This is a distressed shell with no operations, minimal cash, and a restatement that signals deep accounting issues. The stock is essentially a lottery ticket on a future reverse merger. Monitor for any 8-K announcing a definitive merger agreement or additional dilutive financing — without a deal, the company will likely run out of cash within months.
Price Chart
Executive Summary
Hallmark Venture Group filed Amendment No. 1 to its 2025 10-K to correct material errors in convertible notes payable, accrued interest, derivative liabilities, debt discount amortization, and stockholders' equity. The restatement increased the 2025 net loss by $1.57 million and the accumulated deficit to $5.32 million. The company has zero revenue, only $3,382 cash, a going-concern qualification, and has deconsolidated its only operating subsidiary (Jubilee Intel), leaving it as a shell company seeking a reverse merger.
Key Facts
- Restatement increased FY2025 net loss by $1,569,224 to $1,696,172 and accumulated deficit to $5,315,165.
- Cash balance of only $3,382 as of December 31, 2025, with a working capital deficit of $395,486.
- Auditor's report includes going-concern uncertainty paragraph; company has no revenue from continuing operations.
- Only operating subsidiary Jubilee Intel was deconsolidated in May 2025; company is now a shell seeking a reverse merger.
- Material weaknesses in internal controls over financial reporting identified, including lack of segregation of duties and no independent audit committee.
- Derivative liability of $134,433 remains; $80,200 in convertible notes still outstanding as of year-end.
- Subsequent events include further debt conversions and new $100,000 convertible note issuance in February 2026.
Financial Impact
Restatement increased FY2025 net loss by $1.57M; accumulated deficit now $5.32M; cash burn continues with no revenue
Risk Factors
- Going-concern risk is acute — only $3,382 cash with no revenue and negative working capital
- Restatement signals weak internal controls and potential SEC scrutiny or shareholder litigation
- Massive dilution from convertible debt conversions and potential future equity issuances
- No identified acquisition target; management has no discussions underway for a business combination
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001493152-26-025572 |
| Exhibit: ex10-1.htm | 0001493152-26-025572 |
| Exhibit: ex32-1.htm | 0001493152-26-025572 |
| Exhibit: ex31-1.htm | 0001493152-26-025572 |
| Exhibit: ex31-2.htm | 0001493152-26-025572 |
| Document: 0001493152-26-025572-index-headers.html | 0001493152-26-025572 |
| Document: 0001493152-26-025572-index.html | 0001493152-26-025572 |
| Document: 0001493152-26-025572.txt | 0001493152-26-025572 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 7, 2026 19d ago | 8-K | — | awaiting T+60 | — | — |
Jun 16, 2026 18w ago | 8-K | $0.8500 $2.10 | ▲ +147.06% | ▲ +143.64% | — |
May 28, 2026 21w ago | 10-K/A | $0.2500 $1.17 | ▼ −368.00% | ▼ −366.26% | — |
US Market Status
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