SecProbe.io

CORRESP
1
filename1.htm

MICHAEL
T. CAMPOLI

Partner

DIRECT
TEL: 212-326-0468

mcampoli@pryorcashman.com

February
14, 2023

Via
Edgar

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Hallmark
    Venture Group, Inc.

    Registration
    Statement on Form 10-12G

    Filed
    January 17, 2023

    File
    No. 000-56477

Ladies
and Gentlemen:

On
behalf of Hallmark Venture Group, Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the “SEC”) contained in your letter dated February 7, 2023 (the “Comment
Letter”) relating to the Registration Statement on Form 10-12G (the “Form 10”) originally filed by the Company on January
17, 2023. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment
Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized
terms used and otherwise not defined herein shall have the meanings assigned to such terms in the Form 10. We hereby file via EDGAR our
response to the Comments containing or describing disclosure to be included in Amendment No. 1 (“Amendment No. 1”) to the
Form 10.

The
Company has asked us to convey the following responses to the Staff:

Registration
Statement on Form 10

Certain
Relationships and Related Transactions, page 29

1. We
                                            note your revisions in response to prior comment 1. Please revise the outstanding balance
                                            payable to Mr. Murphy as a result of the foregoing loans as of September 30, 2022 or advise.
                                            Also please disclose the balance of the settlement liability with Green Horseshoe, LLC as
                                            of the most recent practicable date. Also, revise your disclosure in this section to address
                                            the October 5, 2022, $50,000 10% convertible promissory note issued to Selkirk Global Holdings,
                                            LLC.

Response:

In
response to your comments, we have revised the disclosure under “Item 7 – Certain Relationships and Related Transactions”
in Amendment No. 1 to reflect that the outstanding balance payable to Mr. Murphy as a result of the loans described in this section as
of September 30, 2022 was $$144,501.

Also
in response to your comments, we have revised the disclosure under “Item 7 – Certain Relationships and Related Transactions”
in Amendment No. 1 to disclose that the balance of the settlement liability with Green Horseshoe, LLC as of January 31, 2023, after giving
effect to the issuances of shares of common stock as described in this section, was $241,413.77.

Further,
we have revised the disclosure under “Item 7 – Certain Relationships and Related Transactions” in Amendment No. 1 to
address the October 5, 2022, $50,000 10% convertible promissory note issued to Selkirk Global Holdings, LLC.

*
* *

    Securities
    and Exchange Commission

    February
    14, 2023

    Page
    2

If
the Staff has any questions or comments with respect to the foregoing, or would like to discuss the Form 10 or this response letter,
please feel free to call or email the undersigned at (212) 326-0892 or at enormandin@pryorcashman.com, as applicable

    Very
    truly yours,

    /s/
    Michael T. Campoli

    Michael
    T. Campoli, Partner

    Pryor
    Cashman LLP

    cc:
    John
    D. Murphy, Jr.

    Hallmark
    Venture Group, Inc.

    Edward
    C. Normandin, Esq.

    Pryor
    Cashman LLP