Hallmark Venture Group, Inc.

Overview

Hallmark Venture Group, Inc. is presented in filings primarily as a corporate entity that has undergone extensive mergers, reorganizations, and changes in control. The filings focus on corporate history, transactions, and governance changes.

Corporate history and domicile

• Incorporated in Colorado on July 14, 1995. Former names: CPC Office Systems, Inc.; Homesmart USA, Inc.; Smart Truck Systems, Inc.; Speech Phone, Inc.; Hallmark Venture Group, Inc.
• Redomiciled to Nevada on March 3, 2006; later redomiciled to Florida on March 22, 2022.
• Classified as an emerging growth company (EGC) as of 2019; ceased to qualify as an EGC at the end of fiscal year 2024.

Major transactions and restructurings

• Stonecrest Merger Agreement (2020): Purchases of Stonecrest Owner, LLC were recorded in exchange for 10,000,000 shares of common stock and 100,000 shares of Series A preferred stock; the agreement was canceled on July 12, 2021.
• Change of Control-related actions (January 11, 2024): Assignment of Series A preferred shares to Aurum by Murphy and Strickland; retention of 5% equity by Murphy and Strickland with an 18-month anti-dilution provision; related debt cancellations; issuance of a convertible promissory note to Aurum.
• January–February 2024 governance actions: Murphy and Strickland resigned as directors/officers; Steven Arenal was appointed CEO and director; subsequent notices of default and cancellations related to Arenal/Aurum agreements; a February 28, 2024 shareholders’ meeting reversed those agreements.
• Reverse stock split: A 1-for-500 reverse split was approved on March 4, 2024, filed March 7, 2024, and processed by FINRA on April 24, 2025.
• Plan of Reorganization (September 26, 2024): Execution of an Agreement and Plan of Reorganization, Change of Control Agreement, Escrow Agreement, Anti-Dilution Agreement; cancellation of certain notes and authorization of a bank account.
• Merger with Jubilee Intel, LLC (September 26, 2024): Acquisition of 100% membership interests in Jubilee Intel, LLC in exchange for 100,000 Series A Preferred Shares; Jubilee became a wholly owned subsidiary.
• Jubilee demerger and change in control (May–September 2025): On May 12, 2025, Jubilee Intel, LLC was transferred to Evan Bloomberg; Bloomberg transferred 100,000 Series A Preferred Shares to Selkirk Global Holdings, LLC (controlled by Paul Strickland). The company lost control of Jubilee effective March 31, 2025; Jubilee was treated as a discontinued operation through March 31, 2025.
• Reinstatement of related-party debts (August 7, 2025): Debts that had been cancelled in connection with the Jubilee Merger were reinstated.

Subsidiaries and operations

• Jubilee Intel, LLC: Acquired by merger in 2024, presented as a discontinued operation through March 31, 2025, and demerged in May 2025.

Property and offices

• The company does not own real property.
• Office space is provided at no charge by former director John D. Murphy, Jr., at the Las Vegas address listed in filings.

Regulatory and disclosure status

• The company is a smaller reporting company under Rule 12b-2.
• Filings include the company’s headquarters address and phone number.
• Filings reference forward-looking statements and associated risk factors.

Governance

• Corporate governance and control have changed through multiple transactions, resignations, appointments, and ownership transfers over the period described.