The professional employer organization said it signed a share exchange agreement to be acquired by Great Spirits Inc. (OTCBB: GSPS.OB), a publicly held shell company. The completed deal would give Hallmark's current shareholders approximately 62% of outstanding shares in Great Spirits, and Great Spirits' current CEO Brian Leftwich would own approximately 34%.

Hallmark plans to change Great Spirits' name after the deal and would apply for a new stock symbol. In addition, Hallmark reported it intends to acquire other PEOs throughout the U.S.

"We believe that the definitive agreement to acquire control of Great Spirits will represent a significant step in implementing our business plan to become a premier national professional employer organization," said Hallmark CEO Thomas Willis. "Upon closing of the transaction, we expect that our new status as a public company will enhance our efforts to expand operations, continue to identify quality acquisition candidates and provide us with the visibility and transparency required to access the capital markets."

The deal is subject to contingencies, but is scheduled to close in July.

New World Merchant Partners LLC acted as financial advisor to the parties.