UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
or
For the transition period from _____________ to __________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of Principal Executive Offices with Zip Code)
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telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
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.
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).
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 ☐ |
| 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
As of September 24, 2025, there were shares of the issuer’s common stock outstanding.
TABLE OF CONTENTS
| Page No. | ||
| PART I. - FINANCIAL INFORMATION | 3 | |
| Item 1. | Financial Statements. | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Plan of Operations. | 23 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 25 |
| Item 4 | Controls and Procedures. | 26 |
| PART II - OTHER INFORMATION | 26 | |
| Item 1. | Legal Proceedings. | 26 |
| Item 1A. | Risk Factors. | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 26 |
| Item 3. | Defaults Upon Senior Securities. | 26 |
| Item 4. | Mine Safety Disclosures | 26 |
| Item 5. | Other Information. | 26 |
| Item 6. | Exhibits. | 26 |
| Signatures | 27 | |
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HALLMARK VENTURE GROUP, INC.
| 3 |
HALLMARK VENTURE GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Note receivable, net | ||||||||
| Assets from discontinued operations | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Accrued compensation | ||||||||
| Due to related parties | ||||||||
| Convertible notes payable – related party | ||||||||
| Convertible notes payable – net of debt discount of $ | ||||||||
| Accrued interest – related party | ||||||||
| Notes payable | ||||||||
| Accrued interest | ||||||||
| Derivative liability | ||||||||
| Liabilities from discontinued operations | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Series A Preferred stock, shares authorized, $ par value; and issued and outstanding, respectively | ||||||||
| Common stock, shares authorized, $ par value; and issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Stock payable | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
HALLMARK VENTURE GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||
| Gross margin | ||||||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Compensation expense | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Bad debt expense | ( | ) | ( | ) | ||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss on conversion of debt | ( | ) | ( | ) | ||||||||||||
| Change in fair value of derivative | ( | ) | ||||||||||||||
| Loss on issuance of convertible debt | ( | ) | ( | ) | ||||||||||||
| Gain on extinguishment of debt | ||||||||||||||||
| Total other income (expense) | ( | ) | ( | ) | ||||||||||||
| Net income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for income tax | ||||||||||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income (loss) from discontinued operations | ||||||||||||||||
| Net Income (Loss) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Income (Loss) per share – basic | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Income (Loss) per share –diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Weighted average shares outstanding – basic | ||||||||||||||||
| Weighted average shares outstanding diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 5 |
HALLMARK VENTURE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Unaudited)
| Series A Preferred Stock | Common Stock | Stock | Additional Paid-in | Accumulated | Total Stockholder’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | payable | Capital | Deficit | Deficit | |||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Stock issued for corporate restructuring | — | ( | ) | |||||||||||||||||||||||||||||
| Stock issued for services | — | ( | ) | |||||||||||||||||||||||||||||
| Stock issued for conversion of debt | — | |||||||||||||||||||||||||||||||
| Contributed capital | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Deconsolidate Jubilee | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| 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 | $ | $ | $ | 36,130 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
| Common stock issued for payment on settlement liability | — | — | ||||||||||||||||||||||||||||||
| Net income | — | — | — | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | 36,130 | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Net loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | 36,130 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 6 |
HALLMARK VENTURE GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss from continued operations | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Amortization of debt discount | ||||||||
| Bad debt expense | ||||||||
| Change in fair value of derivative | ( | ) | ( | ) | ||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Loss on issuance of convertible debt | ||||||||
| Loss on conversion of debt | ||||||||
| Interest expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Accrued compensation | ( | ) | ||||||
| Accrued interest | ||||||||
| Due from jubilee | ||||||||
| Accrued interest - a related party | ||||||||
| Due to a related party | ||||||||
| Net cash used by operating activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Repayments of note payable (including interest) | ( | ) | ||||||
| Proceeds from convertible note payable - related party | ||||||||
| Proceeds from convertible note payable | ||||||||
| Net cash provided by financing activities | ( | ) | ||||||
| Net change in cash | ( | ) | ||||||
| Cash beginning of period | ||||||||
| Cash end of period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| NON-CASH TRANSACTIONS: | ||||||||
| Common stock issued for payment of debt | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 7 |
HALLMARK VENTURE GROUP, INC.
Notes to Condensed Unaudited Financial Statements
June 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 6, 2008, the Company changed its name to Speech Phone, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On 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 % of the Preferred Shares it held to Endicott Holdings Group, LLC (“Endicott”).
On June 20, 2022, Endicott transferred % of the preferred shares, and 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 Series A Preferred Shares to JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., President CEO of the Company and a Member of the Board of Directors, resulting in a change of control of the Company.
On July 12, 2022, Paul Strickland, the Company’s Principal Financial Officer, became a director of the Company.
On
January 11, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and between John D.
Murphy, Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr.
(“Murphy”), and Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC, and
Beartooth Asset Holdings, LLC, both entities controlled by Paul Stirckland (“Strickland”), and Steven Arenal and Aurum
International Ltd., an entity controlled by Steven Arenal (“Aurum”) and, pursuant to which Murphy, Strickland, and their
respective control entities assigned the Series A preferred shares controlled by each to Aurum. Strickland transferred
in restricted common shares to Aurum. In exchange, Murphy and Strickland retained
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.
| 8 |
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 Company and its Board of Directors approved a
On
March 7, 2024, The Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the
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
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
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of (“US. GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission.
| 9 |
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.
Management evaluates the collectability of notes receivable in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326. This approach requires the Company to estimate expected credit losses over the contractual life of the notes, considering historical loss experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is adjusted through earnings and reflects management’s best estimate of losses expected to be incurred. When collection is no longer reasonably assured or the note is deemed uncollectible, it is written down to its estimated recoverable amount. These estimates involve significant judgment and are subject to change as conditions evolve.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Jubilee Intel, LLC, through May 12, 2025. On this date, the Company transferred its entire membership interest in Jubilee Intel, LLC, relinquished its control and as a result, Jubilee Intel, LLC ceased to be a wholly owned subsidiary and was deconsolidated. All significant intercompany transactions and balances have been eliminated in consolidation up to that date.
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 $
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.
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
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.
| 10 |
Derivative Financial Instruments
The Company evaluates whether embedded conversion features in its financial instruments meet the criteria for separate accounting under ASC 815, “Derivatives and Hedging.” If the conversion feature is not clearly and closely related to the host debt instrument and does not meet the scope exception for equity classification, it is bifurcated and accounted for as a derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the 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.
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 of equity investments, note receivables, derivative liabilities and notes payable. The Company’s note receivables were indirectly written down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of zero principally due to a decline in the stock price. These instruments are in level 3 of the fair value hierarchy.
When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of June 30, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. On June 30, 2025 and December 31, 2024 the Company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities.
| 11 |
The
following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis.
At June 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 | $ | |||||||||||
| Convertible Note, net | $ | |||||||||||
| Derivative Liability | $ | |||||||||||
At December 31, 2024
| Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||
| Assets | ||||||||||||
| Note Receivable, Net | $ | |||||||||||
| Liabilities | ||||||||||||
| Convertible Note, related party | $ | |||||||||||
| Convertible Note, net | $ | |||||||||||
| Note Payable | $ | |||||||||||
| Derivative Liability | $ | |||||||||||
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 three months ending June 30, 2025, the Company had potential dilutive shares of common stock from convertible
preferred stock, shares from convertible debt, and
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.
| 12 |
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
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 reports segment information in accordance with ASC 280, Segment Reporting, based on the manner in which the Chief Operating Decision Maker (CODM) allocates resources and assesses performance. The Company’s chief operating decision maker (“CODM”) is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the six months ending June 30, 2025 and the year ended December 31, 2024 the Company has identified two reportable operating segments:
| 1. | Administrative segment: Includes corporate functions such as finance, legal, human resources, and executive management. This segment supports the operations of the other business units and does not generate revenue. |
| 2025 | 2024 | |||||||
| General and administrative | $ | $ | ||||||
| Professional fees | ||||||||
| Payroll expenses | ||||||||
| Operating expenses total | ||||||||
| Interest expense | ||||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Bad debt | ||||||||
| Amortization of debt discount | ||||||||
| Loss on issuance of convertible | ||||||||
| Loss on conversion of debt | ||||||||
| Change in fair value of derivatives | ( | ) | ( | ) | ||||
| Other income (expense) total | ( | ) | ||||||
| Net loss from continued operations | $ | $ | ||||||
| 2. | Advertising service segment: Advertising revenue comprises activities from launching and managing Yahoo partner advertisements on the Company’s behalf and providing a SaaS platform for third parties to run such advertisements. |
| For the Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Advertising revenue | $ | $ | ||||||
| Total revenue | ||||||||
| Operating expenses: | ||||||||
| Cost of revenue | ||||||||
| General and administrative | ||||||||
| Professional fees | ||||||||
| Payroll expenses | ||||||||
| Operating expenses total | ||||||||
| Net profit from continued operations | $ | $ | ||||||
Reverse Stock Split
On
April 24, 2025,
In accordance with Staff Accounting Bulletin (“SAB”) Topic 4C and relevant U.S. GAAP guidance, the reverse stock split has been retrospectively reflected in these condensed consolidated financial statements for all periods presented in the accompanying financial statements, including the balance sheets, statements of stockholders’ equity, including all share and per-share amounts (such as earnings per share and weighted-average shares outstanding).
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.
| 13 |
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, a material allowance for credit losses was recorded for an outstanding note receivable; however, management determined that the nature of the underlying balances did not require a CECL-based assessment. Instead, the allowance was estimated using alternative methods consistent with U.S. GAAP, based on the specific characteristics of the assets.
The allowance is reassessed at each reporting period, and changes are recognized in the income statement as credit loss expense.
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.
The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2024, and 2023 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 June 30, 2025 or December 31, 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the period ended June 30, 2025 or year ended December 31, 2024.
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
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 $
During the period ended June 30, 2025 the company made up
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
| 14 |
In June 2023, the PCAOB adopted amendments to its confirmation standard, AS 2310 - The Auditor’s Use of Confirmation, which become effective for audits of fiscal years beginning on or after June 15, 2024. The updated standard enhances the auditor’s responsibilities when designing and performing confirmation procedures, especially for cash and other third-party balances. The standard emphasizes the presumption that auditors will confirm cash and receivables unless direct access to reliable third-party information is obtained. This standard is not expected to materially impact the Company’s financial statements but may impact the nature and extent of audit procedures applied to cash and note balances in future audits.
In October 2024, the PCAOB adopted a new framework under the AS 1000 series - 1000 Series – General Responsibilities of the Auditor, which consolidates and modernizes the foundational responsibilities of auditors. Key changes include enhancements to professional skepticism, documentation, and coordination of the audit engagement, particularly in relation to the use of technology-assisted audit tools. The standard is effective for audits of financial statements for fiscal years ending on or after December 15, 2024. The Company does not anticipate any material impact from this standard, but it may influence the documentation and review procedures used by the Company’s auditors.
Effective January 1, 2024, for smaller reporting companies, the Financial Accounting Standards Board issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating the requirement to separately account for beneficial conversion features. The ASU also amends guidance for derivative scope exceptions and improves disclosures for convertible instruments. The Company adopted ASU 2020-06 on January 1, 2024, using the modified retrospective approach. The adoption has no impact on company financial statements.
The Company periodically reviews 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.
NOTE 3 - GOING CONCERN
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.
As
of June 30, 2025, the Company had an accumulated deficit of $
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.
| 15 |
NOTE 4 – ACCOUNTS RECEIVABLE
As
of June 30, 2025, the Company had accounts receivables of $ compared to $
| Description | June 30, 2025 | December 31, 2024 | ||||||
| Accounts receivable beginning balance | $ | $ | ||||||
| Billings | ||||||||
| Collections | ||||||||
| Direct write offs | ||||||||
| Deconsolidated | ( | ) | ||||||
| Accounts Receivable ending balance | $ | $ | ||||||
| Allowance for doubtful accounts | ||||||||
| Accounts Receivable, net | $ | $ | ||||||
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 $
| Description | June 30, 2025 | December 31, 2024 | ||||||
| Notes receivable - current portion | $ | $ | ||||||
| Allowance for doubtful accounts | ( | ) | ||||||
| Notes receivable, net | $ | $ | ||||||
NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consist of the following:
| Description | June 30, 2025 | December 31, 2024 | ||||||
| Legal fees | $ | $ | ||||||
| Credit card | ||||||||
| Total | $ | $ | ||||||
NOTE 7 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY
On
December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $
In connection with the acquisition of Jubilee Intel, LLC in the prior year, debt obligations totaling $
As a result, the Company recognized the reinstated debt of $
As of June 30, 2025, the outstanding principal balance of the notes was $
NOTE 8 – CONVERTIBLE NOTES PAYABLE
Settlement Liability
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 $
The
agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate
of
On
March 28, 2024, Green Horseshoe, LLC assigned the Settlement Agreement, Court Order, and balance of debt of $
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 $
On
May 1, 2024, the Company issued a $
| 16 |
On
March 7, 2025, the Company issued a convertible promissory note to Nicosel, LLC for $
As
of June 30, 2025, the total amount due to Nicosel, LLC is $
As
of December 31, 2024, the total amount due to Nicosel, LLC is $
On May 15, 2025, the Company issued six convertible promissory notes to GMF Ventures with an aggregate principal
amount of $
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 June 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 $
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, $
On May 30, 2025, the Company issued a 6% Convertible Exchange Note (the “Note”) to Nicosel, LLC in the
principal amount of $
In the event of default, the Note accrues additional interest at a default rate equal to the lower of
As of June 30, 2025, the full principal balance of $
NOTE 9 – NOTES PAYABLE
On
October 9, 2024, the Company authorized the issuance of up to $
| 17 |
On
October 15, 2024, the Company issued a $
On
October 28, 2024, the Company issued a $
On
November 4, 2024, the Company issued a $
On
November 15, 2024 the Company issued a $
On
November 19, 2024 the Company issued a $
On
December 20, 2024 the Company issued a $
As
of June 30, 2025 the total principal owed was $
NOTE 10 – DERIVATIVE LIABILITY
The
Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total
derivative liability on June 30, 2025 was $
| Balance at December 31, 2023 | $ | |||
| Decrease to derivative due to repayments | ( | ) | ||
| Increase to derivative due to new issuances | ||||
| Derivative gain due to mark to market adjustment | ( | ) | ||
| Balance at December 31, 2024 | ||||
| Decrease to derivative due to repayment | ( | ) | ||
| Increase to derivative due to new issuances | ||||
| Derivative loss due to mark to market adjustment | ( | ) | ||
| Balance at June 30, 2025 | $ |
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:
| June 30, 2025 | December 31, 2024 | |||||||||||||||
| Input | Weighted Avg. | Range | Weighted Avg. | Range | ||||||||||||
| Stock price | $ | $ | $ | $ | ||||||||||||
| Exercise price (conversion price) | $ | $ | – | $ | $ | - | ||||||||||
| Risk-free interest rate | % | | % | % | % | |||||||||||
| Expected term (years) | | | ||||||||||||||
| Expected volatility | % | % | ||||||||||||||
| Dividend yield | ||||||||||||||||
| 18 |
NOTE 11 – STOCK PAYABLE
The
Company’s related party settlement liability (Note 7) included the requirement to issue shares of the Company’s
common stock in order to cover litigation and legal expenses associated with the settlement agreement. The value of the shares at the
settlement date was $ resulting in a total value of $. The Company issued shares of common stock on November 5, 2020,
at a value of $
NOTE 12 – WARRANTS
On
May 1, 2024, the Company issued a Warrant Subscription Agreement is for
The assumptions used to determine the fair value of the Warrants as follows:
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % |
On
October 9, 2024, the Company authorized the issuance of up to $
The assumptions used to determine the fair value of the Warrants as follows:
| Expected life (years) | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % |
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contract Term | Intrinsic Value | |||||||||||||
| Outstanding, December 31, 2023 | $ | — | $ | |||||||||||||
| Issued | $ | — | ||||||||||||||
| Expired | $ | — | — | |||||||||||||
| Exercised | $ | — | — | |||||||||||||
| Outstanding, December 31, 2024 | $ | $ | ||||||||||||||
| Issued | $ | — | — | |||||||||||||
| Expired | $ | — | — | |||||||||||||
| Exercised | $ | — | — | |||||||||||||
| Outstanding, June 30, 2025 | $ | $ | ||||||||||||||
| 19 |
NOTE 13 – COMMON STOCK
On May 20, 2025, the Company issued shares of common stock for legal fees associated with the settlement liability (Note 11).
On
June 2, 2025, GMF converted $
During
the six months ending June 30, 2025, Nicosel converted $
On May 16, 2025, the Company issued 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.
The shares were measured at the fair value of the common stock issued on the date of issuance and recorded to common stock and additional paid in capital.
NOTE 14 – PREFERRED STOCK
The
Company is authorized to issue shares of $ par value Series A preferred stock. The Company increased the number of authorized
shares of the Series A preferred stock from to on January 19, 2021. Each share of the Series A Preferred Stock is convertible
at the option of the holder into shares of common stock. The holder has
The Company has shares of Series A Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. At June 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.
NOTE 15 – OTHER RELATED PARTY TRANSACTIONS
| Name of Related Party | Related Relationship | |
| Evan Bloomberg | (1) | |
| John D. Murphy Jr. | ||
| Paul Strickland | ||
| Selkirk Global Holdings, LLC | ||
| Green Horseshoe, LLC | ||
| Bruce Bent | ||
| OC Sparkle Inc. |
| (1) |
Loans and Cash Advances
John
D. Murphy, Jr., has at times directly paid for various company expenses. The amount was unsecured, non-interest bearing, and due on demand.
On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for the amount due of $
Refer to Note 13 for shares issued to a related party.
NOTE 16 – INCOME TAX
For the six months ended June 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.
| 20 |
As
of June 30, 2025 and December 31, 2024, the Company had net operating loss carry forwards of approximately $
The tax computations are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Net losses (gains) before taxes | $ | ( | ) | $ | ||||
| Adjustments to arrive at taxable income/loss | ||||||||
| Permanent differences: | ||||||||
| Temporary differences: | ||||||||
| Taxable income (loss) | ( | ) | ||||||
| Current Year Taxable (loss) income | ( | ) | ||||||
| NOL carried forward prior year (tax return) | ( | ) | ( | ) | ||||
| NOL carried forward at period end | $ | ( | ) | $ | ( | ) | ||
| Deferred Tax Asset - Federal Rate ( | ( | ) | ( | ) | ||||
| Deferred Tax Asset - State Rate | ||||||||
| Total Deferred Tax Asset | ( | ) | ( | ) | ||||
| Valuation Allowance | ||||||||
| Deferred tax per books | $ | $ | ||||||
NOTE 17 – DISCONTINUED OPERATIONS AND DECONSOLIDATION
As of June 30, 2025, Jubilee is no longer a wholly-owned subsidiary of the Company and has been deconsolidated as of June 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.
Total assets and liabilities included in discontinued operations were as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Assets from Discontinued Operations: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Total assets from discontinued operations | $ | $ | ||||||
| Liabilities from Discontinued Operations: | ||||||||
| Line of credit | $ | $ | ||||||
| Total liabilities from discontinued operations | $ | $ | ||||||
Deconsolidation of Jubilee as of June 30, 2025:
| Account | ||||
| Checking Account | $ | ( | ) | |
| Money Market | ( | ) | ||
| Accounts Receivable | ( | ) | ||
| Due from/to Jubilee | ||||
| Retained Earnings | ||||
| (Gain) on Deconsolidation | $ | ( | ) | |
On the statement of operations there is no reported gain on deconsolidated for the six months June 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 18 — SUBSEQUENT EVENTS
In accordance with ASC 855-10, Subsequent Events, management evaluated subsequent events through the date the financial statements were issued. Management identified the following material subsequent events requiring disclosure in these unaudited financial statements.
On
July 8, 2025, the Company entered into a
On
July 17, 2025, the Company entered into a
On
July 8, 2021, the Company entered into a
On
July 21, 2025, John D. Murphy, Jr. retired $
On
August 5, 2025, Nicosel, LLC retired $
On
August 5, 2025, Nicosel, LLC retired $
On
August 5, 2025, Nicosel, LLC retired $
On
August 7, 2025, Paul Strickland, the Company’s sole director and officer, retired $
On
August 12, 2025, Selkirk retired $
On
August 12, 2025, Selkirk retired $
On
August 14, 2025, the Company entered into a Settlement and Release Agreement with a vendor for $
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Unless the context indicates otherwise, as used in this Quarterly Report, the terms “HLLK,” “we,” “us,” “our,” “our company” and “our business” refer, to HALLMARK VENTURE GROUP, INC., including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Cautionary Statement
The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes appearing elsewhere herein.
Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Forward-Looking Statements. We assume no obligation to update any of the forward-looking statements included herein.
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 OTC Markets Group Inc. Pink Market (“OTC Pink”) 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.
| 23 |
Results of Operations
Three Months Ended June 30, 2025 (the “2025 Period”) and 2024 (the “2024 Period”).
Revenues. During the 2025 Period, the Company generated $20,872 in revenues and incurred a cost of revenue of $2,680, resulting in a gross margin of $18,192.
During the 2024 Period, the Company generated no revenue.
Operating Expenses. During the 2025 Period, the Company incurred total operating expenses of $76,812, which were comprised of $18,207 in general and administrative expenses, $50,000 in compensation expense and $8,605 in professional fees, resulting in a loss from operations of $58,620.
During the 2024 Period, the Company incurred operating expenses of $12,844, comprised entirely of general and administrative expense, resulting in a net loss from operations of $12,844.
Other Income (Expense). During the 2025 Period, the Company incurred a total of $1,097,166 in other expense, which was comprised of $28,231 in interest expense, $55,991 in bad debt expense, $101,316 in amortization of debt discount, $469,164 in loss on conversion of debt and $442,464 in loss on issuance of convertible debt, which was offset by a gain of $1,366,421 in change in fair value of derivative, resulting in other income for the 2025 Period of $269,255.
During the 2024 Period, the Company incurred a total of $116,318 in other expense, which was comprised of $8,001 in interest expense, $3,276 in amortization of debt discount and $105,041 in change in fair value of derivative, which was offset by $3,630 in other income, comprised solely of gain on extinguishment of debt, resulting in other expense for the 2024 Period of $112,688.
Net Income (Loss). For the 2025 Period, the Company reported a net gain of $637,595, which is due primarily to expense for loss on issuance of convertible notes and loss on conversion of debt, which was offset by other income in the form of change in fair value of derivative of $1,366,421. For the 2024 Period, the Company incurred a net loss of $125,532, $105,041 of which is attributable to other expense in the form of change in fair value of derivative. This period-to-period fluctuation in change in fair value of derivative can be expected for the foreseeable future.
Six Months Ended June 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 $18,192.
During Interim 2024, the Company generated no revenue.
Operating Expenses. During Interim 2025, the Company incurred total operating expenses of $134,822, which were comprised of $57,924 in general and administrative expenses, $50,000 in compensation expense and $26,898 in professional fees, resulting in a loss from operations of $166,630.
During Interim 2024, the Company incurred operating expenses of $31,610, comprised entirely of general and administrative expenses, resulting in a net loss from operations of $31,610.
Other Income (Expense). During Interim 2025, the Company incurred a total of $1,325,244 in other expense, which was comprised of $125,983 in interest expense, $161,317 in bad debt expense, $126,316 in amortization of debt discount, $469,164 in loss on conversion of debt and $442,464 in loss on issuance of convertible debt, which was offset by a gain of $1,350,542 in change in fair value of derivative, resulting in other income for Interim 2025 of $25,298.
During Interim 2024, the Company incurred a total of $144,153 in other expense, which was comprised of $14,865 in interest expense and $129,288 in amortization of debt discount, which was offset by $68,236 in other income, which was comprised of $64,606 in change in fair value of derivative and $3,630 in gain on extinguishment of debt, resulting in other expense for Interim 2024 of $75,917.
Net Income (Loss). For Interim 2025, the Company incurred a net loss of $91,332. For Interim 2024, the Company incurred a net loss of $107,527.
| 24 |
Cash Flows
The following table summarizes our cash flows for the six months ended June 30, 2025 and 2024.
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||
| Cash Provided by Operating Activities | $ | 34,293 | $ | (31,610 | ) | |||
| Cash Provided (Used) by Investing Activities | - | - | ||||||
| Cash (Used) Provided by Financing Activities | $ | (36,146 | ) | $ | 31,610 | |||
Cash Used by Operating Activities. During the six months ended June 30, 2025, cash provided by operating activities was $34,293. In comparison, during the six months ended June 30, 2024, cash used by operating activities was $31,610.
Cash Provided by Financing Activities. During the six months ended June 30, 2025, cash used by financing activities was $36,146. This provision of cash consisted of $282,187 in proceeds from convertible note payable (third party) and repayments of $318,333 on notes payable. In comparison, during the six months ended June 30, 2023, cash provided by financing activities was $31,610, which included $29,485 in proceeds from convertible note payable (third party) and $2,125 in proceeds from convertible note (related party).
Liquidity and Capital Resources
As of June 30, 2025, the Company had $1,776 in cash and $656,938 in current liabilities, resulting in a working capital deficit of $655,162. The Company’s capital position can be expected to deteriorate, until such time as it begins to generate significant revenues from future operations or until such time as it acquires a private company with ongoing operations. There is no assurance that either of such circumstances will occur.
Going Concern
The Company is currently a “shell company,” that is, the Company has nominal assets and nominal operations and seeks to acquire a private company with ongoing operations.
The Company’s financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. During the six months ended June 30, 2025, the Company incurred a net loss of $91,332 and on June 30, 2025, had stockholders’ deficit of $655,162.
The foregoing factors, 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.
Management is actively seeking additional sources of capital through the sale of equity, including in this offering, advances from related parties, and exploring strategic partnerships. The Company is also focused on attracting suitable investors to support its business plan without relying heavily on existing cash reserves. Additionally, management is implementing cost-saving measures and exploring opportunities to diversify through acquisitions or entering into new markets. However, there can be no assurance that these efforts will result in sufficient funding, and the Company may continue to face substantial uncertainty regarding its ability to achieve profitable operations and sustain its business.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements with any party.
Critical Accounting Policies
Please refer to Note 2 to the Company’s financial Statements for the six months ended June 30, 2025, appearing elsewhere herein, for a condensed discussion of our critical accounting policies and to the Company’s Form 10-K for the year ended December 31, 2024, for a full discussion of its critical accounting policies and procedures.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
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.
| 25 |
Item 4. Controls and Procedures
Disclosure 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 13a-15(e) of the 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.
We plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending 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.
Changes in Internal Control 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
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 5. Other Information
Securities Trading Plans of Directors and Executive Officers
Our
sole director and officer has not
Item 6. Exhibits
(a) Documents furnished as exhibits hereto:
| 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). |
| 26 |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| HALLMARK VENTURE GROUP, INC. | ||
| Date: September 24, 2025 | By: | /s/ PAUL STRICKLAND |
| Principal Executive Officer | ||
| By: | /s/ PAUL STRICKLAND | |
| Principal Financial Officer | ||
| 27 |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Strickland, certify that:
1. I have reviewed this Form 10-Q for the period ended June 30, 2025, of Hallmark Venture Group, Inc.:
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s other certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. As the registrant’s other certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: September 24, 2025
| /s/ PAUL STRICKLAND | |
| Paul Strickland | |
| Secretary (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Paul Strickland, certify that:
1. I have reviewed this Form 10-Q for the period ended June 30, 2025, of Hallmark Venture Group, Inc.:
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. As the registrant’s other certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. As the registrant’s other certifying officer I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: September 24, 2025
| /s/ Paul Strickland | |
| Secretary (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002
In connection with the Quarterly Report of Hallmark Venture Group, Inc. on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Strickland, Principal Executive Officers of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1) | The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
Dated: September 24, 2025
| By: | /s/ Paul Strickland | |
| Paul Strickland | ||
| Secretary | ||
| (Principal Executive Officer) |
In connection with the Quarterly Report of Hallmark Venture Group, Inc. on Form 10-Q for the period ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Strickland, Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1) | The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| 2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. |
Dated: September 24, 2025
| By: | /s/ Paul Strickland | |
| Paul Strickland | ||
| Secretary | ||
| (Principal Financial Officer) |
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Debt discount | $ 90,339 | $ 33,333 |
| Common stock, shares authorized | 2,499,900,000 | 2,499,900,000 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares issued | 59,009,113 | 1,049,794 |
| Common stock, shares outstanding | 59,009,113 | 1,049,794 |
| Series A Preferred Stock [Member] | ||
| Preferred stock, shares authorized | 200,000 | 200,000 |
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares issued | 100,000 | 100,000 |
| Preferred stock, shares outstanding | 100,000 | 100,000 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2025 |
Jun. 30, 2024 |
Jun. 30, 2025 |
Jun. 30, 2024 |
|
| Income Statement [Abstract] | ||||
| Revenue | $ 20,872 | $ 20,872 | ||
| Cost of revenue | (2,680) | (2,680) | ||
| Gross margin | 18,192 | 18,192 | ||
| Expenses: | ||||
| General and administrative | 18,207 | 12,844 | 57,924 | 31,610 |
| Compensation expense | 50,000 | 50,000 | ||
| Professional fees | 8,605 | 26,898 | ||
| Total operating expenses | 76,812 | 12,844 | 134,822 | 31,610 |
| Loss from operations | (58,620) | (12,844) | (116,630) | (31,610) |
| Other income (expense): | ||||
| Interest expense | (28,231) | (8,001) | (125,983) | (14,865) |
| Bad debt expense | (55,991) | (161,317) | ||
| Amortization of debt discount | (101,316) | (3,276) | (126,316) | (129,288) |
| Loss on conversion of debt | (469,164) | (469,164) | ||
| Change in fair value of derivative | 1,366,421 | (105,041) | 1,350,542 | 64,606 |
| Loss on issuance of convertible debt | (442,464) | (442,464) | ||
| Gain on extinguishment of debt | 3,630 | 3,630 | ||
| Total other income (expense) | 269,255 | (112,688) | 25,298 | (75,917) |
| Net income (loss) before income taxes | 210,635 | (125,532) | (91,332) | (107,527) |
| Provision for income tax | ||||
| Net income (loss) from continuing operations | 210,635 | (125,532) | (91,332) | (107,527) |
| Net income (loss) from discontinued operations | 426,960 | |||
| Net Income (Loss) | $ 637,595 | $ (125,532) | $ (91,332) | $ (107,527) |
| Income (Loss) per share – basic | $ 0.02 | $ (0.00) | $ (0.01) | $ (0.00) |
| Income (Loss) per share –diluted | $ 0.00 | $ (0.00) | $ (0.01) | $ (0.00) |
| Weighted average shares outstanding – basic | 28,213,822 | 1,244,371 | 14,706,846 | 1,243,715 |
| Weighted average shares outstanding diluted | 119,682,844 | 1,244,371 | 14,706,846 | 1,243,715 |
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) |
Preferred Stock [Member]
Series A Preferred Stock [Member]
|
Common Stock [Member] |
Stock Payable [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
|---|---|---|---|---|---|---|
| Balance at Dec. 31, 2023 | $ 100 | $ 1,224 | $ 2,398,759 | $ (3,250,161) | $ (813,948) | |
| Balance, shares at Dec. 31, 2023 | 100,000 | 1,224,360 | ||||
| Net income (loss) | 18,005 | 18,005 | ||||
| Common stock issued for payment on settlement liability | $ 20 | 4,983 | 5,003 | |||
| Balance, shares | 20,011 | |||||
| Balance at Mar. 31, 2024 | $ 100 | $ 1,244 | 2,403,742 | (3,232,156) | (790,940) | |
| Balance, shares at Mar. 31, 2024 | 100,000 | 1,244,371 | ||||
| Balance at Dec. 31, 2023 | $ 100 | $ 1,224 | 2,398,759 | (3,250,161) | (813,948) | |
| Balance, shares at Dec. 31, 2023 | 100,000 | 1,224,360 | ||||
| Net income (loss) | (107,527) | |||||
| Balance at Jun. 30, 2024 | $ 100 | $ 1,244 | 2,403,742 | (3,357,688) | (916,472) | |
| Balance, shares at Jun. 30, 2024 | 100,000 | 1,244,371 | ||||
| Balance at Mar. 31, 2024 | $ 100 | $ 1,244 | 2,403,742 | (3,232,156) | (790,940) | |
| Balance, shares at Mar. 31, 2024 | 100,000 | 1,244,371 | ||||
| Net income (loss) | (125,532) | (125,532) | ||||
| Balance at Jun. 30, 2024 | $ 100 | $ 1,244 | 2,403,742 | (3,357,688) | (916,472) | |
| Balance, shares at Jun. 30, 2024 | 100,000 | 1,244,371 | ||||
| Balance at Dec. 31, 2024 | $ 100 | $ 1,048 | 36,130 | 2,501,362 | (3,096,015) | (557,375) |
| Balance, shares at Dec. 31, 2024 | 100,000 | 1,049,794 | ||||
| Net income (loss) | (728,927) | (728,927) | ||||
| Balance at Mar. 31, 2025 | $ 100 | $ 1,048 | 36,130 | 2,501,362 | (3,824,942) | (1,286,302) |
| Balance, shares at Mar. 31, 2025 | 100,000 | 1,049,794 | ||||
| Balance at Dec. 31, 2024 | $ 100 | $ 1,048 | 36,130 | 2,501,362 | (3,096,015) | (557,375) |
| Balance, shares at Dec. 31, 2024 | 100,000 | 1,049,794 | ||||
| Stock issued for services, shares | 144,007 | |||||
| Stock issued for conversion of debt, shares | 7,815,312 | |||||
| Net income (loss) | (91,332) | |||||
| Balance at Jun. 30, 2025 | $ 100 | $ 59,009 | 20,289 | 2,831,280 | (3,565,840) | (655,162) |
| Balance, shares at Jun. 30, 2025 | 100,000 | 59,009,113 | ||||
| Balance at Mar. 31, 2025 | $ 100 | $ 1,048 | 36,130 | 2,501,362 | (3,824,942) | (1,286,302) |
| Balance, shares at Mar. 31, 2025 | 100,000 | 1,049,794 | ||||
| Stock issued for services | $ 144 | (15,841) | 15,697 | |||
| Stock issued for conversion of debt | 7,817 | 461,644 | 469,461 | |||
| Contributed capital | (97,423) | (97,423) | ||||
| Deconsolidate Jubilee | (378,493) | (378,493) | ||||
| Net income (loss) | 637,595 | 637,595 | ||||
| Stock issued for corporate restructuring | $ 50,000 | (50,000) | ||||
| Stock issued for corporate restructuring, shares | 50,000,000 | |||||
| Balance at Jun. 30, 2025 | $ 100 | $ 59,009 | $ 20,289 | $ 2,831,280 | $ (3,565,840) | $ (655,162) |
| Balance, shares at Jun. 30, 2025 | 100,000 | 59,009,113 |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2025 |
Mar. 31, 2025 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2025 |
Jun. 30, 2024 |
|
| Pay vs Performance Disclosure [Table] | ||||||
| Net Income (Loss) | $ 637,595 | $ (728,927) | $ (125,532) | $ 18,005 | $ (91,332) | $ (107,527) |
Insider Trading Arrangements |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
ORGANIZATION AND OPERATIONS |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND OPERATIONS | 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 6, 2008, the Company changed its name to Speech Phone, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems, Inc. On 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 % of the Preferred Shares it held to Endicott Holdings Group, LLC (“Endicott”).
On June 20, 2022, Endicott transferred % of the preferred shares, and 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 Series A Preferred Shares to JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., President CEO of the Company and a Member of the Board of Directors, resulting in a change of control of the Company.
On July 12, 2022, Paul Strickland, the Company’s Principal Financial Officer, became a director of the Company.
On January 11, 2024, the Company entered into a Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy, Jr., the Company’s Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“Murphy”), and Paul Strickland, the Company’s Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, both entities controlled by Paul Stirckland (“Strickland”), and Steven Arenal and Aurum International Ltd., an entity controlled by Steven Arenal (“Aurum”) and, pursuant to which Murphy, Strickland, and their respective control entities assigned the Series A preferred shares controlled by each to Aurum. Strickland transferred 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 is subject to the provisions of the Escrow Agreement between the Parties. The Company officially moved its place of business to 626 Wilshire Blvd., Suite 410, Los Angeles, California 90017.
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 Company and its Board of Directors approved a 1:500 reverse split of the Company’s common stock.
On March 7, 2024, The Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the 1:500 reverse split of the Company’s common stock. The reverse split was approved by FINRA effective April 24, 2025.
On September 26, 2024, the Company and its Board of Directors approved the following; i) Agreement and Plan of Reorganization; ii) Change of Control Agreement; iii) Escrow Agreement, iv) Anti-Dilution Agreement; v) Cancellation of the October 6, 2022 Selkirk Global Holdings, LLC Note; vi) Cancellation of the April 6, 2023 Selkirk Global Holdings, LLC Note, vii) Cancellation of the December 12, 2023 Strickland Convertible Exchange Note; viii); and the Company authorized its Secretary to open a bank account in the name of the Company.
On September 26, 2024, the Company and Jubilee Intel, LLC (“Jubilee”) entered into an Agreement and Plan of Reorganization (the “Merger”) whereby the Company acquired 100% membership interests in and to Jubilee in exchange for shares of 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 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 deconsolidated (see Note 17) which occurred on May 12, 2025 and was deconsolidated from the Company’s financial statements as of June 30, 2025.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of (“US. GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission.
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.
Management evaluates the collectability of notes receivable in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326. This approach requires the Company to estimate expected credit losses over the contractual life of the notes, considering historical loss experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is adjusted through earnings and reflects management’s best estimate of losses expected to be incurred. When collection is no longer reasonably assured or the note is deemed uncollectible, it is written down to its estimated recoverable amount. These estimates involve significant judgment and are subject to change as conditions evolve.
Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Jubilee Intel, LLC, through May 12, 2025. On this date, the Company transferred its entire membership interest in Jubilee Intel, LLC, relinquished its control and as a result, Jubilee Intel, LLC ceased to be a wholly owned subsidiary and was deconsolidated. All significant intercompany transactions and balances have been eliminated in consolidation up to that date.
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 $1,776 and $3,629 as of June 30, 2025 and December 31, 2024, respectively.
Reclassifications
Certain reclassifications have been made to prior periods to conform with current reporting. These reclassifications did not affect net income, total assets, liabilities or equity reported.
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
Related Party Transactions
Under ASC 850 “Related Party Transactions” an entity or person is considered to be a “related party” if it has control, significant influence or is a key member of management personnel or affiliate. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. The Company, in accordance with ASC 850 presents disclosures about related party transactions and outstanding balances with related parties.
Derivative Financial Instruments
The Company evaluates whether embedded conversion features in its financial instruments meet the criteria for separate accounting under ASC 815, “Derivatives and Hedging.” If the conversion feature is not clearly and closely related to the host debt instrument and does not meet the scope exception for equity classification, it is bifurcated and accounted for as a derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the 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.
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:
The Company’s financial instruments consist of equity investments, note receivables, derivative liabilities and notes payable. The Company’s note receivables were indirectly written down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of zero principally due to a decline in the stock price. These instruments are in level 3 of the fair value hierarchy.
When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of June 30, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. On June 30, 2025 and December 31, 2024 the Company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities.
The
following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis.
At June 30, 2025
At December 31, 2024
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 three months ending June 30, 2025, the Company had potential dilutive shares of common stock from convertible preferred stock, shares from convertible debt, and 211 shares from warrants. For all other periods 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 reports segment information in accordance with ASC 280, Segment Reporting, based on the manner in which the Chief Operating Decision Maker (CODM) allocates resources and assesses performance. The Company’s chief operating decision maker (“CODM”) is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the six months ending June 30, 2025 and the year ended December 31, 2024 the Company has identified two reportable operating segments:
Reverse Stock Split
On April 24, 2025, the Company effected a 1-for-500 reverse stock split of its issued and outstanding common stock. (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 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 U.S. GAAP guidance, the reverse stock split has been retrospectively reflected in these condensed consolidated financial statements for all periods presented in the accompanying financial statements, including the balance sheets, statements of stockholders’ equity, including all share and per-share amounts (such as earnings per share and weighted-average shares outstanding).
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, a material allowance for credit losses was recorded for an outstanding note receivable; however, management determined that the nature of the underlying balances did not require a CECL-based assessment. Instead, the allowance was estimated using alternative methods consistent with U.S. GAAP, based on the specific characteristics of the assets.
The allowance is reassessed at each reporting period, and changes are recognized in the income statement as credit loss expense.
Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.
The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2024, and 2023 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 June 30, 2025 or December 31, 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the period ended June 30, 2025 or year ended December 31, 2024.
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
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 June 30, 2025 and on December 31, 2024, no cash balances were in excess of federally insured limits.
During the period ended June 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 June 30, 2024, the Company generated no revenues and therefore had no significant customers.
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
In June 2023, the PCAOB adopted amendments to its confirmation standard, AS 2310 - The Auditor’s Use of Confirmation, which become effective for audits of fiscal years beginning on or after June 15, 2024. The updated standard enhances the auditor’s responsibilities when designing and performing confirmation procedures, especially for cash and other third-party balances. The standard emphasizes the presumption that auditors will confirm cash and receivables unless direct access to reliable third-party information is obtained. This standard is not expected to materially impact the Company’s financial statements but may impact the nature and extent of audit procedures applied to cash and note balances in future audits.
In October 2024, the PCAOB adopted a new framework under the AS 1000 series - 1000 Series – General Responsibilities of the Auditor, which consolidates and modernizes the foundational responsibilities of auditors. Key changes include enhancements to professional skepticism, documentation, and coordination of the audit engagement, particularly in relation to the use of technology-assisted audit tools. The standard is effective for audits of financial statements for fiscal years ending on or after December 15, 2024. The Company does not anticipate any material impact from this standard, but it may influence the documentation and review procedures used by the Company’s auditors.
Effective January 1, 2024, for smaller reporting companies, the Financial Accounting Standards Board issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating the requirement to separately account for beneficial conversion features. The ASU also amends guidance for derivative scope exceptions and improves disclosures for convertible instruments. The Company adopted ASU 2020-06 on January 1, 2024, using the modified retrospective approach. The adoption has no impact on company financial statements.
The Company periodically reviews 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.
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GOING CONCERN |
6 Months Ended |
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Jun. 30, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 3 - GOING CONCERN
The Company’s financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.
As of June 30, 2025, the Company had an accumulated deficit of $3,565,840. Net loss and net cash flows provided in operating activities for the quarter ended June 30, 2025 was $91,332 and $34,293, respectively. The cash balance held as of June 30, 2025 is $1,776. 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.
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ACCOUNTS RECEIVABLE |
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| Credit Loss [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE
As
of June 30, 2025, the Company had accounts receivables of $ compared to $555,195 as of December 31, 2024. Receivables as of December
31, 2024 consisted of revenues generated through Jubilee. As of June 30, 2025, Jubilee is no longer a wholly-owned subsidiary of the
Company and has been deconsolidated as of June 30, 2025.
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NOTE RECEIVABLE |
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Note Receivable | |||||||||||||||||||||||||||||||||||||
| NOTE RECEIVABLE | 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 June 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 $105,326 and $109,294 of bad debt expense for the six months ended June 30, 2025, respectively.
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
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| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||
| ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consist of the following:
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CONVERTIBLE NOTE PAYABLE – RELATED PARTY |
6 Months Ended |
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Jun. 30, 2025 | |
| Debt Disclosure [Abstract] | |
| CONVERTIBLE NOTE PAYABLE – RELATED PARTY | NOTE 7 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY
On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for $144,501. The Note is unsecured, non-interest bearing, and matures on December 4, 2024. The note is convertible into shares of common stock at a 50% discount to the lowest trading price for the twenty-five days prior to conversion. On March 8, 2024, the Company repaid $70,000 of the loan. As of June 30, 2025 and December 31, 2024, the balance of the note is $74,501 and $74,501, respectively.
In connection with the acquisition of Jubilee Intel, LLC in the prior year, debt obligations totaling $97,424, including accrued interest, owed to Selkirk Global Holdings, LLC (“Selkirk”) under notes dated October 6, 2022, and April 6, 2023, were canceled 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 canceled debt was reinstated.
As a result, the Company recognized the reinstated debt of $97,424, including accrued interest, as a liability on its balance sheet as of June 30, 2025. Additional interest expense of $8,509 was accrued through June 30, 2025, in accordance with the original note terms, which bear interest at 10% per annum, and is included in interest expense in the condensed statement of operations.
As of June 30, 2025, the outstanding principal balance of the notes was $78,956, and accrued interest totaled $26,977.
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CONVERTIBLE NOTES PAYABLE |
6 Months Ended |
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Jun. 30, 2025 | |
| Convertible Notes Payable | |
| CONVERTIBLE NOTES PAYABLE | NOTE 8 – CONVERTIBLE NOTES PAYABLE
Settlement Liability
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 amount of the settlement of $581,876. The settlement amount is non-interest bearing.
The agreement calls for the Company’s transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate of 50% of the average closing price of the Company’s shares for the 10 prior trading days prior to any issuance notice issued by Green Horseshoe, LLC. The Company 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.
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 six months ended June 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 six months ended June 30, 2025.
As of June 30, 2025, the total amount due to Nicosel, LLC is $254,469 and $1,149 of principal and interest, respectively. The convertible note balance reported on June 30, 2025 is $164,130, net of debt discount of $90,339.
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.
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 June 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 June 30, 2025. Accrued interest on the remaining balance totaled $619 as of June 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.
In the event of default, the Note accrues additional interest at a default rate equal to the lower of 12% per annum or the maximum rate permitted by law.
As of June 30, 2025, the full principal balance of $103,986 remained outstanding, and accrued interest totaled $530.
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NOTES PAYABLE |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Debt Disclosure [Abstract] | |
| NOTES PAYABLE | 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 June 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 June 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 June 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 June 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 05/14/2025. 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 June 30, 2025 along with interest.
As of June 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.
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DERIVATIVE LIABILITY |
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| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| DERIVATIVE LIABILITY | NOTE 10 – DERIVATIVE LIABILITY
The Company has various convertible notes outstanding that require derivative liability considerations for its conversion features. Total derivative liability on June 30, 2025 was $262,670 and on December 31, 2024 was $510,154 which was principally related to convertible notes.
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:
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STOCK PAYABLE |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Stock Payable | |
| STOCK PAYABLE | NOTE 11 – STOCK PAYABLE
The Company’s related party settlement liability (Note 7) included the requirement to issue shares of the Company’s common stock in order to cover litigation and legal expenses associated with the settlement agreement. The value of the shares at the settlement date was $ resulting in a total value of $. The Company issued shares of common stock on November 5, 2020, at a value of $13,870. The Company issued 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 June 30, 2025 and December 31, 2024, respectively.
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WARRANTS |
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| WARRANTS | NOTE 12 – WARRANTS
On May 1, 2024, the Company issued a Warrant Subscription Agreement is for 200 warrants (post-split), exercisable within one year of the execution date of the agreement at a price of $500 (post-split).
The assumptions used to determine the fair value of the Warrants as follows:
On October 9, 2024, the Company authorized the issuance of up to $500,000 in non-convertible promissory notes. Purchasers of the notes were issued 11 warrants to purchase common stock. The warrants shall be exercisable at a price of $1,000 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:
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COMMON STOCK |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Equity [Abstract] | |
| COMMON STOCK | NOTE 13 – COMMON STOCK
On May 20, 2025, the Company issued 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 shares of common stock (see Note 9).
During the six months ending June 30, 2025, Nicosel converted $226,316 and $10,937 of principal and interest, respectively, into shares of common stock; however, Nicosel LLC entered into separate agreements to sell or transfer its shares in the Company to other unrelated parties.
On May 16, 2025, the Company issued 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.
The shares were measured at the fair value of the common stock issued on the date of issuance and recorded to common stock and additional paid in capital.
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PREFERRED STOCK |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Equity [Abstract] | |
| PREFERRED STOCK | NOTE 14 – PREFERRED STOCK
The Company is authorized to issue shares of $ par value Series A preferred stock. The Company increased the number of authorized shares of the Series A preferred stock from to on January 19, 2021. Each share of the Series A Preferred Stock is convertible at the option of the holder into shares of common stock. The holder has voting rights of 100,000 votes for each share of preferred stock held and shall be paid twice the amount of dividends issued by the Company to common shareholders on a pro rata basis with the number of preferred shares held.
The Company has shares of Series A Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively. At June 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.
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OTHER RELATED PARTY TRANSACTIONS |
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| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||
| OTHER RELATED PARTY TRANSACTIONS | NOTE 15 – OTHER RELATED PARTY TRANSACTIONS
Loans and Cash Advances
John D. Murphy, Jr., has at times directly paid for various company expenses. The amount was unsecured, non-interest bearing, and due on demand. On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for the amount due of $144,501. During the six months ended June 30, 2025, $74,501 of the note was assigned to Alpha Strategies and then assigned to Nicosel, LLC.
Refer to Note 13 for shares issued to a related party.
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INCOME TAX |
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| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX | NOTE 16 – INCOME TAX
For the six months ended June 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 June 30, 2025 and December 31, 2024, the Company had net operating loss carry forwards of approximately $8,687,000 and $3,096,000, 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:
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DISCONTINUED OPERATIONS AND DECONSOLIDATION |
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| DISCONTINUED OPERATIONS AND DECONSOLIDATION | NOTE 17 – DISCONTINUED OPERATIONS AND DECONSOLIDATION
As of June 30, 2025, Jubilee is no longer a wholly-owned subsidiary of the Company and has been deconsolidated as of June 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.
Total assets and liabilities included in discontinued operations were as follows:
Deconsolidation of Jubilee as of June 30, 2025:
On the statement of operations there is no reported gain on deconsolidated for the six months June 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.
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SUBSEQUENT EVENTS |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 18 — SUBSEQUENT EVENTS
In accordance with ASC 855-10, Subsequent Events, management evaluated subsequent events through the date the financial statements were issued. Management identified the following material subsequent events requiring disclosure in these unaudited financial statements.
On July 8, 2025, the Company entered into a 1 year, 6% $50,000 convertible note with Nicosel, LLC. 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 July 17, 2025, the Company entered into a 1 year, 6% $50,000 convertible note with Selkirk Global Holdings, LLC.
On July 8, 2021, 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 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 shares of common stock pursuant to the terms of the December 5, 2023 note.
On August 5, 2025, Nicosel, LLC retired $103,986 of debt by converting into shares of common stock pursuant to the terms of the May 30, 2025 note.
On August 5, 2025, Nicosel, LLC retired $3,684 of debt by converting into shares of common stock pursuant to the terms of the May 14, 2025 note.
On August 5, 2025, Nicosel, LLC retired $146,799 of debt by converting into shares of common stock pursuant to the terms of the November 30, 2020 3a10 stipulated settlement.
On August 7, 2025, Paul Strickland, the Company’s sole director and officer, retired $7,119 of debt by converting into 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 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 shares of common stock pursuant to the terms of the June 5, 2023 note.
On August 14, 2025, the Company entered into a Settlement and Release Agreement with a vendor for $5,481. The amount was paid by Selkirk and added to the July 17, 2025 note payable. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation | Basis of Presentation
The accompanying unaudited condensed interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States if America of (“US. GAAP”) as found in the Accounting Standards Codification (“ASC”), and the Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”) and are expressed in US Dollars. The unaudited condensed interim consolidated financial statements should be read in conjunction with the notes contained herein as part of the Company’s Quarterly Report in its Form 10-Q filing under the Securities Exchange Commission.
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| Use of Estimates | 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.
Management evaluates the collectability of notes receivable in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326. This approach requires the Company to estimate expected credit losses over the contractual life of the notes, considering historical loss experience, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is adjusted through earnings and reflects management’s best estimate of losses expected to be incurred. When collection is no longer reasonably assured or the note is deemed uncollectible, it is written down to its estimated recoverable amount. These estimates involve significant judgment and are subject to change as conditions evolve.
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| Principles of Consolidation | Principles of Consolidation
The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Jubilee Intel, LLC, through May 12, 2025. On this date, the Company transferred its entire membership interest in Jubilee Intel, LLC, relinquished its control and as a result, Jubilee Intel, LLC ceased to be a wholly owned subsidiary and was deconsolidated. All significant intercompany transactions and balances have been eliminated in consolidation up to that date.
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| Cash and Cash Equivalents | 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 $1,776 and $3,629 as of June 30, 2025 and December 31, 2024, respectively.
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| Reclassifications | 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.
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| Stock-based Compensation |
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.
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| Related Party Transactions | 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.
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| Derivative Financial Instruments | Derivative Financial Instruments
The Company evaluates whether embedded conversion features in its financial instruments meet the criteria for separate accounting under ASC 815, “Derivatives and Hedging.” If the conversion feature is not clearly and closely related to the host debt instrument and does not meet the scope exception for equity classification, it is bifurcated and accounted for as a derivative liability. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the 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.
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| Fair Value of Financial Instruments | 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:
The Company’s financial instruments consist of equity investments, note receivables, derivative liabilities and notes payable. The Company’s note receivables were indirectly written down to zero due to potential non-collections. The Company’s derivative liabilities have a fair value of zero principally due to a decline in the stock price. These instruments are in level 3 of the fair value hierarchy.
When determining fair value, whenever possible, the Company uses observable market data, and relies on unobservable inputs only when observable market data is not available. As of June 30, 2025 and December 31, 2024, the Company did not have any level 1 or 2 financial instruments. On June 30, 2025 and December 31, 2024 the Company’s level 3 financial instruments were derivative liabilities for warrants issued and outstanding that were not indexed to the Company’s stock, notes payable and notes receivable valued at their present values and equity investments in other entities.
The
following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis.
At June 30, 2025
At December 31, 2024
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| 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 three months ending June 30, 2025, the Company had potential dilutive shares of common stock from convertible preferred stock, shares from convertible debt, and 211 shares from warrants. For all other periods the effect of any potentially dilutive shares is anti-dilutive and they have been excluded from dilutive EPS.
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| Revenue Recognition | 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.
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| Accounts Receivable | 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.
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| Discontinued Operations | 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.
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| Segment Reporting | Segment Reporting
The Company reports segment information in accordance with ASC 280, Segment Reporting, based on the manner in which the Chief Operating Decision Maker (CODM) allocates resources and assesses performance. The Company’s chief operating decision maker (“CODM”) is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the six months ending June 30, 2025 and the year ended December 31, 2024 the Company has identified two reportable operating segments:
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| Reverse Stock Split | Reverse Stock Split
On April 24, 2025, the Company effected a 1-for-500 reverse stock split of its issued and outstanding common stock. (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 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 U.S. GAAP guidance, the reverse stock split has been retrospectively reflected in these condensed consolidated financial statements for all periods presented in the accompanying financial statements, including the balance sheets, statements of stockholders’ equity, including all share and per-share amounts (such as earnings per share and weighted-average shares outstanding).
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.
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| Allowance for Credit Losses | 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, a material allowance for credit losses was recorded for an outstanding note receivable; however, management determined that the nature of the underlying balances did not require a CECL-based assessment. Instead, the allowance was estimated using alternative methods consistent with U.S. GAAP, based on the specific characteristics of the assets.
The allowance is reassessed at each reporting period, and changes are recognized in the income statement as credit loss expense.
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| Income taxes | Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
FASB Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. ASC 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits of the position. Income tax positions must meet a more-likely-than-not recognition threshold to be recognized. ASC 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have determined that the Company does not have uncertain tax positions on its tax returns for the years 2024, and prior. Based on the evaluation of the 2025 transactions and events, the Company does not believe it has any material uncertain tax positions that require measurement.
The IRS requires all domestic corporations in existence for any part of the tax year to file an income tax return whether or not they have taxable income. The Company incurred a loss for the fiscal years ended December 31, 2024, and 2023 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 June 30, 2025 or December 31, 2024, and have not recognized interest and/or penalties in the consolidated statement of operations for the period ended June 30, 2025 or year ended December 31, 2024.
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
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| Concentration And Credit Risk | 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 June 30, 2025 and on December 31, 2024, no cash balances were in excess of federally insured limits.
During the period ended June 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 June 30, 2024, the Company generated no revenues and therefore had no significant customers.
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| Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The Company adopted this ASU, effective for the year ended December 31, 2024. The adoption had no impact on the Company’s financial statements.
In June 2023, the PCAOB adopted amendments to its confirmation standard, AS 2310 - The Auditor’s Use of Confirmation, which become effective for audits of fiscal years beginning on or after June 15, 2024. The updated standard enhances the auditor’s responsibilities when designing and performing confirmation procedures, especially for cash and other third-party balances. The standard emphasizes the presumption that auditors will confirm cash and receivables unless direct access to reliable third-party information is obtained. This standard is not expected to materially impact the Company’s financial statements but may impact the nature and extent of audit procedures applied to cash and note balances in future audits.
In October 2024, the PCAOB adopted a new framework under the AS 1000 series - 1000 Series – General Responsibilities of the Auditor, which consolidates and modernizes the foundational responsibilities of auditors. Key changes include enhancements to professional skepticism, documentation, and coordination of the audit engagement, particularly in relation to the use of technology-assisted audit tools. The standard is effective for audits of financial statements for fiscal years ending on or after December 15, 2024. The Company does not anticipate any material impact from this standard, but it may influence the documentation and review procedures used by the Company’s auditors.
Effective January 1, 2024, for smaller reporting companies, the Financial Accounting Standards Board issued ASU 2020-06 Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating the requirement to separately account for beneficial conversion features. The ASU also amends guidance for derivative scope exceptions and improves disclosures for convertible instruments. The Company adopted ASU 2020-06 on January 1, 2024, using the modified retrospective approach. The adoption has no impact on company financial statements.
The Company periodically reviews 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. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ASSETS AND LIABILITIES ON A NON-RECURRING | The
following table presents the Company’s assets and liabilities that are measured at fair value on a non-recurring basis.
At June 30, 2025
At December 31, 2024
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| SCHEDULE OF SEGMENT REPORTING |
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| SCHEDULE OF SEGMENT REPORTING FOR RELATED PARTIES |
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ACCOUNTS RECEIVABLE (Tables) |
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| Credit Loss [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACCOUNTS RECEIVABLE |
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NOTE RECEIVABLE (Tables) |
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||
| Note Receivable | |||||||||||||||||||||||||||||||||||||
| SCHEDULE OF NOTE RECEIVABLE |
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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) |
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| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | As of June 30, 2025 and December 31, 2024, accounts payable and accrued liabilities consist of the following:
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DERIVATIVE LIABILITY (Tables) |
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| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITY |
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| SCHEDULE OF OUTSTANDING CONVERSION FEATURE DERIVATIVE LIABILITIES | 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:
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WARRANTS (Tables) |
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ASSUMPTIONS TO FAIR VALUE OF THE WARRANTS | The assumptions used to determine the fair value of the Warrants as follows:
The assumptions used to determine the fair value of the Warrants as follows:
|
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| SCHEDULE OF WARRANTS |
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OTHER RELATED PARTY TRANSACTIONS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2025 | ||||||||||||||||||||||||||||
| Related Party Transactions [Abstract] | ||||||||||||||||||||||||||||
| SCHEDULE OF RELATED PARTY TRANSACTIONS |
|
INCOME TAX (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF TAX COMPUTATIONS | The tax computations are as follows:
|
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DISCONTINUED OPERATIONS AND DECONSOLIDATION (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SCHEDULE OF ASSETS AND LIABILITIES INCLUDED IN DISCONTINUED OPERATIONS | Total assets and liabilities included in discontinued operations were as follows:
|
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| SCHEDULE OF DECONSOLIDATION OF JUBILEE |
|
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SCHEDULE OF ASSETS AND LIABILITIES ON A NON-RECURRING (Details) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|---|
| Liabilities | |||
| Derivative Liability | $ 262,670 | $ 510,154 | $ 293,621 |
| Fair Value, Inputs, Level 1 [Member] | |||
| Assets | |||
| Note Receivable, Net | |||
| Liabilities | |||
| Convertible Note, related party | |||
| Convertible Note, net | |||
| Derivative Liability | |||
| Note Payable | |||
| Fair Value, Inputs, Level 2 [Member] | |||
| Assets | |||
| Note Receivable, Net | |||
| Liabilities | |||
| Convertible Note, related party | |||
| Convertible Note, net | |||
| Derivative Liability | |||
| Note Payable | |||
| Fair Value, Inputs, Level 3 [Member] | |||
| Assets | |||
| Note Receivable, Net | 105,326 | ||
| Liabilities | |||
| Convertible Note, related party | 153,457 | 74,501 | |
| Convertible Note, net | 164,130 | 317,452 | |
| Derivative Liability | $ 262,670 | 510,154 | |
| Note Payable | $ 216,960 |
SCHEDULE OF SEGMENT REPORTING FOR RELATED PARTIES (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2025 |
Jun. 30, 2024 |
Jun. 30, 2025 |
Jun. 30, 2024 |
|
| Revenue: | ||||
| Total revenue | $ 20,872 | $ 20,872 | ||
| Operating expenses: | ||||
| General and administrative | 18,207 | 12,844 | 57,924 | 31,610 |
| Professional fees | 8,605 | 26,898 | ||
| Total operating expenses | 76,812 | 12,844 | 134,822 | 31,610 |
| Net income (loss) from continuing operations | $ 210,635 | $ (125,532) | (91,332) | (107,527) |
| Advertising Service Segment [Member] | ||||
| Revenue: | ||||
| Advertising revenue | 20,872 | |||
| Total revenue | 20,872 | |||
| Operating expenses: | ||||
| Cost of revenue | 2,680 | |||
| General and administrative | ||||
| Professional fees | ||||
| Payroll expenses | ||||
| Total operating expenses | 2,680 | |||
| Net income (loss) from continuing operations | $ 18,192 | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Apr. 24, 2025 |
Mar. 07, 2024 |
Jun. 30, 2025 |
Jun. 30, 2024 |
Jun. 30, 2025 |
Jun. 30, 2024 |
Dec. 31, 2024 |
|
| Product Information [Line Items] | |||||||
| Cash | $ 1,776 | $ 1,776 | $ 3,629 | ||||
| Earnings per share, potentially dilutive securities | 90,000,000 | ||||||
| Class of warrant | 211 | 211 | |||||
| Reverse stock split | the Company effected a 1-for-500 reverse stock split of its issued and outstanding common stock. (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each 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. | 1:500 reverse split of the Company’s common stock. The reverse split was approved by FINRA effective April 24, 2025. | |||||
| Cash insured amount | $ 250,000 | $ 250,000 | |||||
| Cash balances | $ 0 | $ 0 | $ 0 | ||||
| Revenue percentage | 100.00% | 100.00% | |||||
| Revenue | $ 20,872 | $ 20,872 | |||||
| Advertising [Member] | |||||||
| Product Information [Line Items] | |||||||
| Service fee percentage | 5.00% | ||||||
| Convertible Debt [Member] | |||||||
| Product Information [Line Items] | |||||||
| Earnings per share, potentially dilutive securities | 1,468,800 | ||||||
GOING CONCERN (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2025 |
Mar. 31, 2025 |
Jun. 30, 2024 |
Mar. 31, 2024 |
Jun. 30, 2025 |
Jun. 30, 2024 |
Dec. 31, 2024 |
|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
| Accumulated deficit | $ 3,565,840 | $ 3,565,840 | $ 3,096,015 | ||||
| Net income loss | $ (637,595) | $ 728,927 | $ 125,532 | $ (18,005) | 91,332 | $ 107,527 | |
| Net cash flows used in operating activities | 34,293 | $ (31,610) | |||||
| Cash balance held | $ 1,776 | ||||||
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
|
| Credit Loss [Abstract] | ||
| 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 |
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Credit Loss [Abstract] | ||
| Accounts receivable | $ 555,195 |
SCHEDULE OF NOTE RECEIVABLE (Details) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Note Receivable | ||
| Notes receivable - current portion | $ 109,294 | $ 105,326 |
| Allowance for doubtful accounts | (109,294) | |
| Notes receivable, net | $ 105,326 |
NOTE RECEIVABLE (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2025 |
Jun. 30, 2024 |
May 02, 2024 |
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Bad debt expense | $ 105,326 | $ 109,294 | |
| Promissory Note Agreement [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Note receivable | $ 100,000 | ||
| Note receivable, percentage | 8.00% | ||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Payables and Accruals [Abstract] | ||
| Legal fees | $ 26,381 | $ 26,381 |
| Credit card | 10,075 | |
| Total | $ 36,456 | $ 26,381 |
CONVERTIBLE NOTE PAYABLE – RELATED PARTY (Details Narrative) - USD ($) |
6 Months Ended | ||||
|---|---|---|---|---|---|
Mar. 08, 2024 |
Dec. 05, 2023 |
Jun. 30, 2025 |
Dec. 31, 2024 |
Oct. 06, 2022 |
|
| Short-Term Debt [Line Items] | |||||
| Principal balance | $ 216,960 | ||||
| John D Murphy Jr [Member] | Convertible Exchange Note [Member] | |||||
| Short-Term Debt [Line Items] | |||||
| Debt obligations | $ 144,501 | ||||
| Maturity date | Dec. 04, 2024 | ||||
| Percentage of convertible promissory note | 50.00% | ||||
| Loan repaid amount | $ 70,000 | ||||
| Convertible note payable | $ 74,501 | $ 74,501 | |||
| Jubilee Intel, LLC [Member] | |||||
| Short-Term Debt [Line Items] | |||||
| Debt obligations | $ 97,424 | ||||
| Reinstated debt | 97,424 | ||||
| Additional interest expense | $ 8,509 | ||||
| Interest rate | 10.00% | ||||
| Principal balance | $ 78,956 | ||||
| Accrued interest | $ 26,977 |
NOTES PAYABLE (Details Narrative) - USD ($) |
6 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
Dec. 20, 2024 |
Nov. 19, 2024 |
Nov. 15, 2024 |
Nov. 04, 2024 |
Oct. 28, 2024 |
Oct. 15, 2024 |
Oct. 09, 2024 |
|
| Short-Term Debt [Line Items] | |||||||||
| Promissory note | $ 216,960 | ||||||||
| Warrant shares | 211 | ||||||||
| Principal owed | $ 0 | ||||||||
| Accrued interest | $ 0 | 3,312 | |||||||
| Principal owed | $ 216,960 | ||||||||
| Convertible Promissory Notes [Member] | |||||||||
| Short-Term Debt [Line Items] | |||||||||
| Non convertible promissory notes | $ 500,000 | ||||||||
| Interest rate | 12.00% | ||||||||
| Exercise of warrants | $ 1,000 | ||||||||
| Warrant shares | 11 | ||||||||
| Convertible Promissory Notes [Member] | Warrant [Member] | |||||||||
| Short-Term Debt [Line Items] | |||||||||
| Exercise of warrants | $ 2.00 | ||||||||
| Promissory Note [Member] | |||||||||
| Short-Term Debt [Line Items] | |||||||||
| Promissory note | $ 25,000 | $ 50,000 | $ 25,000 | $ 30,000 | $ 50,000 | ||||
| Warrant shares | 625 | 1,250 | 625 | 750 | 825 | 1,250 | |||
| Promissory Note [Member] | Minimum [Member] | |||||||||
| Short-Term Debt [Line Items] | |||||||||
| Promissory note | $ 33,000 | ||||||||
| Promissory Note [Member] | Maximum [Member] | |||||||||
| Short-Term Debt [Line Items] | |||||||||
| Promissory note | $ 36,960 |
SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITY (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
| Balance | $ 510,154 | $ 293,621 |
| Decrease to derivative due to repayment | (469,164) | (66,769) |
| Increase to derivative due to new issuances | 748,557 | 378,156 |
| Derivative loss due to mark to market adjustment | (526,877) | (94,854) |
| Balance | $ 262,670 | $ 510,154 |
DERIVATIVE LIABILITY (Details Narrative) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
|---|---|---|---|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
| Derivative liability | $ 262,670 | $ 510,154 | $ 293,621 |
STOCK PAYABLE (Details Narrative) - USD ($) |
3 Months Ended | 6 Months Ended | |||
|---|---|---|---|---|---|
May 20, 2025 |
Nov. 05, 2020 |
Mar. 31, 2024 |
Jun. 30, 2025 |
Dec. 31, 2024 |
|
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Number of shares issuable for litigation and legal expenses | 5,000,000 | ||||
| Share price | $ 0.01 | ||||
| Value of shares issuable for litigation and legal expenses | $ 50,000 | ||||
| Common stock issued for payment on settlement liability, shares | 144,007 | 1,387,000 | |||
| Stock issuance, value | $ 13,870 | $ 5,003 | |||
| Stock payable | $ 20,289 | $ 36,130 | |||
| Nicosel, LLC [Member] | |||||
| Defined Benefit Plan Disclosure [Line Items] | |||||
| Stock issuance, value | $ 15,841 |
SCHEDULE OF ASSUMPTIONS TO FAIR VALUE OF THE WARRANTS (Details) - Warrant [Member] |
Oct. 09, 2024 |
May 01, 2024 |
|---|---|---|
| Expected life (years) | 2 years | 1 year |
| Risk-free interest rate | 3.95% | 5.21% |
| Expected volatility | 323.21% | 353.02% |
| Dividend yield | 0.00% | 0.00% |
SCHEDULE OF WARRANTS (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
|
| Warrants | ||
| Number of warrants outstanding , beginning balance | 211 | |
| Weighted average exercise price outstanding, beginning of year | $ 525.28 | |
| Intrinsic value outstanding, beginning of year | ||
| Number of warrants, issued | 211 | |
| Weighted average exercise price, issued | $ 525.28 | |
| Weighted average remaining contractual life (years), issued | 6 months | |
| Number of warrants, expired | ||
| Weighted average exercise price, expired | ||
| Number of warrants, exercised | ||
| Weighted average exercise price, expired | ||
| Weighted average remaining contractual life (years) | 25 days | 4 months 28 days |
| Number of warrants outstanding , ending balance | 211 | 211 |
| Weighted average exercise price outstanding, ending of year | $ 525.28 | $ 525.28 |
| Intrinsic value outstanding, ending of year |
WARRANTS (Details Narrative) - USD ($) |
Jun. 30, 2025 |
Oct. 09, 2024 |
May 01, 2024 |
|---|---|---|---|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Warrants issued | 211 | ||
| Convertible Promissory Notes [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Warrants issued | 11 | ||
| Issuance date | 2 years | ||
| Exercise of warrants | $ 1,000 | ||
| Non convertible promissory notes | $ 500,000 | ||
| Warrant Subscription Agreement [Member] | |||
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
| Warrants issued | 200 | ||
| Issuance date | 1 year | ||
| Exercise of warrants | $ 500 |
PREFERRED STOCK (Details Narrative) - Series A Preferred Stock [Member] - $ / shares |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
Jan. 19, 2021 |
Jan. 18, 2021 |
|
| Class of Stock [Line Items] | ||||
| Preferred stock, shares authorized | 200,000 | 200,000 | 200,000 | 100,000 |
| Preferred stock, par value | $ 0.001 | $ 0.001 | ||
| Shares issuable upon conversion | 900 | |||
| Preferred stock, voting rights | voting rights of 100,000 votes | |||
| Preferred stock, shares issued | 100,000 | 100,000 | ||
| Preferred stock, shares outstanding | 100,000 | 100,000 |
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2025 | ||||
| Evan Bloomberg [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Principal Executive Officer of the Company, member of the Board of Directors | [1] | ||
| John D Murphy Jr [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Former Principal Executive Officer of the Company and former member of the Board of Directors. Managing Member of JMJ Associates, LLC | |||
| Paul Strickland [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Secretary of the Company, member of the Board of Directors, and Managing Member of Beartooth Asset Holdings, LLC. | |||
| Selkirk Global Holdings, LLC [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Entity owned by Paul Strickland, the Company’s Secretary, and a member of its Board of Directors. | |||
| Green Horseshoe LLC [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Significant shareholder | |||
| Bruce Bent [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Significant shareholder | |||
| OC Sparkle Inc [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Related Relationship | Significant shareholder | |||
| ||||
OTHER RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Dec. 05, 2023 |
Jun. 30, 2025 |
Jun. 30, 2024 |
|
| Related Party Transaction [Line Items] | |||
| Repayments of notes payable | $ 318,333 | ||
| Alpha Strategies Trading Software Inc [Member] | |||
| Related Party Transaction [Line Items] | |||
| Repayments of notes payable | $ 74,501 | ||
| John D Murphy Jr [Member] | |||
| Related Party Transaction [Line Items] | |||
| Notes issued to related party | $ 144,501 | ||
SCHEDULE OF TAX COMPUTATIONS (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
|
| Income Tax Disclosure [Abstract] | ||
| Net losses (gains) before taxes | $ (91,332) | $ 18,005 |
| Permanent differences: | ||
| Temporary differences: | ||
| Taxable income (loss) | 91,332 | 18,005 |
| Current Year Taxable (loss) income | 91,332 | 18,005 |
| NOL carried forward prior year (tax return) | (3,231,995) | (3,250,000) |
| NOL carried forward at period end | (3,323,327) | (3,231,995) |
| Deferred Tax Asset - Federal Rate | (697,899) | (678,719) |
| Deferred Tax Asset - State Rate | ||
| Total Deferred Tax Asset | (697,899) | (678,719) |
| Valuation Allowance | 697,899 | 678,719 |
| Deferred tax per books |
SCHEDULE OF TAX COMPUTATIONS (Details) (Parenthetical) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2025 |
Dec. 31, 2024 |
|
| Income Tax Disclosure [Abstract] | ||
| Deferred tax asset federal rate, percentage | 21.00% | 21.00% |
INCOME TAX (Details Narrative) - USD ($) |
Jun. 30, 2025 |
Dec. 31, 2024 |
|---|---|---|
| Income Tax Disclosure [Abstract] | ||
| Net operating loss carry forwards | $ 8,687,000 | $ 3,096,000 |
SCHEDULE OF ASSETS AND LIABILITIES INCLUDED IN DISCONTINUED OPERATIONS (Details) - USD ($) |
Jun. 30, 2025 |
Dec. 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 |
SCHEDULE OF DECONSOLIDATION OF JUBILEE (Details) |
Jun. 30, 2025
USD ($)
|
|---|---|
| Discontinued Operations and Disposal Groups [Abstract] | |
| 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) |