UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-K 

(Mark one) 

For the Year Ended June 30, 20222023

or 

For the transition period from ____________ to __________

Commission File Number: 333-227029333-180954 

F

6605 Abercorn, Suite 204

Savannah, GA 31405

(Address of principal executive offices (Zip Code) 

(912) 253-0375 

Registrant’s telephone number, including area code 

Securities registered pursuant to Section 12(b) of the Act: None 

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒☐ No ☐☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yesdays. Yes ☒ No ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging“emerging growth company"company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex- change Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $423,037$1,304,772 on the closing sale price of the registrant’s common stock on June 30, 20222023 of $0.028$0.24 per share.

The number of shares of registrant’s common stock outstanding as of December 14, 2022October 13, 2023 was 42,270,815.5,552,222.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This annual report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Hawkeye Systems, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Hawkeye”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions, and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management'smanagement’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

Item 1. Description of Business

General

We were incorporated on May 15, 2018 in the State of Nevada. We are currently pursuing opportunities to invest in, acquire, merge or consolidate with a target business participating in diversified industries, such as affordable housing development, and technology holding company, ourapplications to mitigate the effects of climate change. Our previous focus was on pandemic management products and services. We are currently seeking other opportunities, while actively trying to liquidate mask inventory and wind-up existing deals. The Company looks to license and acquire technology that improves life and to work with partners to develop cutting edge, “smart” products for a variety of markets. From inception until the date of this filing our activities have primarily consisted of (i) the incorporation of our company, (ii) the development of our business plan and the evaluation of strategic investment and business development strategies, (iii), recruiting and adding additional consultants and employees, and (iv) liquidating our stock of personal protective equipment (“PPE”) products through numerous sources.

Our business office is located at 6605 Abercorn, Suite 204, Savannah, GA 31405. Our telephone number is 912-388-6720 and our website is www.hawkeyesystemsinc.com.

Business Description

From inception and until July of 2021, the Company focused on selling personal protective equipment (“PPE”). In July 2021, the Company’s management determined to cease the Company’s operations as a seller of PPE, deeming that continuing operations in that sector was not a productive use of the Company’s resources.

Our current business plan is to serve as a vehicle for the acquisition ofacquire, merge or merger or consolidationconsolidate with another company (a “target business”). We intend to use capital stock, debt or a combination of these to effect a business combination with a target business which we believe haswith significant growth potential. The business combination may be with a financially stable, mature company or a company that is in its early stages of development or growth, which could include companies seeking to obtain capital and to improve their financial stability.

We will not restrict our search for target businesses to any particular industry. Rather, we may investigate businesses of essentially any kind or nature and participate in any type of industry that may, in our management’s opinion, meet our business objectives as described in this annual report. We emphasize that the description in this report of our business objectives is extremely general and is not meant to restrict the discretion of our management to search for and enter into potential business opportunities. We have not chosenidentified the modular construction industry or businessand targeted North America’s housing shortage in which we will engagethe single-family and multi-family homes. We have not conducted any market studies with respect to any business or industry for you to evaluate the possible merits or risks of the target business or the industry in which we may ultimately operate.this industry. To the extent we enter into a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries that experience rapid growth. In addition, although we will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community, who may present solicited or unsolicited proposals. Our officers and directors and their affiliates may also bring to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage such firms in the future, in which event, we may pay a finder’s fee or other compensation for such introductions if they result in consummated transactions. These fees are customarily between 5% and 25% of the size of the overall transaction, based upon a sliding scale of the amount involved and a variety of other factors.

Selection of a target business and structuring of a business combination

Our management will have significant flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in connection with effecting a business combination consistent with our business objective. In connection with our evaluation of a prospective target business, we anticipate that we will conduct an extensive due diligence review that will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as a review of financial or other information that will be made available to us.

We will endeavor to structure a business combination to achieve the most favorable tax treatment to us, the target business and both companies’ stockholders. We cannot assure you, however, that the Internal Revenue Service or appropriate state tax authority will agree with our tax treatment of the business combination.

Until we are presented with a specific opportunity for a business combination, we are unable to ascertain with any degree of certainty the time and costs required to select and evaluate a target business and to structure and complete the business combination. We have two full-time employees devoting their time to our affairs. Any costs incurred in connection with the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital otherwise available to complete a business combination.

Limited ability to evaluate the target business’ management

Although we intend to scrutinize the management of a prospective target business before effecting a business combination, we cannot assure you that our assessment of the target’s management will prove to be correct, especially considering the possible inexperience of our officers and directors in evaluating certain types of businesses. In addition, we cannot assure you that the target’s future management will have the necessary skills, qualifications, or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our officers and directors will remain associated in some capacity with us following a business combination, it is unlikely that any of them will devote their full efforts to our affairs after a business combination. Moreover, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the target business.

We may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you, however, that we will be able to recruit additional managers who have the requisite skills, knowledge, or experience necessary to enhance the incumbent management.

Investment Company Act

The Investment Company Act of 1940 (the “Investment Company Act”) defines an “investment company” as any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. We may participate in a business or opportunity by purchasing, trading, or selling the securities of a business. However, as we do not intend to engage primarily in these activities, we believe that we do not fall under the Investment Company Act’s definition of investment company, and we do not intend to register the Company as an “investment company” under the Investment Company Act. We do not believe that registration under the Investment Company Act is required based upon our proposed activities. We intend to conduct our activities so as to avoid being classified as an “investment company” and avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and its regulations.

The Investment Company Act may, however, also be deemed to be applicable to a company that does not intend to be characterized as an “investment company” but that, nevertheless, engages in activities that may be deemed to be within the definition and scope of certain provisions of the Investment Company Act. While we do not believe that our anticipated principal activities will subject us to regulation under the Investment Company Act, we cannot assure you that we will not be deemed to be an “investment company,” especially during the period prior to a business combination. In the event we are deemed to be an “investment company,” we may become subject to certain restrictions relating to our activities and regulatory burdens, including:

and have imposed upon us certain requirements, including:

In the event we are characterized as an “investment company,” we would be required to comply with these additional regulatory burdens, which would require additional expense.

Intellectual Property

The Company currently does not own any intellectual property, and directly acquiring the intellectual property of a third party is not part of our current strategy.

Regulation

In our current business we are subject to local, state, federal and foreign governmental laws and regulations. Upon completion of an acquisition, we willmay have significant additional regulation based on the nature of the business.

Investment in HIE LLC

On July 17, 2020, the Company entered into a membership agreement with Eagle Equities LLC (“Eagle”) and Ikon Supplies (“Ikon”) for the purpose of procuring, funding the purchase of and sale of PPE (the “Membership Agreement”). To pursue this objective, the parties agreed to form a Nevada limited liability company, HIE, LLC (“HIE”). According to the terms and conditions of the Membership Agreement, HIE would be terminated and dissolved upon the earliest to occur of: (i) the sale of HIE’s interest in the procurement, financing, transportation, sale and disposition of PPE; (ii) the refusal or inability of any party to comply with the requirements, obligations or stipulations of the Membership Agreement; (iii) the unanimous agreement of the parties; or (iv) the order of a court of competent jurisdiction. Eagle, Ikon and the Company would participate each in 33% of any net profits generated by HIE. Eagle contributed to HIE by providing and arranging to procure a loan (the “Origination Loan”), sufficient to cover all capital needed for each PPE purchase (a “Deal”); and additional funds, as needed, to cover additional expenses towards the costs of goods (“Additional Contribution”). The Company contributed by assigning its agreement to purchase gloves and agreed to issue convertible promissory notes to Eagle to secure the Origination Loan and any Additional Contribution. The parties agreed to pay an equal portion of all administrative expenses incurred by HIE. In the event of a loss of capital, all parties shallwould contribute to repay the Origination Loan and Additional Contribution with each paying 33.3% of the loss.

The proceeds of each Deal shall be first distributed to Eagle, as repayment for any Additional Contribution. The next proceeds will be allocated to the repayment of the Origination Loan. After the Origination Loan is repaid, net proceeds will be distributed as follows: (i) Eagle shall receive the greater of $0.25 per box of gloves or 33.3% of the net proceeds. If net proceeds are more than $0.25, but less than $0.75 per box, once the first $0.25 is paid to Eagle, the Company and Ikon will share in the remaining profits equally. If the net profits are more than $0.75 per box, all the parties will receive 33.3% of the net profits. Net losses shall be allocated between the parties which each being allocated 33.3%.

HIE will beis managed by a manager appointed by the parties in accordance with a policy established by the policy committee. Each of the Company and Ikon will have 25 votes in the policy committee and Eagle will have 50 votes.

In October 2022, HIE provided thehas no activities and has been wound up in fiscal year 2023.  The Company with its financial statements. HIE incurredhas recorded a net gain/loss of $0 and a net gain of $59,208 between July 01, 2021during fiscal years 2023 and June 30, 2022, and a net loss of 1,385,962 between July 01, 2020 to June 30, 2021,respectively, of which the Company has recorded a gain/loss on investment of $0 and a gain on investment of $19,736, and a loss on investment of $461,987, in fiscal year endended of June 30, 2023, and 2022, respectively.

Investment in CNTNR USA, Inc.

On February 27, 2023, the Company as “Lender” and 2021, respectively.CNTNR USA, Inc., a Delaware corporation (“CNTNR”), as “Borrower” executed a promissory note (the “Original CNTNR Note”). CNTNR borrowed $200,000 from the Company under the Original CNTNR Note.

On April 6, 2023, the Company as “Lender” and CNTNR as “Borrower” executed a restated promissory note (the “Restated Note”). The principal amount of the Restated Note is $1,000,000, accruing annual interest at a rate of 12%, the Restated Note takes into account the $200,000 borrowed under the Original CNTNR Note. The maturity date of the Restated Note is: (i) the closing of a material debt or equity financing by CNTNR; or (ii) September 30, 2023, whichever occurs first. The Restated Note includes warrant coverage of one warrant issued for every one share of CNTNR issued in repayment of the principal amount of the Restated Note. The warrants shall be exercised with a 30% discount over the fair market value of the shares of CNTNR and expire 36 months after April 6, 2023. Pursuant to the terms of the Restated Note, CNTNR paid a commitment fee to the Company equivalent to 5% of the principal amount of the Restated Note; and a consulting fee of $5,000 per month, beginning on March 1, 2023. Upon maturity of the Restated Note, CNTNR shall pay all principal and interest due under the Restated Note and issued the equivalent of 10% of its issued and outstanding shares to the Company. If CNTNR defaults on repayment at maturity, then it shall issue 15% of its issued and outstanding shares to the Company. Warrant coverage applies over the shares issued at repayment, either over 10% of CNTNR’s outstanding shares if the Restated Note is repaid on or before its maturity date, or 15% of CNTNR's outstanding shares if the Borrower is in default.

To fund the Company’s investment in CNTNR, the Company and Steve Hall, a Company shareholder holding 37% of the issued and outstanding shares of the Company’s Common Stock, executed a promissory note on March 29, 2023 (the “Hall Note”). The principal amount under the Hall Note was $1,000,000, accruing interest at a rate of 12% per year. The maturity date of the Hall Note was: (i) the closing of a debt financing, or (ii) May 31, 2023, whichever occurs first. At the maturity date, the Company shall pay Steve Hall all accrued principal and interest under the Hall Note, and transfer to Steve Hall 90% of the shares of CNTNR issued to the Company and 90% of the warrants issued under the Restated Note. As on the date of this report, the Company and Steve Hall are currently working towards a restructuring of the Hall Note.

Company Policies

The Company has adopted the following policies: (i) code of conduct policy; (ii) information security policy; and (iii) public company communication policy.

Employees

The Company currently has two full timeno employees.

Legal Proceedings 

The Company is not currently a party to any material legal proceedings and is not aware of any material threatened litigation.

Offices

Our current executive offices are provided by the management of the Company. We do not pay any rent, and there is no agreement to pay any rent in the future.

Item 1A. Risk Factors.

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 1B. Unresolved Staff Comments

We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2. Properties.

We own no properties related to our operations. We operate from business offices provided by our executive officers.

Item 3. Legal Proceedings.

On September 19, 2019, the Company entered into a Stock Purchase Agreement with Radiant Images, Inc., a California corporation (“Radiant”), as well as Radiant’s shareholder Gianna Wolfe (“Wolfe”) and key employee, Michael Mansouri (“Mansouri”), pursuant to which the Company would acquire 100% of the shares of common stock (the “Shares”) of Radiant from Wolfe, resulting in the acquisition of Radiant. In April 2020, the Company received notice from Radiant of their intent to terminate the Company’s acquisition agreement. Although the Company believes that the termination is not legally valid, the Company ceased further discussions with respect to the acquisition and engaged counsel to pursue litigation for repayment of amounts due by Radiant. The Company’s investment in Radiant was structured as a revolving note has been classified as a Note Receivable from Radiant due with accrued but unpaid interest. Pursuant to the terms of the revolving note, Radiant is required to repay the money already invested to Hawkeye with interest. The note receivable was issued on April 26, 2019, is due upon demand of the Company at any time commencing April 26, 2020. The interest rate on the note is 12% and accrues daily on the outstanding balance. At June 30, 2020 interest income of $154,042 had been accrued on the note. Under accounting treatment, this note and interest are impaired on our balance sheet while we resolve this dispute. We had filed a complaint against Radiant and its principals and intended to vigorously pursue this matter and litigation. The dispute was amicably resolved by the parties by means of a Settlement Agreement and Release of All Claims dated November 17, 2021, whereby the Company as “plaintiff” and “cross-defendant” released, and was in turned released, by Radiant, Gianna Wolfe and Michael Mansouri from any and all claims in connection with the stock purchase agreement and revolving note. No payment was due to or made by the Company in connection with the settlement and release of this action.

On November 13, 2019, 5W Public Relations LLC (“5W”) filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. Hawkeye vigorously disputed the allegations in the complaint as 5W Public Relations provided virtually no services to Hawkeye during the term of this arrangement but was paid a substantial amount of funds. Hawkeye engaged counsel to provide counterclaims for failure of consideration, fraud in the inducement, general fraud, and other causes of action. This proceeding was resolved by a Stipulation of Settlement dated May 19, 2022, filed with the Supreme Court of the State of New York. The Company settled all of 5W’s claims for the sum of $30,000. 

Other than the foregoing, we are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

Item 4. Mine Safety Disclosures.

Not applicable

PART II 

Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Our common stock is quoted on the OTC Bulletin Board under the symbol “HWKE”. On June 12, 2019, the Company obtained clearance to trade on OTC Markets and on September 12, 2019, the Company’s stock began trading on the OTCQB market maintained by OTC Markets. Quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions. The closing sale price of our common stock on December 14, 2022October 13, 2023 was $0.018$0.17 per share.

Below is a table indicating the range of high and low closing price information for the common stock as reported by the OTC Markets Group for the periods listed. These prices do not necessarily reflect actual transactions.

Holders

As of December 14, 2022,October 13, 2023, there were approximately 98341 record holders of our common stock. This does not include the holders of our common stock who held their shares in street name as of that date.

Dividends

We have never paid or declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future but rather intend to retain future earnings, if any, for reinvestment in our future business. Any future determination to pay cash dividends will be in compliance with our contractual obligations and otherwise at the discretion of the board of directors and based upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

Transfer Agent

Our registrar and transfer agent is VStock Transfer, LLC.

Recent Sales of Unregistered Securities

Convertible Promissory Note 1Restricted Common Stock – Steve Hall

On April 6, 2020, and December 15, 2020, the Company andissued two convertible notes payable of $250,000 each to Steve Hall (the “Lender”), an investor who holds 75% of the Company’s shares of common stock, entered into a convertible promissory note agreement for the principal amount of $250,000Hall. Both notes have one year term with simple interest accruing at 10% per annum if repaid within 90 days, and simple interest accruing at 20% per annum if repaid thereafter. The convertible note was extended to April 6, 2022. At the option of holder, thethis note is convertible into shares of common stock of the Company at any time during thewhich is six months followingfrom the date of issuance until the one-year anniversary ofthrough that date which is one year from the date of issuance at a conversion price of $0.25 per share.

On September 1, 2021, the Company authorized the issuance of 8,829,910 shares of common stock at $0.036 per share to convert the principal balance of the convertible notes equivalent to $250,000, plus accrued interest of $64,880.  The aggregate total of $314,880 was recorded as stock payable as of June 30, 2022.  The shares were issued on July 28, 2022. 

In consideration for the loan of $250,000,loans, the Company also granted to the Lender 100,000200,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance ofissuance. On November 2, 2021, the note, and eventually exercised into 80,000Company issued 160,000 shares of common stock at purchase pricefor cashless exercise of $0.04 per share200,000 shares of stock option. Both notes and the accrued interests totaling $594,344 have been converted on November 02, 2021.

Convertible Promissory Note 2

September 1, 2021, and issued on July 28, 2022 for the aggregate total of 16,666,667 shares of common stock. On December 15, 2020,February 9, 2023, the Company and Steve Hall (the “Lender”), an investor who holds 75% of the Company’s16,666,667 shares of common stock entered into a convertible promissory note agreement for the principal amount of $250,000 with simple interest accruing at 10% per annum, if repaid within 90 days, and simple interest accruing at 20% per annum if repaid thereafter. The convertible note was due on December 15, 2021. At the option of holder, this note is convertiblewere reduced to shares of the Company’s common stock, at any time during the six months following the date of issuance until the one-year anniversary of issuance date at a conversion price of $0.25 per share.

In consideration for the $250,000 loan, the company also granted the lender 100,000 stock options, exercisable at $0.25, for a period of two years. These options vested upon the issuance of the notes and eventually exercised for 80,000 common shares at a purchase price of $0.04 each on November 2, 2021.

Effective September 1, 2021, the company authorized the issuance of 7,836,757 common1,666,667 shares to be converted intoreflect the principal amount of the convertible note, equivalent to $250,000, plus accrued interest of $29,644. The aggregate total of $279,464 was recorded as1-for-10 reverse stock payable as of June 30, 2022.  The shares were issued on July 28, 2022. split.

Restricted Common StocksStock - Richard Cutler

On May 23, 2022, the Company granted 500,000 shares of restricted common stock as compensation to Richard Cutler, a director.director until August 11, 2022. The shares where appraisedwere valued at $20,000 and were granted in lieu of cash compensation, contingent upon completion of an acquisition or reverse takeover. The 500,000 shares are still inwere issued on February 10, 2023, and later 450,000 shares were cancelled on June 15, 2023 due to the processrecognition of issuing.the Company’s reversed stock split. See further discussion on Note 13 – Reversed Stock Split to the Financial Statements.

Restricted Common StocksStock - Christopher Mulgrew

On May 23, 2022, the Company granted 250,000 shares of restricted common stock as compensation to Christopher Mulgrew, the Company’s Chief FinanceFinancial Officer. The shares where appraisedwere valued  at $10,000 and were granted in lieu of cash compensation, contingent upon completion of an acquisition or reverse takeover. The stocks are stillwere issued on February 10, 2023, and later 225,000 shares were cancelled on June 15, 2023 due to the recognition of the reverse stock split. See further discussion on Note 13 – Reversed Stock Split to the Financial Statements.

On April 9, 2023, the Company granted 500,000 shares of restricted common stock with a fair market value of $0.142 per share to Christopher Mulgrew, the Company’s Chief Financial Officer, as performance bonus for calendar years 2021 and 2022, and recognizing that Mr. Mulgrew agreed to defer a significant portion of contractually obligated compensation payments. The shares were issued on April 24, 2023 in the processamount of issuing.$71,000. 

Restricted Common Stock - Corby Marshall

On February 9, 2023, the Company granted 750,000 shares of restricted common stock at the fair market value of $0.142 per share to Corby Marshall, the Company’s Chief Executive Officer, as performance bonus for calendar years 2021 and 2022, and recognizing that Mr. Marshall agreed to defer a significant portion of contractually obligated compensation payments. The shares were issued on April 24, 2023 in the amount of $106,500.

Common Stock issued for Rounding

On February 22, 2023, the Company issued 139 shares of common stock for rounding to reflect the 1 for 10 reverse stock splits. See further discussion on Note 13 – Reversed Stock Split to the Financial Statements.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the fiscal year ended June 30, 2022.2023.

Forward-Looking Statements

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this annual report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this annual report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors"“Risks Factors” in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report.

The Company is currently looking for investment opportunities into target businesses in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From the date of our previous filing, we entered into a convertible promissory note with CNTNR providing them with $1,000,000 in financing, as described in Notes 8 and 10 to the Financial Statements.

Financial Condition and Results of Operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue our operations.

We expect we will require additional capital to develop our business plan. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations

Fiscal Years Ended June 30, 20222023 and 20212022

theThe Company had $0 operating revenues duringfor both fiscal yearyears of 2023 and 2022 asafter the Company ceased operations of its PPE business sincein July 2021. In our fiscal year ended June 30, 2021, we had operating revenuesThe Company generated from CNTNR a total of $2,556,942.  Cost of sales was $2,576,875 resulting in gross loss of $19,933, or (0.8%). These revenues are from the sale of PPE products.

Total operating expenses in$70,000 for the year ended June 30, 20222023 in other income, of which $20,000 was generated for consulting fees, and $50,000 for financing arrangement fee. See further discussion on Note 10– Note receivable to the Financial Statements.

During our fiscal year 2023, total operating expenses were $1,230,468$1,118,537 compared to $2,583,100$1,230,468 for the same period in 2021.2022. The decrease in operating expenses is primarily a result of a decrease in Selling, General, and Administrative expenses due to company downsizing. The Company’s net loss was $1,226,311 for the fiscal year ended June 30, 2023 compared to net loss of $1,288,802 for the fiscal year ended June 30, 2022 compared to $5,203,820 for the fiscal year ended June 30, 2021.2022. The net loss for the fiscal year 2022 islosses are primarily a result of operating expenses, and interest expense.expenses.

During our fiscal year 2021, total operating expenses were $2,583,100 compared to $2,217,981 for the same period in 2020. The increase in operating expenses is primarily a result of increased write down of inventory.  The Company’s net loss was $5,203,820 for the fiscal year ended June 30, 2021 compared to $2,600,468 for the fiscal year ended June 30, 2020. The net loss for the fiscal 2021 is primarily a result of operating expenses, financing expense, loss on settlement of debt and, loss on investment in HIE.

Liquidity and Capital Resources

Our cash balance at June 30, 20222023 was $325$143,861 compared to $282,131$325 at June 30, 2021.2022. We do not believe these cash reserves are sufficient to cover our expenses for our operations for fiscal year ending June 30, 2022.the next 12 months. We will require additional funding for our ongoing operations. 

During our fiscal year ended June 30, 2022, the Company issued common stock valued at $30,000 in connection with a settlement of accounts payable. In addition, the Company issued common stock valued $477,000 associated with stock payables settlements by related parties. 

As of our fiscal year ended June 30, 2021,2023, we raised approximately $20,000received $260,000, from private offeringsa line of our common stock and an additional $67,500 from exercise of warrants. We raised additional funds of $500,000, netcredit from a related party, which is included in inventory financing payable and $250,000an additional $1,000,000 from convertible notesa promissory note issued by a related party.

During our fiscal year ended June 30, 2023, the Company issued common stock valued at $624,344 in connection with settlement of stock payable, which included $594,344 associated with the settlement of a convertible promissory note with Steve Hall, and $30,000 related to settlement of compensation due to Richard Cutler for $20,000, and Christopher Mulgrew for $10,000.

In addition, we intend to raise funds through the sale of equity and the exercise of warrants issued in private placements. Although to date we have had some warrant exercises for cash, there can be no assurance that we will be able to raise money through offerings or through the exercise of warrants.debt securities. If we cannot raise any additional financing prior to the expiration of the first quarter of 2023,2024, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.

We are a smaller reporting company and have accumulated losses to date. Under a limited operations scenario to maintain our corporate existence, we believe we will require additional funds over the next 12 months to complete our regulatory reporting and filings. However, we will require maximum participation through private placements, warrant exercises or alternative financingsfinancing to implement our business plan.

There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through equity offerings, warrant exercises, and related party advances in the near future. We have no guarantees or firm commitments that the related party advances will continue in the near future.

Existing working capital, further advances, together with anticipated capital raises are expected to be adequate to fund our operations over the next twelve months, but there is no guarantee that we will be successful in raising enough capital, or that we will receive the cash flow required to fund our operations. We have no lines of credit with banking institutions or other bank financing arrangements, we do have a line aof credit form a related party (see Note 7 to the Financial Statements). Generally, we have financed operations to date through proceeds from the sale of our common stock, warrant exercises and convertible loans.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to continue our operations.

Material Commitments

As of the date of this annual report, we do not have any material commitments.entered into various commitments on loan obligations. For a discussion of the related items, please see Notes 5 to 10 to the Financial Statements. 

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months. 

Off-Balance Sheet Arrangements

As of the date of this annual report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

As reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately $10,882,176$12,108,487 at June 30, 20222023 and net loss from operations of $1,288,802.$1,118,537.

The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities, proceeds from convertible loans, and related party advances. In addition, the Company is in the development stage and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue operations is dependent on the success of Management’s plans and raising of capital through the issuance of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance its operations as well as to identify, negotiate and materialize a business combination with a target business. The Company believes its current available cash may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 8.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk.

Not applicable.

Item 8. Financial Statements and Supplementary Data.

Contents

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Hawkeye Systems, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetssheet of Hawkeye Systems, Inc. (the "Company") as of June 30, 2022, and 2021, the related statementstatements of operations, stockholders' equity (deficit), and cash flows for the yearsyear then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and 2021, and the results of its operations and its cash flows for the yearsyear then ended, in conformity with accounting principles generally accepted in the United States.

Restatement of June 30, 2021 Financial Statements

As discussed in Note 4 to the financial statements, the financial statements have been restated to correct certain misstatements.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’sCompany has suffered recurring losses from operations and has a significant operating lossesaccumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about itsthe Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor from 2018 to 2023

Lakewood, CO

December 14, 2022

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Hawkeye Systems, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Hawkeye Systems, Inc. (the “Company”) as of June 30, 2023, the related statement of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, during the year ended June 30, 2023, the Company had a net loss of $1,226,311 and an accumulated deficit of $12,108,487. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BF BorgersReliant CPA PC

BF BorgersReliant CPA PC

Served as Auditor since 20182023

Lakewood, CONewport Beach, CA

December 14, 2022

HAWKEYE SYSTEMS, INC.

CONSOLIDATED BALANCE SHEETS