UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2025~~2026

orOR

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

For the transition period from ~~_____________~~__________ to __________

Commission ~~File~~file ~~Number:~~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.)

~~5112~~1800 ~~West~~N ~~Taft~~Town ~~Road~~Center Drive, ~~Suite~~STE M100, ~~Liverpool~~Las Vegas, NYNV ~~13088~~89144

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices, ~~with~~including ~~Zip~~zip ~~Code~~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

Common Stock, $0.001 par value

Title of Class

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 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1928, ~~2025~~2026, there were 6366,~~931~~177,~~929~~020 shares of the ~~issuer~~registrant’s common stock outstanding.

HALLMARK VENTURE GROUP, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026

TABLE OF CONTENTS

		Page No.
PART I	FINANCIAL INFORMATION
PART I. - FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
Item 1.	Financial Statements.	3
	Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Plan of Operations.	24
	Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
	Condensed Statement of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2026 (Unaudited)	5
Item 4	Controls and Procedures.	27
	Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)	6
PART II - OTHER INFORMATION		28
	Notes to Condensed Financial Statements (Unaudited)	7
Item 1.	Legal Proceedings.	28
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 1A.	Risk Factors.	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 4.	Controls and Procedures	23
Item 3.	Defaults Upon Senior Securities.	28
PART II	OTHER INFORMATION
Item 4.	Mine Safety Disclosures	28
Item 1.	Legal Proceedings	24
Item 5.	Other Information.	28
Item 1A.	Risk Factors	24
Item 6.	Exhibits.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Signatures		29
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Mine Safety Disclosures	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
	Signatures	25

PART I -— FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS

HALLMARK VENTURE GROUP, INC.

Condensed Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	4
Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	5
Condensed Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)	6
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (unaudited)	7
Notes to the Condensed Financial Statements (unaudited)	8

CONDENSED BALANCE SHEETS

	March 31, 2026			December 31, 2025
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash	$	1,946		$	3,382
Note receivable, net		—			—
Total Current assets		1,946			3,382

TOTAL ASSETS	$	1,946		$	3,382

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	171,556		$	191,266
Due to a related party		826			826
Convertible notes payable – related party, net of debt discount of $0 and $10,924, respectively		—			16,402
Convertible notes payable – net of debt discount of $5,060 and $27,360, respectively		496			52,840
Convertible notes payable		496			52,840
Accrued interest - related party		—			751
Accrued interest		—			2,350
Derivative liability		3,758			134,433
Total Current Liabilities		176,636			398,868
TOTAL LIABILITIES		176,636			398,868

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; 66,177,020 and 63,994,148 issued and outstanding, respectively		66,178			63,994
Stock payable		34,690			34,690
Additional paid-in capital		5,313,003			4,820,895
Accumulated deficit		(5,588,661	)		(5,315,165	)
Total Stockholders’ equity (deficit)		(174,690	)		(395,486	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	1,946		$	3,382

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

HALLMARK VENTURE GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	4,602		$	3,629
Note receivable, net		—			105,326
Assets from discontinued operations		—			577,581
Total Assets	$	4,602		$	686,536
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	8,964		$	26,381
Accrued compensation		—			56,666
Due to related parties		6,500			826
Convertible notes payable – related party, net of discount of $16,027 and $0, respectively		4,150			74,501
Convertible notes payable – net of debt discount of $27,959 and $33,333, respectively		7,841			317,452
Convertible notes payable		7,841			317,452
Accrued interest – related party		279
Notes payable		—			216,960
Accrued interest		494			14,810
Derivative liability		189,014			510,154
Liabilities from discontinued operations		—			26,161
Total Current Liabilities		217,242			1,243,911
Total Liabilities		217,242			1,243,911
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ DEFICIT:
Series A Preferred stock, 200,000 shares authorized, $0.001 par value; 100,000 and 100,000 issued and outstanding, respectively		100			100
Common stock, 2,499,900,000 shares authorized, $0.001 par value; 63,931,929 and 1,049,794 issued and outstanding, respectively		63,932			1,048
Additional paid-in capital		3,938,196			2,501,362
Stock payable		20,289			36,130
Accumulated deficit		(4,235,157	)		(3,096,015	)
Total Stockholders’ Deficit		(212,640	)		(557,375	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	4,602		$	686,536

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

HALLMARK VENTURE GROUP INC.

CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	2026			2025
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2025			2024			2025			2024
	2026			2025
Revenue	$	—		$	—		$	~~20,872~~		$	—
Cost of revenue		—			—			(2,680	)		—
Expenses:
Gross margin		—			—			18,192			—
General and administrative	$	4,275		$	39,717
Expenses:
Professional fees		34,296			18,293
General and administrative		22,359			3,827			80,283			35,437
Total operating expenses		38,571			58,010
Compensation expense		—			—			50,000			—
Loss from operations		(38,571	)		(58,010	)
Professional fees		36,800			—			63,698			—
Other income (expense):
Total operating expenses		59,159			3,827			193,981			35,437
Interest expense		(1,338	)		(97,752	)
Loss from operations		(59,159	)		(3,827	)		(175,789	)		(35,437	)
Interest waived off		3,566			—
Other income (expense):
Bad debt expense		—			(105,326	)
Interest expense		(773	)		(7,109	)		(126,756	)		(21,974	)
Amortization of debt discount		(80,865	)		(25,000	)
Interest income					3,332						3,332
Change in fair value of derivative		(140,937	)		(15,879	)
Bad debt expense		—			—			(161,317	)		—
Loss on issuance of convertible note		(15,351	)		—
Amortization of debt discount		(102,325	)		(48,605	)		(228,641	)		(177,893	)
Total other expense		(234,925	)		(243,957	)
Loss on conversion of debt		(267,425	)		—			(736,589	)		—
Net loss before income taxes		(273,496	)		(301,967	)
Change in fair value of derivative		(171,921	)		197,378			1,178,621			261,984
Provision for income tax		—			—
Loss on issuance of convertible debt		(67,714	)		(278,156	)		(510,178	)		(278,156	)
Net loss from continuing operations		(273,496	)		(301,967	)
Gain on extinguishment of debt		—			262,194			—			265,824
Net loss from discontinued operations		—			(426,960	)
Total other income (expense)		(610,158	)		129,034			(584,860	)		53,117
Net loss	$	(273,496	)	$	(728,927	)
Net (loss) income before income taxes		(669,317	)		125,207			(760,649	)		17,680
Net loss per share – basic and diluted	$	(0.01	)	$	(0.70	)
Provision for income tax		—			—			—			—
Weighted average shares outstanding – basic and diluted		65,610,811			1,047,852
Net (loss) income from continued operations		(669,317	)		125,207			(760,649	)		17,680
Net (loss) income from discontinued operations		—			—			—			—
Net (loss) income	$	(669,317	)	$	125,207		$	(760,649	)	$	17,680
(Loss) Income per share – basic	$	(0.01	)	$	0.00		$	(0.03	)	$	0.00
(Loss) Income per share –diluted	$	(0.01	)	$	0.00		$	(0.01	)	$	0.00
Weighted average shares outstanding – basic		62,144,121			1,233,691			30,691,748			1,241,076
Weighted average shares outstanding diluted		62,144,121			2,839,331			26,209,584			2,846,716

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

HALLMARK VENTURE GROUP, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

	Shares		Amount		Shares		Amount		payable		Capital		Deficit			Deficit
	Series A Preferred Stock				Common Stock				Stock		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		payable		Capital		Deficit			Deficit
Balance, December 31, 2025		100,000	$	100		63,994,148	$	63,994	$	34,690	$	4,820,895	$	(5,315,165	)	$	(395,486	)
Stock issued for conversion of debt		—		—		1,803,061		1,804		—		420,704		—			422,508
Stock issued for conversion of debt – related party		—		—		379,811		380		—		71,404		—			71,784
Net loss		—		—		—		—		—		—		(273,496	)		(273,496	)
Balance, March 31, 2026		100,000	$	100		66,177,020	$	66,178	$	34,690	$	5,313,003	$	(5,588,661	)	$	(174,690	)

	Series A Preferred Stock				Common Stock				Stock		Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		payable		Capital		Deficit			Deficit
Balance, December 31, 2024		100,000	$	100		1,047,852	$	1,048	$	36,130	$	2,501,362	$	(3,096,015	)	$	(557,375	)
Balance		100,000	$	100		1,047,852	$	1,048	$	36,130	$	2,501,362	$	(3,096,015	)	$	(557,375	)
Net loss		—		—		—		—		—		—		(728,927	)		(728,927	)
Balance, March 31, 2025		100,000	$	100		1,047,852	$	1,048	$	36,130	$	2,501,362	$	(3,824,942	)	$	(1,286,302	)
Balance		100,000	$	100		1,047,852	$	1,048	$	36,130	$	2,501,362	$	(3,824,942	)	$	(1,286,302	)

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

HALLMARK VENTURE GROUP, INC.

CONDENSED ~~CONSOLIDATED~~ STATEMENTS OF ~~CHANGES~~CASH ~~IN STOCKHOLDERS’ DEFICIT~~FLOWS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(Unaudited)

	Shares			Amount			Shares		Amount		payable			Capital			Deficit			Deficit
	2026			2025
	Series A Preferred Stock						Common Stock				Stock			Additional Paid-in			Accumulated			Total Stockholder’
	For the Three Months Ended March 31,
	Shares			Amount			Shares		Amount		payable			Capital			Deficit			Deficit
	2026			2025
Balance, December 31, 2024		100,000		$	100			1,049,794	$	1,048	$	36,130		$	2,501,362		$	(3,096,015	)	$	(557,375	)
Cash Flows from Operating Activities:
Net loss		—			—			—		—		—			—			(728,927	)		(728,927	)
Net loss from continued operations	$	(273,496	)	$	(301,967	)
Balance, March 31, 2025		100,000			100			1,049,794		1,048		36,130			2,501,362			(3,824,942	)		(1,286,302	)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for corporate restructuring		—			—			50,000,000		50,000		—			(50,000	)		—			—
Amortization of debt discount		80,865			25,000
Stock issued for services		—			—			144,007		144		(15,841	)		15,697			—			—
Bad debt expense		—			105,326
Stock issued for conversion of debt		—			—			7,815,312		7,817		—			461,644			—			469,461
Change in fair value of derivative		140,937			15,879
Contributed capital		—			—			—		—		—			(97,423	)		—			(97,423	)
Loss on issuance of convertible note		15,351			—
Deconsolidate Jubilee		—			—			—		—		—			—			(378,493	)		(378,493	)
Changes in operating assets and liabilities:
Net income		—			—			—		—		—			—			637,595			637,595
Accounts payable and accrued expenses		(20,440	)		10,888
Balance, June 30, 2025		100,000			100			59,009,113		59,009		20,289			2,831,280			(3,565,840	)		(655,162	)
Accrued compensation		—			(56,666	)
Stock issued for conversion of debt		—			—			2,219,960		2,220		—			461,576			—			467,796
Accrued interest		(2,294	)		50,953
Stock issued for conversion of debt – related party		—			—			2,702,856		2,703		—			645,340			—			648,043
Due to a related party		—			6,500
Net loss		—			—			—		—		—			—			(669,317	)		(669,317	)
Assets from discontinued operations		—			553,962
Balance, September 30, 2025		100,000		$	100			63,931,929	$	63,932	$	20,289		$	3,938,196		$	(4,235,157	)	$	(212,640	)
Net cash (used) provided by operating activities from continued operations		(59,077	)		409,875
Loss from discontinued operations		—			(426,960	)
Net cash used in operating activities		(59,077	)		(17,085	)
Cash Flows from Financing Activities:
Proceeds from convertible note payable		57,641			50,000
Net cash provided by financing activities		57,641			50,000
Net change in cash		(1,436	)		32,915
Cash beginning of period		3,382			3,629
Cash end of period	$	1,946		$	36,544
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	—		$	46,800
Income taxes	$	—		$	—
NON-CASH TRANSACTIONS:
Common stock issued for payment of debt	$	132,341		$	—
Common stock issued for payment of debt – related party	$	27,346		$	—

	Shares		Amount		payable			Amount			Payable		Capital		Deficit			Deficit
	Series A Preferred Stock				Common Stock						Stock		Additional Paid-in		Accumulated			Total Stockholder’
	Shares		Amount		payable			Amount			Payable		Capital		Deficit			Deficit
Balance, December 31, 2023		100,000	$	100		1,224,360		$	1,224		$	36,130	$	2,398,759	$	(3,250,161	)	$	(813,948	)
Common stock issued for payment on settlement liability		—		—		20,011			20			—		4,983		—			5,003
Net income		—		—		—			—			—		—		18,005			18,005
Balance, March 31, 2024		100,000		100		1,244,371			1,244			36,130		2,403,742		(3,232,156	)		(790,940	)
Net loss		—		—		—			—			—		—		(125,532	)		(125,532	)
Balance, June 30, 2024		100,000		100		1,244,371			1,244			36,130		2,403,742		(3,357,688	)		(916,472	)
Balance		100,000		100		1,244,371			1,244			36,130		2,403,742		(3,357,688	)		(916,472	)
Forgiveness of debt related party		—		—		—			—			—		97,423		—			97,423
Cancellation of shares		—		—		(196,519	)		(196	)		—		196		—			—
Net income		—		—		—			—			—		—		125,207			125,207
Net income (loss)		—		—		—			—			—		—		125,207			125,207
Balance, September 30, 2024		100,000	$	100		1,047,852		$	1,048		$	36,130	$	2,501,361	$	(3,232,481	)	$	(693,842	)
Balance		100,000	$	100		1,047,852		$	1,048		$	36,130	$	2,501,361	$	(3,232,481	)	$	(693,842	)

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

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

HALLMARK VENTURE GROUP, INC.

~~CONDENSED~~NOTES ~~CONSOLIDATED~~TO ~~STATEMENTS~~CONDENSED OFFINANCIAL ~~CASH FLOWS~~STATEMENTS

MARCH 31, 2026

(Unaudited)

	2025			2024
	For the Nine Months Ended September 30,
	2025			2024
Cash Flows from Operating Activities:
Net loss from continued operations	$	(760,649	)	$	17,680
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of debt discount		228,641			177,893
Bad debt expense		161,317			—
Change in fair value of derivative		(1,178,621	)		(261,984	)
Gain on extinguishment of debt		—			(265,824	)
Loss on issuance of convertible debt		510,178			278,156
Loss on conversion of debt		736,589			—
Interest expense		126,756			—
Changes in operating assets and liabilities:
Interest receivable		—			(3,332	)
Accounts payable and accrued expenses		(17,417	)		9,102
Accrued compensation		(56,666	)		—
Accrued interest		7,380			4,959
Due from jubilee		172,926			—
Accrued interest - a related party		18,747			10,913
Due to a related party		5,674			—
Net cash used by operating activities		(45,145	)		(32,437	)
Cash Flows from Investing Activities:
Issuance of note receivable		—			(100,000	)
Net cash used by investing activities		—			(100,000	)
Cash Flows from Financing Activities:
Repayments of note payable (including interest)		(318,427	)		—
Proceeds from convertible note payable - related party		20,177			1,456
Proceeds from convertible note payable		344,368			130,981
Net cash provided by financing activities		46,118			132,437
Net change in cash		973			—
Cash beginning of period		3,629			—
Cash end of period	$	4,602		$	—
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	101,467		$	—
Income taxes	$	—		$	—
NON-CASH TRANSACTIONS:
Forgiveness of debt – related party	$	—		$	97,423
Common stock issued for payment of debt	$	956,394		$	5,003

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

HALLMARK VENTURE GROUP, INC.

Notes to Condensed Unaudited Financial Statements

September 30, 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 221,293 of the shares of common stock it held, to Beartooth 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 and 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~~ 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 assigned the Series A preferred shares controlled by each to Aurum~~. Strickland transferred 196,519 in restricted common shares to Aurum. In exchange, Murphy and Strickland retained 5% equity in the Company, post-restructuring, and these shares have an 18-month anti-dilution provision as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland also cancelled debts owed to each by the Company. Strickland cancelled $83,342.25 in debts. Murphy cancelled $74,501 in debts. Murphy received $70,000 from Aurum in exchange for partial debt cancellation delivered into Escrow on February 27, 2024. Aurum received a $77,000 10% convertible promissory note in exchange for partially paying the Company’s debt owed to Murphy. This Consideration was 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.

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

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.

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

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

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

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

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 74, 2024, ~~The Company filed~~ the ~~Amended~~shareholders ~~and~~required ~~Restated~~to ~~Articles~~vote ofapproved ~~Incorporation with Florida Secretary of State reflecting~~ the Board’s 1:500 reverse split of the Company’s common stock. ~~The reverse split was approved by FINRA effective April 24, 2025.~~

On March 7, 2024, the Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the 1:500 reverse split of the Company’s common stock.

On September 26, 2024, the Company and its Board of Directors approved the following; i) Agreement and Plan of Reorganization; ii) Change of Control Agreement; iii) Escrow Agreement, iv) Anti-Dilution Agreement; v) Cancellation of the October 6, 2022 Selkirk Global Holdings, LLC Note; vi) Cancellation of the April 6, 2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the December 12, 2023 Strickland Convertible Exchange Note; viii); and the Company authorized its Secretary to open a bank account in the name of the Company.

On September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into an Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in ~~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 became a wholly owned and operating subsidiary of the Company.

On May 12, 2025, the Company executed a Membership Interest Assignment Agreement with Evan Bloomberg, its former officer and director. Under this agreement, the Company transferred 100% of its membership interest in Jubilee Intel, LLC to Mr. Bloomberg. In exchange, Mr. Bloomberg transferred all 100,000 Series A Preferred Shares of the Company that he held to Selkirk Global Holdings, LLC, an entity controlled by Paul Strickland, the Company’s sole director and officer. This transaction resulted in the demerger of Jubilee Intel, LLC, which ceased to be a wholly owned subsidiary of the Company. Accordingly, Jubilee Intel, LLC has been presented as a discontinued operation as of December 31, 2024 until ~~its~~March ~~deconsolidated~~31, ~~(see~~2025, ~~Note~~the ~~17)~~date ~~which~~the ~~occurred~~Company oneffectively ~~May~~lost ~~12,~~control ~~2025~~of ~~and~~it ~~was~~(Note ~~deconsolidated~~15). ~~from~~All ~~the~~other ~~Company’s~~agreements ~~financial~~with ~~statements~~Mr. asBloomberg ofwere ~~September~~also ~~30,~~terminated ~~2025~~at that time.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~8

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed ~~interim consolidated~~ financial statements have been prepared in ~~conformity~~accordance with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the United States if America of~~ principles (“USU.S. GAAP”) asfor ~~found~~interim infinancial information and the ~~Accounting~~rules ~~Standards~~and ~~Codification~~regulations of the Securities and Exchange Commission (the “~~ASC~~SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the ~~Accounting~~opinion ~~Standards~~of ~~Update~~management, all adjustments (~~“ASU”)~~consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~Financial~~three ~~Accounting~~months ~~Standards~~ended ~~Board~~March ~~(“FASB”)~~31, ~~and~~2026 are ~~expressed~~not innecessarily USindicative ~~Dollars.~~of ~~The~~the ~~unaudited~~results ~~condensed~~that ~~interim~~may ~~consolidated~~be ~~financial~~expected for the full fiscal year ending December 31, 2026. These condensed financial statements should be read in conjunction with the ~~notes~~audited ~~contained herein~~consolidated asfinancial ~~part~~statements ofand the ~~Company’s~~related ~~Quarterly~~footnotes ~~Report~~thereto infor ~~its~~the year ~~Form~~ended ~~10-Q~~December ~~filing~~31, ~~under~~2025 included in the ~~Securities~~Company’s ~~Exchange~~Annual ~~Commission~~Report on Form 10-K/A.

Use of Estimates

The preparation of ~~consolidated~~ financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~consolidated~~ financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and these differences could be material.

The most significant estimates made by management in the preparation of the financial statements relate to the estimates used to calculate the fair value of certain liabilities, the derivative liability, present value of note payable and the valuation of notes receivable. Management bases its estimates on historical experience and on other various assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from such estimates under different assumptions and conditions.

Principles of Consolidation

The accompanying ~~unaudited consolidated~~ financial statements include the accounts of the Company and its wholly owned subsidiary, ~~Jubilee Intel,~~in ~~LLC,~~which ~~through May 12, 2025. On this date,~~ the Company ~~transferred~~has ~~its~~a ~~entire~~controlling financial ~~membership~~ interest induring ~~Jubilee~~the ~~Intel,~~year ~~LLC,~~ended ~~relinquished its~~December ~~control and as a result~~31, ~~Jubilee Intel, LLC ceased to be a wholly owned subsidiary and was deconsolidated~~2025. All significant intercompany transactions and balances ~~have~~are ~~been~~ eliminated in consolidation ~~up to that date~~.

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 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 $41,~~602~~946 and $3,~~629~~382 as of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, 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.

109

Derivative Financial Instruments

The Company evaluates ~~whether~~warrants ~~embedded~~issued ~~conversion~~with ~~features~~notes inpayable ~~its~~and ~~financial~~embedded ~~instruments~~conversion ~~meet~~features ~~the~~of ~~criteria~~convertible ~~for~~notes ~~separate accounting~~ under ASC ~~815,~~ ~~“Derivatives~~480 and ~~Hedging.”~~ASC ~~If the conversion feature is not clearly and closely related~~ 815 to ~~the~~determine ~~host~~appropriate ~~debt instrument and does not meet the scope exception for equity~~ classification~~, it is bifurcated and accounted for as a derivative liability~~. ~~For~~Instruments ~~derivative financial instruments~~ that are ~~accounted~~not ~~for~~indexed asto ~~liabilities,~~ the ~~derivative~~Company’s ~~instrument~~own isstock ~~initially~~or ~~recorded~~do atnot ~~its~~meet ~~fair~~equity ~~value and is~~classification ~~then~~criteria ~~re-valued~~under atASC ~~each reporting date, with changes in the fair value reported in the statements of operations. For stock~~815-~~based~~40 ~~derivative financial~~are ~~instruments,~~classified ~~the~~as ~~Company 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 instruments should be recorded as~~ liabilities ~~or as equity, is evaluated at the end of each reporting period~~.

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 straight line method.

Fair Value of Financial Instruments

The fair value is an exit price representing the amount that would be received to sell an asset or required to transfer a liability in an orderly transaction between market participants. As such, fair value of a financial instrument is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or a liability.

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 ~~consist~~reported ~~of note~~at ~~receivable,~~their ~~derivative~~fair ~~liabilities~~values ~~and~~consist ~~notes~~of ~~payable.~~derivative ~~The Company’s note receivable was indirectly written down to zero due to potential non-collections~~liabilities. The Company’s derivative liabilities ~~have~~had a fair value of $~~189~~3,~~014~~758 and $134,433 ~~primarily~~as ~~due~~of toMarch a31, ~~reduction~~2026 inand ~~the~~December ~~balance~~31, ~~following~~2025, respectively. The decrease is primarily attributable to the payoff and conversion of the third party and related party 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~~ observable market data is not available. As of ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025, the Company did not have any level 1 or 2 financial instruments. On ~~September~~March 3031, ~~2025~~2026 and December 31, ~~2024~~2025 the Company’s level 3 financial instruments were derivative liabilities ~~on convertible notes, notes payable and note receivable valued at their present value~~.

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

At September 30, 2025

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Note Receivable, Net		—		—	$	—
Liabilities
Convertible Notes, related party, net of discount		—		—	$	4,150
Convertible Note, net, net of discount		—		—	$	7,841
Derivative Liability		—		—	$	189,014

At March 31, 2026

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Derivative Liability		—		—	$	3,758

~~At December 31, 2024~~10

	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Note Receivable, Net		—		—	$	105,326
Liabilities
Convertible Note, related party		—		—	$	74,501
Convertible Note, net		—		—	$	317,452
Note Payable		—		—	$	216,960
Derivative Liability		—		—	$	510,154

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		—		—	$	134,433

Basic and Diluted Income (Loss) Per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted EPS on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants or stock or conversion of stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

For the nine months ending September 30, 2025, the Company had 90,000,000 potential dilutive shares of common stock from convertible preferred stock, approximately 654,500 shares from convertible debt, and 11 shares from warrants. 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 ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic 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 revenue when or as the Company satisfies a performance obligation. The company generates revenues primarily from search engine marketing.

In May 2025, the management of Jubilee Intel and of Hallmark Venture Group decided to cancel the merger agreement resulting in the transfer of Hallmark’s control of the entity (Note 17). Hallmark is evaluating various business opportunities to determine new lines of business to pursue. The continued operations of the Company have no revenue generation streams.

Jubilee, a previous subsidiary, generated revenue in two ways. The first and more substantial consists of Jubilee launching and managing Yahoo partner advertisements on its own behalf. The second is a SAAS model in which Jubilee allows third party companies to use the platform to run Yahoo partner ads. The fee for this service is 5% of the third-party ad spend.

Accounts Receivable

The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

Discontinued Operations

The Company accounts for discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations. The disposal of a component or group of components is classified as a discontinued operation if the disposal represents a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. This includes the sale, abandonment, or other disposal of legal entities, business segments, or significant components.

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.

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. ~~Under this approach, the Company has determined that it operates through four reportable segments.~~

The ~~Holding Segment includes corporate functions such~~ asCompany ~~finance,~~previously ~~legal,~~operated ~~human~~through ~~resources,~~two ~~and~~2reportable ~~executive management~~segments. ~~This~~Through ~~segment~~May ~~supports~~12, ~~the~~2025, ~~operations of~~ the ~~other~~Company, ~~business~~through ~~units.~~its ~~The~~subsidiary ~~Holding~~Jubilee, operated ~~Segment~~an ~~represents~~Advertising ~~the~~segment ~~parent-level~~that ~~activities~~launched ofand ~~the~~managed ~~Company,~~Yahoo ~~including~~partner ~~the~~advertisements ~~identification~~ and ~~pursuit~~provided ofa ~~new~~SaaS ~~business~~platform ~~opportunities. This~~for ~~segment~~third ~~also~~parties ~~provides financing support~~ to ~~other~~run ~~operating~~such advertisements. ~~units,~~This ~~and~~segment ~~corporate-level~~subsequently ~~expenses~~ceased ~~are~~to ~~recorded~~meet ~~within~~the ~~this~~criteria ~~segment. Advertising~~for ~~segment~~classification ~~comprises~~as ~~activities~~a ~~from~~continuing ~~launching~~operation and ~~managing~~was ~~Yahoo~~therefore reclassified ~~partner~~as ~~advertisements~~a ondiscontinued ~~the~~operation. ~~Company’s~~As ~~behalf and providing~~ a ~~SaaS~~result ~~platform~~of ~~for~~this ~~third~~reclassification, ~~parties~~all toprior ~~run~~period ~~such~~segment ~~advertisements.~~information ~~Operations~~has ~~that~~been norecast to ~~longer~~conform ~~meet~~to the ~~criteria~~current ~~for~~period ~~continuing operations are reported within Discontinued Operations~~presentation.

1311

~~SCHEDULE~~Following this OFreclassification, ~~SEGMENT~~the ~~REPORTING~~Company operates through a single 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.

2025	Holding Segment			Advertising Segment			Discontinued Operations		Total
Segmented Information- Statements of Operations
2025	Holding Segment			Advertising Segment			Discontinued Operations		Total
Revenue and other income:
Advertising revenue	$	-		$	20,872		$	-	$	20,872
Expenses:
Cost of revenue		-			(2,680	)		-		(2,680	)
General and administrative		80,282			-			-		80,282
Professional fees		63,698			-			-		63,698
Payroll expenses		50,000			-			-		50,000
Interest expense and charges - note payable		126,755			-			-		126,755
Gain on extinguishment of debt		-						-		-
Bad debt		161,317			-			-		161,317
Amortization of debt discount		228,641			-			-		228,641
Loss on issuance of debt		510,178			-			-		510,178
Loss on conversion of debt		736,589			-			-		736,589
Change in fair value of derivative liability		(1,178,621	)		-			-		(1,178,621	)
Net Income (loss) before income taxes	$	(778,841	)	$	18,192		$	-	$	(760,649	)

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 15 — Discontinued Operations.

2025	Holding Segment		Advertising Segment		Discontinued Operations		Total
Segmented Information- Balance Sheets
2025	Holding Segment		Advertising Segment		Discontinued Operations		Total
Total assets	$	4,602	$	-	$	-	$	4,602
Less: intersegment eliminations		-		-		-		-
Net assets		4,602		-		-		4,602
Total liabilities		217,242		-		-		217,242
Less: intersegment eliminations		-		-		-		-
Total liabilities	$	217,242	$	-	$	-	$	217,242

2024	Holding Segment			Advertising Segment		Discontinued Operations		Total
Segmented Information- Statements of Operations
2024	Holding Segment			Advertising Segment		Discontinued Operations		Total
Revenue and other income:
Advertising revenue	$	-		$	-	$	-	$	-
									-
Expenses:
Cost of revenue					-
General and administrative		31,610			-		-		31,610
Professional fees		-					-		-
Payroll expenses		-			-		-		-
Interest expense and charges - note payable		14,865			-		-		14,865
Gain on extinguishment of debt		(3,630	)		-		-		(3,630	)
Bad debt		-			-		-		-
Amortization of debt discount		129,288			-		-		129,288
Loss on issuance of debt		-			-		-		-
Loss on conversion of debt		-			-		-		-
Change in fair value of derivative liability		(64,606	)		-		-		(64,606	)
Net Income (loss) before income taxes	$	(107,527	)	$	-	$	-	$	(107,527	)

2024	Holding Segment		Advertising Segment		Discontinued Operations		Total
Segmented Information- Balance Sheets
2024	Holding Segment		Advertising Segment		Discontinued Operations		Total
Total assets	$	108,955	$	-	$	577,580	$	686,535
Less: intersegment eliminations		-		-		-		-
Net assets		108,955		-		577,580		686,535
Total liabilities		1,217,750		-		26,161		1,243,911
								-
Less: intersegment eliminations		-		-		-		-
Total liabilities	$	1,217,750	$	-	$	26,161	$	1,243,911

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~~ Stock Split”). As a result of the Reverse Stock Split, each ~~ten (~~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 ~~relevant~~ASC ~~U.S. GAAP guidance~~260-10-55-12, the reverse stock split has been ~~retrospectively~~ retrospectively reflected in these ~~condensed consolidated~~ financial statements for all periods presented ~~in the accompanying financial statements~~, including the balance sheets, and statements of stockholders’ equity,. ~~including~~All ~~all~~ share and per-share amounts ~~(such~~— as 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 ~~was~~related ~~recorded~~to ~~for~~ an outstanding note receivable~~; however~~, ~~management determined~~establishing ~~that~~a ~~the~~full ~~nature~~reserve offor the ~~underlying~~entire ~~balances~~balance ~~did~~of ~~not require a CECL-based assessment. Instead,~~ the ~~allowance~~note ~~was~~and ~~estimated using alternative methods consistent with U.S. GAAP, based on~~ the ~~specific~~related ~~characteristics~~interest ~~of the assets~~receivable.

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.

14FASB 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 2025, and prior. Based on the evaluation of the 2025 transactions and events through March 31, 2026, the Company does not believe it has any material uncertain tax positions that require measurement.

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.12

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, ~~2024~~2025, and ~~2023~~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 ~~September~~March 3031, ~~2025~~2026 orand December 31, ~~2024~~2025, and have not recognized interest and/or penalties in the ~~consolidated~~ statement of operations for the ~~period~~periods ended ~~September~~March 3031, ~~2025~~2026 orand ~~year ended~~ December 31, ~~2024~~2025.

The Company is subject to taxation in the United States and the State of Nevada. ~~The Company’s federal and applicable state income tax returns for the past three years remain subject to examination by the respective tax authorities~~

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 ~~September~~March 3031, ~~2025~~2026 and on December 31, ~~2024~~2025, no cash balances were in excess of federally insured limits.

During the period ended September 30, 2025 the company made up 100% of total revenue in cash from one customer. Their balance amounted to $20,872 from advertising and ad revenue. During the period ended September 30, 2024, the Company generated no revenues and therefore had no significant customers.

Recently Issued Accounting Pronouncements

~~Environmental~~ASU ~~Credits~~2023-09, ~~(Proposed~~Income Taxes (Topic ~~818~~740) -— ~~New~~Improvements ~~guidance~~to onIncome ~~how~~Tax toDisclosures. ~~account~~This ~~for~~ASU ~~environmental~~requires ~~credits~~enhanced ~~like~~disclosures ~~carbon~~in ~~offsets~~the rate reconciliation and ~~renewable~~disaggregation ~~energy~~of ~~certificates. Focus~~income ontaxes ~~consistent~~paid ~~recognition~~by federal, ~~measurement~~state, and ~~disclosure~~foreign jurisdiction. ~~Still~~The instandard ~~proposal~~was ~~stage~~effective ~~(comment~~for ~~period~~public business ~~through~~entities ~~April~~for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 effective January 1, 2025). As the Company recognized no income tax expense and made no income tax payments during the quarter ended March 31, 2026, and maintains a full valuation allowance against its deferred tax assets, the adoption did not have a material impact on the Company’s financial statements or disclosures.

~~Disaggregation~~ASU of2024-03, Income Statement ~~Expenses~~— Expense Disaggregation Disclosures (~~ASU~~Subtopic ~~2024~~220-0340). -This ~~Companies~~ASU ~~must~~requires ~~break~~disaggregated ~~out~~disclosure ~~major~~of certain ~~expense~~income ~~categories~~statement ~~(e.g.,~~expense ~~labor,~~line ~~depreciation)~~items inwithin the notes to financial statements. ~~Aimed~~For atsmaller ~~improving~~reporting ~~transparency.~~companies, ~~Effective~~the standard is effective for ~~annual~~fiscal ~~periods~~years beginning after ~~Dec~~December 15, ~~2026~~2027, (with early adoption ~~allowed)~~permitted. The Company does not expect this standard to have a material impact on its financial statements given the limited nature of its expense categories.

~~Income~~The ~~Tax~~Company ~~Disclosure~~periodically ~~Improvements~~evaluates ~~(ASU~~newly ~~2023-09)~~issued -accounting ~~Requires~~standards ~~clearer~~and ~~details~~has onnot ~~income~~identified ~~taxes~~any ~~paid~~other ~~(by~~recently ~~federal,~~issued ~~state,~~pronouncements ~~and foreign) and better~~expected ~~breakdowns~~to ofhave ~~rate~~a ~~reconciliations.~~material ~~Helps~~effect ~~investors~~on ~~better~~its ~~understand~~financial ~~a company's tax situation~~statements.

1513

~~The~~NOTE ~~Company~~3 ~~periodically~~— ~~reviews~~GOING new accounting standards that are issued. Although some of these accounting standards may apply to the Company, the Company has not identified any new standards that it believes merit further discussion or change to adopted policies, and the Company expects that none would have a significant impact on its financial statements.CONCERN

~~NOTE~~The 3accompanying condensed financial statements have been prepared on a going-concern ~~GOING~~basis, ~~CONCERN~~which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

~~The~~As of March 31, 2026, the Company’s ~~financial~~had ~~statements~~an ~~have~~accumulated ~~been~~deficit ~~prepared~~of ~~assuming~~$5,588,661. ~~that~~Net loss and net cash flows used in operating activities for the ~~Company~~three ~~will~~months ~~continue~~ended asMarch a31, ~~going~~2026, ~~concern~~was $273,496 ~~which~~and ~~contemplates continuity~~$59,077, respectively. As of ~~operations~~March 31, 2026, the ~~realization~~Company had cash of ~~assets~~$1,946. 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 ~~liquidation~~to ofachieve ~~liabilities~~its inbusiness ~~the~~development ~~normal~~goals, ~~course~~the attainment of ~~business~~which are not assured.

As of September 30, 2025, the Company had an accumulated deficit of $4,235,157. Net loss and net cash flows used in operating activities for the nine months ended September 30, 2025 was $760,649 and $45,145, respectively. The cash balance held as of September 30, 2025 is $4,602. 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 –— ~~ACCOUNTS~~NOTE RECEIVABLE

AsOn ofMay ~~September 30~~2, ~~2025~~2024, the Company ~~had~~entered ~~accounts~~into ~~receivables~~a of $~~0 compared~~100,000 topromissory ~~$555,195 as~~note ofagreement ~~December~~with ~~31,~~an ~~2024~~independent, ~~being~~non-affiliated ~~part~~third ~~of Assets from discontinued operations~~party. ~~Receivables~~The ~~as of December 31, 2024 consisted of revenues~~note ~~generated~~had ~~through Jubilee. As of September 30, 2025, Jubilee is no longer~~ a ~~wholly-owned~~term ~~subsidiary~~ of ~~the~~180 ~~Company~~days and ~~has~~bore ~~been deconsolidated~~interest asat of8% ~~September~~per ~~30, 2025~~annum.

~~SCHEDULE~~As of OFDecember ~~ACCOUNTS~~31, ~~RECEIVABLE~~ 2024, the note was in default, and the Company recorded a full allowance for credit losses on the outstanding principal balance and related accrued interest. The Company continued to maintain the full allowance as of December 31, 2025. As of March 31, 2026, the note remains in default, and the Company continued to maintain a full allowance on the outstanding balance and related accrued interest, including additional accrued interest recorded during the three months ended March 31, 2026.

Description	September 30, 2025			December 31, 2024
Accounts receivable beginning balance	$	555,195		$	—
Billings		—			555,195
Collections		225,265			—
Direct write offs		314,664			—
Deconsolidated		(15,266	)		—
Accounts Receivable ending balance	$	—		$	555,195
Allowance for doubtful accounts		—			—
Accounts Receivable, net	$	—		$	555,195

NOTE 5 – NOTE RECEIVABLE

On May 2, 2024, the Company made a strategic loan to an independent privately-held non-affiliated third party by entering into a $100,000, 180 day 8% on demand Promissory Note Agreement. As of September 30, 2025, the Company determined that an allowance for the full amount of the note and interest receivable was allocated as the note was determined to be potentially noncollectable. As a result, the Company recognized $111,494 bad debt expense for the nine months ended September 30, 2025.

SCHEDULE OF NOTE RECEIVABLE

Description	~~September~~March 3031, ~~2025~~2026			December 31, ~~2024~~2025
Notes receivable - current portion	$	~~111~~115,~~494~~752		$	~~105~~113,~~326~~752
Allowance for doubtful accounts		(~~111~~115,~~494~~752	)		—(113,752	)
Notes receivable, net	$	—		$	~~105,326~~—

NOTE 65 –— ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

~~The~~An unrelated ~~Company~~third ~~had~~party anpaid ~~accounts~~$26,381 ~~payable~~on ~~balance~~behalf of ~~$26,381~~the ~~that~~Company ~~was~~to ~~paid~~settle bycertain anaccounts ~~unrelated~~payable ~~party~~balances outstanding as of December 31, 2024. In ~~return~~exchange, the Company issued an unsecured, non-interest-bearing convertible note on July 1521, ~~2023.~~2025, ~~The~~with ~~note had~~ a ~~scheduled~~stated maturity date of July 1622, 2026,. ~~but~~The itnote was subsequently converted ~~earlier, on July 22, 2025,~~ 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 estimated.

The following table presents the Company’s accounts payable and accrued liabilities balance as of March 31, 2026 and December 31, 2025.

Description September	September 30, 2025		December 31, 2024
Description	March 31, 2026		December 31, 2025
Legal fees	$	—	$	26,381
Credit cards	$	9,333	$	9,098
Credit card		8,964		—
Accrued liabilities		141,351		141,351
Total	$	8,964	$	26,381
Deposits payable		20,872		20,872
Accrued expenses		-		19,945
Accounts payable and accrued liabilities	$	171,556	$	191,266

~~NOTE 7 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY~~14

OnNOTE ~~December~~6 5,— ~~2023,~~CONVERTIBLE ~~the~~NOTE ~~Company~~PAYABLE ~~issued~~— aRELATED Convertible Exchange Note to John Murphy, for $144,501. The Note was unsecured, non-interest bearing, and matures on December 4, 2024. The note is convertible into shares of common stock at a 50% average closing trading price for the twenty-five days prior to conversion. On March 8, 2024, the Company repaid $70,000 of the loan. On July 21, 2025, Mr. Murphy converted this note into 1,275,702 shares of common stock. As of September 30, 2025 and December 31, 2024, the balance of the note is $0 and $74,501, respectively.PARTY

On December 125, 2023, the ~~company~~Company issued ~~convertible exchange~~a ~~note~~Convertible Exchange Note to ~~Paul~~John ~~Strickland~~Murphy, for $144,501. The Note was unsecured, non-interest bearing , and matures on December 124, ~~2023~~2024. The note was convertible into shares of common stock at a 50% average closing trading price for the twenty-five days prior to conversion. On ~~August~~March 078, ~~2025~~2024, ~~Paul~~$70,000 of the outstanding balance was repaid using funds provided by an investor pursuant to an escrow arrangement entered into by the Company. On July 21, 2025, Mr. Murphy converted this ~~debt~~note into 831,~~753~~275,702 shares of common stock. As of ~~September~~March 3031, 2026, and December 31, 2025, the ~~outstanding~~ balance of the note is $0 and $0, respectively.

InOn ~~connection~~October ~~with~~6, 2022, the ~~acquisition~~Company ofissued ~~Jubilee~~a ~~Intel,~~10% ~~LLC~~Convertible inPromissory ~~the~~Note ~~prior~~to ~~year~~Selkirk Global Holdings, ~~debt~~LLC ~~obligations~~with ~~totalling~~a ~~$97,424,~~face ~~including~~value ~~accrued~~of ~~interest~~$50,000. The ~~owed~~Note tobore ~~Selkirk~~interest ~~Global~~at ~~Holdings,~~10% ~~LLC~~per ~~(“Selkirk”)~~annum ~~under~~and ~~notes~~matured ~~dated~~on October 65, ~~2022,~~2023. ~~and~~The ~~April~~note 6,was ~~2023,~~convertible ~~were~~into ~~cancelled~~shares asof common stock at a conversion ~~part~~price equal to 55% of the ~~merger~~average ~~consideration~~closing price of the Company’s common stock during the twenty consecutive trading days prior to the conversion date. InOn ~~May~~August 12, 2025, ~~following~~Selkirk ~~the~~Global ~~termination~~Holdings, ofLLC converted the ~~merger~~note ~~agreement~~into ~~and~~941,363 ~~the~~shares ~~Company’s~~of ~~transfer~~common stock. As of ~~its~~March ~~membership~~31, ~~interest~~2026 inand ~~Jubilee~~December ~~Intel~~31, ~~LLC~~2025, the ~~previously~~balance ~~cancelled~~of ~~debt~~the note was ~~reinstated~~$0 and $0, respectively.

AsOn aApril ~~result~~6, 2023, the Company ~~recognized~~issued ~~the~~a ~~reinstated~~10% ~~debt~~Convertible Promissory Note to Selkirk Global Holdings, LLC with a face value of $9750,~~424,~~000. ~~including~~The Note ~~accrued~~bore interest, asat a10% ~~liability~~per onannum, ~~its~~compounded ~~balance~~monthly, ~~sheet~~and asmatured ~~of September~~on 30April 5, ~~2025~~2024. ~~Additional~~The ~~interest~~note ~~expense~~was convertible into shares of ~~$10,048~~common stock ~~was~~at ~~accrued~~a ~~through~~conversion ~~September~~price ~~30,~~equal ~~2025,~~to in55% ~~accordance~~of ~~with~~the average closing price of the ~~original~~Company’s ~~note terms,~~common ~~which~~stock ~~bear~~during ~~interest~~the attwenty ~~10%~~consecutive trading ~~per~~days ~~annum~~prior to conversion. InOn August 12, 2025, Selkirk ~~converted~~Global ~~$107~~Holdings,~~472~~ ofLLC ~~principal~~converted ~~and~~the ~~accrued~~note ~~interest~~ into 1402,~~343,403~~ 038 shares of common stock. As of March 31, 2026 and December 31, 2025, the balance of the note was $0 and $0, respectively.

On ~~July~~December 1712, ~~2025~~2023, the Company issued a 6% Convertible Exchange Note to ~~Selkirk,~~Paul ~~for up to $50,000~~Strickland. The ~~Note~~note iswas unsecured, non-interest-bearing, and matured ~~matures~~ on ~~July~~ 16December 12, ~~2026~~2023. ~~The~~On August 7, 2025, the note iswas ~~convertible~~converted into 83,753 shares of common stock. atAs aof ~~50%~~March ~~discount~~31, to2026 ~~the average closing trading price for the ten~~and ~~days~~December ~~prior to conversion. As of September 30~~31, 2025, ~~there~~the isbalance ~~$20,177~~of ~~and~~the ~~$279~~note ofwas ~~principal~~$0 and ~~interest~~$0, respectively~~, due on this note~~.

In connection with the acquisition of Jubilee Intel, LLC in fiscal year 2024, debt obligations totaling $103,284, including accrued interest, owed to Selkirk Global Holdings, LLC (“Selkirk”) and Paul Strickland under the notes described above were cancelled as part of the merger consideration. In May 2025, following the termination of the merger agreement and the Company’s transfer of its membership interest in Jubilee Intel, LLC, the previously cancelled debt was reinstated, including the continuation of accrued interest under the original terms.

As a result, the Company recognized the reinstated debt of $103,284, including accrued interest, as a liability on its consolidated balance sheet. Additional interest expense of $11,542 was accrued through the date of conversion in accordance with the original note terms, which bore interest at 10% per annum. In August 2025, the outstanding balances, including accrued interest, were converted into an aggregate of 1,427,156 shares of common stock. As of March 31, 2026 and December 31, 2025, the balance of the note was $0 and $0, respectively.

On July 17, 2025, 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. On February 9, 2026, Selkirk Global Holdings, LLC elected to convert the outstanding principal of $27,326 and accrued interest of $20 into 379,811 shares of the Company’s common stock.

As of March 31, 2026, the principal balance, accrued interest, and unamortized debt discount related to the note were $0, $0, and $0, respectively. As of December 31, 2025, the outstanding principal balance, accrued interest, and unamortized debt discount were $27,326, $751, and $10,924, respectively.

NOTE 7 — CONVERTIBLE NOTES PAYABLE

On March 1, 2024, the Company issued a $100,000, 6% demand promissory note (the “Note”) to a non-affiliated third party. The Note matured on August 28, 2024, 180 days from the date of issuance. The Note was issued in exchange for the holder making direct payments of certain Company expenses, including $70,000 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 $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 March 31, 2026 and December 31, 2025, the outstanding balance of the note was $0 and $0, respectively.

On May 1, 2024, the Company issued a $100,000, 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 the Company’s common stock at a conversion price equal to 25% of the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On June 2, 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. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the Note was $0 and $0, respectively, and accrued interest was $0 and $0, respectively. As of March 31, 2026, and December 31, 2025 and 2024, the unamortized debt discount was $0 and $0, respectively.

On March 7, 2025, the Company issued a $50,000, 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 the Company’s common stock at a conversion price equal to 50% of 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 a portion of the outstanding balance of the Note, including accrued interest of $986, into 856,908 shares of the Company’s common stock. The Note, including all accrued interest, was fully converted during the year ended December 31, 2025. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the Note was $0 and $0, respectively, and accrued interest was $0 and $0, respectively.

On July 8, 2025, the Company issued a 6% convertible promissory note (the “Note”) to a non-affiliated third party with a face value of up to $50,000. The Note bore interest at 6% per annum, compounded monthly, and matured on July 7, 2026. The Note was convertible into shares of the Company’s common stock at a conversion price equal to 50% of the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On August 25, 2025, the Company amended the Note to increase the face value from $50,000 to $100,000. On January 8, 2026, the Company received an additional $10,000 of funding under the Note for the payment of audit fees. On January 12, 2026, the debt holder elected to convert the outstanding principal balance of $90,200 into 1,555,172 shares of the Company’s common stock and waived accrued interest of $2,532, thereby retiring the Note in full. As of March 31, 2026 and December 31, 2025, the outstanding principal balance of the Note was $0 and $80,200, respectively, and accrued interest was $0 and $2,350, respectively. The unamortized debt discount balance was $0 as of March 31, 2026, compared to $27,360 as of December 31, 2025.

On May 15, 2025, the Company issued six 6% convertible promissory notes to a non-affiliated third party with an aggregate principal amount of $232,187. The notes bore interest at 6% per annum, compounded monthly, and matured on November 14, 2025. The notes were convertible into shares of the Company’s common stock at a conversion price equal to a 20% 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, 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. As a result, an aggregate of $232,186.71 of debt was retired, and no principal or interest remained outstanding. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the Note was $0 and $0, respectively, and accrued interest was $0 and $0, respectively.

The notes were convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price determined pursuant to the terms of the notes. The Company evaluated the conversion features under ASC 815, Derivatives and Hedging, and determined that the features required bifurcation and classification as derivative liabilities. Accordingly, the Company recognized the derivative liabilities at fair value on the issuance dates, with a corresponding offsetting debt discount. The derivative liabilities were 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 and the three months ended March 31, 2026, the related derivative liabilities were extinguished.

On May 14, 2025, the Company issued a $80,000, 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 the Company’s common stock at a conversion price equal to a 20% 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 3, 2025, the holder elected to convert $76,316 of the outstanding principal into shares of the Company’s common stock. On August 5, 2025, the holder converted the remaining outstanding principal balance of $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 March 31, 2026, and December 31, 2025, the outstanding principal balance of the Note was $0 and $0, respectively, and accrued interest was $0 and $0, respectively.

On May 30, 2025, the Company issued a $100,000, 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 the Company’s common stock at a conversion price equal to a 20% 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, 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. Accrued interest of approximately $6,239 was waived by the holder in connection with the settlement of the Note. As of March 31, 2026, and December 31, 2025, the outstanding principal balance of the Note was $0 and $0, respectively, and accrued interest was $0 and $0, respectively.

On February 12, 2026, the Company issued a new 6% Convertible Promissory Note to a non-affiliated third 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 Note is convertible into shares of common stock at a conversion price equal to a 25% discount to the average closing price of the Company’s common stock during the ten consecutive trading days prior to the conversion date. On March 5, 2026, the debt holder entered into an Assignment of Debt Agreement assigning $39,841 of debt under the Note to an unrelated third party. Subsequently, the note holder provided additional funding of $7,800 under the Note. On March 10, 2026, the note holder elected to convert $42,141 into 247,889 shares of the Company’s common stock. The Note remains active, and additional funding tranches may occur. As of March 31, 2026, the outstanding principal balance and accrued interest related to the Note were $5,500 and $56, respectively.

As of March 31, 2026, the total amount due to a loan holder was $5,500 and $56 of principal and interest, respectively. The convertible note balance reported on March 31, 2026 is $496, net of debt discount of $5,060.

As of December 31, 2025, the total amount due to a loan holder was $80,200 and $2,350 of principal and interest, respectively. The convertible note balance reported on December 31, 2025 is $52,840, net of debt discount of $27,360.

NOTE 8 –— ~~CONVERTIBLE~~DERIVATIVE ~~NOTES PAYABLE~~LIABILITY

~~Settlement~~The ~~Liability~~Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total derivative liability on March 31, 2026 and December 31, 2025 was $3,758 and $134,433, respectively, which was principally related to convertible notes.

On September 17, 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 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 shall issue its unrestricted common stock in one or more tranches of less than 10% of the Company’s then issued and outstanding shares until the agreed upon settlement is satisfied.

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

On May 6, 2024, this liability was assigned from Alpha strategies Trading software, Inc to Nicosel, LLC, a non-affiliate of the Company, when the parties agreed to convert the balance into a convertible note payable.

Other Convertible Notes Payable

On March 1, 2024, the Company issued a $100,000, 6% Demand Promissory note (the “Note”) to Alpha Strategies Trading Software, Inc., (“Alpha Strategies”) a non-affiliate of the Company. The Note matures on August 28, 2024, 180 days from the date of the Note. The Note was issued to the Holder in exchange for having made direct payments of Company expenses, $70,000 of the $100,000 note proceeds were used to cancel debts owed to John D. Murphy, Jr., the Company’s CEO and Director. On May 6, 2024, Alpha Strategies assigned this promissory note, with a balance of $103,986, to Nicosel, LLC, a non-affiliate of the Company. The note was replaced by a new promissory note dated May 30, 2025, for $103,986. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

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-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. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

On March 7, 2025, the Company issued a convertible promissory note to Nicosel, LLC for $50,000. The note bears interest at 8% and matures on March 6, 2026. The note is convertible into shares of common stock at a 50% discount to the average closing price during the ten trading days prior to conversion. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

On July 8, 2025, the Company issued a 6% Convertible Exchange Note to Nicosel, LLC, for up to $50,000. The Note is unsecured and matures on July 7, 2026. The note is convertible into shares of common stock at a 50% discount to the average closing trading price for the ten days prior to conversion. On August 25, 2025, the board of directors determined that it was necessary to revise that Note and increase the face value amount to $100,000.

On May 15, 2025, the Company issued six convertible promissory notes to GMF Ventures with an aggregate principal amount of $232,187. The notes bore interest at 6% per annum, with a stated maturity date of November 14, 2025, and a default interest rate of 20% per annum.

The notes were convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price determined pursuant to the terms of the notes. In accordance with ASC 815, Derivatives and Hedging, the Company evaluated the conversion features and determined that they met the criteria for derivative accounting. Accordingly, a derivative liability was recorded at fair value on the issuance date, with subsequent changes in fair value recognized in the condensed statement of operations through the conversion date.

On June 3, 2025, prior to maturity, all six notes, including accrued interest, were fully converted into shares of the Company’s common stock. No cash interest was paid. Following the conversion, there was no remaining principal, accrued interest, or derivative liability outstanding as of September 30, 2025.

On May 14, 2025, the Company issued a 6% Convertible Exchange Note (the “Exchange Note”) to Nicosel, LLC in the principal amount of $80,000. The Exchange Note was issued in exchange for the On Demand Promissory Note dated November 19, 2024.

The Exchange Note bears interest at a guaranteed rate of 6% per annum on the principal balance and matures on November 13, 2025. Both the principal and any accrued interest are convertible into shares of the Company’s common stock, in accordance with the conversion terms of the note.

On June 3, 2025, $76,316 of the principal was converted into shares of the Company’s common stock. Following this conversion, a remaining principal balance of $3,684 was outstanding as of September 30, 2025. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

On May 30, 2025, the Company issued a 6% Convertible Exchange Note (the “Note”) to Nicosel, LLC in the principal amount of $103,986 in exchange for the retiring of an existing convertible promissory note dated 03/01/2024 amounting $103,986. The Note matures on November 30, 2025, and bears interest at 6% per annum on the outstanding principal balance. Principal and interest may be repaid in cash or converted into shares of the Company’s common stock at the holder’s election, in accordance with the terms of the Note. This note was fully converted into shares of common stock during the nine months ended September 30, 2025.

As of September 30, 2025, the total amount due to Nicosel, LLC is $35,800 and $494 of principal and interest, respectively. The convertible note balance reported on September 30, 2025 is $7,841, net of debt discount of $27,959.

As of December 31, 2024, the total amount due to Nicosel, LLC is $350,784 and $11,075 of principal and interest, respectively. The convertible note balance reported on December 31, 2024 is $317,452, net of debt discount of $33,333.

NOTE 9 – NOTES PAYABLE

On October 9, 2024, the Company authorized the issuance of up to $500,000 in non-convertible promissory notes. The notes, when issued, will bear interest at a rate of 12% per month and will be due and payable six months after issuance. Purchasers of the notes will also be issued a common stock purchase warrant (each a “Warrant”). The warrant shall be exercisable at a price of $2.00 per share and shall expire two years after the issuance date.

On October 15, 2024, the Company issued a $50,000 promissory note, and a warrant to purchase 1,250 shares of the Company’s common stock. This note is fully settled as of September 30, 2025, along with interest.

On October 28, 2024, the Company issued a $33,000 promissory note, (increased to $36,960) and a warrant to purchase 825 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

On November 4, 2024, the Company issued a $30,000 promissory note and a warrant to purchase 750 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

On November 15, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

On November 19, 2024 the Company issued a $50,000 promissory note and a warrant to purchase 1,250 shares of Company common stock. This note was replaced with convertible note dated May 14, 2025. See note 8.

On December 20, 2024 the Company issued a $25,000 promissory note and a warrant to purchase 625 shares of Company common stock. This note is fully settled as of September 30, 2025, along with interest.

As of September 30, 2025, the total principal owed was $0 and accrued interest was $0. As of December 31, 2024 total principal owed was $216,960 and accrued interest was $3,312.

Refer Note 6 for the convertible note issued to an unrelated party for settlement of debt.

NOTE 10 – DERIVATIVE LIABILITY

The Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total derivative liability on September 30, 2025 was $189,014 and on December 31, 2024 was $510,154 which was principally related to convertible notes.

Balance at December 31, 2023	$	293,621
Balance at December 31, 2024	$	510,154
Decrease to derivative due to repayments		(66,769	)
Decrease to derivative due to repayment		(1,223,594	)
Increase to derivative due to new issuances		~~378~~591,~~156~~882
Derivative gain due to mark to market adjustment		(94,854	)
Derivative loss due to mark to market adjustment		255,991
Balance at December 31, 2024		510,154
Balance at December 31, 2025		134,433
Balance		~~510~~134,~~154~~433
Decrease to derivative due to repayment		(731,834	)
Decrease to derivative due to conversion		(334,604	)
Increase to derivative due to new issuances		~~872~~62,~~243~~992
Derivative loss due to mark to market adjustment		~~(461~~140,~~549~~937	)
Balance at September 30, 2025	$	189,014
Balance at March 31, 2026	$	3,758
Balance	$	~~189~~3,~~014~~758

The following table summarizes the weighted average key inputs used in the Black-Scholes model for all outstanding conversion feature derivative liabilities as of the measurement dates:

	September 30, 2025						December 31, 2024
	March 31, 2026						December 31, 2025
Input	Weighted Avg.			Range			Weighted Avg.			Range
Stock price	$	0.2922		$	0.2922		$	0.~~003300~~10		$	0.~~000611~~10
Exercise price (conversion price)	$	0.~~0867~~318		$	0.~~0867~~212		$	0.~~000611~~079		$	0.~~0009 - 0.0011~~079
Risk-free interest rate		3.6872	%		3.68	%		43.3759	%		43.3759	%
Expected term (years)		0.7887			0.~~77– 0.79~~87			0.3052			0.2552– - 0.3354
Expected volatility		~~602~~500.8073	%		~~600~~581.~~86% - 606.26~~29	%		~~189~~555.41020	%		~~333~~546.0869% - ~~310~~559.7016	%
Dividend yield		-			-			-			-

NOTE 119 –— STOCK PAYABLE

The Company’s prior related party settlement liability ~~(Note 7)~~ included ~~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~~issuance ~~was $0.01 resulting in a total value~~ 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 Company issued 144,007 shares of common stock on May 20, 2025, at a value of $15,841, to Nicosel, LLC. The balance due is $20,289 and $36,130 as of September 30, 2025 and December 31, 2024, respectively.

~~NOTE~~On 12March –28, ~~WARRANTS~~2024, 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.

OnThe ~~May~~settlement 1,agreement ~~2024,~~does ~~the~~not ~~Company~~contain ~~issued~~provisions afor ~~Warrant~~adjustment ~~Subscription~~of ~~Agreement~~the isnumber ~~for~~of ~~200~~shares ~~warrants~~in ~~(post-split),~~the ~~exercisable~~event ~~within~~of ~~one~~a ~~year~~reverse ofstock ~~the~~split. Accordingly, ~~execution~~the ~~date~~Company ofcontinues to account for the ~~agreement~~obligation atbased aon ~~price~~the oforiginal ~~$500~~5,000,000 ~~(post-split)~~shares.

The value of the stock payable was determined as $50,000 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 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 March 31, 2026 and December 31, 2025 were 3,468,993 and 3,468,993, respectively. The remaining balance of the stock payable liability was $34,690 and $34,690 as of March 31, 2026 and December 31, 2025, respectively.

NOTE 10 — WARRANTS

On May 1, 2024, the Company issued under a Warrant Subscription Agreement for 200 warrants (post-split), exercisable within one year of the execution date of the agreement at a price of $500 (post-split). These warrants were expired during the year ended December 31, 2025.

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	%

2018

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 were issued 11 12 warrants (post split) to purchase common stock. The warrants ~~shall~~are be exercisable at a price of $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	%

As of March 31, 2026, the Company had 12 warrants outstanding to purchase shares of common stock at an exercise price of $500 per share, with a weighted average remaining contractual term of approximately 0.60 years. There was no warrant activity during the three months ended March 31, 2026.

SCHEDULE OF WARRANTS

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Intrinsic Value
Outstanding, December 31, 2023		—		$	—		—	$	—
Outstanding, December 31, 2024		212		$	500		.41	$	—
Issued		211		$	500		.50		—
Expired		—		$	—		—		—
Exercised		—		$	—		—		—
Outstanding, December 31, 2024		211		$	500		.41	$	—
Issued		—		$	—		—		—
Expired		(200	)	$	—		—		—
Exercised		—		$	—		—		—
Outstanding, September 30, 2025		11		$	500		1.11	$	—
Outstanding, December 31, 2025		12		$	500		0.85	$	—
Issued		—		$	—		—		—
Expired		—		$	—		—		—
Exercised		—		$	—		—		—
Outstanding, March 31, 2026		12		$	500		0.60	$	—

NOTE 1311 –— COMMON STOCK

On May ~~January 5~~20, ~~2024~~2025, the Company issued 10 144,~~005,580~~ 007 shares of ~~its~~ common stock tofor ~~Phase~~legal Ifees ~~Operations,~~associated ~~Inc. for~~with ~~conversion~~the ofsettlement ~~$5,003 of~~liability ~~debt~~(Note 9).

On June ~~September 26~~2, ~~2024~~2025, ~~Beartooth~~a ~~Asset~~debt ~~Holding,~~holder ~~LLC~~converted $232,187 anof ~~entity~~principal ~~controlled~~and byaccrued ~~Paul~~interest, ~~Strickland~~respectively, ~~agreed~~into ~~to cancel 98~~2,~~259~~449,~~679~~ 227 shares of common stock (see asNote ~~part of the merger agreement~~7).

On May 20, 2025, the Company issued 144,007 shares of common stock for legal fees associated with the settlement liability (Note 11).

On June 2, 2025, GMF converted $232,187 of principal and accrued interest, respectively, into 2,449,227 shares of common stock (see Note 9).

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 8, 2025, the Company entered into a 1 year, 6% $26,381 convertible note with Wonderland Asset Management, LLC (Wonderland). On July 22, 2025, Wonderland converted all of that note into 239,827 shares of restricted common stock pursuant to the terms of the note.

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

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

21On 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 5, 2025, Nicosel, LLC 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.~~19

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.

~~The~~Refer ~~shares~~Note ~~were~~5 ~~measured~~and at7 ~~the~~for ~~fair value of~~ the common stock issued onin ~~the~~conversion ~~date~~ of ~~issuance~~debt ~~and recorded~~ to ~~common~~an ~~stock~~unrelated ~~and additional paid in capital~~party.

~~During~~Refer ~~the~~Note ~~nine~~6 ~~months~~for ~~ending~~the ~~September 30, 2025, Nicosel converted $226,316 and $10,937 of principal and interest, respectively, into 5,366,085 shares of~~ common stock; ~~however,~~issued ~~Nicosel~~in ~~LLC~~conversion ~~entered~~of ~~into~~debt ~~separate agreements~~ to ~~sell~~related ~~or transfer its shares in the Company to other unrelated~~ parties.

NOTE 1412 –— 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~~NOTE ~~Company~~13 ~~has~~— ~~100,000~~RELATED ~~shares~~PARTY of Series A Preferred Stock issued and outstanding as of September 30, 2025 and December 31, 2024, respectively. At September 30, 2025, Selkirk Global holding was the holder of all of the outstanding shares of Series A Preferred Stock and at December 31, 2024 Evan Bloomberg was the holder of all of the outstanding shares of Series A Preferred Stock, acquired from John D. Murphy, Jr. and Paul Strickland in conjunction with the Jubilee Intel, LLC transaction.TRANSACTIONS

~~NOTE~~On 15February –24, ~~OTHER~~2026, ~~RELATED~~Beartooth ~~PARTY~~Asset ~~TRANSACTIONS~~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 in connection with anticipated corporate restructuring. The shares had originally been issued to Beartooth on May 16, 2025.

~~SCHEDULE~~Refer note OF6 ~~RELATED~~for ~~PARTY~~the ~~TRANSACTIONS~~ related parties transactions.

Name of Related Party		Related Relationship
Evan Bloomberg	(1)	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

As of March 31, 2026 and December 31, 2025, the Company had a Due to Related Party balance of $826.

~~(1)~~NOTE 14 ~~Resigned~~— ~~from~~INCOME ~~all positions May 12, 2025.~~TAX

~~Loans~~For the periods ending March 31, 2026 and ~~Cash~~December ~~Advances~~31, 2025, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

~~John~~As D.of ~~Murphy,~~March ~~Jr.~~31, ~~has~~2026 atand ~~times~~December ~~directly~~31, ~~paid~~2025, ~~for~~the ~~various~~Company ~~company~~had ~~expenses.~~net ~~The~~operating ~~amount~~loss ~~was~~carry ~~unsecured,~~forwards ~~non-interest~~of ~~bearing~~approximately $5,892,000 and ~~due~~$5,618,000, respectively. onThe ~~demand. On~~carry ~~December~~forwards 5,expire ~~2023,~~through the year 2044. The Company’s ~~issued~~net aoperating ~~Convertible~~loss ~~Exchange~~carry ~~Note~~forwards tomay ~~John~~be ~~Murphy,~~subject ~~for~~to annual ~~the~~limitations, ~~amount~~which ~~due~~could ofreduce ~~$144,501.~~or ~~During~~defer the ~~nine~~utilization ~~months ended~~of ~~September~~the ~~30,~~losses ~~2025,~~as ~~$74,501~~a result of ~~the~~an ~~note~~ownership ~~was~~change ~~assigned~~as todefined ~~Alpha~~in ~~Strategies~~Section 382 ~~and~~of ~~then~~the ~~assigned~~Internal toRevenue ~~Nicosel, LLC~~Code.

Refer to Note 13 for shares issued to a related party.

NOTE 16 – INCOME TAX

For the nine months ended September 30, 2025 and fiscal year ending December 31, 2024, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of September 30, 2025 and December 31, 2024, the Company had net operating loss carry forwards of approximately $1,411,000 and $650,000, respectively. The carry forwards expire through the year 2044. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

The tax computations are as follows:

SCHEDULE OF TAX COMPUTATIONS

	September 30, 2025			December 31, 2024
	March 31, 2026			December 31, 2025
Net losses (gains) before taxes	$	(760,649	)	$	18,005
Net losses before taxes	$	(273,496	)	$	(1,969,172	)
Adjustments to arrive at taxable income/loss
Permanent differences:		—			—
Temporary differences:		—			—
Taxable income (loss)		(760,649	)		18,005
Taxable (loss)		(273,496	)		(1,969,172	)
Current Year Taxable (loss) income		(760,649	)		18,005
Current Year Taxable (loss)		(273,496	)		(1,969,172	)
NOL carried forward prior year (tax return)		(35,~~231~~618,~~995~~232	)		(3,~~250~~922,~~000~~060	)
NOL carried forward at period end	$	(35,~~992~~891,~~644~~728	)	$	(35,~~231~~618,~~995~~232	)
Deferred Tax Asset - Federal Rate (21%)		(~~838~~123,~~455~~727	)		(~~678~~1,~~719~~179,829	)
Deferred Tax Asset - State Rate		—			—
Total Deferred Tax Asset		(~~838~~123,~~455~~727	)		(~~678~~1,~~719~~179,829	)
Valuation Allowance		~~838~~(123,~~455~~727	)		~~678~~(1,~~719~~179,829	)
Deferred tax per books	$	—		$	—

~~NOTE 17 – DISCONTINUED OPERATIONS AND DECONSOLIDATION~~20

AsNOTE of15 ~~September~~— ~~30,~~DISCONTINUED 2025, Jubilee is no longer a wholly-owned subsidiary of the Company and has been deconsolidated as of September 30, 2025 (Note 17). 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.OPERATIONS

~~Total~~Subsequent ~~assets~~to March 31, 2025, Jubilee Intel, LLC is no longer a wholly-owned subsidiary of the Company. The revenues and ~~liabilities~~costs ~~included~~associated inwith ~~discontinued~~this business ~~operations~~are ~~were~~displayed as ~~follows:~~losses from discontinued operations.

~~SCHEDULE~~Net loss OFfrom ~~ASSETS~~discontinued ~~AND~~operations ~~LIABILITIES~~for ~~INCLUDED~~the INthree ~~DISCONTINUED~~months ~~OPERATIONS~~ ended March 31, 2025, was comprised of the following components:

	September 30, 2025		December 31, 2024
Assets from Discontinued Operations:
Cash	$	—	$	22,386
Accounts receivable		—		555,195
Total assets from discontinued operations	$	—	$	577,581
Liabilities from Discontinued Operations:
Line of credit	$	—	$	26,161
Total liabilities from discontinued operations	$	—	$	26,161

Deconsolidation of Jubilee as of September 30, 2025:

Discontinued operations - net loss	March 31, 2025
Revenue
Service revenue	$	—
Revenue total	$	—

Expenses:
General and administrative - cost of revenue	$	38,169
General and administrative - other costs		74,127
General and administrative		74,127
Bad debts		314,664
Expenses total		426,960
Net loss from discontinued operations		(426,960	)

Discontinued operations - cash flows
Net loss for the period from discontinued operations	$	(426,960	)
Net cash used by operating activities from discontinued operations	$	(426,960	)

~~SCHEDULE~~NOTE OF16 ~~DECONSOLIDATION~~— OFSUBSEQUENT ~~JUBILEE~~ EVENTS

Account
Checking Account	$	(8,350	)
Money Market		(2.00	)
Accounts Receivable		(15,266	)
Due from/to Jubilee		56,818
Retained Earnings		378,494
(Gain) on Deconsolidation	$	(411,694	)

In accordance with ASC 855-10, Subsequent Events, management evaluated subsequent events through the date these condensed financial statements were issued and noted no material subsequent events requiring disclosure.

On the statement of operations there is no reported gain on deconsolidated for the nine months September 30, 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.21

~~NOTE~~ITEM 182. —MANAGEMENT’S ~~SUBSEQUENT~~DISCUSSION ~~EVENTS~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

InThe ~~accordance~~following ~~with~~discussion ~~ASC~~and ~~855-10,~~analysis ~~Subsequent~~of ~~Events,~~our ~~management~~financial ~~evaluated~~condition ~~subsequent~~and ~~events~~results ~~through~~of ~~the~~operations ~~date~~should ~~the~~be read in conjunction with our condensed financial statements ~~were~~and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and our audited financial ~~issued~~statements and norelated ~~noted~~notes ~~material~~thereto ~~subsequent~~for ~~events~~the ~~requiring~~year ~~disclosure~~ended December 31, 2025 included in ~~these~~our ~~unaudited~~Annual ~~financial~~Report ~~statements~~on Form 10-K/A.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

~~Unless~~This ~~the context indicates otherwise, as used in this~~ Quarterly Report, ~~the~~contains ~~terms~~forward-looking ~~“HLLK,”~~statements ~~“we,”~~within ~~“us,” “our,”~~the ~~“our~~meaning ~~company”~~of ~~and~~Section ~~“our~~27A ~~business”~~of ~~refer,~~the toSecurities ~~Hallmark~~Act ~~Venture~~of ~~Group~~1933, ~~Inc.,~~as ~~including its subsidiaries named herein. Certain statements~~amended, ~~other than purely historical information, including estimates, projections, statements relating to~~and ~~our~~Section ~~business~~21E ~~plans,~~of ~~objectives, and expected operating results, and~~ the ~~assumptions~~Securities ~~upon~~Exchange ~~which~~Act ~~those~~of ~~statements are based~~1934, ~~are~~as ~~“forward-looking statements~~amended.” 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~~Factors ~~ability~~that tocould ~~predict~~cause ~~results~~ or ~~the~~contribute ~~actual effect~~to ofsuch ~~future~~differences ~~plans~~include orthose ~~strategies~~discussed isunder ~~inherently~~the ~~uncertain.~~headings “Risk Factors” in ~~which~~our ~~could~~Annual ~~have~~Report ~~a material adverse effect~~ on ~~our~~Form ~~operations~~10-K and ~~future~~ ~~prospects~~elsewhere ~~include,~~in ~~but~~this ~~are~~Quarterly ~~not~~Report. ~~limited~~Forward-looking ~~to:~~statements ~~changes~~speak inonly ~~economic~~as ~~conditions,~~of ~~legislative/regulatory~~the ~~changes,~~date ~~availability of capital~~hereof, ~~interest~~and ~~rates,~~we ~~competition,~~undertake ~~and~~no ~~generally~~obligation ~~accepted~~to ~~accounting~~update ~~principles.~~or ~~These~~revise ~~risks~~any ~~and~~forward-looking ~~uncertainties~~statements, ~~should~~whether ~~also~~as bea ~~considered~~result ~~in evaluating~~of ~~forward-looking~~new ~~statements~~information, ~~and~~future ~~undue~~events or ~~reliance~~otherwise, ~~should~~except ~~not~~as berequired ~~placed~~by onapplicable ~~such statements~~law.

~~Cautionary Statement~~Overview

~~The~~We ~~following~~have ~~discussion~~no ~~and~~operations ~~analysis~~from ~~should~~a becontinuing ~~read~~business inother ~~conjunction~~than ~~with~~expenditures related to running the Company. All of our ~~unaudited~~historical ~~financial~~business operations ~~statements~~have ceased. Management intends to explore and ~~related~~identify ~~notes~~business ~~appearing~~opportunities ~~elsewhere~~within the U.S. and other jurisdictions, including ~~herein~~a potential acquisition of an operating entity through a reverse merger, asset purchase or similar transaction. No assurances can be given that our management can identify and implement a viable business strategy or that any such strategy will result in profits.

~~Our~~We ~~actual~~do ~~results~~not ~~may~~currently ~~differ~~engage ~~materially~~in ~~from~~any ~~those~~business ~~anticipated~~activities inthat provide revenue or cash flow. During the ~~following~~next ~~discussion~~12-month period, aswe aanticipate incurring ~~result~~costs ofin aconnection ~~variety~~with ofinvestigating, ~~risks~~evaluating, and ~~uncertainties, including~~negotiating ~~those~~potential ~~described~~business ~~under~~combinations ~~Forward-Looking~~and/or ~~Statements.~~asset Weacquisitions, filing ~~assume~~reports nowith ~~obligation~~the toSEC, ~~update~~and consummating any acquisition of ~~the~~an ~~forward-looking~~operating ~~statements~~business ~~included herein~~or assets.

Current Status – “Shell Company”

The Company can currently be defined as a “shell” company, whose sole purpose at this time is to locate and consummate a merger or acquisition with a private entity. The Company has not identified a specific acquisition target and has not entered into any negotiations regarding any such acquisition.

Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources.

The time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty.

Management intends to devote such time as it deems necessary to carry out our affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that management will devote to the Company’s plan of operation.

Prospective investors in the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that we may undertake. A business combination may involve the acquisition of, or merger with, a company that needs to raise substantial additional capital by means of being a publicly-traded company, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, voting control issues and compliance with various federal and state securities laws.

The Company intends to conduct its activities to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and the regulations promulgated thereunder.

Management believes that being a reporting company under the Exchange Act will enhance the Company’s efforts to acquire or merge with an operating business, although there is no assurance that such will be the case.

The Company is obligated to file interim and periodic reports including an annual report with audited financial statements. The costs associated with this obligation will be borne by the Company.

The Company’s common stock is subject to quotation on the OTCID Basic Market of OTC Markets Group Inc. under the symbol HLLK. There is currently only a limited trading market in the Company’s common stock. There can be no assurance that there will be an active trading market for our common stock. If an active trading market commences, there can be no assurance as to the market price of our common stock, whether the trading market will provide liquidity to investors, or whether any trading market will be sustained.

Results of Operations

Three Months Ended ~~September~~March 3031, ~~2025~~2026 ~~(the~~Compared ~~“2025~~to ~~Period”)~~Three ~~and~~Months ~~2024~~Ended ~~(the~~March ~~“2024~~31, ~~Period”).~~2025

~~Revenues~~Revenue. ~~During~~We ~~the~~had ~~2025~~no ~~Period~~revenue ~~and~~during the ~~2024~~three ~~Period,~~months ~~the~~ended ~~Company~~March ~~generated~~31, no2026 ~~revenues~~or 2025.

~~During~~Operating Expenses. Total operating expenses for the ~~2024~~three ~~Period~~months ended March 31, 2026 were $38,572, consisting of professional fees of $34,296 (audit, accounting and legal), and general and administrative expenses of $4,276. Total operating expenses for the ~~Company~~three ~~generated~~months noended March ~~revenue~~31, 2025 were $58,010, consisting of professional fees of $18,293 and general and administrative expenses of $37,717.

~~Operating~~Other ~~Expenses~~Income (Expense). ~~During~~Other income (expense) for the ~~2025~~three ~~Period~~months ended March 31, 2026 included interest expense of $1,338, amortization of debt discount of $80,865, a loss for the change in fair value of derivative liability of $140,937, and loss on issuance of convertible note of $15,351. For the three months ended March 31, 2025, the Company incurred total ~~operating~~other ~~expenses~~expense of $58243,~~541~~957, which ~~were~~was comprised of $2297,~~359~~752 in ~~general and~~interest ~~administrative~~expense, ~~expenses and~~ $36105,~~800~~326 in ~~professional~~bad ~~fees~~debt expense, ~~resulting~~$25,000 in aamortization ~~loss~~of ~~from~~debt ~~operations~~discount ofand $5915,~~159.~~879 in change in fair value of derivative,

~~During~~Our ~~the~~net ~~2024~~loss ~~Period,~~for the ~~Company~~three ~~incurred~~months ~~operating~~ended ~~expenses~~March of31, 2026 was $3273,~~827~~496 compared to $728,927 ~~comprised~~for ~~entirely~~the ofthree ~~general~~months ~~and~~ended ~~administrative~~March ~~expense~~31, ~~resulting~~2025. For the inthree months ended March 31, 2025, the Company incurred a net loss from discontinued operations of $3426,~~827~~960, resulting in a net loss of $728,927.

Other Income (Expense). During the 2025 Period, the Company incurred a total of $610,158 in other expense, which was comprised of $773 in interest expense, $102,325 in amortization of debt discount, $267,425 in loss on conversion of debt and $67,714 in loss on issuance of convertible debt.

During the 2024 Period, the Company incurred a total of $333,870 in other expense, which was comprised of $7,109 in interest expense, $48,605 in amortization of debt discount and $278,156 in loss on issuance of convertible debt, which was offset by $462,904 in other income, comprised of $3,332 in interest income, $197,378 in change in fair value of derivative and $262,194 in gain on extinguishment of debt, resulting in other expense for the 2024 Period of $129,034.

Net Income (Loss). For the 2025 Period, the Company reported a net loss of $669,317, which is due primarily to an increase in other expense. For the 2024 Period, the Company reported net income of $125,207, which is attributable to other income. This period-to-period fluctuation in other income/expense can be expected for the foreseeable future.

Nine Months Ended September 30, 2025 (“Interim 2025”) and 2024 (“Interim 2024”).

Revenues. During Interim 2025, the Company generated $20,872 in revenues and incurred a cost of revenue of $2,680, resulting in a gross margin of $18,912.

During Interim 2024, the Company generated no revenue.

Operating Expenses. During Interim 2025, the Company incurred total operating expenses of $193,981, which were comprised of $80,283 in general and administrative expenses, $50,000 in compensation expense and $63,698 in professional fees, resulting in a loss from operations of $175,789.

During Interim 2024, the Company incurred operating expenses of $35,437, comprised entirely of general and administrative expenses, resulting in a net loss from operations of $35,437.

Other Income (Expense). During Interim 2025, the Company incurred a total of $1,763,481 in other expense, which was comprised of $126,755 in interest expense, $161,317 in bad debt expense, $228,641 in amortization of debt discount, $736,589 in loss on conversion of debt and $510,178 in loss on issuance of convertible debt, which was offset by $1,178,621 in other income, which was comprised entirely of $ in change in fair value of derivative, resulting in other expense for Interim 2025 of $585,860.

During Interim 2024, the Company incurred a total of $478,023 in other expense, which was comprised of $21,974 in interest expense, $177,893 in amortization of debt discount and $278,156 in loss on issuance of convertible debt, which was offset by $531,140 in other income, which was comprised of $3,332 in interest income, $261,984 in change in fair value of derivative and $265,824 in gain on extinguishment of debt, resulting in other expense for Interim 2024 of $53,117.

Net Income (Loss). For Interim 2025, the Company incurred a net loss of $760,649. For Interim 2024, the Company reported net income of $17,680.

Cash Flows

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024.

	Nine Months Ended 9/30/25			Nine Months Ended 9/30/24
Cash Used by Operating Activities	$	(45,145	)	$	(32,437	)
Cash Provided (Used) by Investing Activities		-			(100,000	)
Cash Provided by Financing Activities	$	46,118		$	132,437

Cash Used by Operating Activities. During the nine months ended September 30, 2025, cash used by operating activities was $45,145. This use of cash reflects our net loss for the period, adjusted by non-cash charges non-cash gains. In comparison, during the nine months ended September 30, 2024, cash used by operating activities was $32,437. The decrease in cash usage during the nine months ended September 30, 2025, is attributable to an increase in operating expenses associated with the Company’s “shell company” status.

Cash Provided by Investing Activities. During the nine months ended September 30, 2025, we had no financing activities. During the nine months ended September 30, 2024, we used $100,000 for the issuance of a note receivable.

Cash Provided by Financing Activities. During the nine months ended September 30, 2025, cash provided by financing activities was $46,118. This provision of cash consisted of $20,176 in proceeds from proceeds from convertible note payable (third party) and $344,368 in proceeds from convertible note payable, which was offset by repayments of note payable (including interest). In comparison, during the nine months ended September 30, 2024, cash provided by financing activities was $132,437, which included $130,981 in proceeds from convertible note payable (third party) and $1,456 in proceeds from convertible note (related party).

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2025~~2026, ~~the~~we ~~Company~~ had cash of $41,~~602~~946 incompared ~~cash~~to ~~and~~ $~~217~~3,~~242~~382 inas ~~current~~of ~~liabilities~~December 31, ~~resulting~~2025. inWe ahad negative working capital ~~deficit~~and ~~of $212,640.~~a ~~The Company~~stockholders’s deficit ~~capital~~at ~~position~~both ~~can~~dates. beWe ~~expected~~have tohistorically ~~remain~~funded inour aoperations ~~negative~~through ~~state,~~the ~~until~~issuance ~~such~~of ~~time~~convertible aspromissory itnotes, ~~begins~~with tonote ~~generate~~holders ~~significant~~paying ~~revenues~~expenses ~~from~~directly ~~future~~to ~~operations~~vendors oron ~~until~~our ~~such~~behalf. ~~time~~We asdo itnot ~~acquires~~currently ahave ~~private~~any ~~company~~committed ~~with~~sources ~~ongoing~~of ~~operations.~~additional ~~There~~funding, isand nowe cannot ~~assurance~~guarantee that ~~either~~we ofwill be able to obtain any such ~~circumstances~~funding ~~will~~in ~~occur~~the future on acceptable terms or at all.

~~Going Concern~~22

~~The~~During ~~Company~~the isthree ~~currently~~months aended ~~“shell~~March ~~company~~31,” ~~that~~2026, iswe received aggregate funding of $57,641 under the ~~Company~~February ~~has~~12, ~~nominal~~2026 ~~assets~~6% ~~and~~Convertible ~~nominal~~Promissory Note ~~operations~~issued ~~and~~to ~~seeks~~the debt holders, all of which was utilized to ~~acquire~~pay third-party vendor obligations directly by the lender. As of March a31, ~~private~~2026, ~~company~~the ~~with~~outstanding ~~ongoing~~principal ~~operations~~balance under that Note was approximately $5,500 and the remaining was converted.

~~The~~We ~~Company’s~~will ~~financial~~continue ~~statements~~to ~~have~~require ~~been~~additional ~~prepared~~funding ~~assuming~~to ~~the~~support ~~Company~~our ~~will~~operations, ~~continue~~satisfy asour aexisting ~~going~~obligations ~~concern,~~and ~~which~~maintain ~~contemplates~~our ~~the~~reporting status, ~~realization~~including ~~of assets and~~ the ~~satisfaction~~payment of ~~liabilities~~professional infees, ~~the~~transfer-agent ~~normal~~fees ~~course~~and ofSEC ~~business~~filing-related expenses. ~~During~~There ~~the~~can ~~nine~~be ~~months~~no ~~ended~~assurance ~~September~~that ~~30,~~we will ~~2025,~~be ~~the~~able ~~Company~~to ~~incurred~~obtain aadditional ~~net~~funding ~~loss~~on ofterms ~~$760,649~~acceptable ~~and~~to ~~used~~us ~~cash~~or inat ~~operating~~all. ~~activities~~The condition of ~~$45,145,~~our ~~and,~~business onraises ~~September~~substantial ~~30,~~doubt ~~2025,~~about our ~~had~~ability ~~a stockholders’~~to ~~deficit~~continue ofas ~~$212,640~~a going concern.

~~The~~Critical ~~foregoing~~Accounting ~~factors,~~Policies ~~among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability~~ and ~~classification of recorded asset amounts or amounts and the classification of liabilities that might result from this uncertainty.~~Estimates

~~Management~~Refer isto ~~actively~~Note ~~seeking~~2 ~~additional~~to ~~sources~~the ofaccompanying ~~capital~~Financial ~~through~~Statements for the ~~sale~~three ofmonths ~~equity,~~ended ~~including~~March ~~in this offering~~31, ~~advances from related parties~~2025, ~~and~~ ~~exploring~~for ~~strategic~~a ~~partnerships.~~condensed ~~The~~discussion ~~Company~~of isour ~~also focused on attracting suitable investors to support its business plan without~~critical ~~relying~~accounting ~~heavily~~policies ~~on existing cash reserves. Additionally, management is implementing cost-saving measures~~ and ~~exploring opportunities~~ to ~~diversify~~our ~~through~~Form ~~acquisitions~~10-K/A orfor ~~entering~~the ~~into~~year ~~new~~ended ~~markets.~~December ~~However~~31, ~~there can be no assurance that these efforts will result in sufficient funding~~2025, ~~and~~for ~~the~~a ~~Company~~full ~~may~~discussion ~~continue~~of toour ~~face~~critical ~~substantial~~accounting ~~uncertainty regarding its ability to achieve profitable operations~~policies and ~~sustain its business~~procedures.

Off -Balance Sheet Arrangements

~~There~~We ~~are~~have no off-balance sheet arrangements ~~with~~that ~~any~~have ~~party~~or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

~~Critical~~ITEM ~~Accounting~~3. ~~Policies~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Please~~As ~~refer~~a tosmaller ~~Note~~reporting ~~2 to the Company’s financial Statements for the nine months ended September 30~~company, ~~2025,~~we ~~appearing~~are ~~elsewhere~~not ~~herein, for~~required ~~a condensed discussion of our critical accounting policies and~~ to ~~the~~provide ~~Company’s Form 10-K for~~ the ~~year~~information ~~ended~~otherwise ~~December~~required ~~31,~~by ~~2024, for~~this ~~a full discussion of its critical accounting policies and procedures~~Item.

~~Item~~ITEM 34. ~~Quantitative~~CONTROLS ~~and~~AND ~~Qualitative Disclosure About Market Risk~~PROCEDURES

WeEvaluation ~~are a smaller reporting company as defined by Rule 12b-2~~ of ~~the~~Disclosure ~~Exchange~~Controls ~~Act~~ and, ~~as such, are not required to provide the information under this Item.~~Procedures

~~Item~~Our 4management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. ~~Controls~~Based on that evaluation, our principal executive officer and ~~Procedures~~principal financial officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective due to the material weaknesses described in our Annual Report on Form 10-K for the year ended December 31, 2025, which include (i) lack of segregation of duties, (ii) absence of an independent audit committee, and (iii) limited documentation of the design and operation of internal control over financial reporting. The Company is a single-employee, single-officer company with limited resources. Notwithstanding the existence of material weaknesses, management believes that the condensed financial statements included in this report fairly present, in all material respects, the financial position, results of operations and cash flows of the Company for the periods presented, in conformity with U.S. GAAP.

~~Disclosure~~Changes Controls and Procedures. As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in ~~Rules~~Internal ~~13a-15(e)~~Control ofOver ~~the~~Financial Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company’s management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.Reporting

WeThere ~~plan~~were tono ~~take~~changes ~~steps~~in ~~to enhance and improve the design of~~ our internal ~~controls~~control over financial reporting. ~~During~~during the ~~period~~quarter ~~covered~~ended ~~by this~~March ~~quarterly report on Form 10-Q~~31, we2026 that have ~~not~~materially ~~been able to remediate the material weaknesses identified above. To remediate such weaknesses~~affected, weor ~~plan~~are toreasonably ~~implement~~likely ~~the~~to ~~following~~materially ~~changes~~affect, ~~during~~ our ~~fiscal~~internal ~~year~~control ~~ending~~over December 31, 2025, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.23

~~Changes~~PART inII ~~Internal~~— ~~Control~~OTHER over Financial Reporting. Our management has evaluated whether any change in our internal control over financial reporting occurred during the last fiscal quarter. Based on that evaluation, management concluded that there has been no change in our internal control over financial reporting during the relevant period that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.INFORMATION

27ITEM 1. LEGAL PROCEEDINGS

~~PART~~From IItime -to ~~OTHER~~time, ~~INFORMATION~~we may be involved in various claims, lawsuits, and disputes arising in the ordinary course of business. As of the date of this report, the Company is not a party to any material legal proceedings.

~~Item~~ITEM 11A. ~~Legal~~RISK ~~Proceedings~~FACTORS

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 15, 2026, a debt holder converted $90,200, from the Convertible Note dated July 7, 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 March 10, 2026, a Note holder elected to convert $42,141 (representing the assigned principal of $39,841 plus additional principal of $2,300) into 247,889 shares of the Company’s common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

~~Item~~ITEM 1A4. ~~Risk~~MINE ~~Factors~~SAFETY DISCLOSURES

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

~~Item~~ITEM 5. ~~Other~~OTHER ~~Information~~INFORMATION

~~Securities Trading Plans of Directors and Executive Officers~~None.

~~Our~~ITEM sole director and officer has not adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(c) of Regulation S-K) during the three months ended September 30, 20256. EXHIBITS

~~Item 6~~31.1 Certification ~~Exhibits~~of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended.

~~(a)~~32.1 ~~Documents~~Certification ~~furnished~~of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as ~~exhibits~~adopted ~~hereto:~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit No.		Description
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (*)
32.1		Certification 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 Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in exhibit 101).

101.INS Inline XBRL Instance Document.

28101.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).

SIGNATURES

InPursuant ~~accordance~~to ~~with~~the ~~Section~~requirements ~~13 or 15(d)~~ of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	HALLMARK VENTURE GROUP, INC.
Date: November 19, 2025	By:	/s/ PAUL STRICKLAND
Date: May 28, 2026	By:	/s/ Paul Strickland
		Principal Executive Officer
		Paul Strickland
	By:	/s/ PAUL STRICKLAND
		President, Chief Executive Officer, Chief Financial Officer and Director
		Principal Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

2925

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