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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, 2024

 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.)

 1800
N Town Center Drive, STE 100, Las Vegas, NV 89144

 (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:

 Common
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.

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

 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).

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates: $ 1,691,940.48 based on 497,629,552 non-affiliate
shares outstanding at $0.0034 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.

 As
of the date of this filing, there were 523,925,844 shares of the issuer's common stock outstanding.

 TABLE
OF CONTENTS

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Property

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 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.

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 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

 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.

 On
September 26, 2024, the Company and Jubilee Intel, LLC ("Jubilee") entered into that certain Agreement and Plan of Reorganization
(the "Merger") whereby the Company acquired 100% membership interests in and to Jubilee in exchange for 100,000 shares of
Series A Preferred Stock. As a result of the Merger, Jubilee has become a wholly owned and operating subsidiary of the Company.

 About
Jubilee

 Executive
Summary

 Our
company's proprietary SEM platform automates the creation, optimization, and scaling of digital advertising campaigns across key
platforms like Facebook, GDN, and Taboola. By leveraging a direct feed from Yahoo's partner network, we access real-time data that
significantly enhances campaign performance. Through the integration of machine learning and AI, our platform optimizes ad spend, scales
profitable campaigns, and pauses or restructures underperforming ones in real time.

 In
addition to our technological advancements, our transition into the public markets is enabling us to expand rapidly, and gain access
to capital markets. Our reverse merger, combined with a potential acquisition, provides a pathway for sustained growth and increased
market presence.

 SEM
Automation and Machine Learning

 Our
platform integrates machine learning and AI to automate the entire SEM process, from keyword research to campaign generation and optimization.
This system eliminates the need for manual intervention, drastically reducing the time and resources required for effective SEM management.

 Keyword
 Research: Our platform analyzes massive datasets of search queries, user behaviors, and historical
 performance metrics to identify high-intent keywords that are most likely to convert. Unlike
 traditional methods of keyword selection, our machine learning algorithms continuously refine
 keyword targeting by learning from the performance of active campaigns, adjusting in real
 time. This enables us to stay ahead of changing trends and user behaviors, ensuring that
 our campaigns are always aligned with current search demand.

 Campaign
 Generation: The platform generates thousands of ad variations tailored to specific audience
 segments. Using advanced data analytics, our system determines the best combination of ad
 copy, visuals, and keywords to maximize engagement. We analyze historical performance across
 similar campaigns and identify which variables contribute most to conversions, allowing us
 to create highly personalized and optimized ads at scale.

 Optimization
 Algorithms: Our AI-driven optimization algorithms constantly analyze live data to adjust
 bids, placements, and budgets in real time. This ensures that ad spend is directed toward
 the most profitable opportunities while minimizing waste. Through predictive modeling, the
 platform anticipates shifts in user behavior patterns, adjusting the campaign strategy preemptively
 to maintain performance.

 Scalability:
 One of the key strengths of our platform is its ability to automatically scale profitable
 campaigns. Once the system identifies a campaign that is delivering strong results, it rapidly
 increases the budget and bid amounts to capitalize on the momentum. Conversely, underperforming
 campaigns are paused or restructured, ensuring that ad spend is allocated efficiently.

 Yahoo
 Partner Network Feed – Our access to a direct feed from Yahoo's partner network
 gives us a competitive edge by providing access to first-party data, allowing us to target
 high-quality traffic that many other advertisers cannot reach. The integration enables us
 to refine our targeting strategies and optimize campaigns in real time, resulting in higher
 engagement and conversion rates. Additionally, this data allows us to build detailed audience
 profiles that help improve the precision of our keyword targeting, leading to better overall
 campaign performance.

 Technical
Overview

 Predictive
Keyword Research Using Random Forest Regressor

 We
utilize a random forest regressor to process and analyze vast amounts of keyword data, often encompassing hundreds of thousands of data
points. A random forest regressor is a machine learning algorithm used for predicting continuous values. It builds multiple decision
trees during training, each using different subsets of the data, and averages the results to make predictions. This approach improves
accuracy and reduces overfitting by leveraging the collective decision-making of several trees, which helps handle the complexity of
large datasets.

 The
random forest model is particularly effective for our use case because it excels at handling large, complex datasets and can account
for non-linear relationships between variables. Our model factors in key metrics such as search volume, bid cost, competition level,
and historical performance to make accurate keyword predictions.

 Feature
 Engineering: Our model utilizes a wide array of features, including search intent, seasonality,
 and location-specific factors, to improve the precision of its predictions. By incorporating
 dynamic features that adapt to user behavior in real time, our system is able to consistently
 identify the highest-performing keywords for each campaign. This continuous learning process
 ensures that our campaigns are always aligned with the most current trends and opportunities.

 Scalability:
 The random forest model can handle extremely large datasets, making it ideal for processing
 the vast amounts of data generated by SEM campaigns. This scalability allows us to quickly
 adapt to new data inputs, ensuring that our keyword targeting remains sharp even as market
 conditions change.

 Timeseries
Prediction Using Support Vector Regressor (SVR)

 For
predicting profitability based on time-series data, we utilize the Support Vector Regressor (SVR). SVR is a powerful machine learning
model that excels at capturing non-linear relationships in the data. By using a kernel trick, SVR can map input data into higher-dimensional
spaces, allowing it to capture complex patterns and trends in campaign profitability over time.

 Time-of-Day
 Optimization: By using SVR to identify non-linear trends in profitability, we can predict
 the optimal time windows for launching campaigns, ensuring that ad spend is allocated during
 periods with the highest likelihood of conversions. This model helps us capture profitability
 dynamics more accurately than linear models, which may miss crucial non-linear relationships.

 Traffic
Quality Improvement Using Support Vector Machine (SVM) Classifier

 To
improve traffic quality and block underperforming sites, we use a Support Vector Machine (SVM) Classifier. SVM is a supervised learning
model that finds the optimal boundary between different classes of data points. It is particularly effective in high dimensional spaces
and works well when there's a clear margin of separation between classes. We use SVM to classify traffic sources as "good"
or "bad" based on various engagement and performance metrics.

 Traffic
 Quality (TQ) Scores: The SVM classifier evaluates traffic sources based on factors such as
 engagement rates, conversion potential, and historical performance. It assigns a quality
 score to each site, allowing us to block low-quality traffic while directing ad spend to
 high-quality sources. This classification process ensures that our advertisers receive the
 best possible traffic for their campaigns.

 Real-Time
Centralized Reporting

 All
our reporting is centralized into a unified dashboard that provides real-time insights into campaign performance, keyword effectiveness,
and traffic quality.

 Unified
 Dashboard: Clients have full access to the dashboard, which allows them to monitor the progress
 of their campaigns, view performance metrics, and make data-driven decisions. This level
 of transparency fosters trust and allows for quick adjustments based on live data.

 Insights
 at Scale: Our platform is capable of processing and displaying insights from vast datasets,
 providing a comprehensive view of campaign performance that helps clients optimize their
 strategies in real time.

 Competitive
Advantage

 Our
platform stands apart because it seamlessly integrates real-time data, machine learning models, and direct feeds from top-tier search
engines. Unlike many platforms that require manual adjustments, our system automates every aspect of campaign creation, optimization,
and scaling, resulting in significant efficiency gains and performance improvements for our clients.

 Unique
 Data Integration: Our direct feed from partner search engine networks allows us access to
 exclusive, high-quality data streams that significantly enhance our ability to target audiences
 with precision.

 AI-Driven
 Insights: Our machine learning models are continuously learning and optimizing, which means
 that campaigns are consistently running at peak performance.

 Conclusion

 Our
proprietary SEM platform offers a cutting-edge solution for managing and scaling SEM campaigns through automation, AI, and machine learning.
With access to a direct feed from Yahoo's partner network and the ability to seamlessly integrate across platforms like Facebook,
GDN, and Taboola, our system is optimized for profitability. Our partnership with a fully integrated credit firm, along with our strategic
reverse merger, presents a significant growth and acquisition opportunity, underscoring the value of our platform.

 Contact
Information

 More
information on our SEM automation platform can be found at:

 Corporate
Information

 Our
Company's headquarters is located at 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144. 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

 Our
Board of Directors oversees cybersecurity risk management in compliance with SEC guidance. Management's role includes assessing
and managing material risks from cybersecurity threats, developing and implementing cybersecurity policies and procedures, and ensuring
compliance with applicable regulations.

 To
date, we have not experienced any material cybersecurity incidents that have materially affected, or are reasonably likely to materially
affect, our business operations, financial condition, or results of operations. We remain vigilant in our efforts to protect against
potential threats and continually assess our cybersecurity posture to adapt to the evolving threat landscape.

 ITEM
2. PROPERTIES

 We
do not own any real property. Our Chief Executive Officer, Evan Bloomberg, 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 2024 and 2023, as reported by NASDAQ and the OTC Markets
Group, is set forth below.

 Quarterly
common stock Price Ranges

 Fiscal Year 2024, Quarter Ended:

 High

 Low

 March 31, 2024

 $
 0.0033

 $
 0.0002

 June 30, 2024

 $
 0.0006

 $
 0.0002

 September 30, 2024

 $
 0.0115

 $
 0.0003

 December 31, 2024

 $
 0.0115

 $
 0.0006

 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

 At
December 31, 2024, 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, 2024, and 2023,
should be read in conjunction with the financial statements and notes related thereto included elsewhere in this report.

 Overview

 Our
company's proprietary SEM platform automates the creation, optimization, and scaling of digital advertising campaigns across key
platforms like Facebook, GDN, and Taboola. By leveraging a direct feed from Yahoo's partner network, we access real-time data that
significantly enhances campaign performance. Through the integration of machine learning and AI, our platform optimizes ad spend, scales
profitable campaigns, and pauses or restructures underperforming ones in real time.

 Our
platform integrates machine learning and AI to automate the entire SEM process, from keyword research to campaign generation and optimization.
This system eliminates the need for manual intervention, drastically reducing the time and resources required for effective SEM management.

 We
utilize a random forest regressor to process and analyze vast amounts of keyword data, often encompassing hundreds of thousands of data
points. A random forest regressor is a machine learning algorithm used for predicting continuous values. It builds multiple decision
trees during training, each using different subsets of the data, and averages the results to make predictions. This approach improves
accuracy and reduces overfitting by leveraging the collective decision-making of several trees, which helps handle the complexity of
large datasets.

 The
random forest model is particularly effective for our use case because it excels at handling large, complex datasets and can account
for non-linear relationships between variables. Our model factors in key metrics such as search volume, bid cost, competition level,
and historical performance to make accurate keyword predictions.

 For
predicting profitability based on time-series data, we utilize the Support Vector Regressor (SVR). SVR is a powerful machine learning
model that excels at capturing non-linear relationships in the data. By using a kernel trick, SVR can map input data into higher-dimensional
spaces, allowing it to capture complex patterns and trends in campaign profitability over time.

 To
improve traffic quality and block underperforming sites, we use a Support Vector Machine (SVM) Classifier. SVM is a supervised learning
model that finds the optimal boundary between different classes of data points. It is particularly effective in high dimensional spaces
and works well when there's a clear margin of separation between classes. We use SVM to classify traffic sources as "good"
or "bad" based on various engagement and performance metrics.

 Our
proprietary SEM platform offers a cutting-edge solution for managing and scaling SEM campaigns through automation, AI, and machine learning.
With access to a direct feed from Yahoo's partner network and the ability to seamlessly integrate across platforms like Facebook,
GDN, and Taboola, our system is optimized for profitability. Our partnership with a fully integrated credit firm, along with our strategic
reverse merger, presents a significant growth and acquisition opportunity, underscoring the value of our platform.

 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, 2024 and 2023 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, 2024, compared to the year ended December 31, 2023

 During
the year ended December 31, 2024, we generated $609,549 in revenue as compared to $nil during the year ended December 31, 2023. The increase
in revenues is a result of the operations of our wholly owned subsidiary. We expect revenues to increase over the next 12 months as we
continue to scale our business and operations. The cost associated with our revenues for the year ended December 31, 2024, was $89,087,
as compared to $nil for the year ended December 31, 2023.

 For
the years ended December 31, 2024 and 2023, we had general and administrative expenses of $52,847 and $7,670, respectively, an increase
of $45,177. Other operating expenses consisted of professional fees and payroll expense. While there was little change in professional
fees for the year ended December 31, 2024, as compared to December 31, 2023, our payroll expense increased from $nil in 2023 to $158,995
in 2024.

 For
the year ended December 31, 2024, we had a total other expense of $117,399, which included $55,248 of interest expense, amortization
of debt discount of $216,768, a loss on the issuance of convertible debt of $278,156, a gain in the change of fair value of a derivative
of $161,263, and a gain on the conversion of debt in the amount of $265,824.

 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.

 We
had a net income of $154,146 for the year ended December 31, 2024, compared to a net loss of $195,084 for the year ended December 31,
2023.

 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. We expect the level of our operating expenses to
scale commensurate with our increased operations.

 Liquidity
and Capital Resources

 At
December 31, 2024 and 2023, we had $26,015 and $nil, respectively, in cash on hand and there were outstanding liabilities of $1,280,041
and $850,078, respectively. The working capital deficits were $593,505 and $850,078, respectively.

 For
the year ended December 31, 2024, the Company used $253,076 of cash for operations as compared to $41,935 for the year ended December
31, 2023. The net cash provided by the financing activities for the year ended December 31, 2024 was $379,091 as compared to $41,935
for the year ended December 31, 2023.

 The
Company does not believe its current cash balance will be sufficient to allow the Company to fund its planned operating activities for
the next twelve months. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital
to fund operations. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail
some of its planned activities. These conditions raise substantial doubt as to the Company's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities should the Company be unable to continue as a going concern.

 Achieving
profitability is dependent on achieving a level of revenue adequate to support the Company's cost structure. The Company may never
achieve profitability, and unless and until it does, the Company will continue to need to raise additional capital. Management intends
to fund future operations through additional private or public equity offerings and may seek additional capital through arrangements
with strategic partners from other sources. There can be no assurances, however, that additional funding will be available on terms acceptable
to the Company, or at all. Any equity financing may be dilutive to existing shareholders.

 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 5968)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Stockholders' Deficit for the Years Ended S December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 The
Board of Directors and Stockholders of

VENTURES GROUP, INC.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Hallmark Ventures Group, Inc. (the 'Company') as of December
31, 2024, and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity
and cash flows for each of the two years ended December 31, 2024, and 2023, and the related notes (collectively referred to as the "financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated
financial position of the Company as of December 31, 2024, and 2023, and the results of its operations and its cash flows for each of
the two years ended December 31, 2024, and 2023, in conformity with accounting principles generally accepted in the United States of
America.

 Going
Concern

 The
accompanying consolidated 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 $(3,096,015), a negative working capital of $(593,505). 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 3 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.

 /s/
OLAYINKA OYEBOLA & CO.

 OLAYINKA
OYEBOLA & CO.

 (Chartered
Accountants)

 Lagos,
Nigeria

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

 March 25, 2025

 F- 2

 CONSOLIDATED BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS:

 Cash

 $
 26,015

 $
 —

 Accounts receivable

 555,195

 —

 Note receivable

 —

 Interest receivable

 5,326

 —

 TOTAL ASSETS

 $
 686,536

 $
 —

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 CURRENT LIABILITIES:

 Accounts payable and accrued liabilities

 $
 26,381

 $
 281,716

 Accrued compensation

 56,666

 Due to related parties

 —

 Convertible notes payable – related party, net of debt discount of $ 0 and $ 23,586

 74,501

 71,230

 Convertible notes payable – net of debt discount of $ 33,333

 317,452

 —

 Convertible notes payable

 317,452

 —

 Notes payable

 243,121

 —

 Accrued interest - related party

 11,075

 7,555

 Accrued interest

 3,735

 3,426

 Derivative liability

 Stock payable

 36,130

 36,130

 Settlement liability

 —

 9,601

 Settlement liability - related party

 —

 146,799

 Settlement liability

 —

 146,799

 Total Current Liabilities

 1,280,041

 850,078

 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

 Common stock, 2,499,900,000 shares authorized, $ 0.001 par value; 523,925,844 and 612,179,943 issued and outstanding, respectively

 523,925

 612,179

 Additional paid-in capital

 1,978,485

 1,787,804

 Accumulated deficit

 ( 3,096,015
)

 ( 3,250,161
)

 Total Stockholders' Deficit

 ( 593,505
)

 ( 850,078
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $
 686,536

 $
 —

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

 F- 3

VENTURE GROUP INC.

 CONSOLIDATED STATEMENTS OF OPERATIONS

 2024

 2023

 For the Years Ended

 2024

 2023

 Revenue

 $
 609,549

 $
 —

 Cost of revenue

 ( 89,087
)

 —

 Gross margin

 $
 520,462

 $
 —

 Expenses:

 General and administrative

 $
 52,847

 $
 7,670

 Professional fees

 37,075

 39,956

 Payroll expense

 158,995

 —

 Total operating expenses

 248,917

 47,626

 Income (loss) from operations

 271,545

 ( 47,626
)

 Other income (expense):

 Interest expense

 ( 55,248
)

 ( 22,036
)

 Imputed interest expense

 —

 ( 8,835
)

 Interest income

 5,326

 —

 Amortization of debt discount

 ( 216,768
)

 ( 59,659
)

 Gain on conversion of debt

 265,824

 —

 Change in fair value of derivative

 161,623

 280,335

 Loss on issuance of convertible note

 ( 278,156
)

 ( 337,263
)

 Total other expense

 ( 117,399
)

 ( 147,458
)

 Net income (loss) before income taxes

)

 Provision for income tax

 —

 —

 Net Income (Loss)

 $

 $
)

 Income (loss) per share – basic

 $
 0.00

 $
 ( 0.00
)

 Income (loss) per share –diluted

 $
 0.00

 $
 ( 0.00
)

 Weighted average shares outstanding – basic

 596,657,504

 351,004,670

 Weighted average shares outstanding diluted

 872,068,367

 840,391,670

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

 F- 4

 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Series A Preferred Stock

 Common Stock

 Additional

 Paid-in

 Accumulated

 Total Stockholder'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance, December 31, 2022

 $

 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
)

 Common stock issued for payment on settlement liability

 —

 —

 10,005,580

 10,006

 ( 5,002
)

 —

 5,004

 Forgiveness of debt related party

 —

 —

 —

 —

 97,423

 —

 97,423

 Cancellation of shares

 —

 —

 ( 98,259,679
)

 ( 98,260
)

 98,260

 —

 Net income

 —

 —

 —

 —

 —

 Net income (loss)

 —

 —

 —

 —

 —

 Balance, December 31, 2024

 $

 523,925,844

 $
 523,925

 $
 1,978,485

 $
 ( 3,096,015
)

 $
 ( 593,505
)

 Balance

 $

 523,925,844

 $
 523,925

 $
 1,978,485

 $
 ( 3,096,015
)

 $
 ( 593,505
)

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

 F- 5

 HALLMARK VENTURE GROUP, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 For the Years Ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net income (loss)

 $

 $
)

 Adjustments to reconcile net income (loss) to net cash used by operating activities:

 Imputed interest on amounts due to related party

 —

 8,835

 Amortization of debt discount

 216,768

 59,659

 Change in fair value of derivative

 ( 161,623
)

 ( 280,335
)

 Loss on issuance of convertible debt

 278,156

 337,263

 Gain on forgiveness of debt

 ( 265,824
)

 —

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 555,195
)

 —

 Interest receivable

 ( 5,326
)

 —

 Accounts payable and accrued expenses

 6,859

 17,488

 Accrued compensation

 56,666

 —

 Accrued interest – related party

 21,988

 7,555

 Accrued interest

 2,685

 Net cash used in operating activities

 ( 253,076
)

 ( 41,935
)

 Cash Flows from Investing Activities:

 Issuance of note receivable

 ( 100,000
)

 —

 Net cash used by investing activities

 ( 100,000
)

 —

 Cash Flows from Financing Activities:

 Proceeds from convertible note payable - related party

 2,951

 41,935

 Proceeds from notes payable

 376,140

 —

 Net cash provided by financing activities

 379,091

 41,935

 Net Change in Cash

 26,015

 —

 Cash beginning of year

 —

 —

 Cash end of year

 $
 26,015

 $
 —

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid during the period for:

 Interest

 $
 —

 $
 —

 Income taxes

 $
 —

 $
 —

 NON-CASH TRANSACTIONS:

 Common stock issued for payment on settlement liability - related party

 $
 —

 $
 101,550

 Common stock issued for payment of debt

 $
 —

 $
 130,219

 Forgiveness of debt – related party

 $
 97,423

 $
 —

 Common stock issued for payment of debt

 $
 5,003

 $
 —

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

 F- 6

 Notes
to Financial Statements

 December
31, 2024

 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.

 On
January 11, 2024, the Company entered into a Change of Control Agreement (the "CoC Agreement") by and between John D. Murphy,
Jr., the Company's Director and CEO and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. ("Murphy"),
and Paul Strickland, the Company's Director and Secretary, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC,
both entities controlled by Paul Stirckland ("Strickland"), and Steven Arenal and Aurum International Ltd., an entity controlled
by Steven Arenal ("Aurum") and, pursuant to which Murphy, Strickland, and their respective control entities will assign the
Series A preferred shares controlled by each to Aurum. Strickland will transfer 98,259,679 in restricted common shares to Aurum. In exchange,
Murphy and Strickland will each retain 5 % equity in the Company, post-restructuring, and those shares will have an 18-month anti-dilution
provision as described in the Anti-Dilution Agreement executed between the Parties. Murphy and Strickland will also cancel debts owed
to each by the Company. Strickland will cancel $ 83,342.25 in debts. Murphy will cancel $ 74,501 in debts. Murphy will receive $ 70,000
from Aurum in exchange for partial debt cancellation to be delivered into Escrow on February 27, 2024. Aurum will receive a $ 77,000 10 %
convertible promissory note in exchange for partially paying the Company's debt owed to Murphy. The Consideration outlined herein
is subject to the provisions of the Escrow Agreement between the Parties. The Company officially moved its place of business to 626 Wilshire
Blvd., Suite 410, Los Angeles, California 90017.

 On
January 11, 2024, John D. Murphy, Jr. resigned as Director and Officer of the Company and all other positions he may hold with the Company.

 F- 7

 On
January 11, 2024, Paul Strickland resigned as Director and Officer of the Company and all other positions he may hold with the Company.

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

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

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

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

 On
March 4, 2024: The Company and its Board of Directors approved a 1:500 reverse split of the Company's common stock.

 On
March 4, 2024: The shareholders required to vote approved the Board's 1:500 reverse split of the Company's common stock.

 On
March 7, 2024: The Company filed the Amended and Restated Articles of Incorporation with Florida Secretary of State reflecting the 1:500
reverse split of the Company's common stock. The completion of the reverse split is pending final approval by FINRA.

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

 On
September 26, 2024, the Company and Jubilee Intel, LLC ("Jubilee") entered into that certain Agreement and Plan of Reorganization
(the "Merger") whereby the Company acquired 100 % membership interests in and to Jubilee in exchange for 100,000 shares of
Series A Preferred Stock. As a result of the Merger, Jubilee has become a wholly owned and operating subsidiary of the Company.

 Pursuant
to the Change of Control Agreement, Evan Bloomberg was assigned 100,000 shares of Series A Preferred Stock. By virtue of this stock assignment,
Mr. Bloomberg assumed full voting control 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.

 F- 8

 Stock-based
Compensation

 In
June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance
is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods.

 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:

 December
31, 2024:

 SCHEDULE
OF FAIR VALUE MEASUREMENT

 Description

 Level 1

 Level 2

 Level 3

 Derivative

 $
 –

 $
 –

 $

 Total

 $
 –

 $
 –

 $

 December
31, 2023:

 Description

 Level 1

 Level 2

 Level 3

 Derivative

 $
 –

 $
 –

 $

 Total

 $
 –

 $
 –

 $

 F- 9

 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, 2024, the Company has
approximately 185,410,863 potentially dilutive shares from convertible notes payable and 90,000,000 potentially dilutive shares from
Series A preferred stock. 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. Diluted amounts are not presented when the effect
of the computations are anti-dilutive due to the losses incurred.

 Revenue
Recognition

 The
Company follows ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be
met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract;
(3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize
revenue when or as the Company satisfies a performance obligation. The company generates revenues primarily from search engine marketing.

 Jubilee
generates revenue in two ways.

 The
first and more substantial consists of Jubilee launching and managing Yahoo partner advertisements on its own behalf.

 The
second is a SAAS model in which Jubilee allows third party companies to use the platform to run Yahoo partner ads. The fee for this service
is 5 % of the third-party ad spend.

 Accounts
Receivable

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

 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.

 F- 10

 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, 2024 and 2023, 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, 2024, the Company had an accumulated deficit of $ 3,096,015 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 – NOTE RECEIVABLE

 On
May 2, 2024, the Company made a strategic loan to an independent privately-held non-affiliated third party by entering into a $ 100,000,
180 day 8 % on demand Promissory Note Agreement. As of December 31, 2024, there is $ 5,326 of interest receivable due on this note.

 NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 On
September 20, 2024, Hallmark Venture Group, Inc. entered into a Debt Cancellation Agreement with Archer & Greiner, P.C., and a total
of $ 262,192 of legacy legal debts were cancelled.

 As
of December 31, 2024 and 2023, accounts payable and accrued liabilities consist of the following:

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 Description

 December 31, 2024

 December 31, 2023

 Legal fees

 $
 26,381

 $
 281,716

 Total

 $
 26,381

 $
 281,716

 NOTE
6 – CONVERTIBLE NOTE PAYABLE – RELATED PARTY

 On
October 5, 2022, the Company issued a $ 50,000, 10 % convertible promissory note to Selkirk Global Holdings, LLC, ("Selkirk").
The Note matured October 5, 2023, had a 10 % OID and was 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 was being funded through the direct payment of Company expenses. On September 26,
2024, Selkirk forgave all amounts due of $ 51,682 and $ 14,678, principal and interest, respectively. The total amount of $ 66,360 was credited
to additional paid in capital.

 F- 11

 On
April 6, 2023, the Company issued a $ 50,000, 10 % convertible promissory note to Selkirk Global Holdings, LLC, (the "Note").
The Note matured April 5, 2024, had a 10 % OID and was 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 was being funded through the direct payment of Company expenses. On September 26,
2024, Selkirk forgave all amounts due of $ 27,274 and $ 3,789, principal and interest, respectively. The total amount of $ 31,063 was credited
to additional paid in capital.

 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. On March 8, 2024, the Company repaid $ 70,000 of the loan. As of December 31, 2024, the note
is disclosed as $ 74,501, net of discount of $ 0. As of December 31, 2023, the note is disclosed as $ 12,042, net of discount of $ 132,459.

 NOTE
7 – SETTLEMENT LIABILITY

 On
September 15, 2022, the Company was informed through its counsel 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, 2024.

 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 15, 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.

 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.

 F- 12

 On
April 5, 2024, $ 4,500 of the remaining principal was assigned to Alpha Strategies (Note 8). The remaining principal and interest totaling
$ 3,630 was credited to a gain on forgiveness of debt.

 NOTE
8 – SETTLEMENT LIABILITY – RELATED PARTY

 On
September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with
a principal balance of $ 285,206 and accrued interest of $ 296,670 representing a total amount of the settlement of $ 581,876. The settlement
amount is non-interest bearing.

 The
agreement calls for the Company's transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate
of 50 % of the average closing price of the Company's shares for the 10 prior trading days prior to any issuance notice issued by
Green Horseshoe, LLC. The Company shall issue its unrestricted common stock in one or more tranches of less than 10% of the Company's
then issued and outstanding shares until the agreed upon settlement is satisfied.

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

 On
May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).

 NOTE
9 – NOTES PAYABLE

 On
March 1, 2024, the Company issued a $ 100,000, 6 % Demand Promissory note (the "Note") to Alpha Strategies Trading Software,
Inc., ("Alpha Strategies") a non-affiliate of the Company. The Note matures on August 28, 2024, 180 days from the date of
the Note. The Note has been issued to Holder in exchange for having made direct payments of Company expenses. $ 70,000 of the $ 100,000
note proceeds were used to cancel debts owed to John D. Murphy, Jr., the Company's CEO and Director. On May 6, 2024, Alpha Strategies
assigned this promissory note to Nicosel, LLC, a non-affiliate of the Company.

 On
May 1, 2024, the Company issued a $ 100,000, 8 % Convertible Promissory Note (the "Note") and entered into a Warrant Subscription
Agreement with Nicosel, LLC, a non-affiliate of the Company. The Note matures on April 30, 2025. The Warrant Subscription Agreement is
for 100,000 warrants, exercisable within one year of the execution date of the agreement at a price of $ 1.00.

 As
of December 31, 2024, the total amount due to Nicosel, LLC is $ 350,784 and $ 11,075 of principal and interest, respectively.

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

 On
October 15, 2024, the Company issued a $ 50,000 promissory note, and a warrant to purchase 1,250 shares of Company common stock.

 On
October 28, 2024, the Company issued a $ 33,000 promissory note, (increased to $ 36,960) and a warrant to purchase 825 shares of Company
common stock.

 On
November 4, 2024, the Company issued a $ 30,000 promissory note and a warrant to purchase 750 shares of Company common stock.

 On
November 15, 2024 the Company issued a $ 25,000 promissory note and a warrant to purchase 625 shares of Company common stock.

 On
November 19, 2024 the Company issued a $ 50,000 promissory note and a warrant to purchase 1,250 shares of Company common stock.

 F- 13

 On
December 20, 2024 the Company issued a $ 25,000 promissory note and a warrant to purchase 625 shares of Company common stock.

 NOTE
10 – DERIVATIVE LIABILITY

 The
Company currently has derivative liabilities for its convertible promissory notes with John Murphy and Nicosel, LLC.

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

 SCHEDULE OF ACTIVITY OF DERIVATIVE LIABILITY

 Balance at December 31, 2022

 $
 53,967

 Decrease to derivative due to repayments

 Increase to derivative due to new issuances

 519,989

 Derivative gain due to mark to market adjustment

 ( 280,335
)

 Balance at December 31, 2023

 Balance

 Decrease to derivative due to repayments

 ( 66,769
)

 Increase to derivative due to new issuances

 378,156

 Derivative gain due to mark to market adjustment

 ( 94,854
)

 Balance at December 31, 2024

 $

 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 VALUATION

 Inputs

 December 31, 2024

 Initial Valuation

 Stock price

 $
 0.0033

 $
 0.0004 - 0.0039

 Conversion price

 $
 0.0009 - 0.0011

 $
 0.001 - 0.002

 Volatility (annual)

 333.08 % - 310.70 %

 186.77 % - 500.68 %

 Risk-free rate

 4.37
 %

 4.19 % - 5.21 %

 Dividend rate

 –

 –

 Years to maturity

 0.25 - 0.33

 NOTE
11 – 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, 2024 and 2023.

 NOTE
12 – COMMON STOCK

 During
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.

 F- 14

 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.

 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.

 On
September 26, 2024, Beartooth Asset Holding, LLC, an entity controlled by Paul Strickland, agreed to cancel 98,259,679 shares of common
stock as part of the merger agreement.

 NOTE
13 – WARRANTS

 On
May 1, 2024, the Company issued a Warrant Subscription Agreement is for 100,000 warrants, exercisable within one year of the execution
date of the agreement at a price of $ 1.00.

 The
assumptions used to determine the fair value of the Warrants as follows:

 SCHEDULE
OF ASSUMPTIONS TO FAIR VALUE OF THE WARRANTS

 Expected life (years)

 1.00

 Risk-free interest rate

 5.21
 %

 Expected volatility

 353.02
 %

 Dividend yield

 %

 On
October 9, 2024, the Company authorized the issuance of up to $ 500,000 in non-convertible promissory notes. Purchasers of the notes will
also be issued a common stock purchase warrant. The warrants shall be exercisable at a price of $ 2.00 per share and shall expire two
years after the issuance date.

 The
assumptions used to determine the fair value of the Warrants as follows:

 Expected life (years)

 2.00

 Risk-free interest rate

 3.95
 %

 Expected volatility

 323.21
 %

 Dividend yield

 %

 SCHEDULE
OF WARRANTS

 Number of Warrants

 Weighted Average Exercise Price

 Weighted Average Remaining Contract Term

 Intrinsic Value

 Outstanding, December 31, 2023

 —

 $
 —

 —

 $
 —

 Issued

 105,325

 $
 1.05

.50

 —

 Expired

 —

 $
 —

 —

 —

 Exercised

 —

 $
 —

 —

 —

 Outstanding, December 31, 2024

 105,325

 $
 1.05

.41

 $
 —

 F- 15

 NOTE
14 – 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 December 31, 2024 and 2023, 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.

 On
September 27, 2024, JMJ Associates, LLC transferred 75,000 Series A Preferred Shares it held to Evan Bloomberg pursuant to the Agreement
(Note 1).

 On
September 27, 2024, Beartooth Asset Holdings, LLC transferred 25,000 Series A Preferred Shares it held to Evan Bloomberg pursuant to
the Agreement (Note 1).

 NOTE
15 – OTHER RELATED PARTY TRANSACTIONS

 SCHEDULE OF RELATED PARTY TRANSACTIONS

 Name
 of Related Party

 Related
 Relationship

 Evan
 Bloomberg

 Principal
 Executive Officer of the Company, member of the Board of Directors

 John
 D. Murphy Jr.

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

 Paul
 Strickland

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

 Selkirk
 Global Holdings, LLC

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

 Green
 Horseshoe, LLC

 Significant
 shareholder

 Bruce
 Bent

 Significant
 shareholder

 OC
 Sparkle Inc.

 Significant
 shareholder

 Alpha
 Strategies Trading Software, Inc.

 Significant
 debt holder

 Loans
and Cash Advances

 John
D. Murphy, Jr., has at times directly paid for various company expenses. The amount was unsecured, non-interest bearing, and due on demand.
On December 5, 2023, the Company issued a Convertible Exchange Note to John Murphy, for the amount due of $ 144,501. During Q1 2024, $ 70,000
of the note was assigned to Alpha Strategies.

 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 year ended December 31, 2024 and 2023 the imputed interest was $ 0 and $ 8,835, respectively.

 F- 16

 NOTE
16 — 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 7 – Settlement Liability".

 See
"Note 8 - Settlement Liability – Related Party".

 NOTE
17 – 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)

 2024

 2023

 Tax expenses at statutory rate

 $
 32,400

 $
 38,490

 Tax effect of valuation allowance

 ( 32,400
)

 ( 38,490
)

 Tax expenses, net

 $
 —

 $
 —

 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

 2024

 2023

 NOL carryforwards

 $
 650,165

 $
 680,057

 Valuation allowance

 ( 650,165
)

 ( 680,057
)

 Deferred tax asset, net

 $
 —

 $
 —

 At
December 31, 2024, the Company had operating loss carry forwards of approximately $ 650,000. 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
18 — 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 has the following material subsequent events to disclose in these financial statements.

 On
March 7, 2025, the Company issued an 8 % Convertible Promissory Note in the principal amount of $ 50,000 to an Investor. The note matures
on March 6, 2026, and is convertible into shares of common stock at a 50 % discount of the average closing price during the ten trading
days prior to conversion.

 The
Company entered into a Line of Credit Agreement ("LOC"), made and entered into effective as of February 24, 2025, but is
effective as of the October 1, 2024 ("Effective Date") with NMG Media, LLC (the "Lender"). The Company received
a loan from the lender for $ 26,160 and is not memorializing that loan into a LOC. The LOC bears interest at 6 % and matures in 180 days.

 F- 17

 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

 During
the fourth quarter of the year ended December 31, 2024, 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, 2024, 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, 2024, 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
9B. 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.

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

 Name

 Age

 Position(s)

 Evan
 Bloomberg

 President,
 Chief Executive Officer and a Director

 Paul
 Strickland

 Secretary,

 Nicholas
 Cardosi

 Evan
Bloomberg – Mr. Bloomberg has over 13 years of experience in the SEM industry and has been a driving force behind integrating
machine learning and AI into marketing strategies. One of the early innovators in this space, Evan's technical vision has reshaped
how the company approaches automation and data-driven decision-making. A Georgetown University graduate with a degree in Computer Science,
Evan combined his technical knowledge with strategic marketing to push the boundaries of what's possible in SEM. His leadership
has been a cornerstone of the company's growth, driving both technological advancements and market expansion.

 Outside
of work, Evan's competitive nature shines through his background as a Division 1 track athlete and his dedication to Mixed Martial
Arts, where he holds an undefeated amateur record. His focus, discipline, and technical expertise have been key to the company's
continued innovation and success in the fast-evolving SEM and AI landscape.

 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.

 Nicholas
Cardosi – Mr. Cardosi has spent over 12 years building and managing high-impact partnerships in search engine marketing and
programmatic advertising. Throughout his career, he has held pivotal roles at Carbon DMP and Clicksco, where he was instrumental in establishing
and nurturing relationships with industry giants like Yahoo, Microsoft, and Google. As Partnerships Manager at Clicksco, Nick drove significant
growth by strategically aligning partnerships and securing long-term alliances with major players in the digital space. Building on this
success, Nick launched his consulting business, NDC Solutions, where he leverages his extensive network to broker valuable client partnerships.
These alliances open new revenue streams and innovative solutions to complex digital challenges. His vast connections and hands-on approach
make him a trusted expert known for forging partnerships that drive substantial opportunities and sustainable growth in digital advertising.
Nick is also a principal of CVC.

 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.

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 and director 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

 Compensation

 ($)

 Nonqualified

 Deferred

 Compensation

 Earnings ($)

 All Other Compensation

 ($) (2)

 Total

 Evan Bloomberg

 2024

 $
 64,893

 $
 8,000

 $
 1,000,000

 $
 -

 $
 -

 $
 -

 $
 -

 $
 1,072,893

 President, CEO, Director

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Paul Strickland

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Secretary, Director

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Nicolas Cardosi

 2024

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 2023

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Employment
Agreements

 On
October 23, 2024, the Company entered into a Management Agreement with Evan Bloomberg whereby Mr. Bloomberg agreed to provide management/CEO
services to the Company for a two-year term (automatically renewable for successive one-year periods), in exchange for (i) an annual
salary in the amount of $340,000, (ii) performance bonuses of up to 2.5% of the quarterly revenue generated by the Company, and (iii)
$1,000,000 in shares of Company common stock.

 Outstanding
Equity Awards at Fiscal Year-End

 As
of December 31, 2024, the Company had one outstanding equity award as follows: $1,000,000 in shares of Company stock payable to Evan
Bloomberg in accordance with his Management Agreement. The Shares shall be valued at the average closing price of the Company Stock on
the effective date of the Management Agreement, minus a fifty percent (50%) discount

Compensation

 As
of the date of this filing, we do not have any compensation agreements in place with any of our directors.

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

 The
following table sets forth, as of the date of this filing, 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., 1800 N Town Center Drive, STE
100, Las Vegas, NV 89144.

 Name of Beneficial Owner 5% Beneficial Owners

 Shares of
 Common
 Stock Beneficially Owned**

 Percent of
 Common
 Stock
 Owned(1)**

 Shares of
 Series A
 Preferred
 Stock
 Owned(2)**

 Percent of Series A
 Preferred
 Stock
 Owned**

 Number of
 Voting Shares
 Owned**

 Percent of
 Voting Shares
 Owned(3)**

 Green Horseshoe, LLC(5)

 55,146,328

 10.52
 %

 55,146,328

 <1
 %

 Stem Capital Consultants, LLC(6)

 55,000,000

 10.49
 %

 55,000,000

 <1
 %

 John D. Murphy

 5.0
 %

 <1
 %

 Directors and Officers

 Evan Bloomberg, President, CEO and a Director (1)(4)

 %

 95.02
 %

 Paul L. Strickland, Secretary and Director (1)

 5.0
 %

 <1
 %

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

 5.0
 %

 %

 26,296,292

 95.27
 %

 (1)

 The
 address for Mr. Bloomberg is 1800 N Town Center Drive, STE 100, Las Vegas, NV 89144, and the address for Mr. Strickland is 120 State
 Ave. NE, Olympia, WA 98501.

 (2)

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

 (3)

 Based
 on 523,925,844 shares of common stock outstanding as of December 30, 2024. 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)

 Consists
 of 100,000 shares of Series A Convertible Preferred Stock. Each share is (i) entitled to 100,000 votes on all matters submitted to
 shareholders for a vote, and (ii) convertible into 900 shares of the common stock of the Company. These shares are held individually
 Evan Bloomberg, the Chief Executive Officer and President of the Company and a member of its Board of Directors.

 (5)

 Consists
 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.

 (6)

 Consists
 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.

 Convertible
Notes

 On
October 5, 2022, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, ("Selkirk").
The Note matured October 5, 2023, had a 10% OID and was 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 was being funded through the direct payment of Company expenses. On September 26,
2024, Selkirk forgave all amounts due of $51,682 and $14,678, principal and interest, respectively. The total amount of $66,360 was credited
to additional paid in capital.

 On
April 6, 2023, the Company issued a $50,000, 10% convertible promissory note to Selkirk Global Holdings, LLC, (the "Note").
The Note matured April 5, 2024, had a 10% OID and was 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 was being funded through the direct payment of Company expenses. On September 26,
2024, Selkirk forgave all amounts due of $27,274 and $3,789, principal and interest, respectively. The total amount of $31,063 was credited
to additional paid in capital.

 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. On March 8, 2024, the Company repaid $70,000 of the loan. As of December 31, 2024, the note
is disclosed as $74,501, net of discount of $0. As of December 31, 2023, the note is disclosed as $12,042, net of discount of $132,459.

 Settlement
Liability

 On
September 17, 2020, the Company entered into a settlement agreement with Green Horseshoe, LLC., Inc. on its past due notes payable with
a principal balance of $285,206 and accrued interest of $296,670 representing a total amount of the settlement of $581,876. The settlement
amount is non-interest bearing.

 The
agreement calls for the Company's transfer agent to issue free-trading common shares to Green Horseshoe, LLC. at a conversion rate
of 50% of the average closing price of the Company's shares for the 10 prior trading days prior to any issuance notice issued by
Green Horseshoe, LLC. The Company shall issue its unrestricted common stock in one or more tranches of less than 10% of the Company's
then issued and outstanding shares until the agreed upon settlement is satisfied.

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

 On
May 6, 2024, this liability was assigned to Nicosel, LLC, a non-affiliate of the Company (Note 9).

 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.

 2024

 2023

 Audit fees

 $
 24,575

 $
 16,500

 Audit related fees

 $
 -

 $
 -

 Tax fees

 $
 -

 $
 -

 All other fees

 $
 -

 $
 -

 Total

 $
 24,575

 $
 16,500

 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 consolidated 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 consolidated
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, 2024.

 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

 10.1

 Management Agreement (E. Bloomberg)

 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 27, 2025

 BY:

 /s/
 Evan Bloomberg

 Chief
 Executive Officer, Principal Financial Officer, Director

 BY:

 /s/
 Paul Strickland

 Secretary,