~Merger~~Company. Strickland cancelled $83,342.25 ~~Jubilee~~in ~~has~~debts. ~~become~~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 ~~wholly~~$77,000 ~~owned~~10% ~~and~~convertible ~~operating~~promissory ~~subsidiary~~note ofin exchange for partially paying the Company’s debt owed to Murphy.

~~About~~Pursuant to the CoC ~~Jubilee~~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.

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

~~Our~~On ~~company’s~~January ~~proprietary SEM platform automates the creation~~11, ~~optimization~~2024, ~~and~~Paul ~~scaling~~Strickland ofresigned ~~digital~~as ~~advertising~~Director ~~campaigns across key platforms like Facebook, GDN,~~ and ~~Taboola.~~Officer Byof ~~leveraging a direct feed from Yahoo’s partner network, we access real-time data that significantly enhances campaign performance. Through~~ the ~~integration~~Company ~~of machine learning~~ and ~~AI,~~all ~~our~~other ~~platform~~positions ~~optimizes~~he adheld ~~spend,~~with ~~scales profitable~~the ~~campaigns, and pauses or restructures underperforming ones in real time~~Company.

InOn ~~addition~~January to11, ~~our technological advancements~~2024, ~~our~~Steven ~~transition~~Arenal ~~into~~was ~~the~~elected ~~public~~as ~~markets~~Director isof ~~enabling~~the usCompany ~~to expand rapidly,~~ and ~~gain~~appointed ~~access to~~Chief ~~capital~~Executive ~~markets. Our reverse merger~~Officer, ~~combined with a potential acquisition~~President, ~~provides a pathway for sustained growth~~ and ~~increased~~Secretary ~~market~~of ~~presence~~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.

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

~~Our~~On ~~platform~~March ~~integrates~~7, ~~machine~~2024, ~~learning~~The ~~and~~Company AIfiled tothe ~~automate~~Amended ~~the~~and ~~entire~~Restated ~~SEM~~Articles ~~process,~~of ~~from~~Incorporation ~~keyword~~with ~~research~~Florida toSecretary ~~campaign~~of ~~generation~~State ~~and~~reflecting ~~optimization.~~the 1:500 ~~This~~reverse ~~system~~split ~~eliminates~~of the ~~need~~Company’s ~~for~~common ~~manual~~stock. ~~intervention,~~The ~~drastically~~reverse ~~reducing~~split ~~the~~was ~~time~~approved ~~and~~by ~~resources~~FINRA ~~required for~~ effective ~~SEM~~April ~~management~~24, 2025.

●On September ~~Keyword~~26, ~~Research:~~2024, ~~Our~~the ~~platform~~Company ~~analyzes~~and ~~massive~~its ~~datasets~~Board of ~~search~~Directors ~~queries,~~approved ~~user~~the ~~behaviors,~~following; ~~and~~i) ~~historical~~Agreement ~~performance~~and ~~metrics~~Plan toof ~~identify~~Reorganization; ~~high-intent~~ii) ~~keywords~~Change of ~~that~~Control ~~are~~Agreement; ~~most~~iii) ~~likely~~Escrow toAgreement, ~~convert.~~iv) ~~Unlike~~Anti-Dilution ~~traditional~~Agreement; ~~methods~~v) Cancellation of ~~keyword~~the ~~selection~~October 6, ~~our~~2022 ~~machine~~Selkirk ~~learning~~Global ~~algorithms~~Holdings, LLC ~~continuously~~Note; ~~refine~~vi) ~~keyword~~Cancellation ~~targeting~~of bythe ~~learning~~April ~~from~~6, ~~the~~2023 ~~performance~~Selkirk ofGlobal ~~active campaigns~~Holdings, ~~adjusting~~LLC inNote, ~~real~~vii) ~~time.~~Cancellation ~~This~~of ~~enables~~the usDecember to12, ~~stay~~2023 ~~ahead~~Strickland Convertible ofExchange ~~changing~~Note; ~~trends~~viii); and ~~user~~the ~~behaviors,~~Company ~~ensuring~~authorized ~~that~~its ~~our~~Secretary ~~campaigns~~to ~~are~~open ~~always~~a ~~aligned~~bank ~~with~~account ~~current~~in ~~search~~the ~~demand~~name of the Company.

●On September ~~Campaign~~26, ~~Generation:~~2024, ~~The~~the ~~platform~~Company ~~generates~~and ~~thousands~~Jubilee ofIntel, adLLC ~~variations~~(“Jubilee”) ~~tailored~~entered tointo ~~specific~~an ~~audience~~Agreement ~~segments.~~and ~~Using~~Plan ~~advanced~~of ~~data~~Reorganization ~~analytics,~~(the “Merger”) ~~our~~whereby ~~system determines~~ the ~~best~~Company ~~combination~~acquired of100% admembership ~~copy,~~interests ~~visuals,~~in ~~and~~Jubilee ~~keywords~~in toexchange ~~maximize~~for ~~engagement.~~100,000 Weshares ~~analyze~~of ~~historical~~Series A ~~performance~~Preferred ~~across~~Stock. ~~similar~~As ~~campaigns~~a ~~and~~result ~~identify~~of ~~which~~the ~~variables contribute most to conversions~~Merger, ~~allowing~~Jubilee usbecame toa ~~create~~wholly ~~highly~~owned ~~personalized~~ and ~~optimized~~operating ~~ads~~subsidiary atof ~~scale~~the Company.

●On April ~~Optimization Algorithms: Our AI-driven optimization algorithms constantly analyze live data to adjust bids~~24, ~~placements~~2025, ~~and budgets in real time. This ensures that ad spend is directed toward~~ the ~~most~~1:500 ~~profitable~~reverse ~~opportunities~~split ~~while~~of ~~minimizing waste. Through predictive modeling,~~ the ~~platform~~Company’s ~~anticipates~~common ~~shifts~~stock inprocessed ~~user~~by ~~behavior patterns, adjusting the campaign strategy preemptively to maintain performance~~FINRA.

●On May ~~Scalability:~~12, ~~One~~2025, ofthe Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, its former officer and director. Under this agreement, the ~~key~~Company ~~strengths~~transferred 100% of ~~our~~its ~~platform~~membership isinterest ~~its~~in ~~ability~~Jubilee Intel, LLC to ~~automatically~~Mr. ~~scale~~Bloomberg. ~~profitable~~In ~~campaigns~~exchange, Mr. ~~Once~~Bloomberg ~~the~~transferred ~~system~~all ~~identifies~~100,000 aSeries ~~campaign~~A ~~that~~Preferred isShares ~~delivering~~of ~~strong~~the ~~results~~Company to Selkirk Global Holdings, itLLC, ~~rapidly~~an ~~increases~~entity controlled by Paul Strickland, the ~~budget~~Company’s sole director and ~~bid~~officer. ~~amounts~~This transaction resulted in the demerger of Jubilee Intel, LLC, which ceased to ~~capitalize~~be a wholly owned subsidiary of the Company. Though the demerger contract was executed on May 12, 2025, the ~~momentum~~Company effectively lost control of Jubilee on March 31, 2025. ~~Conversely~~Accordingly, Jubilee ~~underperforming~~Intel, ~~campaigns~~LLC ~~are~~has ~~paused~~been orpresented ~~restructured~~as a discontinued operation as of December 31, ~~ensuring~~2024 ~~that~~until adMarch ~~spend~~31, is2025, ~~allocated~~the ~~efficiently~~date the Company effectively lost control of it. All other agreements with Mr. Bloomberg were also terminated at that time.

●On August ~~Yahoo~~7, ~~Partner~~2025, ~~Network~~the ~~Feed~~Company –reinstated ~~Our~~the ~~access~~related ~~to a direct feed from Yahoo’s partner network gives us a competitive edge by providing access to first-~~party ~~data,~~debts ~~allowing us to target high-quality traffic~~ that ~~many~~were ~~other~~cancelled ~~advertisers~~pursuant ~~cannot reach. The integration enables us~~ to refine our targeting strategies and optimize campaigns in real time, resulting in higher engagement and conversion rates. Additionally, this data allows us to build detailed audience profiles that help improve the ~~precision~~failed ofJubilee ~~our keyword targeting, leading to better overall campaign performance~~Merger.

Technical Overview

Predictive Keyword Research Using Random Forest Regressor

We utilize a random forest regressor to process and analyze vast amounts of keyword data, often encompassing hundreds of thousands of data points. A random forest regressor is a machine learning algorithm used for predicting continuous values. It builds multiple decision trees during training, each using different subsets of the data, and averages the results to make predictions. This approach improves accuracy and reduces overfitting by leveraging the collective decision-making of several trees, which helps handle the complexity of large datasets.

The random forest model is particularly effective for our use case because it excels at handling large, complex datasets and can account for non-linear relationships between variables. Our model factors in key metrics such as search volume, bid cost, competition level, and historical performance to make accurate keyword predictions.

● Feature Engineering: Our model utilizes a wide array of features, including search intent, seasonality, and location-specific factors, to improve the precision of its predictions. By incorporating dynamic features that adapt to user behavior in real time, our system is able to consistently identify the highest-performing keywords for each campaign. This continuous learning process ensures that our campaigns are always aligned with the most current trends and opportunities.

● Scalability: The random forest model can handle extremely large datasets, making it ideal for processing the vast amounts of data generated by SEM campaigns. This scalability allows us to quickly adapt to new data inputs, ensuring that our keyword targeting remains sharp even as market conditions change.

Timeseries Prediction Using Support Vector Regressor (SVR)

For predicting profitability based on time-series data, we utilize the Support Vector Regressor (SVR). SVR is a powerful machine learning model that excels at capturing non-linear relationships in the data. By using a kernel trick, SVR can map input data into higher-dimensional spaces, allowing it to capture complex patterns and trends in campaign profitability over time.

● Time-of-Day Optimization: By using SVR to identify non-linear trends in profitability, we can predict the optimal time windows for launching campaigns, ensuring that ad spend is allocated during periods with the highest likelihood of conversions. This model helps us capture profitability dynamics more accurately than linear models, which may miss crucial non-linear relationships.

Traffic Quality Improvement Using Support Vector Machine (SVM) Classifier

To improve traffic quality and block underperforming sites, we use a Support Vector Machine (SVM) Classifier. SVM is a supervised learning model that finds the optimal boundary between different classes of data points. It is particularly effective in high dimensional spaces and works well when there’s a clear margin of separation between classes. We use SVM to classify traffic sources as “good” or “bad” based on various engagement and performance metrics.

● Traffic Quality (TQ) Scores: The SVM classifier evaluates traffic sources based on factors such as engagement rates, conversion potential, and historical performance. It assigns a quality score to each site, allowing us to block low-quality traffic while directing ad spend to high-quality sources. This classification process ensures that our advertisers receive the best possible traffic for their campaigns.

Real-Time Centralized Reporting

All our reporting is centralized into a unified dashboard that provides real-time insights into campaign performance, keyword effectiveness, and traffic quality.

● Unified Dashboard: Clients have full access to the dashboard, which allows them to monitor the progress of their campaigns, view performance metrics, and make data-driven decisions. This level of transparency fosters trust and allows for quick adjustments based on live data.

● Insights at Scale: Our platform is capable of processing and displaying insights from vast datasets, providing a comprehensive view of campaign performance that helps clients optimize their strategies in real time.

Competitive Advantage

Our platform stands apart because it seamlessly integrates real-time data, machine learning models, and direct feeds from top-tier search engines. Unlike many platforms that require manual adjustments, our system automates every aspect of campaign creation, optimization, and scaling, resulting in significant efficiency gains and performance improvements for our clients.

● Unique Data Integration: Our direct feed from partner search engine networks allows us access to exclusive, high-quality data streams that significantly enhance our ability to target audiences with precision.

● AI-Driven Insights: Our machine learning models are continuously learning and optimizing, which means that campaigns are consistently running at peak performance.

Conclusion

Our proprietary SEM platform offers a cutting-edge solution for managing and scaling SEM campaigns through automation, AI, and machine learning. With access to a direct feed from Yahoo’s partner network and the ability to seamlessly integrate across platforms like Facebook, GDN, and Taboola, our system is optimized for profitability. Our partnership with a fully integrated credit firm, along with our strategic reverse merger, presents a significant growth and acquisition opportunity, underscoring the value of our platform.

Contact Information

More information on our SEM automation platform can be found at: https://jubileeintel.com.

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

~~We qualify~~In 2019 the Company qualified as an “emerging growth company” (“EGC”) as defined under the Jumpstart Our Business Startups Act of 2012 (the ~~Securities~~“JOBS Act”). AsPursuant to Section 2(a)(19)(B) ~~result,~~of wethe ~~are~~Securities ~~permitted~~Act, the Company ceased to qualify as an EGC at the end of the fiscal year ended December 31, ~~and~~2024 ~~intend~~— the fifth anniversary of the Company’s toinitial registration. Accordingly, ~~rely~~for onfiscal ~~exemptions~~year ~~from~~2025 ~~certain~~and ~~disclosure~~thereafter, ~~requirements~~the ~~that~~Company ~~are~~is ~~otherwise~~no ~~applicable~~longer toan ~~public~~EGC ~~companies.~~and ~~These~~is ~~provisions~~no ~~include,~~longer availing itself ~~but~~of ~~are~~the ~~not~~reduced ~~limited~~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.

In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2024; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.4

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.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Our Board of Directors oversees cybersecurity risk management in compliance with SEC guidance. Management’s role includes assessing and managing material risks from cybersecurity threats, developing and implementing cybersecurity policies and procedures, and ensuring compliance with applicable regulations.

To date, we have not experienced any material cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business operations, financial condition, or results of operations. We remain vigilant in our efforts to protect against potential threats and continually assess our cybersecurity posture to adapt to the evolving threat landscape.

ITEM 2. PROPERTIES

We do not own any real property. Our ~~Chief~~former ~~Executive Officer~~Director, ~~Evan~~John ~~Bloomberg~~D. Murphy, Jr., provides complimentary office space for our company.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted under the symbol “HLLK” on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc. (“OTC Pink”), where an established public trading market for our common stock exists. The range of reported high and reported low sales prices per share for our common stock for each fiscal quarter during ~~2024~~2025 and ~~2023~~2024, as reported by NASDAQ and the OTC Markets Group, is set forth below.

Quarterly common stock Price Ranges

Fiscal Year 2024, Quarter Ended:	High		Low
Fiscal Year 2025, Quarter Ended:	High		Low
March 31, 2024	$	0.0033	$	0.0002
March 31, 2025	$	2.20	$	1.95
June 30, 2024	$	0.0006	$	0.0002
June 30, 2025	$	0.11	$	0.11
September 30, 2024	$	0.0115	$	0.0003
September 30, 2025	$	0.29	$	0.29
December 31, 2024	$	0.0115	$	0.0006
December 31, 2025	$	0.10	$	0.10

Fiscal Year 2023, Quarter Ended:	High		Low
Fiscal Year 2024, Quarter Ended:	High		Low
March 31, 2023	$	0.0032	$	0.0001
March 31, 2024	$	0.15	$	0.10
June 30, 2023	$	0.0025	$	0.0001
June 30, 2024	$	0.25	$	0.25
September 30, 2023	$	0.0024	$	0.0005
September 30, 2024	$	0.35	$	0.35
December 31, 2023	$	0.002	$	0.0006
December 31, 2024	$	3.75	$	1.30

7At December 31, 2025 there were approximately 1,892 holders of record of our common stock, and approximately 233 beneficial owners of our common stock held in street name.

At December 31, 2024, there were approximately 1,882 holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock held in street name.

The transfer agent and registrar for our common stock is Liberty Stock Transfer, Inc., 788 Shrewsbury Ave., Suite 2163, Tinton Falls, NJ 07724. Their telephone number is (732) 372-0707, ext. 101.

Dividend Policy

We have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of our business. Our Board of Directors will determine our future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

Recent Issuance of Unregistered Securities

None.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Item 6. [Reserved]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the years ended December 31, ~~2024~~2025, and ~~2023~~2024, should be read in conjunction with the financial statements and notes related thereto included elsewhere in this report.

Overview

~~Our~~We ~~company’s~~have ~~proprietary~~no ~~SEM~~operations ~~platform~~from ~~automates the creation, optimization, and scaling of digital advertising campaigns across key platforms like Facebook, GDN, and Taboola. By leveraging~~ a ~~direct~~continuing ~~feed~~business ~~from~~other ~~Yahoo’s~~than ~~partner~~the ~~network,~~expenditures werelated ~~access~~to ~~real-time~~running ~~data~~the ~~that significantly enhances campaign performance~~Company. ~~Through~~All ~~the integration~~ of ~~machine learning and AI,~~ our ~~platform~~historical ~~optimizes ad spend, scales~~business ~~profitable~~operations ~~campaigns,~~have ~~and pauses or restructures underperforming ones in real time~~ceased.

~~Our~~Management ~~platform~~intends ~~integrates~~to ~~machine~~explore ~~learning~~ and AIidentify tobusiness ~~automate~~opportunities within the ~~entire~~U.S. ~~SEM~~and ~~process~~other jurisdictions including a potential acquisition of an operating entity through a reverse merger, ~~from~~asset ~~keyword~~purchase ~~research~~or tosimilar ~~campaign~~transaction. ~~generation~~No assurances can be given that our management can identify and ~~optimization~~implement a viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, ~~This~~develop ~~system~~and ~~eliminates~~implement ~~the~~a ~~need~~viable plan for ~~manual~~our ~~intervention,~~business ~~drastically~~may ~~reducing~~be ~~the~~hindered ~~time~~by risks and ~~resources~~uncertainties ~~required~~which ~~for~~are ~~effective~~beyond ~~SEM~~our ~~management~~control.

We ~~utilize~~do anot ~~random~~currently ~~forest~~engage ~~regressor~~in toany ~~process~~business ~~and~~activities ~~analyze~~that ~~vast~~provide ~~amounts~~revenue ofor ~~keyword~~cash ~~data, often encompassing hundreds of thousands of data points~~flow. ADuring ~~random~~the ~~forest~~next ~~regressor~~12-month isperiod awe ~~machine~~anticipate ~~learning~~incurring costs ~~algorithm~~in ~~used~~connection ~~for~~with ~~predicting continuous values. It builds multiple decision trees during training~~investigating, ~~each using different subsets of the data~~evaluating, and ~~averages~~negotiating ~~the~~potential ~~results~~business tocombinations ~~make~~and/or ~~predictions.~~asset ~~This~~acquisitions, ~~approach improves~~filing ~~accuracy~~SEC reports, and ~~reduces~~consummating ~~overfitting by leveraging~~ the ~~collective~~acquisition ~~decision-making~~ of ~~several~~an ~~trees,~~operating ~~which~~business ~~helps~~or ~~handle the complexity of large datasets~~assets.

~~For~~Given ~~predicting~~our ~~profitability~~limited ~~based~~capital ~~on time-series data~~resources, we ~~utilize~~may ~~the~~consider ~~Support~~a ~~Vector~~transaction ~~Regressor~~with ~~(SVR).~~an ~~SVR~~entity which has recently commenced operations, is a ~~powerful~~developing company ~~machine~~or ~~learning model~~is ~~that~~otherwise ~~excels~~in atneed ~~capturing~~of ~~non-linear~~additional ~~relationships~~funds infor the ~~data.~~development Byof ~~using~~new aproducts, ~~kernel~~services ~~trick~~or assets, ~~SVR~~or ~~can~~expansion ~~map~~into ~~input~~new ~~data~~markets, or ~~into~~is ~~higher-dimensional~~an established business or an established asset experiencing financial or operating difficulties and needs additional capital. ~~spaces~~Alternatively, ~~allowing~~a ittransaction tomay ~~capture~~involve ~~complex~~the ~~patterns~~acquisition ~~and~~of, ~~trends~~or inmerger ~~campaign~~with, ~~profitability~~an ~~over~~entity ~~time~~that desires access to the U.S. capital markets.

8As of the date of this Form 10-K, our management has not had any discussions with any representative of any other entity regarding a potential business combination or asset acquisition. Any target business or asset that is selected may be financially unstable or in the early stages of development. In such event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early-stage entity. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business or asset, there can be no assurance that we will properly ascertain or assess all significant risks.

ToOur ~~improve~~management ~~traffic~~anticipates ~~quality~~that ~~and~~we ~~block~~will ~~underperforming~~likely ~~sites,~~only webe ~~use~~able ato ~~Support~~effect ~~Vector~~just ~~Machine~~one ~~(SVM)~~business ~~Classifier.~~combination ~~SVM~~or isasset aacquisition ~~supervised~~due ~~learning~~to our limited ~~model~~capital. ~~that~~This ~~finds~~lack ~~the~~of ~~optimal~~diversification ~~boundary~~will ~~between~~likely ~~different~~pose ~~classes~~a ofsubstantial ~~data~~risk ~~points.~~in Itinvesting isin ~~particularly~~the ~~effective~~Company infor ~~high~~the ~~dimensional~~indefinite ~~spaces~~future, because ~~and~~it ~~works~~will ~~well~~not ~~when~~permit ~~there’s~~us ato ~~clear~~offset ~~margin~~potential oflosses ~~separation~~from ~~between~~one ~~classes~~venture or operating territory against gains from another. WeThe ~~use~~risks ~~SVM~~we face will likely be heightened to ~~classify~~the ~~traffic~~extent ~~sources~~we asacquire ~~“good”~~ a business or ~~“bad”~~assets ~~based~~operating onin ~~various~~a ~~engagement~~single ~~and~~industry ~~performance~~or ~~metrics~~geographical region.

~~Our~~We ~~proprietary~~anticipate ~~SEM~~that ~~platform~~the ~~offers~~selection of a ~~cutting-edge~~target ~~solution~~business ~~for~~or ~~managing~~asset ~~and~~will ~~scaling~~be ~~SEM~~a ~~campaigns~~complex ~~through~~and ~~automation,~~risk-prone ~~AI,~~process. ~~and~~Because ~~machine~~of ~~learning. With~~general ~~access~~economic toconditions, rapid atechnological ~~direct~~advances ~~feed~~being ~~from~~made ~~Yahoo’s~~in ~~partner~~some ~~network~~industries and ~~the~~shortages ~~ability~~of toavailable ~~seamlessly~~capital, ~~integrate~~management ~~across~~believes ~~platforms~~that ~~like~~there ~~Facebook,~~are many ~~GDN,~~firms ~~and~~seeking ~~Taboola,~~acquisition ~~our~~opportunities ~~system~~at isthis ~~optimized~~time ~~for~~at ~~profitability.~~discounted ~~Our~~rates ~~partnership~~against ~~with~~which awe ~~fully~~will ~~integrated~~compete. ~~credit~~We ~~firm,~~expect ~~along~~that ~~with~~any ~~our strategic~~potentially ~~reverse~~available ~~merger,~~acquisition ~~presents~~opportunities may appear in a ~~significant~~variety ~~growth~~of different industries or regions and ~~acquisition~~at ~~opportunity~~various stages of development, all ~~underscoring~~of which will likely make the ~~value~~task of ~~our~~comparative ~~platform~~investigation and analysis of such opportunities extremely difficult and complicated.

Once we have developed and begun to implement our business plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan and commencement of operations.

Based upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able to close a business combination or other acquisition, it is likely we will need capital as a condition of closing that transaction. Because of the uncertainties, we cannot be sure as to how much capital we need to raise or the type of securities we will be required to issue. In connection with a business combination that is structured as a reverse merger, or in connection with the acquisition of significant assets, we anticipate that we will be required to issue a controlling block of our securities to the target’s shareholders or to the owner of such assets, which will be very dilutive to existing shareholders.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, including acquisition opportunities, which could significantly and materially restrict our business operations.

We anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks include, but are not limited to, an evolving and unpredictable business model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement, and successfully execute our business strategy, respond to competitive developments, and attract, retain, and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could have a material adverse effect on our business prospects, financial condition, and results of operations.

Going Concern

We have only limited capital. Additional financing is necessary for us to continue as a going concern. The report of the independent registered public accounting firm accompanying our financial statements for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern”, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Results of Operations

Year ~~ended~~Ended December 31, ~~2024,~~2025 ~~compared~~Compared to the ~~year~~Year ~~ended~~Ended December 31, ~~2023~~2024

During the ~~year~~years ended December 31, 2025 and 2024, we ~~generated~~had ~~$609,549~~no inoperations ~~revenue~~other asthan ~~compared~~incurring toexpenditures ~~$nil~~related ~~during~~to running the ~~year ended December 31~~Company, ~~2023.~~and we ~~The~~generated ~~increase in~~no revenues. isAt aDecember ~~result~~31, of2024, the ~~operations~~Company ofheld ~~our~~a ~~wholly~~100% ~~owned~~membership ~~subsidiary.~~interest Wein ~~expect~~Jubilee ~~revenues~~Intel, toLLC, ~~increase~~which ~~over~~is ~~the~~now ~~next~~presented ~~12 months~~ as we ~~continue~~a todiscontinued ~~scale~~operation ~~our~~following ~~business and operations. The cost associated with our revenues for~~ the ~~year~~May ~~ended December 31~~12, ~~2024,~~2025 ~~was~~demerger ~~$89,087, as~~and ~~compared to $nil for the year ended December 31, 2023~~deconsolidation.

For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, we had general and administrative expenses of $5297,~~847~~145 and $722,~~670~~125, respectively, an increase of $4575,~~177~~020 or approximately 339%. ~~Other~~Professional ~~operating~~fees ~~expenses~~were ~~consisted~~$80,950 ofand ~~professional~~$50,368, ~~fees~~respectively, and payroll ~~expense.~~expenses ~~While~~were ~~there~~$50,000 ~~was~~and $56,666, ~~little~~respectively. ~~change~~Total inoperating ~~professional fees~~expenses were $228,095 for ~~the~~2025 ~~year~~as ~~ended~~compared ~~December~~to 31$129,159 for 2024,. asThe ~~compared~~increase in operating expenses was primarily due to ~~December~~higher 31general, ~~2023,~~administrative ~~our~~and ~~payroll~~professional ~~expense~~fees ~~increased~~incurred ~~from~~in ~~$nil~~connection inwith ~~2023~~the todeconsolidation ~~$158~~of Jubilee Intel,~~995 in~~ ~~2024~~LLC, continued SEC reporting compliance, and related legal and accounting work.

For the year ended December 31, ~~2024~~2025, we had a total other ~~expense~~income of $~~117~~101,~~399~~147, which included bad debt expense of $55181,~~248~~268, loss for legal liability of $16,900, other income of $29,840, $153,159 of interest expense (related party and third party), amortization of debt discount of $~~216~~293,~~768~~473, a loss on the issuance of convertible debt of $~~278~~462,~~156~~055, and a gain inof $1,178,162 from the change ofin fair value of a derivative of ~~$161,263,~~liabilities. ~~and~~The achange ~~gain~~in onfair ~~the~~value ~~conversion~~ of ~~debt~~derivative inliabilities resulted from the ~~amount~~conversion or extinguishment of convertible ~~$265,824~~notes during the year.

For the year ended December 31, ~~2023~~2024, we had a total other expense of $~~147~~239,~~458~~672, which included $2272,~~036~~196 of interest expense, amortization of debt discount of $216,768, bad debt ~~discount~~expense of $59100,~~659~~000, a loss on the issuance of convertible debt of $~~337~~278,~~263~~156, ~~and~~ a gain inof $161,623 from the change ofin fair value of a derivative liabilities, and also includes the gain of $~~280~~265,~~335~~824 from forgiveness of debt.

We had a net ~~income~~loss from continuing operations of $~~154~~126,~~146~~948 for the year ended December 31, ~~2024~~2025, compared to a net loss (as restated) of $~~195~~368,~~084~~832 from continuing operations for the year ended December 31, 2024. Including discontinued operations, the 2024 net loss ~~2023~~was $672,060. The decrease in net loss in 2025 was primarily driven by the favorable change in fair value of derivative liabilities, partially offset by higher amortization of debt discount and loss on issuance of convertible debt.

Our major expenses consist of fees to consultants, lawyers and accountants incurred in connection with our obligation to file periodic reports with the SEC, which entails payment of professional fees to accountants and lawyers. WeOtherwise, we do not expect the level of our operating expenses to ~~scale~~ ~~commensurate~~change ~~with~~in ~~our~~the ~~increased~~future ~~operations~~until we implement a business plan or effect an acquisition.

Liquidity and Capital Resources

At December 31, ~~2024~~2025 and ~~2023~~2024, we had $263,~~015~~382 and $~~nil~~3,629 ~~respectively,~~of in cash on hand (respectively), and there were total outstanding liabilities of $1349,~~280,041~~ 258 and $~~850~~1,~~078~~497,644, respectively, a portion of which were amounts owed to a related party. The working capital deficits were $~~593~~345,~~505~~876 and $~~850~~1,~~078~~377,722, respectively.

9For the year ended December 31, 2025, the Company used $(150,524) of cash in operating activities as compared to $252,273 for the year ended December 31, 2024. The decrease was primarily due to reduced operating outflows following the deconsolidation of Jubilee Intel, LLC. Net cash provided by financing activities for the year ended December 31, 2025 was $150,277 as compared to $355,902 for the year ended December 31, 2024. The Company used no cash in investing activities in 2025 compared to $100,000 in 2024.

~~For~~Paul ~~the~~Strickland, ~~year~~our ~~ended~~Secretary ~~December~~and 31Director, ~~2024~~individually, ~~the~~and ~~Company~~through ~~used~~Selkirk ~~$253~~Global Holdings,~~076~~ LLC, an entity controlled by him, is funding some of ~~cash~~our ~~for~~limited operations asby ~~compared~~making toadvances ~~$41,935~~of ~~for~~funds ~~the~~to ~~year~~cover ~~ended~~our ~~December 31,~~operating ~~2023~~expenses. The ~~net~~advances ~~cash~~are ~~provided~~repayable byupon demand and the ~~financing~~obligations ~~activities~~bear ~~for~~6% ~~the~~interest. ~~year~~We ~~ended~~expect ~~December~~that 31Mr. Strickland, ~~2024~~directly ~~was~~or ~~$379~~through Selkirk Global Holdings,~~091~~ asLLC, ~~compared~~will continue to ~~$41,935~~fund ~~for~~some ~~the~~of ~~year~~our ~~ended~~operations ~~December~~until 31we complete an acquisition or earlier if he sells his interest in the Company, ~~2023~~and that we will continue to require additional financing to maintain our existence as a shell company for the next twelve months.

~~The~~Our ~~Company~~management ~~does~~is not ~~believe~~required ~~its current cash balance will be sufficient~~ to ~~allow the Company to~~ fund ~~its~~our ~~planned~~operations ~~operating~~by ~~activities~~any ~~for the~~contract ~~next~~or ~~twelve~~other ~~months~~obligation. ~~The~~In ~~ability of~~ the ~~Company~~event tothat ~~continue~~we asundertake ato ~~going~~complete ~~concern is dependent on the Company obtaining adequate capital~~an toacquisition ~~fund~~that ~~operations.~~requires ~~If the Company is unable to obtain adequate capital~~financing, itwe ~~could~~will belikely ~~forced~~depend toon ~~cease~~an ~~operations~~outside orsource ~~substantially~~for ~~curtail some~~such ~~of its planned activities~~financing. ~~These~~However, ~~conditions~~we ~~raise~~have ~~substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do~~ not ~~include~~identified any ~~adjustments relating to the recoverability and classification of recorded assets~~ ~~and~~debt ~~classification~~or ofequity ~~liabilities~~financing ~~should~~sources ~~the~~that ~~Company~~can be ~~unable~~relied upon to ~~continue~~provide assuch ~~a going concern~~financing.

Achieving profitability is dependent on achieving a level of revenue adequate to support the Company’s cost structure. The Company may never achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends to fund future operations through additional private or public equity offerings and may seek additional capital through arrangements with strategic partners from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable to the Company, or at all. Any equity financing may be dilutive to existing shareholders.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopting and issued accounting standards.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

108

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

HALLMARK VENTURE GROUP, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB 5968)	F-2
Report of Independent Registered Public Accounting Firm (Firm ID #05525)		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Balance Sheets as of December 31, 2025 and 2024		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023	F-4
Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024		F-4
Consolidated Statements of Stockholders’ Deficit for the Years Ended S December 31, 2024 and 2023	F-5
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024		F-6
Notes to the Consolidated Financial Statements	~~F-7~~	F-7

F-1

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

~~The~~To the Board of Directors and Stockholders of

~~HALLMARK~~Hallmark ~~VENTURES GROUP~~Group, ~~INC~~Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Hallmark ~~Ventures~~Venture Group, Inc. and its subsidiary (“the ‘Company’”, “HLLK”) as of December 31, ~~2024~~2025, and ~~2023~~2024, and the related consolidated statements of operations ~~and comprehensive loss~~, changes in ~~stockholders~~shareholders’ ~~equity~~ equity (deficit), and cash flows for each of the years in the two-year ~~years~~period ended December 31, ~~2024,~~2025 and ~~2023, and~~ the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the ~~consolidated~~ financial statements present fairly, in all material respects, the ~~consolidated~~ financial position of the Company as of December 31, ~~2024~~2025, and ~~2023~~2024, and the results of its operations and its cash flows for each of the two-year ~~years~~period ended December 31, ~~2024~~2025, ~~and 2023,~~ in conformity with accounting principles generally accepted in the United States of America.

~~Going~~Restatement ~~Concern~~of Previously Issued Financial Statements

~~The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.~~ As ~~discussed~~ indiscussed Note 3, the Company suffered an accumulated deficit of $(3,096,015), a negative working capital of $(593,505). These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regards to these matters are also described in Note 318 to the ~~financial~~consolidated ~~statements. These~~ financial statements, dothe ~~not~~2024 ~~include~~consolidated ~~any~~financial ~~adjustments~~statements ~~that~~have ~~might~~been ~~result~~restated to ~~from~~correct ~~the outcome of this uncertainty~~misstatements.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s losses from operations and accumulated deficit raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal ~~securities~~ securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) ~~relate~~related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~Communication~~We ofdetermined ~~critical~~that ~~audit~~there ~~matters does not alter in any way our opinion on the financial statements taken as a whole and we~~ are ~~not,~~no ~~by communicating the~~ critical audit matters~~, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate~~.

/sS/ ~~OLAYINKA~~INTEGRITAT ~~OYEBOLA~~CPA &(PCAOB ~~CO.~~ID 6624)

~~OLAYINKA~~We ~~OYEBOLA~~have &served COas the Company’s auditor since 2025.

~~(Chartered~~Boca ~~Accountants)~~Raton, Florida

~~Lagos,~~April ~~Nigeria~~27, 2026

We have served as the Company’s auditor since 2024.

March 25, 2025

F-2

HALLMARK VENTURE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2024			December 31, 2023
	December 31, 2025			December 31, 2024
				(Restated)
ASSETS
CURRENT ASSETS:
Cash	$	263,~~015~~382		$	—3,629
Accounts receivable		555,195			—
Note receivable, net		—			—
Note receivable		100,000			—
Due from related parties		—			116,260
Interest receivable		5,326			—
Assets from discontinued operations		—			33
TOTAL ASSETS	$	686,536		$	—
Total Current assets		3,382			119,922
TOTAL ASSETS	$	3,382		$	119,922
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	26191,~~381~~266		$	~~281~~41,~~716~~474
Accrued compensation		56,666
Due to related parties		826			826
Due to related parties		826			—
Convertible notes payable – related party, net of debt discount of $10,924 and $0, respectively		16,402			74,501
Convertible notes payable – related party, net of debt discount of $0 and $23,586		74,501			71,230
Convertible notes payable – net of debt discount of $19,069 and $33,333, respectively		36,131			66,667
Convertible notes payable – net of debt discount of $33,333		317,452			—
Convertible notes payable		36,131			66,667
Convertible notes payable		317,452			—
Notes payable		—			320,946
Notes payable		243,121			—
Accrued interest - related party		751			661
Accrued interest - related party		11,075			7,555
Accrued interest		1,212			32,354
Accrued interest		3,735			3,426
Derivative liability		510,154			293,621
Stock payable		36,130			36,130
Settlement liability		—			9,601
Settlement liability - related party		—			146,799
Settlement liability		—			146,799
Total Current Liabilities		1,280,041			850,078
Derivative liability		102,670			510,154
Liabilities from discontinued operations		—			303,262
Total Current Liabilities		349,258			1,497,644
TOTAL LIABILITIES		349,258			1,497,644
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; 523,925,844 and 612,179,943 issued and outstanding, respectively		523,925			612,179
Common stock, 2,499,900,000 shares authorized, $0.001 par value; 63,994,148 and 1,049,794 issued and outstanding, respectively		63,994			1,049
Additional paid-in capital		1,978,485			1,787,804
Stock payable		34,690			36,130
Accumulated deficit		(3,096,015	)		(3,250,161	)
Additional paid-in capital		3,301,281			2,507,221
Total Stockholders’ Deficit		(593,505	)		(850,078	)
Accumulated deficit		(3,745,941	)		(3,922,221	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	686,536		$	—
Total Stockholders’ equity (deficit)		(345,876	)		(1,377,722	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	3,382		$	119,922

The accompanying notes are an integral part of these consolidated financial statements.

F-3

HALLMARK VENTURE GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	2024			2023
	2025			2024
	For the Years Ended December 31,
	2024			2023
	2025			2024
Revenue	$	609,549		$	—
				(Restated)
Cost of revenue		(89,087	)		—
Revenue	$	—		$	—
Gross margin	$	520,462		$	—
Expenses:
General and administrative	$	5297,~~847~~145		$	722,~~670~~125
Professional fees		3780,~~075~~950			3950,~~956~~368
Payroll expense		158,995			—
Compensation expense		50,000			56,666
Total operating expenses		~~248~~228,~~917~~095			47129,~~626~~159
Income (loss) from operations		271,545			(47,626	)
Loss from operations		(228,095	)		(129,159	)
Other income (expense):
Interest expense		(55153,~~248~~159	)		(2272,~~036~~196	)
Imputed interest expense		—			(8,835	)
Gain on forgiveness of debt		—			265,824
Interest income		5,326			—
Bad debt expense		(181,268	)		(100,000	)
Amortization of debt discount		(~~216~~293,~~768~~473	)		(59216,~~659~~768	)
Gain on conversion of debt		265,824			—
Change in fair value of derivative		1,178,162			161,623
Change in fair value of derivative		161,623			280,335
Loss on issuance of convertible note		(462,055	)		(278,156	)
Loss on issuance of convertible note		(278,156	)		(337,263	)
Loss for legal liability		(16,900	)		—
Total other expense		(117,399	)		(147,458	)
Other income		29,840			—
Net income (loss) before income taxes		154,146			(195,084	)
Total other income (expense)		101,147			(239,673	)
Net loss before income taxes		(126,948	)		(368,832	)
Provision for income tax		—			—
Net Income (Loss)	$	154,146		$	(195,084	)
Net loss from continued operations		(126,948	)		(368,832	)
Income (loss) per share – basic	$	0.00		$	(0.00	)
Net loss from discontinued operations		—			(303,228	)
Income (loss) per share –diluted	$	0.00		$	(0.00	)
Net loss	$	(126,948	)	$	(672,060	)
Weighted average shares outstanding – basic		596,657,504			351,004,670
Net loss per share – basic and diluted	$	(0.00	)	$	(0.56	)
Weighted average shares outstanding diluted		872,068,367			840,391,670
Weighted average shares outstanding – basic and diluted		38,962,221			1,194,494

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HALLMARK VENTURE GROUP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, ~~2024~~2025 AND ~~2023~~2024

	Shares		Amount		Shares			Amount			~~Capital~~Payable			~~Deficit~~Capital			Deficit			Deficit
	Series A Preferred Stock				Common Stock						~~Additional Paid-in~~Stock			~~Accumulated~~Additional Paid-in			~~Total Stockholder’~~Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			~~Capital~~Payable			~~Deficit~~Capital			Deficit			Deficit
Balance, December 31, 2022		100,000	$	100		216,403,374		$	216,403		$	1,940,226		$	(3,055,077	)	$	(898,348	)
Balance, December 31, 2023		100,000	$	100		1,226,302		$	1,226		$	36,130		$	2,398,757		$	(3,250,161	)	$	(813,948	)
Common stock issued for payment on settlement liability		—		—		~~222~~20,~~639,041~~011			~~222,639~~20			~~(92,420~~—	)		—4,984			~~130,219~~—			5,004
Common stock issued for payment on settlement liability - related party		—		—		173,146,328			173,146			(71,596	)		—			101,550
Forgiveness of debt related party		—		—		—			—			—			103,283			—			103,283
Shares canceled		—		—		(8,800	)		(9	)		9			—			—
Cancellation of shares		—		—		(196,519	)		(197	)		—			197			—			—
Forgiveness of debt – related party		—		—		—			—			2,750			—			2,750
Net Loss		—		—		—			—			—			—			(672,060	)		(672,060	)
Imputed interest on amounts due to related party		—		—		—			—			8,835			—			8,835
Balance, December 31, 2024 (Restated)		100,000		100		1,049,794			1,049			36,130			2,507,221			(3,922,221	)		(1,377,722	)
Net loss		—		—		—			—			—			(195,084	)		(195,084	)
Stock issued for corporate restructuring		—		—		50,000,000			50,000			—			(50,000	)		—			—
Balance, December 31, 2023		100,000		100		612,179,943			612,179			1,787,804			(3,250,161	)		(850,078	)
Stock issued for services		—		—		206,226			206			(1,440	)		13,677			—			12,443
Balance		100,000		100		612,179,943			612,179			1,787,804			(3,250,161	)		(850,078	)
Stock issued for conversion of debt		—		—		10,035,272			10,036			—			747,277			—			757,312
Common stock issued for payment on settlement liability		—		—		10,005,580			10,006			(5,002	)		—			5,004
Stock issued for conversion of debt – related party		—		—		2,702,856			2,703			—			186,389			—			189,092
Forgiveness of debt related party		—		—		—			—			97,423			—			97,423
Contributed capital		—		—		—			—			—			(103,283	)		—			(103,283	)
Cancellation of shares		—		—		(98,259,679	)		(98,260	)		98,260			—
Deconsolidate Jubilee		—		—		—			—			—			—			303,228			303,228
Net income		—		—		—			—			—			154,146			154,146
Net Loss		—		—		—			—			—			—			(126,948	)		(126,948	)
Net income (loss)		—		—		—			—			—			154,146			154,146
Balance, December 31, 2025		100,000	$	100		63,994,148		$	63,994		$	34,690		$	3,301,281		$	(3,745,941	)	$	(345,876	)
Balance, December 31, 2024		100,000	$	100		523,925,844		$	523,925		$	1,978,485		$	(3,096,015	)	$	(593,505	)
Balance		100,000	$	100		523,925,844		$	523,925		$	1,978,485		$	(3,096,015	)	$	(593,505	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

HALLMARK VENTURE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

	2024			2023
	2025			2024
	For the Years Ended December 31,
	For the Years Ended
	2024			2023
	December 31,
Cash Flows from Operating Activities:
	2025			2024
Net income (loss)	$	154,146		$	(195,084	)
				(Restated)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Cash flows from operating activities:
Imputed interest on amounts due to related party		—			8,835
Net loss from continued operations	$	(126,948	)	$	(368,832	)
Amortization of debt discount		216,768			59,659
Adjustments to reconcile net income to net cash used by operating activities:
Change in fair value of derivative		(~~161~~1,~~623~~178,162	)		(~~280~~161,~~335~~623	)
Loss on issuance of convertible debt		~~278~~462,~~156~~055			~~337~~278,~~263~~156
Gain on forgiveness of debt		(265,824	)		—
Bad debts		181,268			100,000
Gain on forgiveness of debt		-			(265,824	)
Amortization of Debt Discount		293,473			216,768
Changes in operating assets and liabilities:
Accounts receivable		(555,195	)		—
Due to related parties		116,260			826
Interest receivable		(5,326	)		—
Due from related parties		-			(116,260	)
Accounts payable and accrued expenses		6149,~~859~~792			1721,~~488~~950
Accrued compensation		56,666			—
Accrued interest - related party		(17,120	)		13,637
Accrued interest – related party		21,988			7,555
Accrued interest		(31,142	)		28,928
Accrued interest		309			2,685
Assets from discontinued operations		-			(33	)
Net cash used in operating activities		(253,076	)		(41,935	)
Liabilities from discontinued operations		-			303,262
Cash Flows from Investing Activities:
Net cash provided by (used in) operating activities from continued operations		(150,524	)		50,955
Issuance of note receivable		(100,000	)		—
Loss from discontinued operations		-			(303,228	)
Net cash used by investing activities		(100,000	)		—
Net cash provided by (used in) operating activities		(150,524	)		(252,273	)
Cash Flows from Financing Activities:
Cash flows from investing activities:
Proceeds from convertible note payable - related party		2,951			41,935
Issuance of note receivable		-			(100,000	)
Proceeds from notes payable		376,140			—
Net cash provided by investing activities		-			(100,000	)
Net cash provided by financing activities		379,091			41,935
Cash flows from financing activities:
Net Change in Cash		26,015			—
Proceeds from convertible note payable - related party		27,326			9,456
Cash beginning of year		—			—
Proceeds from convertible note payable		443,897			100,000
Cash end of year	$	26,015		$	—
Repayments of convertible note payable		-			(70,000	)
Repayments of note payable		(320,946	)		(4,500	)
Proceeds from note payable		-			320,946
Net cash provided by (used in) financing activities		150,277			355,902
Net change in cash		(247	)		3,629
Cash at beginning of period		3,629			-
Cash at end of period	$	3,382		$	3,629
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Cash paid for interest	$	101,436		$	18,600
Interest	$	—		$	—
Cash paid for taxes	$	-		$	-
Income taxes	$	—		$	—
NON-CASH TRANSACTIONS
NON-CASH TRANSACTIONS:
Common stock issued in conversion of debt		-
Common stock issued for payment on settlement liability - related party	$	—		$	101,550
Forgiveness of debt – related party		-
Common stock issued for payment of debt	$	—		$	130,219
Common stock issued in satisfaction of settlement liability	$	146,799
Forgiveness of debt – related party	$	97,423		$	—
Stock issued for corporate restructuring	$	50,000
Common stock issued for payment of debt	$	5,003		$	—
Common stock issued for services	$	13,678
Common stock issued for conversion of debt	$	939,403		$	5,003.00

The accompanying notes are an integral part of these consolidated financial statements.

F-6

HALLMARK VENTURE GROUP, INC.

Notes to Financial Statements

December 31, ~~2024~~2025

NOTE 1 — ORGANIZATION AND OPERATIONS

Hallmark Venture Group, Inc., 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 68, ~~2008~~2006, the Company changed its name to ~~Speech~~Smart ~~Phone,~~Truck Systems, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 86, ~~2006~~2008, the Company changed its name to ~~Smart~~Speech ~~Truck Systems~~Phone, Inc. On July 16, 2008, the Company changed its name to Hallmark Venture Group, Inc.

On May 4, 2020, Living Waters, LLC (“LWLLC”) obtained management control of the Company from its previous CEO and Director, Robert Cashman (“Cashman”), pursuant to a contingent Share Purchase Agreement (the “SPA”), dated as of May 4, 2020, by and among LWLLC and Cashman, whereby certain preferred shares (the “Preferred Shares”) that represent the voting control interest in the Company were to be issued to LWLLC (the “Transaction”).

On May 27, 2020, in connection with the Transaction and in accordance with provisions of the SPA, LWLLC assigned the SPA to Medical Southern, LLC (“MSLLC”). On August 13, 2020, all issued and outstanding Preferred Shares were issued to a designee of MSLLC, Top Knot, Inc. USA (“TKIU”).

On August 17, 2020, in connection with the Transaction and in accordance with provisions of the SPA, MSLLC assigned the SPA to Stonecrest Acquisition, LLC (“SALLC”). As a consequence of the Transaction, a change of control of the Company occurred. As a result of the Transaction TKIU obtained voting control of the Company. Subsequently, on October 19, 2020, TKIU assigned 100% of the Preferred Shares it held to Endicott Holdings Group, LLC (“Endicott”).

On June 20, 2022, Endicott transferred 100% of the preferred shares, and ~~110~~221,~~646,679~~293 of the shares of common stock it held, to Beartooth ~~Asset~~ Asset Holdings, LLC, an entity controlled by the Company’s Secretary, Paul Strickland, resulting in a change of control of the Company.

On July 7, 2022, Beartooth Asset Holdings, LLC (an entity controlled by Paul Strickland, the Company’s secretary and a member of its board of directors) transferred 75,000 Series A Preferred Shares to JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., President CEO of the Company and a Member of the Board of Directors, resulting in a change of control of the Company.

On July 12, 2022, Paul Strickland, the Company’s Principal Financial Officer, became a director of the Company.

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~~Chief Executive Officer, and JMJ Associates, LLC, an entity controlled by ~~John D~~Mr. 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~~Mr. ~~Stirckland~~Strickland (“Strickland”), ; and Steven Arenal and Aurum International Ltd., an entity controlled by ~~Steven~~Mr. Arenal (“Aurum”) ~~and, pursuant to which Murphy, Strickland, and their respective control entities will assign the Series A preferred shares controlled by each to Aurum~~. Strickland will transfer 98,259,679 in restricted common shares to Aurum. In exchange, Murphy and Strickland will each retain 5% equity in the Company, post-restructuring, and those shares will have an 18-month anti-dilution provision as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland will also cancel debts owed to each by the Company. Strickland will cancel $83,342.25 in debts. Murphy will cancel $74,501 in debts. Murphy will receive $70,000 from Aurum in exchange for partial debt cancellation to be delivered into Escrow on February 27, 2024. Aurum will receive a $77,000 10% convertible promissory note in exchange for partially paying the Company’s debt owed to Murphy. The Consideration outlined herein is subject to the provisions of the Escrow Agreement between the Parties. The Company officially moved its place of business to 626 Wilshire Blvd., Suite 410, Los Angeles, California 90017.

OnPursuant ~~January~~to 11the CoC Agreement, ~~2024~~Murphy and Strickland would assign the Series A preferred shares controlled by each to Aurum, ~~John~~and DStrickland 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, ~~Jr.~~subject ~~resigned~~to an 18-month anti-dilution provision as ~~Director~~set forth in the Anti-Dilution Agreement executed among the parties. In connection with the CoC Agreement, Murphy and ~~Officer~~Strickland ofwould have cancelled certain indebtedness owed to them by the Company. Strickland was to cancel $83,342 in outstanding obligations, and ~~all~~Murphy ~~other~~was ~~positions~~to hecancel ~~may~~$74,501 ~~hold~~in outstanding ~~with~~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.

In connection with the foregoing, the Company relocated its principal place of business to 626 Wilshire Boulevard, Suite 410, Los Angeles, California 90017.

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.

F-7

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

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

On March 4, 2024:, ~~The~~the shareholders required to vote approved the Board’s 1:500 reverse split of the Company’s common stock.

On March 7, 2024:, ~~The~~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 completion of the reverse split is pending final approval by FINRA.~~

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 ~~that~~an ~~certain~~ Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in ~~and to~~ Jubilee in exchange for the issuance of 100,000 shares of its Series A Preferred Stock. As a result of the Merger, Jubilee ~~has~~became ~~become~~ a wholly owned and operating subsidiary of the Company.

~~Pursuant~~On toMay 12, 2025, the ~~Change~~Company ofexecuted ~~Control~~a Membership Interest Assignment Agreement, with Evan Bloomberg, ~~was~~its ~~assigned~~former ~~100~~officer and director. Under this agreement,~~000~~ ~~shares~~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 ~~Stock~~Shares of the Company that he held to Selkirk Global Holdings, LLC, an entity controlled by Paul Strickland, the Company’s sole director and officer. ByThis ~~virtue~~transaction resulted in the demerger of ~~this~~Jubilee ~~stock~~Intel, ~~assignment~~LLC, which Mrceased to be a wholly owned subsidiary of the Company. ~~Bloomberg~~Accordingly, ~~assumed~~Jubilee ~~full~~Intel, ~~voting~~LLC ~~control~~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 (see Note 17). All other agreements with Mr. Bloomberg were also terminated at that time.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The ~~Company’s~~accompanying consolidated financial statements have been prepared in ~~accordance~~conformity with accounting principles generally accepted in the United States of America (“U.S. 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.

Use of Estimates

The preparation of consolidated financial statements in conformity with ~~accounting~~GAAP ~~principles generally accepted in the United States of America~~ 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 statements and the reported amounts of revenues and expenses during the reporting ~~periods~~period. Actual results could differ from ~~those~~these estimates and these differences could be material.

F-8

~~Stock-based~~The ~~Compensation~~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.

InPrinciples ~~June~~of 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary in which the Company has a controlling financial interest as of December 31, 2024. All significant intercompany transactions and balances are eliminated in consolidation.

The Company evaluates its ownership interests in accordance with applicable consolidation guidance to determine whether control exists. When the Company loses control of a subsidiary, it derecognizes the assets, liabilities, and any noncontrolling interests of that subsidiary as of the date control is lost. Any resulting difference between (i) the carrying value of the net assets derecognized and (ii) the consideration received, if any, is recognized as a gain or loss in the consolidated statements of operations.

Refer to Note 1 for the deconsolidation of Jubilee.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity date of three months or less at the time of purchase to be cash equivalents. The Company has cash of $3,382 and $3,629 as of December 31, 2025 and 2024, respectively.

Reclassifications

Certain reclassifications have been made to prior periods to conform with current reporting. These reclassifications did not affect net income, total assets, liabilities or equity reported.

Related Party Transactions

Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel or affiliate. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company, in accordance with ASC 850 presents disclosures about related party transactions and outstanding balances with related parties.

Derivative Financial Instruments

The Company evaluates ~~its~~warrants ~~convertible~~issued with notes topayable ~~determine~~and ifembedded ~~such~~conversion ~~instruments~~features ~~have~~of ~~derivatives~~convertible ornotes ~~contain~~under ~~features~~ASC ~~that~~480 ~~qualify~~and asASC ~~embedded~~815 ~~derivatives.~~to ~~For~~determine ~~derivative~~appropriate ~~financial~~classification. ~~instruments~~Instruments that are ~~accounted~~not ~~for~~indexed asto ~~liabilities,~~ the ~~derivative~~Company’s ~~instrument~~own ~~is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For~~ stock~~-based~~ ~~derivative~~or ~~financial~~do ~~instruments,~~not ~~the~~meet ~~Company~~equity ~~uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The~~ classification ~~of derivative instruments, including whether~~ ~~such~~criteria ~~instruments~~under ~~should~~ASC be815-40 ~~recorded~~are asclassified ~~liabilities or~~ as ~~equity,~~derivative ~~is evaluated at the end of each reporting period~~liabilities.

Derivative liabilities are recorded at fair value upon issuance and remeasured at each reporting date, with changes in fair value recognized in the statements of operations as other income (expense). Fair value is estimated using the Black-Scholes option pricing model and classified within Level 3 of the fair value hierarchy under ASC 820.

Proceeds from notes payable and convertible notes with associated derivative liabilities are allocated first to the derivative liability at fair value, with the residual allocated to the host debt instrument and recorded as a debt discount, which is amortized to interest expense over the note term using the effective interest method.

Fair Value of Financial Instruments

The ~~Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about~~ fair value ofis ~~its~~an ~~financial instruments~~exit ~~and~~price ~~paragraph~~representing ~~820-10-35-37 of~~ the ~~FASB~~amount ~~Accounting~~that ~~Standards~~would ~~Codification~~be ~~(“Paragraph~~received ~~820-10-35-37”)~~ to ~~measure the~~sell ~~fair~~an ~~value~~asset ofor ~~its~~required ~~financial~~to ~~instruments.~~transfer ~~Paragraph 820-10-35-37 establishes~~ a ~~framework~~liability ~~for measuring fair value~~ in ~~accounting principles~~an ~~generally~~orderly ~~accepted~~transaction inbetween ~~the~~market ~~United States of America under U~~participants.S. ~~GAAP~~As ~~and~~such, ~~expands disclosures about~~ fair value ~~measurements.~~of Toa ~~increase consistency~~financial ~~and~~instrument ~~comparability~~is ina ~~fair value measurements and related disclosures, Paragraph 820~~market-~~10-35-37~~based ~~establishes~~measurement athat ~~fair value hierarchy~~should ~~which~~be ~~prioritizes~~determined ~~the~~based ~~inputs~~on ~~to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives~~ the ~~highest~~assumptions ~~priority~~that tomarket ~~quoted~~participants ~~prices~~would ~~(unadjusted)~~use in ~~active~~pricing ~~markets~~an ~~for~~asset ~~identical assets~~ or ~~liabilities~~a ~~and the lowest priority to unobservable inputs~~liability. ~~The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:~~

Level 1:	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2:	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3:	Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximate the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of:

December 31, 2024:

SCHEDULE OF FAIR VALUE MEASUREMENT

Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	510,154
Total	$	–	$	–	$	510,154

December 31, 2023:

Description	Level 1		Level 2		Level 3
Derivative	$	–	$	–	$	293,621
Total	$	–	$	–	$	293,621

F-9

A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

	●	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
	●	Level 2: Observable inputs that reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
	●	Level 3: Unobservable inputs reflecting our own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participants assumptions that are reasonably available.

The Company’s financial instruments reported at their fair values consist of derivative liabilities. The Company’s derivative liabilities had a fair value of $102,670 and $510,154 as of December 31, 2025 and 2024, respectively. The decrease is primarily attributable to the payoff and conversion of the related convertible notes during the year. These instruments are in level 3 of the fair value hierarchy.

When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of December 31, 2025 and 2024, the Company did not have any level 1 or 2 financial instruments. On December 31, 2025 and 2024 the Company’s level 3 financial instruments were derivative liabilities.

The following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis.

At December 31, 2025

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Derivative Liability		—		—	$	102,670

F-10

At December 31, 2024

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Derivative Liability		—		—	$	510,154

Basic and Diluted Income (Loss) Per Share

The Company computes ~~income~~earnings (loss) per share (“EPS”) in accordance with ~~FASB~~ ASC 260., ~~Basic~~“Earnings ~~earnings~~per ~~(loss)~~Share” ~~per~~which ~~share~~requires presentation isof ~~computed~~both ~~using~~basic ~~the~~and ~~weighted-average number~~diluted ofEPS ~~common~~on ~~shares~~the ~~outstanding~~face ~~during~~of the ~~period.~~statement ~~Diluted~~of ~~earnings~~operations. ~~(loss)~~Basic ~~per~~EPS ~~share~~ is computed ~~using~~by ~~the~~dividing ~~weighted-average~~net ~~number~~income (loss) ofavailable to common ~~shares~~shareholders ~~and~~by the ~~dilutive~~weighted ~~effect~~average number of ~~contingent~~ shares outstanding during the period. AsDiluted ofEPS ~~December~~gives ~~31,~~effect ~~2024, the Company has~~to ~~approximately~~all ~~185,410,863~~diluted ~~potentially~~potential ~~dilutive~~common shares ~~from~~outstanding ~~convertible~~during ~~notes~~the ~~payable~~period. ~~and~~In ~~90,000,000~~computing ~~potentially~~diluted ~~dilutive~~EPS, ~~shares~~the ~~from Series~~average Astock ~~preferred~~price ~~stock.~~for Asthe ofperiod ~~December~~is used ~~31,~~in ~~2023,~~determining the ~~Company~~number ~~has~~of ~~approximately~~shares ~~399,387,000~~assumed ~~potentially~~to ~~dilutive~~be ~~shares~~purchased from ~~convertible notes~~the ~~payable~~exercise ~~and~~of ~~90,000,000~~warrants ~~potentially~~or ~~dilutive~~stock ~~shares~~or ~~from~~conversion ~~Series~~of ~~A preferred~~ stock. Diluted EPS ~~amounts~~excludes ~~are~~all ~~not~~dilutive ~~presented~~potential ~~when~~shares ~~the~~if their effect of ~~the~~is ~~computations are~~ anti-dilutive ~~due to the losses incurred~~.

As of December 31, 2025, the Company had 90,000,000 potential dilutive shares of common stock from convertible preferred stock, approximately 4,538,474 shares from convertible debt, and 12 shares from warrants. As of December 31, 2024, the Company has approximately 3,892,317 potentially dilutive shares of common stock from convertible notes payable, 212 shares from warrants and 90,000,000 potentially dilutive shares of common stock from Series A preferred stock.

For periods with a net loss the effect of any potentially dilutive shares is anti-dilutive and they have been excluded from dilutive EPS.

Revenue Recognition

The Company ~~follows~~recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers,. ~~the~~The core principle of ~~which~~ASC 606 is that ~~an entity should recognize~~ revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the ~~entity~~ Company expects to be entitled ~~to receive~~ in exchange for those goods or services. ToThe ~~achieve~~Company ~~this~~applies ~~core~~the ~~principle,~~following five-step ~~basic~~model criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to ~~performance obligations in the contract; and (5) recognize~~achieve ~~revenue~~that ~~when~~core ~~or as the Company satisfies a performance obligation. The company generates revenues primarily from search engine marketing.~~principle:

~~Jubilee~~Step ~~generates~~1: ~~revenue~~Identify inthe ~~two~~contract ~~ways.~~with the customer

~~The~~Step ~~first~~2: ~~and~~Identify ~~more~~the ~~substantial~~performance ~~consists~~obligations ofin ~~Jubilee~~the ~~launching and managing Yahoo partner advertisements on its own behalf.~~contract

~~The~~Step ~~second~~3: isDetermine ~~a SAAS model in which Jubilee allows third party companies to use~~ the ~~platform~~transaction ~~to run Yahoo partner ads. The fee for this service is 5% of the third-party ad spend.~~price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Company satisfies a performance obligation

The transaction price is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services and may include fixed amounts, variable amounts, or both. When determining the transaction price, the Company considers the effects of variable consideration, constraints on estimates of variable consideration, the existence of a significant financing component, noncash consideration, and consideration payable to a customer.

During the years ended December 31, 2025 and 2024, the Company did not generate any revenues, as it has not yet identified or commenced a revenue-generating line of business since the deconsolidation of Jubilee.

Accounts Receivable

~~The~~In ~~Company~~considering ~~evaluates~~ the collectability of ~~its trade~~ accounts receivable, ~~based~~the onCompany atakes ~~number~~into ofaccount ~~factors.~~the Inlegal ~~circumstances~~obligation ~~where~~for payment by the ~~Company~~customer, ~~becomes~~as ~~aware~~well ofas athe ~~specific~~financial ~~customer’s~~capacity ~~inability~~of the customer to ~~meet~~fund its ~~financial~~obligation ~~obligations~~ to the Company,. aThe ~~specific~~carrying ~~reserve~~amount ~~for~~of ~~bad~~accounts ~~debts~~receivable represents isthe ~~estimated~~maximum ~~and~~credit ~~recorded,~~exposure ~~which~~on ~~reduces~~this ~~the~~balance. ~~recognized~~Management individually reviews all delinquent accounts receivable tobalances and based on an assessment of current creditworthiness, estimates the ~~estimated~~portion, ~~amount~~if any, of the ~~Company~~balance ~~believes~~that will ~~ultimately~~not be collected. and would directly Inwrite-off ~~addition~~these tobalances. ~~specific~~Management ~~customer~~considers ~~identification~~a number of ~~potential~~factors, ~~bad~~including ~~debts~~the age of the receivables, ~~bad~~current ~~debt~~economic ~~charges~~conditions ~~are~~and ~~recorded~~other information management obtains regarding the financial condition of customers. The policy for determining the past due status is based on the ~~Company’s~~contractual ~~historical~~payment terms of each customer. Once collection efforts by the Company ~~losses~~are ~~and~~exhausted, anthe ~~overall~~determination ~~assessment~~for ofdirectly ~~past~~writing ~~due~~off ~~trade~~uncollectible receivables is made. The Company reported no accounts ~~receivable~~receivables ~~outstanding~~on December 31, 2025 and 2024.

~~Income~~Discontinued ~~Taxes~~Operations

~~Income~~The ~~taxes~~Company ~~are~~accounts ~~provided~~ for ~~the~~discontinued ~~tax~~operations ~~effects of the transactions reported~~ in ~~the~~accordance ~~financial~~with ~~statements~~ASC ~~and~~205-20, ~~consist~~Presentation of ~~taxes~~Financial ~~currently~~Statements ~~due~~– ~~plus~~Discontinued ~~deferred taxes related primarily to tax net operating loss carryforwards~~Operations. The ~~deferred~~disposal ~~tax assets and liabilities represent the future tax return consequences~~ of ~~these~~a ~~differences,~~component ~~which will either be taxable~~ or ~~deductible~~group ~~when~~of ~~assets~~components ~~and~~is ~~liabilities~~classified ~~are recovered or settled,~~ as ~~well~~a asdiscontinued ~~operating~~operation ~~loss~~if ~~carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the ~~years~~disposal inrepresents ~~which those temporary differences are expected to be recovered or settled. The effect on deferred~~a ~~tax~~strategic ~~assets~~shift ~~and liabilities of a change in tax rates is recognized in income in the period~~ that ~~includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management~~has, itor ~~is more likely than not that such deferred tax assets~~ will ~~not~~have, ~~become available. Because the judgment about the level of future taxable income is dependent to~~ a ~~great~~major ~~extent~~effect on ~~matters~~ ~~that may, at least in part, be beyond~~ the Company’s ~~control,~~operations itand isfinancial atresults. ~~least~~This ~~reasonably~~includes ~~possible~~the ~~that management’s~~sale, ~~judgment~~abandonment, ~~about~~or ~~the~~other ~~need~~disposal ~~for~~of alegal ~~valuation~~entities, ~~allowance~~business ~~for~~segments, ~~deferred~~or ~~taxes~~significant ~~could change in the near term~~components.

~~F-10~~Upon meeting the criteria for discontinued operations, the results of operations, including any gain or loss on disposal, are presented separately in the consolidated statements of operations for all periods presented. Assets and liabilities of discontinued operations are presented separately in the consolidated balance sheets. The results of operations of the discontinued component are still reported separately in the consolidated statement of operations.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2024 and 2023, no liability for unrecognized tax benefits was required to be reported.F-11

Management evaluates and updates the classification of operations as discontinued when relevant events occur, such as the approval of a sale plan, abandonment, or completion of disposal.

Segment Reporting

The Company uses the “management approach” to identify its reportable segments. This approach is based on the internal organizational structure used by management for making operational decisions and assessing the performance of the business.

The Company previously operated through two reportable segments. Through May 12, 2025, the Company, through its subsidiary Jubilee, operated an Advertising segment that launched and managed Yahoo partner advertisements and provided a SaaS platform for third parties to run such advertisements. This segment subsequently ceased to meet the criteria for classification as a continuing operation and was therefore reclassified as a discontinued operation. As a result of this reclassification, all prior period segment information has been recast to conform to the current period presentation.

Following this reclassification, the Company operates through a 1single reportable segment, the Holding Segment. The Holding Segment includes corporate functions such as finance, legal, human resources, and executive management, and represents the parent-level activities of the Company, including the identification and pursuit of new business opportunities. This segment will provide financing support to other operating units, and corporate-level expenses are recorded within this segment.

As the Company operates as a single reportable segment, no further disaggregated segment information is required to be disclosed under ASC 280, Segment Reporting. Financial information related to the discontinued Advertising segment operations is presented separately in Note 17 — Discontinued Operations.

Reverse Stock Split

On April 24, 2025, the Company effected a 1-for-500 reverse stock split of its issued and outstanding common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 500 shares of issued and outstanding common stock were converted into one. The par value of the common stock remained unchanged at $0.001 per share.

In accordance with Staff Accounting Bulletin (“SAB”) Topic 4C and ASC 260-10-55-12, the reverse stock split has been retrospectively reflected in these consolidated financial statements for all periods presented, including the balance sheets and statements of stockholders’ equity. All share and per-share amounts — including earnings per share and weighted-average shares outstanding — have been restated to give effect to the reverse stock split.

No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the split were rounded up to the next whole share, consistent with the Company’s corporate charter. This accounting policy ensures the comparability of share-related information across all periods presented.

The reverse stock split did not affect the total dollar amount of common stock or total stockholders’ equity.

Allowance for Credit Losses

The Company applies the CECL model under ASC 326 to estimate expected credit losses on financial assets, including trade receivables, notes receivable, and held-to-maturity debt securities. CECL requires consideration of historical loss experience, current conditions, and reasonable forecasts over the asset’s contractual life.

As of the reporting date, the Company recorded a material allowance for credit losses related to an outstanding note receivable, establishing a full reserve for the entire balance of the note and the related interest receivable.

F-12

The allowance is reassessed at each reporting period, and changes are recognized in the income statement as credit loss expense. The Company has considered the recent guidance and does not have receivables that would require this level of analysis in determining the net realizable balance of accounts receivable.

Income taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.

The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2025, and 2024 and has not filed tax returns for either year. The Company has not received any notifications from the IRS. Reported tax benefits and valuation allowances are the Company’s best estimate of its tax positions and have not been reviewed by the taxing authority.

Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense. We had no accrual for interest or penalties on our consolidated balance sheets at December 31, 2025 or 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the period ended December 31, 2025 and 2024.

The Company is subject to taxation in the United States and the State of Nevada.

The Company has not filed federal or applicable state income tax returns for the fiscal years ended December 31, 2025 and 2024. Accordingly, those tax years remain open to examination by the respective tax authorities once filed.

Commitments And Contingencies

The Company accounts for contingencies in accordance with ASC 450-20. Liabilities for loss contingencies, including claims, assessments, litigation, fines, penalties, and other matters, are recognized when it is probable that a liability has been incurred and the amount can be reasonably estimated.

If a loss contingency is reasonably possible but not probable, or if the amount cannot be reasonably estimated, the Company discloses the nature of the contingency and an estimate of the possible loss or range of loss, if determinable.

Concentration And Credit Risk

Financial instruments which potentially subject the Company to credit risk consist of cash. Cash is maintained with a major financial institution in the USA that is creditworthy. The Company maintains cash in bank accounts insured up to $250,000 by the Federal Deposit Insurance Corporation (“FDIC). On December 31, 2025 and 2024, no cash balances were in excess of federally insured limits.

Recently Issued Accounting Pronouncements

~~The~~ASU ~~Company~~2023-09, ~~has~~Income ~~implemented~~Taxes ~~all~~(Topic ~~new~~740) ~~applicable~~— ~~accounting~~Improvements ~~pronouncements~~to ~~that~~Income ~~are~~Tax ~~in effect~~Disclosures. ~~These~~This ~~pronouncements~~ASU ~~did~~requires ~~not~~enhanced ~~have~~disclosures ~~any~~in ~~material~~the rate ~~impact~~reconciliation onand ~~the~~disaggregation ~~financial~~of ~~statements~~income ~~unless~~taxes ~~otherwise~~paid ~~disclosed~~by federal, state, and foreign jurisdiction. The standard was effective for public business entities for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025. As the Company ~~does~~recognized ~~not~~no ~~believe~~income ~~that~~tax ~~there~~expense ~~are~~and ~~any~~made ~~other~~no ~~new~~income ~~accounting~~tax payments during the year ended December 31, 2025, and maintains a ~~pronouncements~~full ~~that~~valuation ~~have~~allowance ~~been~~against ~~issued~~its ~~that~~deferred ~~might~~tax assets, the adoption did not have a material impact on ~~its~~the Company’s consolidated financial ~~position~~statements or ~~results of operations~~disclosures.

ASU 2024-03, Income Statement — Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disaggregated disclosure of certain income statement expense line items within the notes to financial statements. For smaller reporting companies, the standard is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company does not expect this standard to have a material impact on its consolidated financial statements given the limited nature of its expense categories.

F-13

The Company periodically evaluates newly issued accounting standards and has not identified any other recently issued pronouncements expected to have a material effect on its consolidated financial statements.

NOTE 3 - GOING CONCERN

The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and ~~liquidation~~payments of liabilities in the normal course of business.

As of December 31, ~~2024~~2025, the Company had an accumulated deficit of $3,~~096~~745,~~015~~941. Net loss and net cash flows used in operating activities for the year ended December 31, 2025 was $126,948 and $150,524, respectively. The cash balance held as of December 31, 2025 is $3,382. In May 2025, the Company discontinued its only operating segment, Jubilee Intel LLC, which generated revenues. The Company requires additional funds to support its operations and to achieve its business development goals, the attainment of which are not assured.

These factors and uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might incur in the event the Company cannot continue in existence. Management intends to seek additional capital from new equity securities offerings, debt financing and debt restructuring to provide funds needed to increase liquidity, fund internal growth and fully implement its business plan. However, management can give no assurance that these funds will be available in adequate amounts, or if available, on terms that would be satisfactory to the Company.

The timing and amount of the Company’s capital requirements will depend on a number of factors, including maintaining its status as a public company and supporting shareholder and investor relations.

NOTE 4 – NOTE RECEIVABLE

On May 2, 2024, the Company ~~made~~entered into a ~~strategic~~$100,000 ~~loan~~promissory tonote agreement with an independent, ~~privately-held~~ non-affiliated third party. byThe ~~entering~~note had ~~into~~ a ~~$100,000, 180~~term ~~day 8% on demand Promissory Note Agreement. As~~ of ~~December~~180 ~~31,~~days ~~2024,~~and ~~there~~bore ~~is $5,326 of~~ interest ~~receivable~~at ~~due~~8% onper ~~this note~~annum.

As of December 31, 2024, the note was in default, and the Company determined that an allowance for the full amount of the note was required, as the note was considered potentially uncollectible. Accordingly, the Company recorded a full allowance for credit losses on the outstanding principal balance and related accrued interest of $5,326 and recognized credit loss expense of $100,000 for the year ended December 31, 2024.

As of December 31, 2025, the note remains outstanding and in default. The Company continues to maintain a full allowance for credit losses on the outstanding principal balance and all related accrued interest, including additional accrued interest of $8,426 during the year ended December 31, 2025, as management believes the amounts are potentially uncollectible.

SCHEDULE OF NOTE RECEIVABLE

Description	December 31, 2025			December 31, 2024
				(Restated)
Notes receivable - current portion	$	113,752		$	105,326
Allowance for doubtful accounts		(113,752	)		(105,326	)
Notes receivable, net	$	—		$	—

NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

On September 20, 2024, Hallmark Venture Group, Inc. entered into a ~~Debt~~debt ~~Cancellation~~cancellation ~~Agreement~~agreement with ~~Archer~~a &vendor, ~~Greiner~~pursuant to which $262,192 of Poutstanding legal fee obligations were forgiven.~~C.,~~ ~~and~~The Company recognized a ~~total~~ corresponding gain on extinguishment of debt of $262,192 for ofthe ~~legacy~~year ~~legal~~ended ~~debts~~December ~~were~~31, ~~cancelled~~2024.

~~As of December 31, 2024 and 2023, accounts payable and accrued liabilities consist of the following:~~F-14

An unrelated third party paid $26,381 on behalf of the Company to settle certain accounts payable balances outstanding as of December 31, 2024. In exchange, the Company issued an unsecured, non-interest-bearing convertible note on July 15, 2025, with a stated maturity date of July 16, 2026. The note was subsequently converted into 239,827 shares of common stock on July 22, 2025.

During the year ended December 31, 2025, certain vendors issued a demand for payments of outstanding balances through legal counsel and third-party collection agencies. The Company evaluated these matters and recorded the related liabilities in its consolidated financial statements, as management believes such amounts are probable and reasonably estimable.

The following table presents the Company’s accounts payable and accrued liabilities balances as of December 31, 2025 and 2024.

Description	December 31, ~~2024~~2025		December 31, ~~2023~~2024
Legal fees	$	26,381	$	281,716
			(Restated)
Total	$	26,381	$	281,716
Legal fees	$	—	$	26,381
Credit cards		9,098		—
Accrued expenses		182,168		15,093
Accounts payable and accrued liabilities		191,266		41,474

NOTE 6 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

On ~~October~~December 5, ~~2022~~2023, the Company issued a ~~$50,000,~~Convertible ~~10%~~Exchange ~~convertible~~Note ~~promissory note~~ to ~~Selkirk~~John ~~Global Holdings~~Murphy, ~~LLC,~~for ~~(“Selkirk”)~~$144,501. The Note ~~matured~~was ~~October 5~~unsecured, ~~2023~~non-interest bearing, and ~~had~~matures aon ~~10%~~December ~~OID~~4, ~~and~~2024. The note was convertible into ~~the~~shares ~~Company’s~~of common stock at a ~~price equal to 55~~50% ~~of the~~ average closing trading price offor the twenty-five ~~Company’s~~days ~~common~~prior ~~stock~~to ~~during~~conversion. ~~the~~On 20March ~~consecutive~~8, ~~trading~~2024, ~~days~~$70,000 ~~prior~~of to the ~~date~~outstanding onbalance ~~which~~was ~~the~~repaid ~~holder elects~~using tofunds ~~convert~~provided ~~all~~by oran ~~part~~investor pursuant ofto ~~the~~an ~~Note.~~escrow ~~The~~arrangement ~~Note~~entered ~~was~~into ~~being~~by ~~funded through~~ the ~~direct payment of~~ Company ~~expenses~~. On ~~September~~July 2621, ~~2024~~ 2025, ~~Selkirk~~Mr. ~~forgave~~Murphy ~~all~~converted ~~amounts~~this ~~due~~note ofinto ~~$51~~1,~~682~~275,702 ~~and~~shares of ~~$14,678,~~common ~~principal~~stock. ~~and~~As ~~interest~~of December 31, ~~respectively.~~2025 ~~The~~and ~~total~~2024, ~~amount~~the balance of ~~$66,360~~the ~~was~~note ~~credited to~~is ~~additional~~$0 ~~paid~~and in$74,501, ~~capital~~respectively.

~~F-11~~On October 6, 2022, the Company issued a 10% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bears interest at 10% per annum and matures on October 5, 2023. The note is convertible into shares of common stock at a conversion price equal to 55% of the average closing price of the Company’s common stock during the twenty consecutive trading days prior to the conversion date. On August 12, 2025, Selkirk Global Holdings, LLC converted this note into 941,363 shares of common stock. As of December 31, 2025 and 2024, the balance of the note was $0 and $0, respectively.

On April 6, 2023, the Company issued a ~~$50,000,~~ 10% ~~convertible~~Convertible ~~promissory~~Promissory ~~note~~Note to Selkirk Global Holdings, LLC, ~~(the~~with ~~“Note”). The~~a ~~Note~~face ~~matured~~value ~~April~~of 5$50,000. ~~2024,~~The Note ~~had~~bears ainterest at 10% ~~OID~~per annum, compounded monthly, and ~~was~~matures on April 5, 2024. The note is convertible into ~~the~~shares ~~Company’s~~of common stock at a conversion price equal to 55% of the average closing price of the Company’s common stock during the 20twenty consecutive trading days prior to ~~the~~conversion. ~~date~~On onAugust ~~which~~12, ~~the~~2025, ~~holder elects~~Selkirk toGlobal ~~convert~~Holdings, ~~all~~LLC orconverted ~~part~~this ofnote ~~the~~into ~~Note.~~402,038 ~~The~~shares ~~Note~~of ~~was~~common stock. ~~being~~As ~~funded through the direct payment~~ of ~~Company~~December ~~expenses.~~31, On2025 ~~September~~and ~~26,~~ 2024, ~~Selkirk~~the ~~forgave~~balance ~~all~~of ~~amounts~~the ~~due~~note ofwas $~~27,274~~0 and $30,~~789,~~ ~~principal and interest,~~ respectively. ~~The total amount of $31,063 was credited to additional paid in capital.~~

AsOn of December 3112, 2023, the ~~above~~Company ~~Notes~~issued ~~are~~a ~~disclosed~~convertible asexchange ~~$59~~note to Paul Strickland. The note was unsecured,~~188~~ non-interest-bearing, ~~net~~and matured on December 12, 2023. On August 7, 2025, the note was converted into 83,753 shares of ~~debt~~common ~~discount~~stock. As of December 31, 2025 and 2024, the balance of the note was $170 and $0,~~430~~ respectively.

AsIn connection with the acquisition of ~~December~~Jubilee 31Intel, ~~2023~~LLC in fiscal year 2024, ~~the~~debt ~~total~~obligations ~~due~~totaling on$103,284, including accrued interest, owed to Selkirk Global Holdings, LLC (“Selkirk”) and Paul Strickland under the notes described above ~~notes~~were ~~for~~cancelled ~~principal~~as ~~and~~part of ~~interest~~the ismerger ~~$76~~consideration. In May 2025,~~618~~ following the termination of the merger agreement and $7the Company’s transfer of its membership interest in Jubilee Intel,~~555~~ LLC, ~~respectively~~the previously cancelled debt was reinstated, including the continuation of accrued interest under the original terms.

OnAs ~~December~~a 5result, ~~2023,~~ the Company ~~issued~~recognized athe ~~Convertible~~reinstated ~~Exchange~~debt ~~Note~~of ~~to John Murphy, for~~ $~~144~~103,~~501.~~284, ~~The~~including ~~Note~~accrued ~~is unsecured~~interest, ~~non-interest~~as ~~bearing, and~~a ~~matures~~liability on ~~December~~its 4,consolidated ~~2024~~balance sheet. ~~The~~Additional ~~note~~interest isexpense ~~convertible~~of ~~into~~$11,542 ~~shares~~was ofaccrued ~~common~~through ~~stock~~the atdate aof ~~50%~~conversion ~~discount~~in toaccordance with the ~~lowest~~original ~~trading~~note ~~price for~~terms, ~~the~~which ~~twenty-five~~bear ~~days~~interest ~~prior~~at to10% ~~conversion~~per annum. OnIn ~~March~~August 82025, ~~2024,~~ the ~~Company~~outstanding ~~repaid $70~~balances,~~000~~ ofincluding ~~the~~accrued ~~loan.~~interest, Aswere ofconverted ~~December~~into ~~31,~~an ~~2024, the note~~aggregate isof ~~disclosed as $74~~1,~~501~~427,156 ~~net~~shares of ~~discount~~common ~~of $0~~stock. As of December 31, ~~2023~~2025, the ~~note~~outstanding isbalance ~~disclosed as $12,042, net~~ of ~~discount~~the ofnotes was $~~132,459~~0.

~~NOTE~~On 7July –17, ~~SETTLEMENT~~2025, ~~LIABILITY~~the Company issued a 6% Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $50,000. The Note bears interest at 6% per annum, compounded monthly, and matures on July 16, 2026. The note is convertible into shares of common stock at a conversion price equal to a 50% discount to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. As of December 31, 2025, there is $27,326 and $751 of principal and interest, respectively, due on this note. As of December 31, 2025 and 2024, the unamortized debt discount balance was $10,924 and $0, respectively.

On September 15, 2022, the Company was informed through its counsel in regard to a past due note payable, with an unrelated third party, from 2017 in the amount of $60,217 along with calculated past due interest of $75,699 resulting in a total amount due of $135,916. On September 24, 2022, the Company entered into a 90F-day Standstill Agreement relating to the claim against the Company. The Company has acknowledged the liability and has booked $139,821 (includes additional interest of $3,905) as a Settlement Liability as of December 31, 2024.15

OnNOTE ~~March~~ 7, ~~2023,~~– ~~the~~CONVERTIBLE ~~Company,~~NOTES Phase I Operations, Inc, and The Robert Papiri Defined Benefit Plan entered into an Assignment of Debt Agreement (the “Agreement”), whereby, the note payable for $139,821, was purchased by and assigned to Phase I Operations, Inc.PAYABLE

On March 151, ~~2023~~2024, the Company issued 23a $100,~~502~~000,~~934~~ ~~shares~~6% ofdemand ~~its~~promissory ~~common~~note ~~stock~~(the “Note”) to ~~Phase~~a Inon-affiliated ~~Operations~~third party. The Note matured on August 28, ~~Inc~~2024, 180 days from the date of issuance. The Note was issued in exchange for ~~conversion~~the holder making direct payments of certain Company expenses, including $2870,~~204~~000 used to settle amounts owed to the Company’s Chief Executive Officer and Director. On May 6, 2024, the Note, with an outstanding balance of ~~debt~~$103,986, was assigned to another non-affiliated third party. Subsequently, the Note was replaced with a new promissory note dated May 30, 2025, in the amount of $103,986. Any accrued interest under the original and replacement notes was cancelled and was not required to be repaid. On August 5, 2025, the holder elected to convert the outstanding balance into 611,682 shares of the Company’s common stock. As of December 31, 2025, the outstanding balance of the note was $0.

On ~~April~~May 201, ~~2023~~2024, the Company issued 28a $100,~~385~~000,~~910~~ 8% convertible promissory note (the “Note”) to a non-affiliated third party. The Note bore interest at 8% per annum and matured on April 30, 2025. In connection with the issuance of the Note, the Company entered into a warrant subscription agreement pursuant to which the holder was issued 100,000 warrants, exercisable within one year from the date of issuance at an exercise price of $1.00 per share. The Note was convertible into shares of ~~its~~the Company’s common stock at a conversion price equal to ~~Phase~~25% of Ithe ~~Operations~~average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On June 2, ~~Inc~~2025 and June 3, 2025, the holder elected to convert all of the outstanding balance of the note, including accrued interest of $9,973; $75,766 of the note was converted into 2,559,650 shares and; $34,207 of the note including accrued interest was converted into 1,147,884 shares of the Company’s common stock, respectively. ~~for~~As ~~conversion~~of December 31, 2025 and 2024, the outstanding principal balance of the Note was $170 and $100,~~032~~000, respectively, and accrued interest was $0 and $5,475, respectively. As of December 31, 2025 and 2024, the unamortized debt discount was $0 and $33,333, respectively.

On ~~June~~March 127, ~~2023~~2025, the Company issued 31a $50,~~196~~000,~~115~~ 8% convertible promissory note (the “Note”) to a non-affiliated third party. The Note bore interest at 8% per annum and had a maturity date of March 6, 2026. The Note was convertible into shares of ~~its~~the Company’s common stock at a conversion price equal to ~~Phase~~50% Iof ~~Operations,~~the ~~Inc.~~average ~~for~~closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On June 3, 2025, the holder elected to convert a portion of the outstanding balance of the Note, including accrued interest of $15986,~~598~~ into 856,908 shares of ~~debt~~the Company’s common stock. The Note, including all accrued interest, was fully converted during the year ended December 31, 2025. As of December 31, 2025, the outstanding balance of the Note was $0.

On July 128, ~~2023~~2025, the Company issued 34a 6% convertible promissory note (the “Note”) to a non-affiliated third party with a face value of up to $50,~~284~~000. The Note bore interest at 6% per annum,~~530~~ compounded monthly, and matured on July 7, 2026. The Note was convertible into shares of ~~its~~the Company’s common stock at a conversion price equal to ~~Phase~~50% of Ithe ~~Operations~~average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On August 25, ~~Inc~~2025, the Company amended the Note to increase the face value from $50,000 to $100,000. As ~~for~~of ~~conversion~~December 31, 2025, the outstanding principal balance of the Note was $1755,~~142~~200 and accrued interest was $1,212. As of December 31, 2025, the unamortized debt discount was $19,069.

On ~~September~~May 15, ~~2023~~2025, the Company issued 25six 6% convertible promissory notes to a non-affiliated third party with an aggregate principal amount of $232,~~828~~187. The notes bore interest at 6% per annum,~~853~~ compounded monthly, and matured on November 14, 2025. The notes were convertible into shares of ~~its~~the Company’s common stock at a conversion price equal to ~~Phase~~a I20% ~~Operations~~discount to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On June 2, ~~Inc~~2025, the holder elected to convert the outstanding principal and accrued interest under all six notes into 2,385,946 shares of the Company’s common stock. ~~for~~As ~~conversion~~a result, an aggregate of $28232,~~412~~186.71 of debt was retired, and no principal or interest remained outstanding. As of December 31, 2025, there was no outstanding balance related to these notes.

OnThe ~~September~~notes ~~18,~~were ~~2023~~convertible, at the ~~Company~~option ~~issued~~of 19the holder,~~000,000~~ into shares of ~~its~~the Company’s common stock at a conversion price determined pursuant to ~~DACE~~the ~~Marketing~~terms ~~Consulting,~~of ~~LLC~~the ~~for~~notes. The Company evaluated the conversion offeatures $5under ASC 815,~~700~~ Derivatives and Hedging, and determined ofthat the features required bifurcation and classification as derivative liabilities. Accordingly, the Company recognized a derivative liability at fair value on the issuance date, with an offsetting debt discount. The derivative liability was subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in the consolidated statements of operations. Upon conversion of the notes during the year ended December 31, 2025, the related derivative liability was extinguished.

On ~~September~~May 1814, ~~2023~~2025, the Company issued 19a $80,000,~~000~~ 6% convertible exchange note (the “Exchange Note”) to a non-affiliated third party in exchange for the cancellation of a prior on-demand promissory note dated November 19, 2024. The Exchange Note bore interest at a guaranteed rate of 6% per annum and matured on November 13, 2025. The Exchange Note was convertible into shares of ~~its~~the Company’s common stock at a conversion price equal to ~~John~~a ~~Milardovic~~20% ~~for~~discount ~~conversion~~to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On June 3, 2025, the holder elected to convert $76,316 of the outstanding principal into shares of the Company’s common stock. On August 5,~~700~~ 2025, the holder converted the remaining outstanding principal balance of ~~debt~~$3,684 into shares of common stock, resulting in full conversion of the principal amount. Accrued interest of approximately $4,800 was waived by the holder in connection with the settlement of the Exchange Note. As of December 31, 2025, the outstanding balance of the note was $0.

~~On September 18, 2023, the Company issued 41,440,699 shares of its common stock to Phase I Operations, Inc. for conversion of $12,432 of debt.~~F-16

On ~~January~~May 530, ~~2024~~2025, the Company issued 10a $100,~~005~~000,~~580~~ 6% convertible exchange note (the “Note”) to a non-affiliated third party in exchange for the cancellation of an existing promissory note dated May 1, 2024. The Note bore interest at a guaranteed rate of 6% per annum and matured on November 30, 2025. The Note was convertible into shares of ~~its~~the Company’s common stock at a conversion price equal to ~~Phase~~a I20% ~~Operations~~discount to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On August 5, ~~Inc~~2025, the holder elected to convert the outstanding principal balance of $103,986 into 611,682 shares of the Company’s common stock, resulting in full settlement of the Note. ~~for~~Accrued ~~conversion~~interest of approximately $56,~~003~~239 was waived by the holder in connection with the settlement of ~~debt~~the Note. As of December 31, 2025, the outstanding balance of the Note was $0.

~~F-12~~As of December 31, 2025, the total amount due to a loan holder was $55,200 and $1,212 of principal and interest, respectively. The convertible note balance reported on December 31, 2025 is $36,131, net of debt discount of $19,069.

OnAs ~~April~~of 5December 31, 2024, ~~$4,500 of~~ the ~~remaining~~total ~~principal~~amount ~~was~~due ~~assigned~~ to ~~Alpha~~a ~~Strategies~~loan ~~(Note~~holder ~~8).~~was ~~The~~$100,000 ~~remaining~~and $5,474 of principal and interest ~~totaling $3~~,~~630~~ ~~was~~respectively. ~~credited~~The toconvertible note abalance ~~gain~~reported on ~~forgiveness~~December 31, 2024 is $66,666, net of debt discount of $33,333.

NOTE 8 – SETTLEMENT LIABILITY ~~– RELATED PARTY~~

On ~~September~~November 173, 2020, the Company entered into a settlement agreement ~~with~~to ~~Green~~resolve ~~Horseshoe,~~outstanding ~~LLC.,~~obligations ~~Inc.~~totaling on$581,876, ~~its past due notes payable with~~consisting aof principal ~~balance~~ of $285,206 and accrued interest of $296,670. ~~representing~~The asettlement ~~total~~ amount ofwas non-interest bearing and was to be satisfied through the ~~settlement~~issuance of ~~$581~~unrestricted,~~876~~ freely tradable shares of the Company’s common stock at a conversion price equal to 50% of the average closing market price for the ten trading days preceding each issuance notice. ~~The~~Shares ~~settlement~~were to be issued in one or more tranches, with ~~amount~~each isissuance ~~non-interest~~limited ~~bearing~~to less than 10% of the Company’s then issued and outstanding shares until the settlement amount was satisfied.

~~The~~On ~~agreement~~March ~~calls~~28, ~~for~~2024, the ~~Company’s~~settlement ~~transfer agent to issue free-trading common shares to Green Horseshoe~~agreement, ~~LLC.~~including atan aoutstanding ~~conversion~~balance ~~rate~~ of ~~50%~~approximately of$146,799, ~~the~~was ~~average~~assigned ~~closing price of the Company’s shares for the 10 prior trading days prior~~ to ~~any~~a ~~issuance notice issued by~~non-affiliated ~~Green~~third ~~Horseshoe, LLC~~party. ~~The~~On ~~Company~~May ~~shall~~6, ~~issue~~2024, ~~its unrestricted common stock in one or more tranches of less than 10% of~~ the ~~Company’s then~~liability ~~issued~~was ~~and~~further ~~outstanding~~assigned ~~shares~~to ~~until~~another ~~the~~non-affiliated ~~agreed~~third ~~upon settlement is satisfied~~party.

On ~~March~~August 288, ~~2024~~2025, ~~Green~~the ~~Horseshoe,~~holder ~~LLC~~elected ~~assigned~~to convert the ~~Settlement~~outstanding ~~Agreement~~balance into 1,346,780 ~~Court~~shares ~~Order~~of the Company’s common stock in full satisfaction of the obligation. As of December 31, 2025 and 2024, the settlement liability had a balance of ~~debt~~$0 ofand $146,799 ~~to Alpha Strategies Trading Software~~, ~~Inc~~respectively.

On May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).

NOTE 9 – NOTES PAYABLE

On ~~March~~October 19, 2024, the Company ~~issued~~authorized athe ~~$100,000,~~issuance 6%of ~~Demand~~up ~~Promissory note (the “Note”)~~ to ~~Alpha Strategies Trading Software~~$500, ~~Inc.,~~000 ~~(“Alpha~~in ~~Strategies”) a~~ non-~~affiliate~~convertible ofpromissory ~~the Company~~notes. The ~~Note~~notes, ~~matures~~when ~~on August 28~~issued, ~~2024,~~will bear ~~180~~interest ~~days~~at ~~from~~a ~~the~~rate ~~date~~ of ~~the~~ ~~Note.~~12% ~~The~~per ~~Note~~annum ~~has~~and ~~been~~will ~~issued~~be todue ~~Holder~~and inpayable ~~exchange~~six ~~for~~months ~~having~~after ~~made~~issuance. ~~direct~~Purchasers ~~payments~~ of ~~Company~~the ~~expenses.~~notes ~~$70,000~~will ofalso ~~the $100,000~~be ~~note~~issued ~~proceeds~~a ~~were~~common ~~used~~stock topurchase ~~cancel~~warrant ~~debts~~(each ~~owed~~a to“Warrant”). ~~John~~The D.warrant ~~Murphy,~~shall ~~Jr.,~~be ~~the~~exercisable ~~Company’s~~at ~~CEO~~a ~~and~~price ~~Director~~of $2.00 Onper ~~May~~share and 6,shall ~~2024,~~expire ~~Alpha~~two ~~Strategies assigned~~years ~~this~~after ~~promissory~~the ~~note~~issuance todate. ~~Nicosel,~~The ~~LLC,~~following aare ~~non-affiliate~~the issuance of ~~the~~these ~~Company.~~notes payable:

~~On May 1, 2024, the Company issued a $100,000, 8% Convertible Promissory Note (the “Note”) and entered into a Warrant Subscription Agreement with Nicosel, LLC, a non~~F-affiliate of the Company. The Note matures on April 30, 2025. The Warrant Subscription Agreement is for 100,000 warrants, exercisable within one year of the execution date of the agreement at a price of $1.00.17

AsOn ofOctober ~~December 31~~15, 2024, the ~~total~~Company ~~amount~~issued ~~due~~a $50,000 promissory note and a warrant to ~~Nicosel~~purchase 3 shares of the Company’s common stock (equivalent to 1,250 ~~LLC~~shares isprior ~~$350~~to the Company’s 1-for-500 reverse stock split). The promissory note,~~784~~ ~~and~~including ~~$11~~all accrued interest,~~075~~ was fully settled as of ~~principal~~December 31, 2025. As of December 31, 2025 and 2024, the outstanding note balance was $0 and $50,000, respectively, and accrued interest was $0 and $3,097, respectively.

On October 928, 2024, the Company ~~authorized~~issued ~~the~~a ~~issuance~~$33,000 ofpromissory upnote, which was subsequently increased to $~~500~~36,~~000~~960 inpursuant ~~non-convertible~~to ~~promissory~~an ~~notes.~~amendment dated ~~The~~November ~~notes~~27, ~~when issued~~2024, ~~will bear~~and ~~interest~~a atwarrant ato ~~rate~~purchase 2 shares of ~~12%~~the ~~per~~Company’s ~~month~~common ~~and~~stock ~~will~~(equivalent beto ~~due~~924 ~~and~~shares ~~payable~~prior ~~six~~to ~~months~~the Company’s ~~after~~1-for-500 ~~issuance.~~reverse ~~Purchasers~~stock ofsplit). ~~the~~The ~~notes~~promissory ~~will~~note, ~~also~~including ~~be issued~~all aaccrued ~~common~~interest, ~~stock~~was ~~purchase~~fully ~~warrant~~settled ~~(each~~as aof ~~“Warrant”)~~December 31, 2025. ~~The~~As ~~warrant~~of ~~shall~~December be31, ~~exercisable~~2025 atand a2024, ~~price~~the ofoutstanding ~~$2.00~~note ~~per~~balance ~~share~~ was $0 and ~~shall~~$36,960, ~~expire~~respectively, ~~two~~and ~~years~~accrued ~~after~~interest was ~~the~~$0 ~~issuance~~and ~~date~~$4,818, respectively.

On ~~October~~November 154, 2024, the Company issued a $5030,000 promissory note, and a warrant to purchase ~~1,250~~2 shares of the Company’s common stock (equivalent to 750 shares prior to the Company’s 1-for-500 reverse stock split). The promissory note, including all accrued interest, was fully settled during the year ended December 31, 2025. As of December 31, 2025 and 2024, the outstanding note balance was $0 and $30,000, respectively, and accrued interest was $0 and $3,120, respectively.

On ~~October~~November 2815, 2024, the Company issued a $3325,000 promissory note, ~~(increased to $36,960)~~ and a warrant to purchase ~~825~~1 ~~shares~~share of the Company ’s common stock (equivalent to 625 shares prior to the Company’s 1-for-500 reverse stock split). The promissory note, including all accrued interest, was fully settled during the year ended December 31, 2025. As of December 31, 2025 and 2024, the outstanding note balance was $0 and $25,000, respectively, and accrued interest was $0 and $1,500, respectively.

On November 419, 2024, the Company issued a $3050,000 promissory note and a warrant to purchase ~~750~~3 shares of the Company’s common stock (equivalent to 1,250 shares prior to the Company’s 1-for-500 reverse stock split). The promissory note was subsequently replaced by a convertible note dated May 14, 2025 (see Note 7). As of December 31, 2025 and 2024, the outstanding note balance was $0 and $50,000, respectively, and accrued interest was $0 and $8,200, respectively.

On ~~November~~December 1520, 2024, the Company issued a $25,000 promissory note and a warrant to purchase 1 share of the Company’s common stock (equivalent to 625 shares ofprior to the Company’s ~~common~~1-for-500 reverse stock split). The promissory note was fully settled during the year ended December 31, 2025. In connection with the settlement, accrued interest of $4,909 was waived by the holder. As of December 31, 2025 and 2024, the outstanding note balance was $0 and $25,000, respectively, and accrued interest was $0 and $1,065, respectively.

On ~~November~~ 19February 7, ~~2024~~2025, the Company ~~issued~~converted aan outstanding line of credit balance of $5026,~~000~~160 into a promissory note ~~and~~bearing interest at 6% per annum, with a ~~warrant~~stated tomaturity ~~purchase~~date 1of August 15,~~250~~ ~~shares~~2025. The note, including accrued interest, was fully repaid on May 21, 2025. As of ~~Company~~December ~~common~~31, ~~stock~~2025 the outstanding note balance and accrued interest was $0 and $0, respectively.

~~F-13~~As of December 31, 2025, the outstanding principal and accrued interest were $0 and $0, respectively. As of December 31, 2024, the outstanding principal and accrued interest were $320,946 and $27,013, respectively. Refer Note 7 for details of the note payable exchanged for a convertible note issued to an unrelated party for settlement of debt.

On December 20, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock.

NOTE 10 – DERIVATIVE LIABILITY

The Company ~~currently~~ has various convertible notes outstanding that require derivative ~~liabilities~~liability considerations for its ~~convertible~~conversion ~~promissory~~features. ~~notes~~Total derivative ~~with~~liability ~~John~~on ~~Murphy~~December 31, 2025 was $102,670 and ~~Nicosel~~on December 31, ~~LLC~~2024 was $510,154 which was principally related to convertible notes.

A summary of the activity of the derivative liability for these notes is as follows:

Balance at December 31, 2022	$	53,967
Balance at December 31, 2023	$	293,621
Decrease to derivative due to repayments
Increase to derivative due to new issuances		519,989
Derivative gain due to mark to market adjustment		(280,335	)
Balance at December 31, 2023		293,621
Balance		293,621
Decrease to derivative due to repayments		(66,769	)
Increase to derivative due to new issuances		378,156
Derivative gain due to mark to market adjustment		(94,854	)
Balance at December 31, 2024	$	510,154
Balance	$	510,154
Decrease to derivative due to repayment		(281,648	)
Increase to derivative due to new issuances		489,030
Derivative gain due to mark to market adjustment		(529,586	)
Balance at December 31, 2025	$	102,670
Balance	$	102,670

AThe ~~summary~~following oftable ~~quantitative~~summarizes ~~information~~the ~~about~~weighted ~~significant~~average ~~unobservable~~key inputs ~~(Level 3 inputs)~~ used in ~~measuring~~ the ~~Company’s~~Black-Scholes ~~derivative liability~~model ~~that~~for ~~are~~all ~~categorized~~outstanding ~~within~~conversion ~~Level~~feature 3derivative liabilities as of the ~~fair~~measurement ~~value hierarchy is as follows~~dates:

SCHEDULE OF ~~DERIVATIVE~~OUTSTANDING ~~LIABILITY~~CONVERSION FEATURE ~~VALUATION~~DERIVATIVE LIABILITIES

Inputs	December 31, 2024			Initial Valuation
	December 31, 2025						December 31, 2024
Stock price	$	0.0033		$	0.0004 - 0.0039
Input	Weighted Avg.			Range			Weighted Avg.			Range
Conversion price	$	0.0009 - 0.0011		$	0.001 - 0.002
Stock price	$	0.10		$	0.10		$	0.003300		$	0.0033
Volatility (annual)		333.08% - 310.70%			186.77% - 500.68%
Exercise price (conversion price)	$	0.079		$	0.079		$	0.0010		$	0.0009 - 0.0011
Risk-free rate		4.37	%		4.19% - 5.21%
Risk-free interest rate		3.59	%		3.59	%		4.34	%		4.32 - 4.37	%
Dividend rate		–			–
Expected term (years)		0.52			0.52– 0.54			0.30			0.25 - 0.33
Years to maturity		0.25 - 0.33			1
Expected volatility		555.020	%		546.69% - 559.16	%		348.13	%		338.03% - 365.61	%
Dividend yield		-			-			-			-

F-18

NOTE 11 – STOCK PAYABLE

The Company’s related party settlement liability (Note 78) ~~included~~includes ~~the~~a requirement to issue ~~5,000,000~~ shares of the Company’s common stock ~~in order~~ to cover litigation and legal expenses associated with the settlement agreement. The ~~value~~settlement oforiginally ~~the~~provided ~~shares~~for at the ~~settlement~~ ~~date was $0.01 resulting in a total value~~ issuance of ~~$50~~5,000~~. The Company issued 1~~,~~387,~~000 shares of common stock ~~on November 5, 2020, at a value of $13,870~~. ~~The balance due is $36,130 as of December 31, 2024 and 2023.~~

~~NOTE~~On 12March –28, ~~COMMON~~2024, ~~STOCK~~the settlement agreement was assigned to a non-affiliated third party. On May 6, 2024, the liability was further assigned to another non-affiliated third party.

~~During the~~The ~~year~~settlement ~~ended~~agreement ~~December~~does ~~31,~~not ~~2023,~~contain ~~the~~provisions ~~Company~~for ~~issued~~adjustment ~~173,146,328~~of the ~~shares~~number of ~~its~~shares ~~common~~in ~~stock~~the toevent ~~Green~~of ~~Horseshoe,~~a ~~LLC~~reverse ~~for~~stock ~~the~~split. ~~repayment of~~Accordingly, the ~~settlement~~Company ~~liability~~continues into ~~the~~account ~~amount~~for ofthe ~~$101,549.~~obligation ~~Refer~~based toon the ~~Note~~original 115,000,000 ~~for related party transactions~~shares.

OnThe ~~March~~value 15of the stock payable was determined as $50,000 ~~2023~~on the settlement date November 3, 2020, which was deemed to be the grant date of the stock at a per unit stock price of $0.01 per share. The Company issued 23in partial settlement of this obligation 1,~~502~~387,~~934~~ 000 shares of ~~its~~ common stock toon ~~Phase~~November I5, ~~Operations~~2020, ~~Inc.~~at ~~for~~a ~~conversion~~value of $2813,~~204~~870; and 144,007 shares of ~~debt (Note~~common 6)stock on May 20, 2025, at a value of $1,440.

OnThe ~~March~~remaining ~~23,~~shares ~~2023~~to be issued at December 31, ~~the~~2025 ~~Company~~and ~~retired~~2024 8were 3,~~800~~468,993 ~~shares~~and ~~issued~~3,613,000, inrespectively. ~~the~~The remaining ~~name~~balance of the ~~Company~~stock payable liability was $34,690 and $36,130 as of December 31, 2025 and 2024, respectively.

OnNOTE ~~April~~12 ~~20,~~– ~~2023, the Company issued 28,385,910 shares of its common stock to Phase I Operations, Inc. for conversion of $17,032 of debt.~~WARRANTS

On ~~June~~May 121, ~~2023~~2024, the Company issued ~~31,196,115~~under ~~shares~~a ofWarrant ~~its~~Subscription ~~common~~Agreement ~~stock~~for to200 warrants ~~Phase~~(post-split), Iexercisable ~~Operations,~~within ~~Inc.~~one year ~~for~~of ~~conversion~~the execution date of ~~$15,598~~the agreement at a price of ~~debt~~$500 (post-split).

F-14

On July 12, 2023, the Company issued 34,284,530 shares of its common stock to Phase I Operations, Inc. for conversion of $17,142 of debt.

On September 9, 2023, the Company issued 25,828,853 shares of its common stock to Phase I Operations, Inc. for conversion of $28,412 of debt.

On September 18, 2023, the Company issued 19,000,000 shares of its common stock to DACE Marketing Consulting, LLC for conversion of $5,700 of debt.

On September 18, 2023, the Company issued 19,000,000 shares of its common stock to John Milardovic for conversion of $5,700 of debt.

On September 18, 2023, the Company issued 41,440,699 shares of its common stock to Phase I Operations, Inc. for conversion of $12,432 of debt.

On January 5, 2024, the Company issued 10,005,580 shares of its common stock to Phase I Operations, Inc. for conversion of $5,003 of debt.

On September 26, 2024, Beartooth Asset Holding, LLC, an entity controlled by Paul Strickland, agreed to cancel 98,259,679 shares of common stock as part of the merger agreement.

NOTE 13 – WARRANTS

On May 1, 2024, the Company issued a Warrant Subscription Agreement is for 100,000 warrants, exercisable within one year of the execution date of the agreement at a price of $1.00.

The assumptions used to determine the fair value of the Warrants as follows:

Expected life (years)	1.00
Risk-free interest rate	5.21	%
Expected volatility	353.02	%
Dividend yield	0	%

On October 9, 2024, the Company authorized the issuance of up to $500,000 in non-convertible promissory notes with the attached warrants. Purchasers of the notes ~~will also~~were be issued a12 warrants ~~common~~(post ~~stock~~split) to purchase ~~warrant~~common stock. The warrants ~~shall~~are be exercisable at a price of $~~2.00~~ 500 per share (post-split) and shall expire two years after the issuance date.

The assumptions used to determine the fair value of the Warrants as follows:


Expected life (years)	2.00
Risk-free interest rate	3.95	%
Expected volatility	323.21	%
Dividend yield	0	%

SCHEDULE OF WARRANTS

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2023		—		$	—		—	$	—
Issued		~~105,325~~212		$	~~1.05~~500		.50		—
Expired		—		$	—		—		—
Exercised		—		$	—		—		—
Outstanding, December 31, 2024		105,325		$	1.05		.41	$	—
Outstanding, December 31, 2024 (Restated)		212		$	500		.41	$	—
Issued		—		$	—		—		—
Expired		(200	)	$	—		—		—
Exercised		—		$	—		—		—
Outstanding, December 31, 2025		12		$	500		0.85	$	—

F-1519

NOTE 13 – COMMON STOCK

On January 5, 2024, the Company issued 20,011 shares of its common stock to a debt holder for conversion of $5,003 of debt.

On September 26, 2024, Beartooth Asset Holding, LLC, an entity controlled by Paul Strickland, agreed to cancel 196,519 shares of common stock as part of the merger agreement.

On May 20, 2025, the Company issued 144,007 shares of common stock for legal fees associated with the settlement liability (Note 8).

On June 2, 2025, a debt holder converted $232,187 of principal and accrued interest, respectively, into 2,449,227 shares of common stock (see Note 7).

On May 16, 2025, the Company issued 50 million shares of common stock to Beartooth Asset Holdings, Inc. (“Beartooth”) a related party as a corporate restructuring transaction in preparation for a potential merger. The Company had not entered into any agreement or obligation for a specific merger transaction.

On July 21, 2025, John D. Murphy, Jr. retired $74,501 of debt by converting 1,275,702 shares of common stock pursuant to the terms of the December 5, 2023 note.

On August 5, 2025, an unrelated party retired $103,986 of debt by converting into 611,682 shares of common stock pursuant to the terms of the May 30, 2025 note.

On August 5, 2025, an unrelated party retired $3,684 of debt by converting into 21,671 shares of common stock pursuant to the terms of the May 14, 2025 note.

On August 5, 2025, an unrelated party retired $146,799 of debt by converting into 1,346,780 shares of common stock pursuant to the terms of the November 30, 2020 3a10 stipulated settlement.

On August 7, 2025, Paul Strickland, the Company’s sole director and officer, retired $7,119 of debt by converting into 83,753 shares of common stock pursuant to the terms of the December 12, 2023 convertible exchange note.

On August 12, 2025, Selkirk retired $75,309 of debt by converting into 941,363 shares of common stock pursuant to the terms of the October 6, 2022 note.

On August 12, 2025, Selkirk retired $32,163 of debt by converting into 402,038 shares of common stock pursuant to the terms of the June 5, 2023 note.

During the year ending December 31, 2025, an unrelated party converted $338,986 and $10,958 of principal and interest, respectively, into 5,999,438 shares of common stock; however, an unrelated party entered into separate agreements to sell or transfer its shares in the Company to other unrelated parties.

The shares were issued in settlement of outstanding liabilities and were measured at the carrying value of the debt extinguished. Accordingly, the transactions were accounted for as debt settlements, with the carrying amounts of the liabilities reclassified to common stock and additional paid-in capital.

Refer Note 5 and 7 for the common stock issued in conversion of debt to an unrelated parties

NOTE 14 – PREFERRED STOCK

The Company is authorized to issue 200,000 shares of $0.001 par value Series A preferred stock. The Company increased the number of authorized shares of the Series A preferred stock from 100,000 to 200,000 on January 19, 2021. Each share of the Series A Preferred Stock is convertible at the option of the holder into 900 shares of common stock. The holder has voting rights of 100,000 votes for each share of preferred stock held and shall be paid twice the amount of dividends issued by the Company to common shareholders on a pro rata basis with the number of preferred shares held.

The Company has 100,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively. Beartooth Asset Holdings, LLC, an entity controlled by Paul Strickland, the Company’s Secretary and a member of the board of directors, acquired the Series A Preferred Stock on June F-20~~, 2022 from Endicott Holding Group, LLC.~~

OnThe ~~July~~Company 7,has ~~2022~~100,000 ~~Beartooth~~shares ~~Asset~~of ~~Holdings~~Series A Preferred Stock issued and outstanding as of December 31, ~~LLC~~2025 and 2024, ~~transferred~~respectively. 75At December 31,~~000~~ 2025, Selkirk Global holding was the holder of all of the outstanding shares of Series A Preferred ~~Shares~~Stock toand ~~JMJ~~at ~~Associates~~December 31, ~~LLC~~2024 Evan ~~(an~~Bloomberg ~~entity~~was ~~controlled by~~the ~~John~~holder D.of ~~Murphy,~~all ~~Jr.,~~of the ~~Company’s~~outstanding ~~Chief~~shares ~~Executive~~of ~~Officer~~Series ~~and~~A ~~President~~Preferred ~~and~~Stock, aacquired ~~member~~from ofJohn ~~the~~D. ~~board~~Murphy, ofJr. ~~directors)~~and ~~resulting~~Paul Strickland in a ~~change~~conjunction ofwith ~~control~~the ofJubilee ~~the~~Intel, ~~Company~~LLC transaction.

On September 27, 2024, JMJ Associates, LLC transferred 75,000 Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement (Note 1).

On September 27, 2024, Beartooth Asset Holdings, LLC transferred 25,000 Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement (Note 1).

NOTE 15 – OTHER RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTIONS

Name of Related Party Related Relationship Evan Bloomberg Principal Executive Officer of the Company, member of the Board of Directors John D. Murphy Jr. Former Principal Executive Officer of the Company and former member of the Board of Directors. Managing Member of JMJ Associates, LLC Paul Strickland Secretary of the Company, member of the Board of Directors, and Managing Member of Beartooth Asset Holdings, LLC. Selkirk Global Holdings, LLC Entity owned by Paul Strickland, the Company’s Secretary, and a member of its Board of Directors. Green Horseshoe, LLC Significant shareholder Bruce Bent Significant shareholder OC Sparkle Inc. Significant shareholder Alpha Strategies Trading Software, Inc. Significant debt holder

Name of Related Party		Related Relationship
Evan Bloomberg	(1)	Former Principal Executive Officer of the Company, member of the Board of Directors
John D. Murphy Jr.		Former Principal Executive Officer of the Company and former member of the Board of Directors. Managing Member of JMJ Associates, LLC
Paul Strickland		Secretary of the Company, member of the Board of Directors, and Managing Member of Beartooth Asset Holdings, LLC.
Selkirk Global Holdings, LLC		Entity owned by Paul Strickland, the Company’s Secretary, and a member of its Board of Directors.

(1)

Resigned from all positions May 12, 2025.

Loans and Cash Advances

~~John~~Refer D.to ~~Murphy,~~Note ~~Jr.,~~6 ~~has at times directly paid~~ for ~~various company expenses. The amount was unsecured, non-interest bearing, and due on demand. On December 5, 2023,~~ the ~~Company~~convertible notes issued ~~a Convertible Exchange Note~~ to ~~John Murphy, for~~ the ~~amount~~related ~~due of $144,501~~parties. ~~During Q1 2024, $70,000 of the note was assigned to Alpha Strategies.~~

~~Imputed~~Refer ~~interest is assessed as an expense~~ to ~~the~~Note ~~business~~13 ~~operations~~for ~~and~~shares anissued ~~addition~~ to ~~paid in capital. The imputed interest rate is 8%. During~~ the ~~year~~related ~~ended December 31, 2024 and 2023 the imputed interest was $0 and $8,835, respectively~~parties.

F-NOTE 16 – INCOME TAX

~~NOTE~~For 16the —years ~~COMMITMENTS~~ending ~~AND~~December ~~CONTINGENCIES~~31, 2025 and 2024, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

~~From~~As ~~time~~of toDecember ~~time~~31, 2025 and 2024, the Company had net operating loss carry forwards of approximately $4,049,000 and $3,922,000, respectively. The carry forwards expire through the year 2044. The Company’s net operating loss carry forwards may be asubject ~~defendant~~to inannual ~~pending~~limitations, which orcould ~~threatened~~reduce ~~legal~~or ~~proceedings~~defer ~~arising~~the inutilization of the ~~normal~~losses ~~course~~as a result of ~~its~~an ~~business. Management~~ownership ischange ~~not~~as ~~aware~~defined ofin ~~any~~Section ~~pending,~~382 ~~threatened~~of orthe ~~asserted~~Internal Revenue ~~claims~~Code.

~~See~~The ~~“Note~~tax 7computations –are ~~Settlement~~as ~~Liability”.~~follows:

~~See~~SCHEDULE ~~“Note~~OF 8TAX ~~- Settlement Liability – Related Party”.~~COMPUTATIONS

NOTE 17 – INCOME TAXES

	December 31, 2025			December 31, 2024
Net losses before taxes	$	(126,948	)	$	(672,060	)
Adjustments to arrive at taxable income/loss
Permanent differences:		—			—
Temporary differences:		—			—
Taxable income (loss)		(126,948	)		(672,060	)

Current Year Taxable (loss) income		(126,948	)		(672,060	)
NOL carried forward prior year (tax return)		(3,922,060	)		(3,250,000	)
NOL carried forward at period end	$	(4,049,008	)	$	(3,922,060	)

Deferred Tax Asset - Federal Rate (21%)		(850,291	)		(823,632	)
Deferred Tax Asset - State Rate		—			—
Total Deferred Tax Asset		(850,291	)		(823,632	)

Valuation Allowance		(850,291	)		(823,632
Deferred tax per books	$	—		$	—

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.F-21

~~Net~~NOTE ~~deferred~~17 ~~tax~~– ~~assets~~DISCONTINUED ~~consist~~OPERATIONS ofAND ~~the following components as of December 31:~~DECONSOLIDATION

~~SCHEDULE~~As of OFDecember ~~RECONCILIATION~~31, OF2025, ~~INCOME~~Jubilee ~~TAX~~is ~~BENEFIT~~no ~~(EXPENSES)~~longer a wholly-owned subsidiary of the Company and has been deconsolidated as of December 31, 2025. The assets and liabilities associated with this business were displayed as assets and liabilities from discontinued operations as of December 31, 2024. Additionally, the revenues and costs associated with this business are displayed as losses from discontinued operations for the year ended December 31, 2024.

	December 31, 2024			December 31, 2023
Tax expenses at statutory rate	$	32,400		$	38,490
Tax effect of valuation allowance		(32,400	)		(38,490	)
Tax expenses, net	$	—		$	—

Total assets and liabilities included in discontinued operations were as follows:

~~The income~~SCHEDULE ~~tax~~OF ~~provision~~ASSETS ~~differs~~AND ~~from~~LIABILITIES ~~the~~INCLUDED ~~amount~~IN ofDISCONTINUED ~~income tax determined by applying the U.S. federal income tax rate to pre-tax income from continuing operations for the period ended December 31, due to the following:~~OPERATIONS

SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

	December 31, 2025		December 31, 2024
Assets from Discontinued Operations:
Cash	$	—	$	33
Accounts receivable		—		—
Total assets from discontinued operations	$	—	$	33

Liabilities from Discontinued Operations:
Accounts payable and accruals	$	—	$	130,838
Loan payable		—		26,161
Due to a related party		—		146,242
Total liabilities from discontinued operations	$	—	$	303,262

	December 31, 2024			December 31, 2023
NOL carryforwards	$	650,165		$	680,057
Valuation allowance		(650,165	)		(680,057	)
Deferred tax asset, net	$	—		$	—

In the statement of operations there is no reported gain on deconsolidated for the year ended December 31, 2025 due to the gain from deconsolidation netting against the previous loss incurred from discontinued operations resulting in zero financial impact on statement of operations.

AtNOTE ~~December~~18 ~~31,~~– 2024, the Company had operating loss carry forwards of approximately $650,000. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.RESTATEMENT

~~NOTE~~During 182025, —management ~~SUBSEQUENT~~of ~~EVENTS~~the Company identified errors in its previously issued consolidated financial statements as of and for the year ended December 31, 2024. Upon completing its evaluation, management determined that these errors were material, individually and in the aggregate, to the previously issued financial statements and that restatement was required.

InAccordingly, ~~accordance~~the ~~with~~Company ~~SFAS~~has ~~165~~restated ~~(ASC~~its ~~855-10)~~consolidated ~~management~~financial ~~has~~statements ~~performed~~as anof ~~evaluation~~and offor ~~subsequent~~the ~~events~~year ~~through~~ended ~~the~~December ~~date~~31, ~~that~~2024, ~~the~~in ~~financial~~accordance with ASC ~~statements~~250-10, ~~were~~Accounting ~~issued~~Changes and ~~has~~Error ~~determined~~Corrections. ~~that~~The itrestated ~~has~~consolidated financial statements supersede the ~~following~~previously ~~material~~issued ~~subsequent~~financial statements ~~events~~for tothe ~~disclose~~period inthen ~~these~~ended ~~financial~~and ~~statements~~should be read in their place.

OnIn ~~March~~addition 7,to ~~2025,~~ the ~~Company~~error ~~issued~~corrections andescribed ~~8% Convertible Promissory Note in the principal amount of $50~~below,~~000~~ totwo anitems ~~Investor.~~have ~~The~~been ~~note~~presented ~~matures~~ on ~~March~~a 6,retrospective ~~2026,~~basis ~~and~~in isthe ~~convertible~~accompanying ~~into~~consolidated financial ~~shares~~statements. ofThese ~~common~~items ~~stock~~are atnot aerror ~~50%~~corrections ~~discount~~and ofare ~~the~~described ~~average~~as ~~closing price during the ten trading days prior to conversion.~~follows:

~~The~~Discontinued ~~Company~~Operations ~~entered~~— ~~into~~Jubilee. aManagement ~~Line~~determined ofduring ~~Credit~~2025 ~~Agreement~~that ~~(“LOC”),~~Jubilee ~~made~~meets ~~and~~the ~~entered~~criteria ~~into~~for ~~effective~~classification as ofa ~~February~~discontinued ~~24,~~operation under ~~2025~~ASC 205-20, ~~but~~Presentation ~~is effective~~of asFinancial ofStatements ~~the~~— ~~October~~Discontinued 1Operations. Accordingly, ~~2024~~the ~~(“Effective~~results ~~Date”)~~of ~~with~~operations, ~~NMG Media~~assets, and ~~LLC~~liabilities ~~(the~~attributable ~~“Lender”).~~to ~~The~~Jubilee ~~Company~~have ~~received a~~been ~~loan~~reclassified ~~from~~and ~~the~~presented ~~lender~~separately ~~for~~as ~~$26,160~~discontinued ~~and~~operations isfor ~~not~~all ~~memorializing~~periods ~~that~~presented. This ~~loan~~reclassification ~~into~~represents a ~~LOC.~~change ~~The~~in ~~LOC~~financial ~~bears~~statement ~~interest~~presentation atand 6%does ~~and~~not ~~matures~~affect inpreviously ~~180~~reported ~~days~~net loss attributable to the Company as a whole.

FReverse Stock Split. The Company effected a 1-17for-500 reverse stock split during 2025. In accordance with ASC 260-10, Earnings Per Share, all share and per-share data in the accompanying consolidated financial statements and notes thereto have been retroactively adjusted to reflect the reverse stock split for all periods presented. This adjustment represents a capital structure change and does not constitute a correction of an error.

	1.	Revenue and Accounts Receivable. The Company determined that certain revenue and corresponding accounts receivable balances recorded during the year ended December 31, 2024 did not satisfy the performance obligation criteria required for recognition under ASC 606, Revenue from Contracts with Customers, based on information available as of the reporting date. The correction of this error decreased revenue by $555,195 and decreased accounts receivable by $555,195 in the restated financial statements, with a corresponding increase to net loss of $555,195.

	2.	Allowance for Credit Loss — Note Receivable. The Company held a note receivable, including accrued interest, with a carrying value of $105,326 as of December 31, 2024. Management determined that collection of this balance was not probable as of the reporting date and that a full allowance for credit loss should have been recorded. The correction of this error reduced the net carrying value of the note receivable to zero and increased bad debt expense by $105,326, with a corresponding increase to net loss of $105,326.

	3.	Misclassification of Cash and Related Party Transactions. Management determined that a cash balance included within the Company’s consolidated balance sheet as of December 31, 2024 was attributable to a related party and did not represent an asset of the Company. The correction of this error decreased cash by $52,355, decreased revenue by $52,355, and increased related party liabilities by $30,002, with a corresponding increase to net loss of $52,355.

F-22

	4.	Unaccrued Interest Expense. The Company failed to accrue interest expense on outstanding debt obligations for a portion of the year ended December 31, 2024, representing a period-end cutoff error. The correction of this error increased accrued interest payable by $18,205 and increased interest expense by $18,205, with a corresponding increase to net loss of $18,205.

	5.	Unaccrued Vendor Obligations. The Company failed to record certain vendor invoices and payable balances as of December 31, 2024, representing a period-end cutoff error. The correction of this error increased accounts payable and accrued liabilities by $15,093, attributable to continuing operations, and increased liabilities of discontinued operations by $128,838, attributable to Jubilee, with corresponding increases to operating expenses and loss from discontinued operations of $15,093 and $128,838, respectively.

	6.	Accrued Compensation Payments. The Company recorded accrued compensation liabilities and subsequently made payroll payments; however, such payments were not applied against the accrued compensation balance, resulting in a duplicate recognition of payroll expense. Management determined that the accrued compensation balance was overstated as of December 31, 2024. The correction of this error decreased accrued liabilities by $56,666 and reduced payroll expense by $56,666, with a corresponding decrease in net loss of $56,666.

Aggregate Effect on Net Loss and Accumulated Deficit

The aggregate effect of all restatement adjustments resulted in an increase to net loss for the year ended December 31, 2024 of $826,206 and a corresponding increase to the accumulated deficit as of December 31, 2024 of $806,206, from $3,096,015 as previously reported to $3,922,221 as restated. There was no restatement impact on periods prior to the year ended December 31, 2024.

Basic and diluted net loss per share for the year ended December 31, 2024 was $(0.56) as restated, reflecting the aggregate effect of the restatement adjustments on net loss. All per-share and share amounts have been retroactively adjusted to reflect the 1-for-500 reverse stock split for all periods presented.

F-23

NOTE 19 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Subsequent Events, management evaluated subsequent events through the date the financial statements were issued and noted material subsequent events requiring disclosure in these financial statements.

On January 15, 2026, a debt holder converted $90,200, from the Convertible Note dated August 25, 2025, into 1,555,172 shares of common stock, paying the note in full.

On February 9, 2026, Selkirk Global Holdings, LLC converted $27,346, from the Convertible Note dated July 17, 2025, into 379,811 shares of common stock, paying the note in full.

On February 12, 2026, the Company issued a new 6% Convertible Promissory Note to a debt holder, an unaffiliated party with a total face value of $100,000. The note bears interest at 6% per annum, compounded monthly, and matures on February 11, 2027. The initial consideration received was $15,041. The conversion price is equal to a 25% discount of the average closing price of the Company’s common stock during the 10 consecutive trading days prior to the conversion date. Subsequent fundings under this note included $7,400 on February 13, 2026 for transfer agent fees.

On February 24, 2026, Beartooth Asset Holdings, LLC, an entity managed by Mr. Strickland, executed an Irrevocable Stock Power transferring 50,000,000 shares of the Company’s restricted common stock to the Hallmark Venture Group, Inc. Acquisition Account. This transfer was made in connection with an anticipated corporate restructuring. The shares had originally been issued to Beartooth on May 16, 2025, pursuant to a Board Resolution for anticipated corporate restructuring purposes.

On March 5, 2026, the debt holder entered into an Assignment of Debt Agreement whereby the debt holder assigned $39,841 of debt owed by the Company to Nicholas Rutherford.

On March 10, 2026, Nicholas Rutherford converted $42,141 from the March 5, 2026 debt assignment into 247,889 shares of common stock.

F-24

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Report Disclosure Controls and Procedures

During the fourth quarter of the year ended December 31, ~~2024~~2025, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer, do not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable, but not absolute, assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Our management assessed the effectiveness of the Company’s internal control over financial reporting at December 31, ~~2024~~2025, and this assessment identified the following material weaknesses in our internal control over financial reporting.

	●	Due to our size and limited resources, we currently do not employ the appropriate accounting personnel to ensure (a) we maintain proper segregation of duties, (b) that all transactions are entered timely and accurately, and (c) we properly account for complex or unusual transactions;

	●	Due to our size and scope of operations, we currently do not have an independent audit committee in place;

	●	Due to our size and limited resources, we have not properly documented a complete assessment of the effectiveness of the design and operation of our internal control over financial reporting.

In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Because of the material weaknesses described in the preceding paragraphs, management concluded that, at December 31, ~~2024~~2025, the Company’s internal control over financial reporting was not effective based on those criteria.

119

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION

None

ITEM 9B9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names, ages, and titles of our executive officers and directors.

Name	Age	Position(s)

Paul Strickland	50	Secretary, Principal Financial Officer, and sole Director

Name	Age	Position(s)
Evan Bloomberg	33	President, Chief Executive Officer and a Director
Paul Strickland	48	Secretary, Director
Nicholas Cardosi	33	Director

Evan Bloomberg – Mr. Bloomberg 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.

Paul Strickland – Mr. Strickland has served as Secretary of the Company since August 2020 and as a director of the Company since July 2022. Mr. Strickland has two decades of international business experience within the finance, entertainment, private equity, agriculture, mining, manufacturing, and technology sectors. Since 2013, Mr. Strickland has served as a board member of public and private companies in North America and Asia. In 2017, Mr. Strickland formed Selkirk Global Holdings, a private holding company. Through Selkirk Global Holdings, Mr. Strickland serves as an officer and sits on the board of several small publicly traded companies across a wide variety of sectors, focusing on restructuring activities and corporate governance issues. From 2015-2018, Mr. Strickland was the managing member of USA Milk Processing, LLC. He served as secretary and director of Supurva Healthcare Group, Inc. from 2017 to 2020 and currently serves as secretary of that company. He has served as secretary and director of VG Life Sciences, Inc. from 2017 to present, secretary and director of Jammin Java Corp from 2017 to present, secretary and director of High Performance Beverages Co. from 2017 to present, secretary and director of Humble Energy, Inc. from 2020 to present, secretary and director of Paradigm Oil and Gas, Inc. from 2020 to 2023, and sole director and officer of FONU2, Inc. since March 2021. From June 2020 to May 2022, Mr. Strickland served as secretary of Bayport International Holdings, Inc. Since September 2022, Mr. Strickland has served as the sole director and officer of iTOKK, Inc. He received his Bachelor’s Degree in Foreign Language and International Affairs, with a minor in Asian Studies and Chinese Language, from the University of Puget Sound in 1998. He is fluent in Mandarin Chinese.

1210

Nicholas Cardosi – Mr. Cardosi has spent over 12 years building and managing high-impact partnerships in search engine marketing and programmatic advertising. Throughout his career, he has held pivotal roles at Carbon DMP and Clicksco, where he was instrumental in establishing and nurturing relationships with industry giants like Yahoo, Microsoft, and Google. As Partnerships Manager at Clicksco, Nick drove significant growth by strategically aligning partnerships and securing long-term alliances with major players in the digital space. Building on this success, Nick launched his consulting business, NDC Solutions, where he leverages his extensive network to broker valuable client partnerships. These alliances open new revenue streams and innovative solutions to complex digital challenges. His vast connections and hands-on approach make him a trusted expert known for forging partnerships that drive substantial opportunities and sustainable growth in digital advertising. Nick is also a principal of CVC.

None of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders, customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.

No officer or director has, during the past five years, been involved in (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time, (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities or (d) a finding by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Director Independence

Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of ~~two~~one ~~members~~member.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, subject to the transition rule that is applicable to a newly public company. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board of Directors, or any other board committee accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Role of the Board of Directors in Risk Oversight

The Board of Directors is responsible for assessing the risks facing our company and considers risk in every business decision and as part of our business strategy. The Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic and appropriate risk-taking is essential for us to compete in our industry and in the global market and to achieve our growth and profitability objectives. Effective risk oversight, therefore, is an important priority of the Board of Directors.

While the Board of Directors oversees our risk management, management is responsible for day-to-day risk management processes. Our Board of Directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies that are adopted by the Board of Directors. The Board of Directors expects to review and adjust our risk management strategies at regular intervals or as needed.

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Code of Business Conduct

Our Board of Directors has adopted a code of business conduct and ethics, the “Code of Business Conduct,” to ensure that our business is conducted in a consistently legal and ethical manner. Our policies and procedures cover all major areas of professional conduct, including employee policies, conflicts of interest, protection of confidential information, and compliance with applicable laws and regulations.

Board Committees

Our board does not currently have a standing Audit Committee, Compensation Committee or Nominating/Corporate Governance Committee due the board’s limited size and the Company’s limited operations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our Board, it is not practical for us to have committees other than those described above, or to have more than two directors on such committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities accordingly.

ITEM 11. EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer and director for our last two completed fiscal years for all services rendered to us.

Summary Compensation Table

Name and Principal Position	Year	~~Salary~~	Salary		~~Bonus~~	Bonus		~~Stock Awards ($) (4)~~	Stock Awards ($) (4)		~~Option Awards ($) (3)~~	Option Awards ($) (3)		~~Non-Equity Incentive Plan Compensation ($)~~	Non-Equity Incentive Plan Compensation ($)		~~Nonqualified Deferred Compensation Earnings ($)~~	Nonqualified Deferred Compensation Earnings ($)		~~All Other Compensation ($) (2)~~	All Other Compensation ($) (2)		~~Total~~	Total
Evan Bloomberg	2024	$	64,893		$	8,000		$	1,000,000		$	-		$	-		$	-		$	-		$	1,072,893
Evan Bloomberg (Former)	2025		$	45,000		$	-		$	-		$	-		$	-		$	-		$	-		$	45,000
President, CEO, Director	2023	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Former President, CEO, Director (resigned May 12, 2025)	2024		$	102,329		$	-		$	-		$	-		$	-		$	-		$	-		$	102,329
Paul Strickland	~~2024~~2025	$	-$	-	$	-$	-	$	-$	-	$	-$	-	$	-$	-	$	-$	-	$	-$	-	$	-$	-
Secretary, Director	2023	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Secretary, Principal Executive Officer, Principal Financial Officer, sole Director	2024		$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Nicolas Cardosi	2024	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-
Director	2023	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	-

Employment Agreements

On October 23, 2024, the Company entered into a Management Agreement with Evan Bloomberg whereby Mr. Bloomberg agreed to provide management/CEO services to the Company for a two-year term (automatically renewable for successive one-year periods), in exchange for (i) an annual salary in the amount of $340,000, (ii) performance bonuses of up to 2.5% of the quarterly revenue generated by the Company, and (iii) $1,000,000 in shares of Company common stock. This Management Agreement was terminated effective May 12, 2025, in connection with Mr. Bloomberg’s resignation from all positions with the Company and the demerger of Jubilee Intel, LLC.

Outstanding Equity Awards at Fiscal Year-End

As of December 31, ~~2024~~2025, ~~the~~no ~~Company had one outstanding~~ equity ~~award~~awards aswere ~~follows: $1,000,000 in shares of Company stock payable to Evan Bloomberg in accordance with his Management Agreement~~outstanding. ~~The Shares shall be valued at the average closing price of the Company Stock on the effective date of the Management Agreement, minus a fifty percent (50%) discount~~

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Director Compensation

As of the date of this filing, we do not have any compensation agreements in place with any of our directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth, as of the date of this filing, information regarding the beneficial ownership of each class of our voting securities by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

The address of each holder listed below, except as otherwise indicated, is c/o HALLMARK VENTURE GROUP, INC., 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144.

Name of Beneficial Owner 5% Beneficial Owners	Shares of Common Stock Beneficially Owned**		Percent of Common Stock Beneficially Owned(1)**			Shares of Series A Preferred Stock Beneficially Owned(2)**		Percent of Series A Preferred Stock Beneficially Owned**			Number of Voting Shares Beneficially Owned**		Percent of Voting Shares Beneficially Owned(3)**
Green Horseshoe, LLC(5)		55,146,328		10.52	%							55,146,328		<1	%
Nicosel, LLC (1)		3,623,943		5.5	%		0		0			3,741,531		2.35	%
Stem Capital Consultants, LLC(6)		55,000,000		10.49	%							55,000,000		<1	%
Selkirk Global Holdings, LLC(2)(3)(5)		1,806,965		2.74	%		100,000		100	%		91,806,965		59.62	%
John D. Murphy		26,196,292		5.0	%							26,196,292		<1	%
Directors and Officers
Evan Bloomberg, President, CEO and a Director (1)(4)							100,000		100	%		100,000		95.02	%
Paul L. Strickland, Secretary and Director (2)(3)(5)		1,806,965		2.74	%		100,000		100	%		91,806,965		59.62	%
Paul L. Strickland, Secretary and Director (1)		26,196,292		5.0	%							26,196,292		<1	%
All directors and executive officers as a group (1 person)		1,806,965		2.74	%		100,000		100	%		91,806,965		59.62	%
All directors and executive officers as a group (2 persons)		26,196,292		5.0	%		100,000		100	%		26,296,292		95.27	%

(1)	~~The~~Nicosel, ~~address~~LLC ~~for Mr. Bloomberg~~ is ~~1800~~an Nentity ~~Town~~controlled ~~Center~~by ~~Drive, STE 100, Las Vegas, NV 89144, and the address for~~ Mr. ~~Strickland~~Salvatore ~~is 120 State Ave~~Lauria. ~~NE, Olympia, WA 98501.~~
(2)	~~Unless~~The ~~otherwise~~address ~~indicated~~for Mr. Strickland, ~~all~~Selkirk ~~shares~~Global ~~are~~Holdings, ~~owned~~LLC, ~~directly~~is by120 ~~the~~State ~~beneficial~~Ave. ~~owner~~NE, Olympia, WA 98501.
(3)	~~Based~~Unless onotherwise ~~523~~indicated,~~925,844~~ all shares ofare ~~common~~owned ~~stock~~directly ~~outstanding as of December 30, 2024. Shares of common stock underlying convertible securities held~~ by ~~any person, which securities are currently exercisable or exercisable within 60 days of September 30, 2022, are deemed outstanding for purposes of computing~~ the ~~percentage~~beneficial ~~ownership of the person holding such convertible securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person~~owner.
(4)	Based on 63,994,148 shares of common stock outstanding as of December 31, 2025. Shares of common stock underlying convertible securities held by any person, which securities are currently exercisable or exercisable within 60 days of December 31, 2025, are deemed outstanding for purposes of computing the percentage ownership of the person holding such convertible securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.
(5)	Consists of 100,000 shares of Series A Convertible Preferred Stock. Each share is convertible into 900 shares of the common stock of the Company. These shares are held by Selkirk Global Holdings, LLC, an entity controlled by Mr. Strickland, the Secretary and a member of the Board of Directors of the Company. Due to his control position with Selkirk Global Holdings, LLC, Mr. Strickland may be deemed to be the beneficial owner of the shares owned by Selkirk Global Holdings, LLC. Mr. Strickland disclaims any beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

1513

(4) Consists of 100,000 shares of Series A Convertible Preferred Stock. Each share is (i) entitled to 100,000 votes on all matters submitted to shareholders for a vote, and (ii) convertible into 900 shares of the common stock of the Company. These shares are held individually Evan Bloomberg, the Chief Executive Officer and President of the Company and a member of its Board of Directors.

(5)

Consists of 55,146,328 shares of common stock. On September 17, 2020, the Company entered into a Settlement Agreement and Stipulation (the “Settlement Agreement”) with Green Horseshoe, LLC relating to the Company’s past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total settlement liability $581,876. The Settlement Agreement calls for the issuance of free-trading common shares to Green Horseshoe, LLC at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 trading days prior to any issuance notice issued by Green Horseshoe, LLC, subject to a 9.9% beneficial ownership cap. The remaining settlement liability is $146,799. As of December 31, 2023, a conversion of the full remaining settlement liability would result in the issuance of approximately 146,799,000 shares of common stock to Green Horseshoe, LLC, without giving effect to the 9.9% beneficial ownership cap. The address for Green Horseshoe, LLC is 4230 So. MacDill Ave., Suite I, Tampa, FL 33611, and the control person for this entity is Mark Pena.

(6)

Consists of 55,000,000 shares of common stock. The address for Stem Capital Consultants, LLC is 54 State Street, Suite 804-4120, Albany, NY 12207 and the control person for this entity is Joseph Sansobrino and Greg Regan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We are a party to certain related party transactions, as described below.

Loans from Paul Strickland

On December 31, 2023, Mr. Strickland forgave the $2,750 due to him. The amount was credited to paid in capital. As of December 31, 2025 and 2024, the outstanding balance due to Mr. Strickland was $0 and $0, respectively.

In addition, during the year ending December 31, 2023, the Company and its Board of Directors approved a $7,119, 0% convertible exchange note to Paul Strickland (“Holder”), Secretary and Director of the Company (the “Note”). The Note matures December 11, 2024 and is convertible into the Company’s common stock at a price equal to 50% of the average closing price of the Company’s common stock during the 25 consecutive trading days prior to the date on which the Holder elects to convert all or part of the Note. The Note is fully funded and has been issued to Holder in exchange for having made direct payments of Company expenses. The Note was in default.

This note was canceled as part of the merger agreement on September 24, 2024. However, upon the deconsolidation of Jubilee in FY2025 due to the demerger, the note was reinstated.

On August 7, 2025, Mr. Strickland converted the entire balance owed to him into 83,753 shares of common stock.

As of December 31, 2025 and 2024, the outstanding balance due pursuant to this Note to Mr. Strickland was $0 and $0, respectively.

Convertible Notes

On October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the “~~Selkirk~~Note”)., an entity controlled by Paul Strickland, the Company’s sole director and officer. The Note matures ~~matured~~ October 5, 2023, ~~had~~has a 10% OID and ~~was~~is convertible into the Company’s common stock at a price equal to 55% of ~~the~~ the average closing price of the Company’s common stock during the 20 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note ~~was~~is being funded through the direct payment of Company expenses. ~~On September 26, 2024, Selkirk forgave all amounts due of $51,682 and $14,678, principal and interest, respectively.~~ The ~~total~~Note ~~amount of $66,360~~ was ~~credited to additional paid~~ in ~~capital~~default.

OnThis ~~April 6, 2023, the Company issued a $50,000, 10% convertible promissory~~ note towas ~~Selkirk~~canceled ~~Global~~as ~~Holdings,~~part ~~LLC,~~of (the ~~“Note”). The~~merger ~~Note~~agreement ~~matured~~on ~~April~~September 524, 2024. However, ~~had~~upon ~~a 10% OID and was convertible into~~ the ~~Company’s~~deconsolidation ~~common stock at a price equal to 55%~~ of ~~the average~~Jubilee ~~closing~~in ~~price~~FY2025 ofdue ~~the Company’s common stock during the 20 consecutive trading days prior~~ to ~~the date on which the holder~~ ~~elects to convert all or part of~~ the ~~Note.~~demerger, ~~The Note was being funded through~~ the ~~direct~~note ~~payment of Company expenses. On September 26, 2024, Selkirk forgave all amounts due of $27,274 and $3,789, principal and interest, respectively. The total amount of $31,063~~ was ~~credited to additional paid in capital~~reinstated.

AsOn ofAugust ~~December~~12, 312025, ~~2023~~Selkirk Global Holdings, ~~the~~LLC ~~above~~converted ~~Notes~~the ~~are~~entire ~~disclosed~~balance asowed ~~$59,188,~~to ~~net~~it ofinto ~~debt~~941,363 ~~discount~~shares of ~~$17,430~~common stock.

As of December 31, ~~2023~~2025 and 2024, the ~~total~~outstanding balance due onpursuant ~~the~~to ~~above~~this ~~notes~~Note ~~for~~to ~~principal~~Mr. ~~and~~Strickland ~~interest~~was is $~~76,618~~0 and $70,~~555,~~ respectively.

On ~~December~~April 56, 2023, the Company issued a ~~Convertible~~$50,000, ~~Exchange~~10% ~~Note~~convertible promissory note to ~~John~~Selkirk ~~Murphy~~Global Holdings, ~~for $144~~LLC,~~501.~~ (the “Note”). The Note ismatures ~~unsecured~~April 5, ~~non-interest bearing~~2024, ~~and~~ ~~matures~~has ona ~~December~~10% 4,OID ~~2024.~~and ~~The note~~ is convertible into ~~shares~~the ofCompany’s common stock at a ~~50%~~price ~~discount~~equal to ~~the~~55% ~~lowest~~of ~~trading price for~~ the average ~~twenty-five~~closing ~~days~~price ~~prior~~of ~~to conversion. On March 8, 2024,~~ the Company’s ~~repaid~~common ~~$70,000~~stock ofduring the ~~loan.~~20 Asconsecutive oftrading ~~December~~days ~~31,~~prior ~~2024,~~to the ~~note is~~date ~~disclosed~~on aswhich ~~$74,501,~~the ~~net~~holder elects ofto ~~discount~~convert ofall ~~$0.~~or Aspart of ~~December~~the ~~31,~~Note. ~~2023,~~The ~~the~~Note ~~note~~ is ~~disclosed~~being asfunded ~~$12,042,~~through ~~net~~the ofdirect ~~discount~~payment of ~~$132,459~~Company expenses.

16This note was canceled as part of the merger agreement on September 24, 2024. However, upon the deconsolidation of Jubilee in FY2025 due to the demerger, the note was reinstated.

On August 12, 2025, Selkirk Global Holdings, LLC converted the entire balance owed to it into 402,038 shares of common stock.

As of December 31, 2025 and 2024, the outstanding balance due pursuant to this Note to Mr. Strickland was $0 and $0, respectively.

On July 17, 2025, the Company issued a $50,000, 6% convertible promissory note to Selkirk Global Holdings, LLC, (the “Note”), an entity controlled by Paul Strickland, the Company’s sole director and officer. The Note matures July 16, 2026, and is convertible into the Company’s common stock at a price equal to 50% of the average closing price of the Company’s common stock during the 10 consecutive trading days prior to the date on which the holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses.

As of December 31, 2025, the outstanding balance due pursuant to this Note to Mr. Strickland was $27,326.46.

Settlement Liability

On ~~September~~November 173, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with a principal balance of $285,206 and accrued interest of $296,670 representing a total amount of the settlement of $581,876. The settlement amount is non-interest bearing.

The agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 prior trading days prior to any issuance notice issued by Green Horseshoe, LLC. The ~~Company~~Settlement ~~shall~~Agreement ~~issue~~also ~~its~~calls ~~unrestricted~~for ~~common~~the ~~stock~~issuance inof ~~one~~a orfixed ~~more~~number ~~tranches~~ of ~~less~~common ~~than~~shares ~~10% of~~ (the ~~Company’s~~“Settlement ~~then~~Shares”), ~~issued~~totalling ~~and~~5,000,000, ~~outstanding~~to ~~shares~~be ~~until~~issued at the ~~agreed~~current ~~upon~~market ~~settlement~~price, issubject ~~satisfied~~to a 9.9% beneficial ownership cap.

On March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $146,799 to ~~Alpha~~the ~~Strategies Trading~~debt ~~Software~~holder, ~~Inc~~a non-affiliate of the Company.

On May 6, 2024, this liability was assigned to ~~Nicosel,~~the ~~LLC~~debt holder, a non-affiliate of the Company (Note 98).

The Company issued in partial settlement of this obligation 1,387,000 shares of common stock on November 5, 2020, at a value of $13,870; and 144,007 shares of common stock on May 20, 2025, at a value of $1,440.

The remaining shares to be issued at December 31, 2025 and 2024 were 3,468,993 and 3,613,000 respectively. The remaining balance of the stock payable liability was $34,690 and $36,130 as of December 31, 2025 and 2024, respectively

Statement of Policy

All future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.

To the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions, or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

	2024		2023
	2025		2024
Audit fees	$	2461,~~575~~450	$	1637,~~500~~868
Audit related fees	$	-	$	-
Tax fees	$	-	$	-
All other fees	$	-	$	-
Total	$	2461,~~575~~450	$	1637,~~500~~868

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the last two fiscal years were approved by our board of directors.

1715

Audit Fees

Consist of fees billed for professional services rendered for the audit of our financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided by the principal accountants in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.

Tax Fees

Consist of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns for the year ended December 31, ~~2024~~2025.

All Other Fees

Consist of fees for products and services other than the services reported above.

Policy for Approval of Audit and Permitted Non-Audit Services

The Board of Directors will pre-approve audit services and non-audit services to be provided by our independent auditors before the accountant is engaged to render these services. The Board of Directors may consult with management in the decision-making process, but may not delegate this authority to management.

PART IV

ITEM 15. EXHIBITS

Exhibit Number		Description
10.1		Management Agreement (E. Bloomberg)
31.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
31.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (*)
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Item 16. FORM 10-K SUMMARY

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HALLMARK VENTURE GROUP, INC.
Date: March 27, 2025	BY:	/s/ Evan Bloomberg
Date: April 27, 2026	BY:	/s/ Paul Strickland
		Chief Executive Officer, Principal Financial Officer, Director
	BY:	/s/ Paul Strickland
		Secretary, Director

1917

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