UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2024
HALLMARK VENTURE GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-56477
| florida | 34-2001531 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
5112 West Taft Road, Suite M, Liverpool, NY |
13088 | |
| (Address of principal executive offices) | (Zip Code) |
877-646-4833
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares | HLLK | OTC Markets |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT
On February 27, 2024, John D. Murphy, Jr., acting as the control person of JMJ Associates, LLC (“Murphy”), and Paul Strickland, acting as control person for Selkirk Global Holdings, LLC and Beartooth Asset Management, LLC (“Strickland”), delivered a Notice of Default and Termination letter to Steven Arenal and Aurum International Ltd. Subsequently, on February 28, 2024, Murphy and Strickland held a Special Meeting of Shareholders to remove Steven Arenal as director and officer of the Company and cancel the all of the agreements associated with the January 11, 2024 Change of Control Agreement (the “CoC Agreement”) by and between Murphy, Strickland, and Steven Arenal and Aurum International Ltd., cancel certain stock transfers and assignments held in escrow, terminate certain Anti Dilution Agreements, debt cancellation agreements, and a partial debt cancellation agreement, and reverse the change of principal place of business, returning to 5112 West Taft Road, Suite M, Liverpool, NY 13088, due to the failure to perform, and being in default of, the obligations of the Escrow Agreement to delivery Cash Consideration.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AND OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT;
The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K
Item 5.01, Changes in Control of Registrant;
Pursuant to the Change of Control Agreement signed by and between the parties described in Item 1.02 above, the Series A preferred shares that represent 95% of the controlling vote of the Company are no longer pledged to Aurum International Ltd. because the Change of Control Agreement has been Terminated.
Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers;
On February 28, 2024, Steven Arenal was removed as Director of the Company and Chief Executive Officer, President, and Secretary of the Company, by a Special Meeting of Shareholders.
On February 28, John D. Murphy, Jr. was reinstated as Director and President and CEO of the Company by way of a Special Meeting of Shareholders.
On February 28, 2024, Paul Strickland was reinstated as Director and Secretary of the Company by way of a Special Meeting of Shareholders.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT INDEX
| Exhibit Number | Description | |
| 10.01 | NOTICE OF DEFAULT and TERMINATION | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 28, 2024
| Hallmark Venture Group, Inc. | ||
| By: | /s/ John D. Murphy, Jr. | |
| Name: | John D. Murphy, Jr. | |
| Title: | President and Chief Executive Officer | |
| 3 |
Exhibit 10.01
NOTICE OF DEFAULT and TERMINATION
February 27, 2024
VIA Email
Aurum International Ltd.
1633 East Fourth Street Suite 148
Santa Ana, CA 92701
Attn: Mr. Steven Arenal
| Re: | Hallmark Venture Group, Inc. (the “Company” or “HLLK”) Agreements |
Dear Mr. Arenal:
We refer to the January 11, 2024 Change of Control Agreement (the “CoC Agreement”) by and between John D. Murphy, Jr. and JMJ Associates, LLC, an entity controlled by John D. Murphy, Jr. (“Murphy”), and Paul Strickland, and Selkirk Global Holdings, LLC, and Beartooth Asset Holdings, LLC, both entities controlled by Paul Stirckland (“Strickland”), and, you, Steven Arenal and Aurum International Ltd., an entity controlled by you (“Aurum”), certain stock transfers and assignments, Anti Dilution Agreements, debt cancellation agreements, and a partial debt cancellation agreement, and cash consideration to be paid to Murphy pursuant to the provisions of the Escrow Agreement between the Parties. Finally, those board resolutions whereby the Company officially moved its place of business to 26 Wilshire Blvd., Suite 410, Los Angeles, California 90017, and nominated and elected you to the board of directors and appointed you President and CEO of the Company.
As of the close of business, being 5pm eastern standard time, on this day, February 27, 2024, we are hereby giving you notice of default of certain obligations you agreed to in the Change of Control Agreement and Escrow Agreement, specifically the obligation to deliver the Cash Consideration within 6 weeks of the execution of the Escrow Agreement that was signed on January 16, 2024.
We are also given you notice of Termination of all of the foregoing agreements.
Murphy and Strickland, still the controlling shareholders of the Company, will hold a special meeting of shareholders and remove you from the Board and all positions you may hold with the Company, and restore the Company to its previous place of business.
Pursuant to disclosure requirements, we will make formal announcements of Aurum’s Default and the Termination of the aforementioned agreements.
Our business is now concluded.
/s/ John D. Murphy, Jr.
/s/ Paul Strickland