SDR Drone, Inc. has filed a Current Report on Form 8-K disclosing two administrative orders from its corporate history under the name Hallmark Venture Group, Inc. The filing details the findings of the California and South Carolina regulators and outlines the company's plan to seek regulatory relief to continue its pending Regulation A offering.
The company identified two orders during a review of its corporate history following a change in control that closed on June 9, 2026. The first order, issued by the California Commissioner of Business Oversight on November 25, 2014, was a Desist and Refrain Order. The regulator found that the company, along with affiliated entities and officers, had misrepresented material facts regarding a securities offering. Specifically, the findings stated that the company guaranteed investors could sell shares for at least $1.00 within one year or $2.00 within two years, and failed to disclose that a named officer had filed for bankruptcy twice, in 1992 and 2002. The California Order imposed no monetary sanctions or business suspensions and has become final.
The second order, a Consent Order entered by the Securities Commissioner of South Carolina on July 27, 2018, involved a different set of respondents, including the company and Robert L. Cashman. The respondents consented to the order without admitting or denying the allegations of securities violations. The South Carolina Order permanently bars the consenting respondents from participating in the securities industry in that state. It also requires the respondents to jointly pay $25,000 to an investor referenced in the order and a civil penalty of $5,000 to the state's Securities Division. The company states it is awaiting confirmation of these payments but stands ready to pay them if necessary.
The company is currently assessing the impact of these orders on its pending offering statement on Form 1-A under Regulation A. Under Rule 262 of the Securities Act, the South Carolina Order disqualifies the company from relying on Regulation A. The company intends to pursue two forms of relief: requesting written advice from the South Carolina Securities Division that disqualification should not arise, and submitting a waiver request to the SEC's Division of Corporation Finance if that relief is unavailable. Additionally, the company has suspended activity in the Regulation A offering and amended its offering statement to describe the orders. The company also excluded South Carolina from the jurisdictions where it will offer or sell securities.
