Hallmark Venture (HLLK) delays Q1 2026 Form 10-Q, expects filing within five days

Rhea-AI Filing Summary

Hallmark Venture Group, Inc. filed a Form 12b-25 notification stating it requires additional time to complete its Quarterly Report on Form 10-Q for the period ended March 31, 2026. Management and the independent registered public accounting firm have not completed their review of the unaudited interim condensed financial statements and related disclosures. The company anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date under Rule 12b-25(b)(2)(ii). The registrant signed the notification on May 15, 2026, and states no significant change in results of operations is anticipated for the quarter, noting it remains a shell company with limited operations.

Insights

Corporate Reporting Specialist

Filing delay due to outstanding accounting review; routine relief sought under Rule 12b-25.

The notification states the company and its independent accountants need additional time to finalize unaudited interim condensed financial statements and related notes for the quarter ended March 31, 2026. The company expects to file within the fifth calendar day following the prescribed due date under Rule 12b-25(b)(2)(ii).

Timing is governed by the accountant review completion; cashflow and transaction details are not disclosed. Subsequent filings will confirm whether the Form 10-Q was filed within the stated cure period.

Key Figures

Period Ended: March 31, 2026 Anticipated Cure Window: fifth calendar day Notification Date: May 15, 2026

3 metrics

Period Ended March 31, 2026 Quarter covered by the delayed Form 10-Q

Anticipated Cure Window fifth calendar day Filing expected under Rule 12b-25(b)(2)(ii)

Notification Date May 15, 2026 Date the Form 12b-25 was signed

Key Terms

Rule 12b-25, Form 10-Q, shell company

3 terms

Rule 12b-25 regulatory

"The Company anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date in accordance with Rule 12b-25(b)(2)(ii)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"The registrant requires additional time to complete and file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

shell company other

"The Company remains a shell company with limited operations"

A shell company is a legal entity that exists on paper but has little or no active business operations or significant assets—think of it like an empty storefront or a mailbox with a business name. Investors should care because shells can be used for legitimate purposes like simplifying a merger, but they also carry higher risks: unclear value, limited revenue or disclosure, potential for fraud, and sudden price swings when a real business is introduced or hidden liabilities surface.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 12b-25	SEC FILE NUMBER	000-56477
NOTIFICATION OF LATE FILING	CUSIP NUMBER	406268201

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: March 31, 2026

	☐	Transition Report on Form 10-K
	☐	Transition Report on Form 20-F
	☐	Transition Report on Form 11-K
	☐	Transition Report on Form 10-Q
	☐	Transition Report on Form N-SAR
	For the Transition Period Ended: N/A

Read attached Instruction Sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable.

PART I — REGISTRANT INFORMATION

Full Name of Registrant:		Hallmark Venture Group, Inc.
Former Name if Applicable:		Not Applicable
Address of Principal Executive Office (Street and Number):		1800 N Town Center Drive, Suite 100
City, State and Zip Code:		Las Vegas, Nevada 89144

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

☒	(a)	The reason(s) described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☐	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant, Hallmark Venture Group, Inc. (the “Company”), requires additional time to complete and file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”). The Company’s review process with its independent registered public accounting firm has not been completed as of the prescribed due date.

The Company’s management and its independent accountants require additional time to finalize the unaudited interim condensed financial statements and related notes and disclosures to ensure the accuracy and completeness of the information to be contained therein. The Company is working diligently with its accountants to complete the review and finalize the Form 10-Q.

The Company anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date in accordance with Rule 12b-25(b)(2)(ii) under the Securities Exchange Act of 1934, as amended.

PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification:
	Paul Strickland		(877)		646-4833
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	☒ Yes      ☐ No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☐ Yes     ☒ No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	No significant change in results of operations is anticipated for the quarter ended March 31, 2026 as compared to the corresponding period in the prior fiscal year. The Company remains a shell company with limited operations, and its results of operations during the quarter consisted primarily of general and administrative expenses incurred in connection with maintaining the Company’s public reporting status.

Hallmark Venture Group, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	May 15, 2026		By:	/s/ Paul Strickland
				Paul Strickland
				Chief Executive Officer and Principal Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

What did Hallmark Venture Group (HLLK) file with the SEC?

The company filed a Form 12b-25 notification stating it needs more time to file its Form 10-Q for the period ended March 31, 2026. The notice was signed on May 15, 2026 and cites an incomplete accountant review.

When does Hallmark expect to file the delayed Form 10-Q?

Hallmark anticipates filing the Form 10-Q on or before the fifth calendar day following the prescribed due date under Rule 12b-25(b)(2)(ii). The company is working with its independent accountants to complete the review.

Will the delayed filing reflect a significant change in results for the quarter?

The company states no significant change in results of operations is anticipated for the quarter ended March 31, 2026. It notes it remains a shell company with limited operations and mainly incurred general and administrative expenses.

Who signed the Form 12b-25 for Hallmark Venture Group?

The notification was signed by Paul Strickland, Chief Executive Officer and Principal Financial Officer, on May 15, 2026. He is listed as the contact for the notification.