SDR Drone Inc.

10/27/2026 | Press release | Distributed by Public on 10/27/2026 13:47

Bad Actor Waiver (Form 8-K)

Re: Bad Actor Waiver
SC File No. 20166600-Consent Order Entered July 27, 2018, with SDR Drone, Inc., f/k/a Hallmark Venture Group, Inc.

To Whom It May Concern:

The Securities Division of the South Carolina Attorney General's Office (the "Division") issues this letter regarding the bad actor disqualifiers under the Securities Act of 1933 in relation to SDR Drone, Inc., f/k/a Hallmark Venture Group, Inc., a Florida corporation (the "Company") and the Consent Order entered into with the South Carolina Securities Commissioner on July 27, 2018 (the "Consent Order").

Under Paragraph A of the Consent Order, the Company agreed that it, along with every successor, affiliate, control person, agent, servant, and employee, and every entity owned, operated, or indirectly or directly controlled by or on behalf of the Company, would be permanently barred from participating in any aspect of the securities industry in or from the State of South Carolina. Nothing contained in this letter intends to modify, amend, rescind, limit, waive, or vacate that bar, which shall remain in full force and effect in the State of South Carolina.

The Company has made a number of representations to the Division, including that: (i) it has satisfied in full the payments required by Paragraphs B and C of the Consent Order; (ii) in 2020, the management of the Company changed; (iii) none of the persons involved with the Company as executive officers, consultants, or business partners at the time of the Consent Order has been associated with the Company in any capacity since as least August 2020; and (iv) the Company will not offer or sell securities in or from the State of South Carolina.

The Division advises staff of the Securities and Exchange Commission (the "SEC") that disqualification under Rule 262(a) of the Securities Act of 1933 (17 C.F.R. §230.262(a)), Rule 506(d)(1) of Regulation D (17 C.F.R. §230.506(d)(1)), and Rule 503(a) of Regulation Crowdfunding (17 C.F.R. §227.503(a)), should not arise with respect to the Company as a consequence of the Consent Order. This advice is furnished pursuant to 17 C.F.R. §230.262(b)(3), 17 C.F.R. §230.506(d)(2)(ii) and 17 C.F.R. §227.503(b)(2).

The advice in this letter: (i) does not authorize any offer or sale of securities in or from the State of South Carolina by the Company or by any other person, and does not constitute a registration, exemption, or approval under the South Carolina Uniform Securities Act of 2005 (the "Act"); (ii) extends only to the Company and to no other Respondent named in the Consent Order; (iii) expresses no view on the merits of any offering by the Company, on the adequacy or accuracy of any disclosure made in any offering, or on the availability of any exemption other than as expressly stated above; (iv) is given in reliance on the written representation of the Company that no Respondent named in the Consent Order, and no person barred by it, serves or will serve as a director, officer, employee, consultant, promoter or agent of the Company, nor will such person be issued any voting equity in the Company; (v) is given in reliance on the written representation of the Company that the Company will notify the Division in writing within 10 days of any change in the facts as represented to the Division in its September 17, 2026, request letter; and (vi) is given in reliance on the written representation of the Company that the Company will disclose the existence of the Consent Order in any of its offering circulars, registration statements, and private placement memoranda.

Sincerely yours,

J. Louis Coté III

Senior Assistant Attorney General

Securities Division

cc: SDR Drone, Inc.
Newlan Law Group, PLLC

Rembert C. Dennis Building ● Post Office Box 11549 ● Columbia, SC 29211-1549 ● Telephone 803-734-3970 ● Telefax 803-734-3677

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