Hallmark Venture Group, Inc. Liquidation Value

Hallmark Venture Group, Inc. (HLLK) is a self-described shell company with no active business operations as of December 31, 2025. Under the liquidation lens, recovery to equity is deeply negative. Total assets of $3,382 consist entirely of cash; total liabilities of $349,258 are all current, yielding a book stockholders' deficit of ($345,876). Applying the liquidation lens produces no meaningful haircut improvement: cash at $3,382 recovers at 100%, but liabilities at face value ($349,258) produce a liquidation value of approximately ($345,876) — consistent with the MFFAIS CLV/LLV/OLV of ($349,258). The minor discrepancy reflects the $3,382 in cash offsetting the liability stack.

The period saw substantial balance sheet restructuring. The company entered 2025 carrying approximately $320,946 in notes payable and $100,000 in a convertible note (Nicosel LLC), plus $146,799 in a legacy 3a(10) settlement liability, $510,154 in derivative liabilities, and $303,262 in discontinued-operations liabilities (Jubilee Intel). By year-end, all notes payable were settled (primarily through dilutive debt-to-equity conversions), the settlement liability was extinguished via stock issuance, and the Jubilee subsidiary was deconsolidated. The net effect reduced the gross liability stack significantly, but $349,258 in current liabilities remain — predominantly accounts payable/accruals ($191,266), related-party payables, a convertible note to Nicosel LLC ($36,131 net of discount, $55,200 face), derivative liability ($102,670), and stock payable ($34,690).

The 2024 comparative period was restated: management identified six material errors including $555,195 in improperly recognized revenue (reversed), a $105,326 note receivable fully reserved, a $52,355 cash misclassification to a related party, and several accrual cutoff errors. Aggregate restatement increased the 2024 net loss by $826,206 and the accumulated deficit by $806,206. The current period accumulated deficit stands at ($3,745,941).

During 2025, the company issued 50 million shares to related party Beartooth Asset Holdings as part of a contemplated restructuring, with no definitive merger agreement in place. This dilutive issuance, combined with multiple discounted debt-to-equity conversions at 50% of market, has expanded the share count to approximately 64 million (post 1-for-500 reverse split). The derivative liability ($102,670) relates to a single remaining convertible note (Nicosel, 6%, $55,200 face, maturing July 2026) with a 50% conversion discount and a Black-Scholes volatility input of 555%. Subsequent to year-end, this note was fully converted (January 15, 2026). NOL carryforwards of $4.0 million carry zero recovery value given the full valuation allowance. The filing discloses ongoing material weaknesses in internal controls, no audit committee, and a single officer/director controlling all company functions.