UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549 |
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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
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Transition
Report on Form 10-K |
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☐ |
Transition
Report on Form 20-F |
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☐ |
Transition
Report on Form 11-K |
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☐ |
Transition
Report on Form 10-Q |
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☐ |
Transition Report on Form N-SAR |
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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: |
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Hallmark
Venture Group, Inc. |
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| Former Name if Applicable: |
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Not Applicable |
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| Address of Principal Executive Office (Street and
Number): |
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1800
N Town Center Drive, Suite 100 |
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| City, State and Zip Code: |
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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.)
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(a) |
The reason(s) described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense; |
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(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: |
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Paul
Strickland |
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(877) |
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646-4833 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
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| (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). |
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☒
Yes ☐ No |
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| (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? |
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☐
Yes ☒ No |
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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. |
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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 |
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By: |
/s/
Paul Strickland |
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Paul
Strickland |
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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).
