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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

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

 For
the fiscal year ended December 31, 2023

 OR

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

 For
the transition period from ____________ to ____________

 Commission
file number 000-56477

 (Exact
Name of Registrant as Specified in its Charter)

 Florida

 34-2001531

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 5112
West Taft Road, Suite M, Liverpool, NY 13088

 (Address
of Principal Executive Offices with Zip Code)

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

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

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

Stock, $0.001 par value

 Title
of Class

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

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

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates: $ 126,389.41 based on 74,346,709 non affiliate
shares outstanding at $0.0017 per share, which is the price at which the common shares were last sold on the last business day of the
registrant's most recently completed second fiscal quarter. (June 30, 2023)

 As
of March 25, 2024, there were 662,185,523 shares of the issuer's common stock outstanding.

 TABLE
OF CONTENTS

 Page

 PART
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 PART
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

 Management's
 Discussion and Analysis of Financial Condition and Results of Operation

 Item
 7A.

 Quantitative
 and Qualitative Disclosure About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 PART
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Executive

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 PART
 IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 Item

 Form
 10-K Summary

 Signatures

 PART
I

 ITEM
1. DESCRIPTION OF BUSINESS

 Forward-Looking
Statements

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

 General
Background of the Company

 Hallmark
Venture Group, Inc. ("we", "us", "our" or the "Company") was originally incorporated
in the State of Colorado on July 14, 1995, with the name CPC Office Systems, Inc. On July 12, 1999, the Company changed its name to Homesmart
USA, Inc. On March 3, 2006, the Company moved its domicile to Nevada. On March 8, 2006, the Company changed its name to Smart Truck Systems,
Inc. On March 6, 2008, the Company changed its name to Speech Phone, Inc. On July 16, 2008, the Company changed its name to Hallmark
Venture Group, Inc. On March 22, 2022, the Company redomiciled and became a Florida corporation.

 On
November 2, 2020, the Company entered into a Plan of Merger and Acquisition Agreement (the "Stonecrest Merger Agreement"),
pursuant to which the Company purchased Stonecrest Owner, LLC in exchange for the issuance of 10,000,000 shares of common stock and 100,000
shares of Series A preferred stock to the members of Stonecrest Owner, LLC. On July 12, 2021, the parties agreed to cancel and unwind
the transactions contemplated by the Stonecrest Merger Agreement. As a result, all of the shares of common stock and preferred stock
that were issued as part of that transaction were canceled.

 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 no particular acquisitions in mind and has not currently entered into any negotiations
regarding such an acquisition, provided, that the Company intends to pursue the direct or indirect acquisition and development of real
estate assets (including portfolios of real estate assets) and/or businesses related thereto. The Company's officers and directors
have not engaged in any preliminary contact or discussions with any representative of any other company regarding the possibility of
an acquisition or merger between the Company and such other company as of the date hereof.

 Business
Objectives of the Company

 Since
August 2020, management has determined to direct its efforts and limited resources to pursue potential new business and/or acquisition
opportunities. The Company does not intend to limit itself to a particular industry and has not established any particular criteria upon
which it shall consider a business opportunity, provided, that management presently intends to prioritize the direct or indirect acquisition
and development of real estate assets (including portfolios of real estate assets) and/or businesses related thereto.

 The
Company's purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented
to it by persons or firms who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange Act. The
Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature and we have not established any particular criteria upon which we consider a business
opportunity, provided that we will prioritize real estate transactions. This discussion of the proposed business herein is purposefully
general and is not meant to be restrictive of the Company's broad discretion to search for and enter into potential business opportunities.
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.

 Management
would have substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is dependent on the
judgment of its management in connection with this process. There are many criteria that management may deem relevant. In connection
with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.
A business combination may involve an entity that may be financially unstable or in its early stages of development or growth. In evaluating
a prospective business opportunity, management would consider, among other factors, the following:

 costs
 associated with pursuing a new business opportunity;

 the
 growth potential of the new business opportunity;

 necessary
 capital requirements;

 the
 competitive position of the new business opportunity;

 stage
 of business development;

 the
 market acceptance of the potential products and services;

 proprietary
 features and degree of intellectual property; and

 the
 regulatory environment that may be applicable to any prospective business opportunity

 The
foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection
with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.

 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.

 The
Company is obligated to file interim and periodic reports including an annual report with audited financial statements. This obligation
will substantially increase the expenses incurred by the Company.

 Any
entity that is merged into or acquired by us will become subject to the same reporting requirements to which we are subject. Thus, if
we successfully complete an acquisition or merger, the acquired entity must have audited financial statements for at least the two most
recent fiscal years, or if the acquired entity has been in business for less than two years, audited financial statements must be available
from its inception. This requirement limits our possible acquisitions or merger opportunities because many private companies either do
not have audited financial statements or are unable to produce audited financial statements without long delay and substantial expense.

 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.

 Corporate
Information

 Our
Company's headquarters is located at 5112 West Taft Road, Suite M, Liverpool, NY 13088. Our telephone number is 877-646-4833.

 Implications
of Being an Emerging Growth Company

 We
qualify as an "emerging growth company" as defined under the Securities Act. As a result, we are permitted to, and intend
to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include,
but are not limited to:

 not
 being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or
 the Sarbanes-Oxley Act);

 reduced
 disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

 exemptions
 from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute
 payments not previously approved.

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

 ITEM
1A. RISK FACTORS

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

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Not
applicable.

 ITEM
2. PROPERTIES

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

 ITEM
3. LEGAL PROCEEDINGS

 None

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II.

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

 Market
Information

 Our
common stock is quoted under the symbol "HLLK" on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc.
("OTC Pink"), where an established public trading market for our common stock exists. The range of reported high and reported
low sales prices per share for our common stock for each fiscal quarter during 2023 and 2022, as reported by NASDAQ and the OTC Markets
Group, is set forth below.

 Quarterly
common stock Price Ranges

 Fiscal Year
 2023, Quarter Ended:

 High

 Low

 March 31, 2023

 $
 0.0032

 $
 0.0001

 June 30, 2023

 $
 0.0025

 $
 0.0001

 September 30, 2023

 $
 0.0024

 $
 0.0005

 December 31, 2023

 $
 0.002

 $
 0.0006

 Fiscal Year
 2022, Quarter Ended:

 High

 Low

 March 31, 2022

 $
 0.0007

 $
 0.0006

 June 30, 2022

 $
 0.0007

 $
 0.0006

 September 30, 2022

 $
 0.0004

 $
 0.0004

 December 31, 2022

 $
 0.0002

 $
 0.0001

 At
December 31, 2023 there were approximately 1,882 holders of record of our common stock, although we believe that there are other persons
who are beneficial owners of our common stock held in street name.

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

 Dividend
Policy

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

 Recent
Issuance of Unregistered Securities

 None.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 Item
6. [Reserved]

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

 The
following discussion and analysis of our financial condition and results of operations for the years ended December 31, 2023 and 2022
should be read in conjunction with the financial statements and notes related thereto included elsewhere in this report.

 Overview

 We
have no operations from a continuing business other than the expenditures related to running the Company. All of our historical business
operations have ceased.

 Management
intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through
a reverse merger, asset purchase or similar transaction. No assurances can be given that our management can identify and implement a
viable business strategy or that any such strategy will result in profits. Our ability to effectively identify, develop and implement
a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation,
the continued negative effects of the coronavirus pandemic and the conflict in Ukraine on the U.S. and global economies.

 We
do not currently engage in any business activities that provide revenue or cash flow. During the next 12-month period we anticipate incurring
costs in connection with investigating, evaluating, and negotiating potential business combinations and/or asset acquisitions, filing
SEC reports, and consummating the acquisition of an operating business or assets.

 Given
our limited capital resources, we may consider a transaction with an entity which has recently commenced operations, is a developing
company or is otherwise in need of additional funds for the development of new products, services or assets, or expansion into new markets,
or is an established business or an established asset experiencing financial or operating difficulties and needs additional capital.
Alternatively, a transaction may involve the acquisition of, or merger with, an entity that desires access to the U.S. capital markets.

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

 Our
management anticipates that we will likely only be able to effect just one business combination or asset acquisition due to our limited
capital. This lack of diversification will likely pose a substantial risk in investing in the Company for the indefinite future, because
it will not permit us to offset potential losses from one venture or operating territory against gains from another. The risks we face
will likely be heightened to the extent we acquire a business or assets operating in a single industry or geographical region.

 We
anticipate that the selection of a target business or asset will be a complex and risk-prone process. Because of general economic conditions,
including unfavorable conditions caused by the coronavirus pandemic, increasing inflation, rapid technological advances being made in
some industries and shortages of available capital, management believes that there are many firms seeking acquisition opportunities at
this time at discounted rates against which we will compete. We expect that any potentially available acquisition opportunities may appear
in a variety of different industries or regions and at various stages of development, all of which will likely make the task of comparative
investigation and analysis of such opportunities extremely difficult and complicated.

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

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

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

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

 Going
Concern

 We
have only limited capital. Additional financing is necessary for us to continue as a going concern. The report of the independent registered
public accounting firm accompanying our financial statements for the years ended December 31, 2023 and 2022 contains an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming
that we will continue as a going concern", which contemplates that we will realize our assets and satisfy our liabilities and commitments
in the ordinary course of business.

 Results
of Operations

 Year
Ended December 31, 2023 Compared to the Year Ended December 31, 2022

the years ended December 31, 2023 and 2022, we had no operations other than incurring expenditures related to running the Company, and
we generated no revenues.

 For
the years ended December 31, 2023 and 2022, we had general and administrative expenses of $47,626 and $103,574, respectively, a decrease
of $55,948 or 54%. Our operating expenses mainly consisted of professional fees. The decrease in operating expenses was mainly due to
a net decrease of professional fees during the current year. Our legal expense decreased approximately $45,000, which was offset by increases
to both our accounting and audit expense.

 For
the year ended December 31, 2023, we had a total other expense of $147,458, which included $22,036 of interest expense, amortization
of debt discount of $59,659, a loss on the issuance of convertible debt of $337,263 and a gain in the change of fair value of a derivative
of $280,335.

 For
the year ended December 31, 2022, we had a total other expense of $184,972, which included $11,911 of interest expense and settlement
expense of $139,821. We also had amortization of debt discount of $7,862, a loss on the issuance of convertible debt of $32,993 and a
gain in the change of fair value of a derivative of $7,615.

 We
had a net loss of $195,084 for the year ended December 31, 2023, compared to a net loss of $288,546 for the year ended December 31,
2022. Our net loss decreased due to the reasons discussed above.

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

 Liquidity
and Capital Resources

 At
December 31, 2023 and 2022, we had no cash on hand and there were outstanding liabilities of $850,078 and $898,348, respectively, the
majority of which were amounts owed to a related party. The working capital deficits were $850,078 and $898,348, respectively.

 For
the year ended December 31, 2023, the Company used $41,935 of cash for operations as compared to $64,474 for the year ended December
31, 2022. Such decrease was primarily due to lower net loss in the year ended December 31, 2023. The net cash provided by the financing
activities for the year ended December 31, 2023 was $41,935 as compared to $64,474 for the year ended December 31, 2022.

 John
D. Murphy, Jr., our President and Chief Executive Officer, individually, and through JMJ Associates, LLC, an entity controlled by him,
is funding our limited operations by making advances of funds to cover our operating expenses. The advances are repayable upon demand
and the obligations do not bear interest. We expect that Mr. Murphy, directly or through JMJ Associates, LLC, will continue to fund our
operations until we complete an acquisition or earlier if he sells his interest in the Company, and that we will continue to require
additional financing to maintain our existence as a shell company for the next twelve months.

 Paul
Strickland, our Secretary and Director, individually, and through Selkirk Global Holdings, LLC, an entity controlled by him, is funding
our limited operations by making advances of funds to cover our operating expenses. The advances are repayable upon demand and the obligations
do not bear interest. We expect that Mr. Strickland, directly or through Selkirk Global Holdings, LLC, will continue to fund our operations
until we complete an acquisition or earlier if he sells his interest in the Company, and that we will continue to require additional
financing to maintain our existence as a shell company for the next twelve months.

 Our
management is not required to fund our operations by any contract or other obligation. In the event that we undertake to complete an
acquisition that requires financing, we will likely depend on an outside source for such financing. However, we have not identified any
debt or equity financing sources that can be relied upon to provide such financing.

 Critical
Accounting Policies

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

 Item
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID 5968)

 Balance
 Sheets as of December 31, 2023 and 2022

 Statements
 of Operations for the Years Ended December 31, 2023 and 2022

 Statements
 of Stockholders' Deficit for the Years Ended S December 31, 2023 and 2022

 Statements
 of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes
 to the Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 The
Board of Directors and Stockholders of

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Hallmark Venture Group, Inc (the 'Company') as of December 31, 2023, and
the related statements of operations, changes in stockholders' equity (deficit) and cash flows for the year ended December 31,
2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations
and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
3, the Company suffered an accumulated deficit of $3,250,161, net loss of $195,084 and a negative working capital of $850,078. These
matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regards
to these matters are also described in Note 2 to the financial statements. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

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

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. Communication of critical audit matters does not alter in
any way our opinion on the financial statements taken as a whole and we are not, by communicating the critical audit matters, providing
separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

 SETTLEMENT
LIABILITY

 As
disclosed in note 6 and 7 to the financial statement. On September 15, 2022, the Company was informed through its council in regard to
a past due note payable, with an unrelated third party, from 2017 in the amount of $60,217 along with calculated past due interest of
$75,699 resulting in a total amount due of $135,916. On September 24, 2022, the Company entered into a 90-day Standstill Agreement relating
to the claim against the Company. The Company has acknowledged the liability and has booked $139,821 (includes additional interest of
$3,905) as a Settlement Liability as of December 31, 2022.

the year ended December 31, 2023, the company issued 222,639,041 of common stock in exchange for the conversion of $130,219 note payable
with different unrelated parties also 173,146,328 common shares in exchange for the conversion of $101,550 note payable with the related
parties.

 We
identified the Audit of the issued shares as a critical audit matter because of the significant estimates and management assumptions
used in arriving at the amount of shares issued and the conversion value. Performing audit procedures to evaluate the reasonableness
of these estimates and assumptions required a high degree of auditor's judgement and an increased extent of effort.

 The
primary procedures we performed include:

 1.

 We
 reviewed and challenged the reasonableness of key management assumptions used in calculating the market value of the shares issued.

 2.

 We
 reviewed the note payables agreements with all the parties.

 3.

 We
 assessed the suitability of the method used by the Management in arriving at the market value of the issued shares.

 4.

 We
 review the accuracy and correctness of the schedule and calculation of the note payables and accrued interest.

 5.

 We
 reviewed the minutes of the board of directors to confirm the authorization of the shares issued for conversion of the liability.

 OLAYINKA
OYEBOLA & CO.

 (Chartered
Accountants)

 Lagos,
Nigeria

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

 March
26, 2024

 F- 2

 BALANCE
 SHEETS

 31,

 2023

 31,

 2022

 ASSETS

 CURRENT
 ASSETS:

 Cash

 $

 —

 $

 —

 TOTAL
 ASSETS

 $

 —

 $

 —

 LIABILITIES
 AND STOCKHOLDERS' DEFICIT

 CURRENT
 LIABILITIES:

 Accounts
 payable and accrued liabilities

 $

 281,716

 $

 264,228

 Due
 to related parties

 —

 147,251

 Convertible
 notes payable – related party, net of debt discount of $ 149,889 and $ 23,586

 71,230

 7,862

 Accrued
 interest - related party

 7,555

 Accrued
 interest

 3,426

 —

 Derivative
 liability

 Stock
 payable

 36,130

 36,130

 liability

 9,601

 139,821

 liability - related party

 146,799

 248,348

 liability

 146,799

 248,348

 Total
 Current Liabilities

 850,078

 898,348

 COMMITMENTS
 AND CONTINGENCIES

 -

 -

 STOCKHOLDERS'
 DEFICIT:

 Series
 A Preferred stock, 200,000 shares authorized, $ 0.001 par value; 100,000 and 100,000 issued and outstanding, respectively

 stock, 2,499,900,000 shares authorized, $ 0.001 par value; 612,179,943 and 216,403,374 issued and outstanding, respectively

 612,179

 216,403

 Additional
 paid-in capital

 1,787,804

 1,940,226

 Accumulated
 deficit

 ( 3,250,161

)

 ( 3,055,077

)

 Total
 Stockholders' Deficit

 ( 850,078

)

 ( 898,348

)

 TOTAL
 LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 —

 $

 —

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

 F- 3

VENTURE GROUP INC.

 STATEMENTS
OF OPERATIONS

 2023

 2022

 For
 the Years Ended
 December 31,

 2023

 2022

 Revenue

 $
 —

 $
 —

 Expenses:

 General
 and administrative

 47,626

 103,574

 Total operating expenses

 47,626

 103,574

 Loss from operations

 ( 47,626
)

 ( 103,574
)

 Other income (expense):

 Interest expense

 ( 22,036
)

 ( 741
)

 Imputed interest expense

 ( 8,835
)

 ( 11,170
)

 Amortization of debt discount

 ( 59,659
)

 ( 7,862
)

 Change in fair value of
 derivative

 280,335

 7,615

 Loss on issuance of convertible
 note

 ( 337,263
)

 ( 32,993
)

 expense

 —

 ( 139,821
)

 Total other expense

 ( 147,458
)

 ( 184,972
)

 Net loss before income
 taxes

)

)

 Provision for income tax

 —

 —

 Net Loss

 $
)

 $
)

 Loss per share –
 basic and diluted

 $
 ( 0.00
)

 $
 ( 0.00
)

 Weighted average shares outstanding –
 basic and diluted

 351,004,670

 205,225,205

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

 F- 4

 STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Series
 A Preferred Stock

 Stock

 Additional Paid-in

 Accumulated

 Total Stockholder'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance, December 31, 2021

 $

 170,257,847

 $
 170,258

 $
 1,816,673

 $
 ( 2,766,531
)

 $
 ( 779,500
)

 Common stock issued for payment on settlement
 liability - related party

 —

 —

 46,145,527

 46,145

 112,383

 —

 158,528

 Imputed interest on amounts due to related
 party

 —

 —

 —

 —

 11,170

 —

 11,170

 Net loss

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2022

 216,403,374

 216,403

 1,940,226

 ( 3,055,077
)

 ( 898,348
)

 Balance

 216,403,374

 216,403

 1,940,226

 ( 3,055,077
)

 ( 898,348
)

 Common stock issued for payment on settlement
 liability

 —

 —

 222,639,041

 222,639

 ( 92,420
)

 —

 130,219

 Common stock issued for payment on settlement
 liability - related party

 —

 —

 173,146,328

 173,146

 ( 71,596
)

 —

 101,550

 Shares canceled

 —

 —

 ( 8,800
)

 ( 9
)

 —

 —

 Forgiveness of debt – related party

 —

 —

 —

 —

 2,750

 —

 2,750

 Imputed interest on amounts due to related
 party

 —

 —

 —

 —

 8,835

 —

 8,835

 Net loss

 —

 —

 —

 —

 —

)

)

 Balance, December 31, 2023

 $

 612,179,943

 $
 612,179

 $
 1,787,804

 $
 ( 3,250,161
)

 $
 ( 850,078
)

 Balance

 $

 612,179,943

 $
 612,179

 $
 1,787,804

 $
 ( 3,250,161
)

 $
 ( 850,078
)

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

 F- 5

 STATEMENTS
OF CASH FLOWS

 2023

 2022

 For
 the Years Ended
 December 31,

 2023

 2022

 Cash Flows from Operating
 Activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile
 net loss to net cash used by operating activities:

 Imputed interest on amounts
 due to related party

 8,835

 11,170

 Amortization of debt discount

 59,659

 7,862

 Change in fair value of
 derivative

 ( 280,335
)

 ( 7,615
)

 Loss on issuance of convertible
 debt

 337,263

 32,993

 Settlement expense

 139,821

 Changes in operating assets
 and liabilities:

 Accounts payable and accrued
 expenses

 17,488

 39,100

 Accrued interest –
 related party

 7,555

 —

 Accrued
 interest

 2,685

 Net cash used in operating
 activities

 ( 41,935
)

 ( 64,474
)

 Cash Flows from Investing
 Activities:

 —

 —

 Cash Flows from Financing
 Activities:

 Proceeds from convertible
 note payable - related party

 41,935

 28,589

 Proceeds
 from related parties

 —

 35,885

 Net cash provided by
 financing activities

 41,935

 64,474

 Net
 Change in Cash

 —

 —

 Cash
 beginning of year

 —

 —

 Cash
 end of year

 $
 —

 $
 —

 SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION:

 Cash paid during the period
 for:

 Interest

 $
 —

 $
 —

 Income
 taxes

 $
 —

 $
 —

 NON-CASH TRANSACTIONS:

 stock issued for payment on settlement liability - related party

 $
 101,550

 $
 158,528

 stock issued for payment of debt

 $
 130,219

 $
 —

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

 F- 6

 Notes
to Unaudited Financial Statements

31, 2023

 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 100 % of the Preferred
Shares it held to Endicott Holdings Group, LLC ("Endicott").

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

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

 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
Company's financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America ("U.S. GAAP").

 Use
of Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 Stock-based

 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.

 F- 7

 Related
Party Transactions

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

 Derivative
Financial Instruments

 The
Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded
derivatives. 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
Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial
instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure
the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles
generally accepted in the United States of America under U.S. GAAP and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy
which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable
inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 Level
 1:

 Quoted
 market prices available in active markets for identical assets or liabilities as of the reporting date.

 Level
 2:

 Pricing
 inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the
 reporting date.

 Level
 3:

 Pricing
 inputs that are generally unobservable inputs and not corroborated by market data.

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

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

31, 2023:

 SCHEDULE
OF FAIR VALUE MEASUREMENT

 Description

 Level

 Level

 Level

 Total
 Gain

 Derivative

 $
 –

 $
 –

 $

 $
 280,335

 Total

 $
 –

 $
 –

 $

 $
 280,335

31, 2022:

 Description

 Level

 Level

 Level

 Total
 Gain

 Derivative

 $
 –

 $
 –

 $

 $
 7,615

 Total

 $
 –

 $
 –

 $

 $
 7,615

 F- 8

 Basic
and Diluted Income (Loss) Per Share

 The
Company computes income (loss) per share in accordance with FASB ASC 260. Basic
earnings (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted earnings
(loss) per share is computed using the weighted-average number of common shares and the dilutive effect of contingent shares outstanding
during the period. As of December 31, 2023, the Company has approximately 399,387,000 potentially dilutive shares from convertible notes
payable and 90,000,000 potentially dilutive shares from Series A preferred stock. As of December 31, 2022, the Company has 33,253,099
potentially dilutive shares from a convertible note payable and 90,000,000 potentially dilutive shares from Series A preferred stock.
Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred.

 Income
Taxes

 Income
taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus
deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future
tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or
settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred
tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on
matters that may, at least in part, be beyond the Company's control, it is at least reasonably possible that management's
judgment about the need for a valuation allowance for deferred taxes could change in the near term.

 Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for "unrecognized tax benefits" is recorded for any tax benefits claimed in the Company's tax returns that
do not meet these recognition and measurement standards. As of December 31, 2023 and 2022, no liability for unrecognized tax benefits
was required to be reported.

 Recently
Issued Accounting Pronouncements

 The
Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material
impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 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, realization of assets, and liquidation of liabilities in the normal course of business.

 As
of December 31, 2023, the Company has no source of revenue and has an accumulated deficit of $ 3,250,161 and requires additional
funds to support its operations and to achieve its business development goals, the attainment of which are not assured.

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

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

 NOTE
4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 As
of December 31, 2023 and 2022, accounts payable and accrued liabilities consist of the following:

 SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Description

 31, 2023

 31, 2022

 Legal fees

 $
 281,716

 $
 264,228

 Total

 $
 281,716

 $
 264,228

 F- 9

 NOTE
5 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

 On
October 5, 2022, the Company issued a $ 50,000, 10 % convertible promissory note to Selkirk Global Holdings, LLC, (the "Note").
The Note matures October 5, 2023, has a 10 % OID and is convertible into the Company's common stock at a price equal to 55 %
of the average closing price of the Company's common stock during the 20 consecutive trading days prior to the date on which the
holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses. As of December
31, 2023, $ 46,984 has been used for expenses, plus $ 4,698 OID. The derivative liability has been calculated on the total funds advanced
plus OID.

 On
April 6, 2023, the Company issued a $ 50,000, 10 % convertible promissory note to Selkirk Global Holdings, LLC, (the "Note").
The Note matures April 5, 2024, has a 10 % OID and is convertible into the Company's common stock at a price equal to 55 %
of the average closing price of the Company's common stock during the 20 consecutive trading days prior to the date on which the
holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses. As of December
31, 2023, $ 23,540 has been used for expenses, plus $ 1,397 OID. The derivative liability has been calculated on the total funds advanced
plus OID.

 As
of December 31, 2022, the October 5, 2022 Note is disclosed as $ 7,862, net of debt discount of $ 23,586.

 As
of December 31, 2023, the above Notes are disclosed as $ 59,188, net of debt discount of $ 17,430.

 As
of December 31, 2023, the total due on the above notes for principal and interest is $ 76,618 and $ 7,555, respectively.

 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. As of December 31, 2023, the note is disclosed as $ 12,042, net of discount of $ 132,459.

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

 SCHEDULE OF ACTIVITY OF THE DERIVATIVE LIABILITY

 Balance at December 31, 2021

 $
 –

 Increase to derivative due to new
 issuances

 61,582

 Decrease to derivative due to repayments

 —

 Derivative gain due
 to mark to market adjustment

 ( 7,615
)

 Balance at December 31, 2022

 Beginning
 balance

 Increase to derivative due to new issuances

 519,989

 Increase to derivative due to repayments

 —

 Derivative gain due
 to mark to market adjustment

 ( 280,335
)

 Balance at December 31, 2023

 $

 Ending
 balance

 $

 A
summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company's derivative
liability that are categorized within Level 3 of the fair value hierarchy is as follows:

 SCHEDULE OF DERIVATIVE LIABILITY THAT ARE CATEGORIZED WITHIN LEVEL 3 OF THE FAIR VALUE HIERARCHY

 Inputs

 31,
 2023

 Initial

 Valuation

 Stock price

 $
 0.0009

 $
 0.0022
 - 0.0039

 Conversion price

 $
 0.00055
 – 0.00062

 $
 0.0012
 - 0.002

 Volatility (annual)

 291.88 %
 - 323.79
 %

 186.77 %
 - 500.68
 %

 Risk-free rate

 4.79 %
 - 5.4
 %

 4.19 %
 - 4.96
 %

 Dividend rate

 –

 –

 Years to maturity

 0.25
 - 0.93

 F- 10

 NOTE
6 – SETTLEMENT LIABILITY

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

 On
March 7, 2023, the Company, Phase I Operations, Inc, and The Robert Papiri Defined Benefit Plan entered into an Assignment of Debt Agreement
(the "Agreement"), whereby, the note payable for $ 139,821, was purchased by and assigned to Phase I Operations, Inc.

 On
March 15, 2023, the Company issued 23,502,934 shares of its common stock to Phase I Operations, Inc. for conversion of $ 28,204 of debt.

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

 On
June 12, 2023, the Company issued 31,196,115 shares of its common stock to Phase I Operations, Inc. for conversion of $ 15,598 of debt.

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

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

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

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

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

 As
of December 31, 2023, there is $ 9,602 and $ 3,426, of principal and interest, respectively, due on the above note.

 NOTE
7 – SETTLEMENT LIABILITY – RELATED PARTY

 On
September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC 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.

 For
the years ended December 31, 2023 and 2022, the Company issued 173,146,328 and 46,145,527 shares of its common stock, respectively, in
payment of $ 101,549 and $ 158,528 towards the settlement with no gain or loss recorded. As of December 31, 2023 and December 31, 2022,
the balance of the settlement liability is $ 146,799 and $ 248,348, respectively.

 NOTE
8 – STOCK PAYABLE

 The
Company's related party settlement liability (Note 7) included the requirement to issue 5,000,000 shares of the Company's
common stock in order to cover litigation and legal expenses associated with the settlement agreement. The value of the shares at the
settlement date was $ 0.01 resulting in a total value of $ 50,000. The Company issued 1,387,000 shares of common stock on November 5, 2020,
at a value of $ 13,870. The balance due is $ 36,130 as of December 31, 2023 and 2022.

 F- 11

 NOTE
9 – COMMON STOCK

 Effective
January 29, 2021, the Company decreased its authorized shares of $ 0.001 par value common stock from 2,500,000,000 shares to 2,499,900,000
shares.

the year ended December 31, 2023, the Company issued 173,146,328 shares of its common stock to Green Horseshoe, LLC for the repayment
of the settlement liability in the amount of $ 101,549. Refer to Note 11 for related party transactions.

 On
March 15, 2023, the Company issued 23,502,934 shares of its common stock to Phase I Operations, Inc. for conversion of $ 28,204 of debt
(Note 6).

 On
March 23, 2023, the Company retired 8,800 shares issued in the name of the Company.

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

 On
June 12, 2023, the Company issued 31,196,115 shares of its common stock to Phase I Operations, Inc. for conversion of $ 15,598 of debt.

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

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

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

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

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

 Refer
to Note 7 for shares of common stock issued to related parties.

 NOTE
10 – PREFERRED STOCK

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

 The
Company has 100,000 shares of Series A Preferred Stock issued and outstanding as of September 30, 2023 and December 31, 2022, respectively.
 Beartooth Asset Holdings, LLC, an entity controlled by Paul Strickland, the Company's
Secretary and a member of the board of directors, acquired the Series A Preferred Stock on June 20, 2022 from Endicott Holding Group,
LLC.

 On
July 7, 2022, Beartooth Asset Holdings, LLC, transferred 75,000 Series A Preferred Shares to JMJ Associates, LLC (an entity controlled
by John D. Murphy, Jr., the Company's Chief Executive Officer and President and a member of the board of directors) resulting in
a change of control of the Company.

 F- 12

 NOTE
11 – OTHER RELATED PARTY TRANSACTIONS

 SCHEDULE
OF RELATED PARTY TRANSACTIONS

 Name
 of Related Party

 Related
 Relationship

 John
 D. Murphy Jr.

 Principal
 Executive Officer of the Company, member of the Board of Directors, and Managing Member of JMJ Associates, LLC

 Paul
 Strickland

 Secretary
 of the Company, member of the Board of Directors, and Managing Member of Beartooth Asset Holdings, LLC.

 Selkirk
 Global Holdings, LLC

 Entity
 owned by Paul Strickland, the Company's Secretary, and a member of its Board of Directors.

 Green
 Horseshoe, LLC

 Significant
 debt holder and shareholder

 OC
 Sparkle Inc.

 Significant
 shareholder

stock transactions

 Refer
to Note 7 for shares of common stock issued to related parties.

 Manager
Promissory Note

 On
February 1, 2022, the Company and its Board of Directors approved an 8 % Manager Promissory Note for up to $ 300,000 from JMJ Associates,
LLC, an entity controlled by John D. Murphy, Jr., the Company's Chief Executive Officer and President and member of the Board of
Directors. JMJ Associates, LLC has not yet made any loans to the Company.

 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 (Note 5).

 Paul
Strickland has at times paid for various company expenses. The amount is unsecured, non-interest bearing, and due on demand. On December
31, 2023, Mr. Strickland forgave the $ 2,750 due to him. The amount was credited to paid in capital. As of December 31, 2023 and 2022,
the outstanding balance due to Mr. Strickland was $ 0 and $ 2,750, respectively.

 Imputed
interest is assessed as an expense to the business operations and an addition to paid in capital. The imputed interest rate is 8 %. During
the years ended December 31, 2023 and 2022 the imputed interest was $ 8,835 and $ 11,170, respectively.

 NOTE
12 — COMMITMENTS AND CONTINGENCIES

 From
time to time, the Company may be a defendant in pending or threatened legal proceedings arising in the normal course of its business.
Management is not aware of any pending, threatened or asserted claims.

 See
"Note 6 – Settlement Liability".

 See
"Note 7 - Settlement Liability – Related Party".

 NOTE
13 – INCOME TAXES

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

 Net
deferred tax assets consist of the following components as of December 31:

 SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT (EXPENSES)

 31, 2023

 31, 2022

 Tax expenses at statutory rate

 $
 38,490

 $
 60,595

 Tax effect of valuation
 allowance

 ( 38,490
)

 ( 60,595
)

 Tax expenses, net

 $
 —

 $
 —

 F- 13

 The
income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pre-tax income
from continuing operations for the period ended December 31, due to the following:

 SCHEDULE OF COMPONENTS OF DEFERRED INCOME TAX ASSETS AND LIABILITIES

 31, 2023

 31, 2022

 NOL carryforwards

 $
 680,057

 $
 641,566

 Valuation allowance

 ( 680,057
)

 ( 641,566
)

 Deferred tax asset,
 net

 $
 —

 $
 —

 At
December 31, 2023, the Company had operating loss carry forwards of approximately $ 3,447,000. In accordance with Section 382 of the Internal
Revenue code, the usage of the Company's net operating loss carryforwards may be limited in the event of a change in ownership.
A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.

 NOTE
14 — SUBSEQUENT EVENTS

 In
accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial
statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements
other than the following.

 On
January 5, 2024, the Company issued 10,005,580 shares of its common stock to Phase I Operations, Inc. for conversion of $ 5,003 of debt.
The remaining balance of that settlement liability is now $ 0.

 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., and Paul Strickland,
the Company's Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, both entities controlled
by Paul Strickland, and Steven Arenal and Aurum International Ltd., an entity controlled by Steven Arenal.

 On
February 27, 2024, John D. Murphy, Jr., acting as the control person of JMJ Associates, LLC, and Paul Strickland, acting as control person
for Selkirk Global Holdings, LLC and Beartooth Asset Management, LLC, delivered a Notice of Default and Termination letter to Steven
Arenal and Aurum International Ltd.

 On
March 1, 2024, the Company issued a $ 100,000, 6 % Demand Promissory note (the "Note") to Alpha Strategies Trading Software,
Inc., a non-affiliate of the Company. The Note matures on August 28, 2024, 180 days from the date of the Note. The Note has been issued
to Holder in exchange for having made direct payments of Company expenses.

 F- 14

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Management's
Report Disclosure Controls and Procedures

the fourth quarter of the year ended December 31, 2023, we carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive
officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and
procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act
of 1934, as amended, are recorded, processed, summarized and reported within the required time periods specified in the Commission's
rules and forms and is accumulated and communicated to our management, including our principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure.

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

 Management's
Report on Internal Control over Financial Reporting

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

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

 Our
management assessed the effectiveness of the Company's internal control over financial reporting at December 31, 2023, and this
assessment identified the following material weaknesses in our internal control over financial reporting.

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

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

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

 In
making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Because of the material weaknesses
described in the preceding paragraphs, management concluded that, at December 31, 2023, the Company's internal control over financial
reporting was not effective based on those criteria.

 Changes
in Internal Control Over Financial Reporting

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

 Attestation
Report of Independent Public Accounting Firm

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

 ITEM
9B. OTHER INFORMATION

 None

 ITEM
9C. DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
Applicable

 Part
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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

 Name

 Age

 Position(s)

 John
 D. Murphy, Jr.

 President,
 Chief Executive Officer and a Director

 Paul
 Strickland

 Secretary,
 Director

 John
D. Murphy, Jr. – Mr. Murphy has served as our Chief Executive Officer and as a director of our company since May 27, 2020.
Since 2013, Mr. Murphy has been the president and principal of Summit Realty Management, LLC ("Summit"), a commercial property
management company headquartered in Syracuse, New York. On October 1, 2020, Mr. Murphy formed Hallmark Realty Management, LLC and took
over management of many of Summit's medical and retail properties. Summit was a property management company focused on medical
office, commercial, office and retail properties. Summit focuses on best practices, technology, energy efficient systems, and cleanliness,
to improve the patient and tenant experience. In the past five years, Mr. Murphy and Summit guided the disposition and acquisition of
medical office properties in New York, Virginia, South Carolina, Tennessee, and Florida. In 2016, Mr. Murphy and Summit facilitated the
sale of a $60 million portfolio of medical offices in Syracuse to a publicly traded REIT. Mr. Murphy has been involved with these properties
for over 30 years, to include the original development, ongoing management, and leasing, and currently property manager. During this
time period, Mr. Murphy and Summit guided the acquisition of medical office buildings in four Southern states which have a value in excess
of $100 million, which guidance included the research, selection, negotiation, acquisition, financing, sourcing of equity and the ongoing
management of these properties. He has served as CEO and director of Supurva Healthcare Group, Inc. since August 2020. Mr. Murphy received
a Bachelor's of Science degree from LeMoyne College in 1981.

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

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

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

 Director
Independence

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

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

 Role
of the Board of Directors in Risk Oversight

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

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

 Code
of Business Conduct

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

 Board
Committees

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

 ITEM
11. EXECUTIVE COMPENSATION

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

 Summary
Compensation Table

 Name and
 Principal Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards
 ($) (4)

 Option

 Awards
 ($) (3)

 Non-Equity

 Incentive Plan
 ($)

 Nonqualified

 Deferred
 Earnings
 ($)

 All
 Other
 ($) (2)

 Total

 John D. Murphy, Jr.,

 2023

 $

 $

 $

 $

 $

 $

 $

 $

 President and Chief Executive
 Officer

 2022

 $

 $

 $

 $

 $

 $

 $

 $

 Paul Strickland

 2023

 $

 $

 $

 $

 $

 $

 $

 $

 Secretary, Director

 2022

 $

 $

 $

 $

 $

 $

 $

 $

 Employment
Agreements

 None.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of December 31, 2023, no equity awards were outstanding.

 Director

 Our
directors received the following fixed compensation for their services as directors during the fiscal years ended December 31, 2023 and
2022.

 Name and
 Principal Position

 Fees

 Earned
 or Paid
 in Cash
 ($)

 Stock

 Awards
 ($) (4)

 Option

 Awards
 ($) (3)

 Non-Equity

 Incentive Plan
 ($)

 Nonqualified

 Deferred
 Earnings
 ($)

 All
 Other
 ($) (2)

 Total

 John D. Murphy, Jr.
President
 and Chief Executive Officer

 $

 $

 $

 $

 $

 $

 $

 Paul Strickland

 $

 $

 $

 $

 $

 $

 $

 Secretary

 $

 $

 $

 $

 $

 $

 $

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

 The
following table sets forth, as of March 8, 2024, information regarding the beneficial ownership of each class of our voting securities
by: (i) our officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially
own 5% or more of any class of our outstanding voting securities. Generally, a person is deemed to be a "beneficial owner"
of a security if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed
to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.

 The
address of each holder listed below, except as otherwise indicated, is c/o HALLMARK VENTURE GROUP, INC., 5112
West Taft Road, Suite M, Liverpool, NY 13088

 Name
 of Beneficial Owner 5% Beneficial Owners

 of
 Stock
 Beneficially Owned**

 Percent
 of
 Stock
 Owned(1)**

 of
 Series
 A
 Preferred
 Stock
 Owned(2)**

 Percent
 of Series A
 Preferred
 Stock
 Owned**

 Number
 of
 Voting
 Owned**

 Percent
 of
 Voting
 Owned(3)**

 Beartooth Asset Holdings, LLC(1)(5)

 98,259,679

 16.05
 %

 25,000

 %

 120,759,679

 34.41
 %

 JMJ Associates, LLC(1)(4)

 75,000

 %

 67,500,000

 19.24
 %

 Green Horseshoe, LLC(9)

 55,146,328

 9.01
 %

 15.72
 %

 Stem Capital Consultants, LLC(13)

 55,000,000

 8.98
 %

 55,000,000

 15.67
 %

 OC Sparkle, Inc.(7)

 24,000,000

 3.92
 %

 24,000,000

 6.84
 %

 Endicott Holdings Group, LLC(6)

 19,353,321

 3.16
 %

 19,353,321

 5.52
 %

 John Milardovic(10)

 3.10
 %

 5.41
 %

 Dace Marketing, LLC(11)

 3.10
 %

 5.41
 %

 James Bursey(12)

 15,200,000

 2.48
 %

 15,000,000

 4.33
 %

 Top Knot, Inc.(8)

 12,387,000

 2.02
 %

 12,387,000

 3.53
 %

 Directors
 and Officers

 John D. Murphy, Jr., President, CEO and a Director
 (1)(4)

 75,000

 %

 67,500,000

 19.24
 %

 Paul L. Strickland, Secretary and Director
 (1)(5)

 98,259,679

 16.05
 %

 25,000

 %

 120,759,679

 34.41
 %

 All directors and executive officers as a group
 (2 persons)

 98,259,679

 16.05
 %

 %

 188,259,679

 53.65
 %

 (1)

 The
 address for Mr. Murphy and JMJ Associates, LLC is 5112 West Taft Road, Suite M, Liverpool, New York 13088, and the address for Mr.
 Strickland and Beartooth Asset Holdings, LLC is 120 State Ave. NE, Olympia, WA 98501.

 (2)

 Unless
 otherwise indicated, all shares are owned directly by the beneficial owner.

 (3)

 Based
 on 216,403,374 shares of common stock outstanding as of December 30, 2022. Shares of common stock underlying convertible securities
 held by any person, which securities are currently exercisable or exercisable within 60 days of September 30, 2022, are deemed outstanding
 for purposes of computing the percentage ownership of the person holding such convertible securities, but are not deemed outstanding
 for purposes of computing the percentage ownership of any other person.

 (4)

 of 75,000 shares of Series A Convertible Preferred Stock. Each share is convertible into 900 shares of the common stock of the Company.
 These shares are held by JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., the Chief Executive Officer and President
 of the Company and a member of its Board of Directors. Due to his control position with JMJ Associates, LLC, Mr. Murphy may be deemed
 to be the beneficial owner of the shares owned by JMJ Associates, LLC. Mr. Murphy disclaims any beneficial ownership of these securities,
 except to the extent of his pecuniary interest therein.

 (5)

 Includes
 25,000 shares of Series A Convertible Preferred Stock. Each share is convertible into 900 shares of the common stock of the Company.
 All of these securities are held directly by Beartooth Asset Holdings, LLC. Mr. Strickland, the Secretary and a member of the Board
 of Directors of the Company, is the sole member and manager of Beartooth Asset Holdings, LLC, and in such capacity, may be deemed
 to be the beneficial owner of the shares owned by Beartooth Asset Holdings, LLC. Mr. Strickland disclaims any beneficial ownership
 of these securities, except to the extent of his pecuniary interest therein.

 (6)

 of 19,353,321 shares of common stock. The address for Endicott Holdings Group, LLC is 9432 Cavendish Dr., Tampa FL 33624, and the
 control person for this entity is Mahmoud Jrab.

 (7)

 of 24,000,000 shares of common stock. The address for OC Sparkle, Inc. is 27881 La Paz Road, A, Laguna Niguel, CA 92677, and the
 control person for this entity is Abraham Abu.

 (8)

 of 12,387,000 shares of common stock. The address for Top Knot, Inc. is 1275 Fairhills Drive, Ossining, NY 10567, and the control
 person for this entity is John Kellas.

 (9)

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

 (10)

 of 19,000,000 shares of common stock. The address for John Milardovic is 2365 Pine Glen Rd,

 Oakville,
 Ontario, CANADA

 (11)

 of 19,000,000 shares of common stock. The address for DACE Marketing, LLC is 20225 Tailwind Lane, Cornelius, NC 28031 and the control
 person for this entity is Ian Reed.

 (12)

 of 15,200,000 shares of common stock. The address for James Bursey is 7 Venetian Way, Unit 201,PO Box 2708, Providenciales, Turks
 & Caicos Islands

 (13)

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

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

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

 Since
January 1, 2020, the Company has engaged in the related party transactions set forth below.

 Loans
from John D. Murphy, Jr.

the year ending December 31, 2020, John D. Murphy, Jr., the Company's Chief Executive Officer and President, directly paid for
various Company expenses in the amount of $51,823. These payments are deemed to be a loan by Mr. Murphy to the Company, which loan is
unsecured, non-interest bearing, and due on demand.

the year ending December 31, 2021, John D. Murphy, Jr., the Company's Chief Executive Officer and President, directly paid for
various Company expenses in the amount of $59,543. These payments are deemed to be a loan by Mr. Murphy to the Company, which loan is
unsecured, non-interest bearing, and due on demand.

the year ending December 31, 2022, John D. Murphy, Jr., the Company's Chief Executive Officer and President, directly paid for
various Company expenses in the amount of $33,135. These payments are deemed to be a loan by Mr. Murphy to the Company, which loan is
unsecured, non-interest bearing, and due on demand.

 In
addition, during the year ending December 31, 2022, the Company and its Board of Directors approved an 8% Manager Promissory Note for
up to $300,000 from JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr., the Company's Chief Executive Officer and
President. JMJ Associates, LLC has not yet made any loans to the Company.

the year ending December 31, 2023, John D. Murphy, Jr., the Company's Chief Executive Officer and President, directly paid for
various Company expenses in the amount of $0. These payments are deemed to be a loan by Mr. Murphy to the Company, which loan is unsecured,
non-interest bearing, and due on demand.

 In
addition, during the year ending December 31, 2023, the Company and its Board of Directors approved a
$144,501, 0% convertible exchange note to John D. Murphy, Jr. ("Holder"), CEO and Director of the Company (the "Note").
The Note matures December 4, 2024 and is convertible into the Company's common stock at a price equal to 50% of the average closing
price of the Company's common stock during the 25 consecutive trading days prior to the date on which the Holder elects to convert
all or part of the Note. The Note is fully funded and has been issued to Holder in exchange for having made direct payments of Company
expenses.

 As
of December 31, 2023 and 2022, the outstanding balances payable to Mr. Murphy as a result of the foregoing loans were $144,50 1
 and $144,501, respectively.

 Loans
from Paul Strickland

the year ending December 31, 2022, Paul Strickland, the Company's Secretary and a director, provided loans to the Company in the
amount of $2,750. The loans are unsecured, non-interest bearing, and due on demand.

 On
December 31, 2023, Mr. Strickland forgave the $2,750 due to him. The amount was credited to paid in capital. As of December 31, 2023
and 2022, the outstanding balance due to Mr. Strickland was $0 and $2,750, respectively.

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

 Loans
from Selkirk Global Holdings, LLC

 On
October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the "Note").
The Note matures October 5, 2023, has a 10% OID and is convertible into the Company's common stock at a price equal to 55%
of the average closing price of the Company's common stock during the 20 consecutive trading days prior to the date on which the
holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses. As of December
31, 2023, $46,984 has been used for expenses, plus $4,698 OID. The derivative liability has been calculated on the total funds advanced
plus OID.

 On
April 6, 2023, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the "Note").
The Note matures April 5, 2024, has a 10% OID and is convertible into the Company's common stock at a price equal to 55%
of the average closing price of the Company's common stock during the 20 consecutive trading days prior to the date on which the
holder elects to convert all or part of the Note. The Note is being funded through the direct payment of Company expenses. As of December
31, 2023, $23,540 has been used for expenses, plus $1,397 OID. The derivative liability has been calculated on the total funds advanced
plus OID.

Agreement with Green Horseshoe, LLC

 On
September 17, 2020, the Company entered into a Settlement Agreement and Stipulation (the "Settlement Agreement") with Green
Horseshoe, LLC relating to the Company's past due notes payable with a principal balance of $285,206 and accrued interest of $296,670
representing a total settlement liability of $581,876. At the time the Settlement Agreement was entered into, Green Horseshoe, LLC did
not own any shares of the Company. Other than as a result of the Settlement Agreement, there is no relationship between Green Horseshoe,
LLC and the Company or any related party of the Company.

 The
Settlement Agreement provides for the issuance of free-trading common shares to Green Horseshoe, LLC at a conversion rate of 50% of the
average closing price of the Company's shares for the 10 trading days prior to any issuance notice issued by Green Horseshoe, LLC,
subject to a 9.9% beneficial ownership cap. To date, the Company has made the following issuances of common stock under the Settlement
Agreement:

 On
 November 5, 2020, the Company issued 1,387,000 shares of its common stock to Green Horseshoe, LLC for litigation and legal expenses
 associated with the Settlement Agreement in the amount of $13,870. The value was determined using the closing market price on the
 date of the grant. On December 22, 2020, the shares were transferred to Top Knot, Inc.

 On
 December 4, 2020, the Company issued 11,000,000 shares of its common stock for repayment of the settlement liability to Green Horseshoe,
 LLC in the amount of $55,000. The shares were issued to Top Knot, Inc., which is the designated holder of Green Horseshoe, LLC. The
 value was determined based on the conversion price of $0.005 per share, according to the Settlement Agreement.

 On
 January 13, 2021, the Company issued 12,000,000 shares of its common stock to Intermarket & Associates LLC, the designated holder
 of Green Horseshoe, LLC, for the repayment of the settlement liability in the amount of $60,000. The value was determined based on
 the conversion price of $0.005 per share, according to the Settlement Agreement. On February 6, 2021, the shares were transferred
 to OC Sparkle Inc.

 On
 February 9, 2021, the Company issued 12,000,000 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement
 liability in the amount of $60,000. The value was determined based on the conversion price of $0.005 per share, according to the
 Settlement Agreement. On March 3, 2021, the shares were transferred to OC Sparkle Inc.

 On
 January 14, 2022, the Company issued 16,855,527 shares of its common stock to Green Horseshoe, LLC designee, Bruce Bent, for the
 repayment of the settlement liability in the amount of $84,278. The value was determined based on the conversion price of at $0.005
 per share, according to the Settlement Agreement. Bruce Bent is not an affiliate.

 On
 January 18, 2022, the Company issued 10,290,000 shares of its common stock to Green Horseshoe, LLC designee, Trillium Partners, LP,
 for the repayment of the settlement liability in the amount of $51,450. The value was determined based on the conversion price of
 $0.005 per share, according to the Settlement Agreement. The control person of Trillium Partners, LP is Steve Hicks.

 On
 July 22, 2022, the Company issued 19,000,000 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement
 liability in the amount of $22,800. The value was determined based on the conversion price of $0.0012 per share, according to the
 settlement agreement.

 On
 February 28, 2023, the Company issued 21,000,000 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement
 liability in the amount of $25,200.00. The value was determined based on the conversion price of $0.0012 per share, according to
 the settlement agreement.

 On
 November 21, 2023, the Company issued 48,000,000 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement
 liability in the amount of $19,680.00. The value was determined based on the conversion price of 0.00041 per share, according to
 the settlement agreement.

 On
 December 05, 2023, the Company issued 49,000,000 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement
 liability in the amount of $23,030.00. The value was determined based on the conversion price of $0.00047 per share, according to
 the settlement agreement.

 On
 December 14, 2023, the Company issued 55,146,328 shares of its common stock to Green Horseshoe, LLC for the repayment of the settlement
 liability in the amount of $33,639.26. The value was determined based on the conversion price of $0.00061 per share, according to
 the settlement agreement.

 Statement
of Policy

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

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

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

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

 2023

 2022

 Audit fees

 $
 16,500

 $
 9,000

 Audit related fees

 $
 -

 $
 6,000

 Tax fees

 $
 -

 $
 -

 All other fees

 $
 -

 $
 -

 Total

 $
 16,500

 $
 15,000

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

 Audit
Fees

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

 Audit
Related Fees

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

 Tax
Fees

 Consist
of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal
and state income tax returns for the year ended December 31, 2023.

 All
Other Fees

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

 Policy
for Approval of Audit and Permitted Non-Audit Services

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

 PART
IV

 ITEM
15. EXHIBITS

 Exhibit
 Number

 Description

 31.1

 Certification
 of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 (*)

 31.2

 Certification
 of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 (*)

 32.1

 Certification
 of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
 the Sarbanes-Oxley Act of 2002 (*)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 Item
16. FORM 10-K SUMMARY

 None.

 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.

 Date:
 March 28, 2024

 BY:

 /s/
 John D. Murphy, Jr.

 Chief
 Executive Officer

 Date:
 March 28, 2024

 BY:

 /s/
 Paul Strickland

 Chief
 Financial Officer