United States securities and exchange commission logo
October 3, 2022
John D. Murphy, Jr.
Chief Executive Officer
Hallmark Venture Group, Inc.
5112 West Taft Road, Suite M
Liverpool, NY 13088
Re: Hallmark Venture
Group, Inc.
Registration
Statement on Form 10-12G
Filed September 8,
2022
File No. 000-56477
Dear John D. Murphy:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10
Liquidity and Capital Resources, page 22
1. We note your disclosure
regarding outstanding liabilities of $678,922 and $646,135,
respectively, the
majority of which were amounts owed to a related party. Please
reconcile this
disclosure with the disclosure under Certain Relationships and Related
Transactions on page 29
and your disclosure regarding settlement liability on page 31.
Security Ownership of Certain Beneficial Owners and Management, page 26
2. Please identify the
natural person or persons who, directly or indirectly, exercise sole or
shared voting and/or
investment powers with respect to the shares held by each 5% owner
who is not a natural
person.
John D. Murphy, Jr.
Hallmark Venture Group, Inc.
October 3, 2022
Page 2
3. We note the numerous issuances of common stock to Green Horseshoe, LLC
and its
affiliates disclosed on page 31 and elsewhere. Please clarify the
aggregate holdings of
Green Horseshoe and its affiliates and tell us the amount of the
settlement liability
outstanding. Reconcile these amounts with those in the principal
shareholder table on
page 26. Also, describe any relationship Green Horseshoe has with any
related party of
the company and revise your related party disclosure accordingly.
Directors and Executive Officers, page 27
4. Please provide support for your statement in the description of John
Murphy's experience
that strong financial controls and tenant relations have resulted in
occupancy percentages
and retention rates far above national averages.
Certain Relationships and Related Transactions, page 29
5. Please update this section for the most recent interim period. Also
disclose all related
party transactions including, for example, the February 1, 2022
promissory note and the
2022 transactions with management referenced on page F-21 of the
financial statements.
See Item 404(d) of Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at 202-551-3713 with
any other
questions.
Sincerely,
FirstName LastNameJohn D. Murphy, Jr.
Division of
Corporation Finance
Comapany NameHallmark Venture Group, Inc.
Office of Real
Estate & Construction
October 3, 2022 Page 2
cc: Edward C. Normandin, Esq.
FirstName LastName