UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

FORM 10-K

(Mark One)

one) 

For the fiscal year ended Year Ended June 30, 20202023

or 

For the transition period from ____________________________ to _________________________

333-227029

(Commission file number)File Number: 333-180954

6605 Abercorn, Suite 204

Savannah, GA 31405

(912) 253-0375

(Address and telephone number of principal executive offices)offices (Zip Code) 

N/A(912) 253-0375

(Former name, former address and former fiscal year, if changed since last report)Registrant’s telephone number, including area code 

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

Securities registered pursuant to Sectionsection 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 Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the pastpreceding 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. Yes ☒ 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K.files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallsmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 ExchangeEx- 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 Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-votingregistrant’s common equitystock held by non-affiliates as of December 31, 2020, was $11,482,036.

(At December 31, 2020, the registrant had 14,828,036 shares of common stock issued and outstanding, of which 3,356,000 shares of common stock issued and outstanding were held by officers and directors. Market value has been computed based uponwas $1,304,772 on the salesclosing sale price of privately placed shares at or about such date.)

As of January 21, 2021, there were 16,549,649 shares of the registrant’s common stock outstanding.on June 30, 2023 of $0.24 per share.

EXPLANATORY NOTE:

This Amendment No.  2 to  the periodic report on Form 10-K for the period ended June 30, 2020 is filed to respond to a request for further conclusionsThe number of shares of registrant’s common stock outstanding as to disclosure controls and procedures in Item 9A.of October 13, 2023 was 5,552,222.

TABLE OF CONTENTS

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Reportannual 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 Indoor Harvest, Corp.Hawkeye Systems, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Indoor Harvest”“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 a technology holding companycurrently pursuing opportunities to invest in, acquire, merge or consolidate with a target business participating in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. Our previous focus was on pandemic management products and services. Led by a veteran, the Company is committed to leveraging its extensive resources in support of its ongoing mission to help our government and medical infrastructure to keep civilians safe. Hawkeye Systems sources and distributes PPE (Personal Protective Equipment) and other Pandemic Management supplies to enterprise level customers and government agencies. The Company also looks to license & acquire technology that improves life and works 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, (iii) development of our products, (iv) recruiting and adding additional consultants and employees, (v) signing contracts for the business, (vi) advancing the sale of PPE products through numerous sources and (vi) development of our relationship with DemeTECH Corporation and other potential business partners.

Our business office is located at 6605 Abercorn, Suite 204, Savannah, GA 31405. Our telephone number is 800-531-8799912-388-6720 and our website is www.hawkeyesystemsinc.com.

Business Description

The global coronavirus outbreak has tested people, industries, governmentsFrom inception and supply chains unlike any crisis since World War II. Manufacturers and suppliersuntil July of 2021, the Company focused on selling personal protective equipment (PPE) have been working overtime(“PPE”). In July 2021, the Company’s management determined to increase productioncease the Company’s operations as a seller of PPE, deeming that continuing operations in response to unprecedented international demand. Like many companies Hawkeye Systems Inc. has been impacted by Covid-19 pandemic in 2020 and has had to adapt and overcome several obstacles which previously didthat sector was not exist. The Company’s initial focus was photography, videography, and AR focused, however in an environment that has evolved outa productive use of the pandemic, we determined that future technology or developing technology does not seem like a place to place the fortune of our shareholders. Consequently, we evolved to provide products that the market needs now while identifying opportunities which make sense operating in this environment. Once we shifted from developing technologies only to trying to service more urgent issues in the current environment, we began to locate, market and sell personal protection equipment (“PPE”) including sanitizer, masks and gloves. As we worked in this market, we have refined and further narrowed our strategy. Clearly several aspects of our “normal” business environment have become greatly disrupted. Government policy has become opaque and not supportive of small business, supply chains have become greatly disrupted and the US dependency on foreign countries has, to various degrees, become unreliable, expensive and unpredictable from the perspective of quality, availability and quantity. The management of Hawkeye made a difficult but defining moment in the last quarter of the fiscal year ended June 30, 2020. We decided that as a company we can only defend and support a strategy that can be executed in this environment with our available resources that supports the requirements and needs of our customers and of customers in the current environment. In prioritizing the list of important issues here is the short list of what will differentiate and ensure our successCompany’s resources.

1. Availability of product without significant price competition (dependable supply).

2. Quality and certification under all required standards.

3. Sales Strategy not dependent on government action or assistance.

4. Growth strategy that depends on sales volume and growth funding technological innovation and not innovation at the expense of volume that can sustain the company.

5. Technological innovation should be narrow in focus and support the mission of the company.

The company has made great strides and progress to this end. Here is a list of the big achievements over the last two quarters:

1. Developed and executed on a relationship with a dependable South Korean manufacturer to provide excellent sanitizer at a reasonable price in a sustainable way, which has subsequently been listed on Amazon.com; we continue to work with Amazon and other partners to increase traction in this channel.

2. Developed and executed a strategy with DemeTECH to provide US made, NIOSH approved, N95’s which are competitive with foreign imports but have the advantage of 100% US made, US sourced in a scalable, repeatable way, regardless of government decisions regarding PPE (excise tax, foreign raw materials, PPE import blocks , etc.)

3. Developed a project to build and control 5.4 M boxes of nitrile gloves per year at a price which is and will be competitive even post pandemic. We are currently trying to fund this project and make sure we have reliable nitrile rubber supply as this is the rate limiting step in providing gloves globally right now.

Company Goals and Objectives

Hawkeye’s mission for the next fiscal year and beyondOur current business plan is to through acquisition and organic growth, become one of the largest US providers of PPE in the categories we compete in.acquire, merge or consolidate with another company (a “target business”). We intend to douse capital stock, debt or a combination of these to effect a business combination with a target business with significant growth potential.

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 through organic sales, acquisitionannual report. We emphasize that the description in this report of our business objectives is extremely general and partnership.is not meant to restrict the discretion of our management to search for and enter into potential business opportunities. We have identified the modular construction industry and targeted North America’s housing shortage in the single-family and multi-family homes. We have not abandoned our technology origins andconducted any market studies with respect to this industry. To the extent we enter into a business combination with a financially unstable company or an entity in fact with financial strengthits early stage of development or growth, including entities without established records of sales or earnings, we will revealbecome subject to numerous risks inherent in the business and roll out innovations closely alignedoperations 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 categoriescurrently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries that experience rapid growth. In addition, although we are competing in.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.

US and World Markets for PPE

In March 2020, the World Health Organization declared the Novel Coronavirus Disease 2019 (“COVID-19”) a pandemic. The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruptionSources of global financial markets. In response, many countries implemented business closures and restrictions, stay-at-home and social distancing ordinances and similar measures to combat the pandemic, which significantly impacted global business and dramatically reduced demand for certain medical products in the second quarter of 2020. Demand increased in the third quarter resulting in growth over the prior year driven by sales of personal protective equipment (PPE) and COVID-19 related products.target businesses

Manufacturers are engaged in a historic effort to ramp up production of the vital equipment needed to respond to the coronavirus outbreak. While respirators like N95 masks have received the greatest attention from the public and media, PPE needs also include protective garments, eye and face protection, gloves, and other components of the specialized ensembles health care professionals use to protect themselves.

Initially, there was a significant shortage of PPE products. Broadly speaking, no one knew a pandemic on this scale was coming. It has literally been a century since the last truly global health crisis. In addition, over the past few decades, both for budgetary and efficiency reasons, healthcare organizations — just like most other sectors of the economy — adopted a “just in time” approach to ordering supplies. That philosophy worked until this crisis hit. There are policy solutions that can help to supply equipment during a crisis, some of which have been partially successful at this time, and others that were not in place. These range from stockpiling equipment to subsidizing inventory.

Sanitizer is expected to have compound annual growth rate exceeding 23.1% through 2027.¹ Mask growth is expected to have a 11.5% compound annual growth rate over the period of from 2020 to 2025.² Finally, the global nitrile gloves market size is anticipated to reach USD 8.98 billion by 2027.³ That market is projected to register a compound annual growth rate of 14.1% over the forecast period.

___________ 

¹ Hand Sanitizer Market Size, Share & Trends Analysis Report By Product (Gel, Foam, Liquid), By Distribution Channel (Hypermarket & Supermarket, Drug Store, Specialty Store, Online), By Region, And Segment Forecasts, 2020 – 2027-Grand View Research),

² From USD $810.0 million in 2019, the global N95 mask market is predicted to grow to USD $1,627.5 million by 2025, registering a CAGR of 11.5% during the forecast period (2020–2025): VynZ Research.

³ Grand View Research, Inc.

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 focusedcustomarily 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 sourcing sustainable supplythe 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 cost effectivemade available to us.

We will endeavor to structure a business combination to achieve the most favorable tax treatment to us, the target business and competitive assumingboth companies’ stockholders. We cannot assure you, however, that the pandemic becomes less importantInternal 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 reducescosts 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 severity. Thereconnection with the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a tremendous backlogloss to us and reduce the amount of supplies which needcapital otherwise available to be re-stockpiled andcomplete a business combination.

Limited ability to evaluate the target business’ management

Although we intend to competescrutinize 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 long-term market not just worktarget 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 near term duringoperations of the pandemic.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 United States has issued significant pandemic relief billsInvestment Company Act of 1940 (the “Investment Company Act”) defines an “investment company” as any issuer which covers PPEis 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 essential materials during the pandemic.  This funding is greatly needed and will help increase sales and move forward sale cycles which were stopped due to lack of funding.  Manyprovisions of the potential buyers of our products exhausted their budget for PPE mid-year or even earlier in 2020 so this relief greatly improves the ability for customers to stop rationing critical suppliesInvestment Company Act and provide their medical and front line workers the appropriate amount and level of protection to these important essential workers.

Research and Developmentits regulations.

The products whichInvestment 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 looking at for potential R&Ddeemed to be an “investment company,” we may become subject to certain restrictions relating to our activities and future fundingregulatory burdens, including:

and have imposed upon us certain requirements, including:

In the event we are further out than the next few quarters so our limited resources willcharacterized as an “investment company,” we would be focused on succeeding in the strategyrequired to address the market needs as we have defined them.comply with these additional regulatory burdens, which would require additional expense.

Intellectual Property

The companyCompany currently does not have IPown any intellectual property, and thisdirectly acquiring the intellectual property of a third party is not part of our current strategy.

Regulation

OurIn our current business involves the distribution, importation and sale of PPE and other medical devices, and in this regard we are subject to extensive local, state, federal and foreign governmental laws and regulations applicable toregulations. Upon completion of an acquisition, we may have significant additional regulation based on the distributionnature 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 medical devices. Additionally, governmentPPE (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 private insurance programs fund a large portionconditions of the total costMembership Agreement, HIE would be terminated and dissolved upon the earliest to occur of: (i) the sale of medical care, and there has been an emphasis on efforts to control medical costs, including laws and regulations lowering reimbursement rates for medical devices. Also, many of these laws and regulations are subject to change and may impact our financial performance. For example, certain laws and regulations restricting medical PPE productsHIE’s interest in the United States have been temporarily modifiedprocurement, financing, transportation, sale and disposition of PPE; (ii) the refusal or waived in response to the COVID-19 pandemic. In addition, our business is generally subject to numerous other laws and regulations that could impact our financial performance, including securities, antitrust, anti-bribery and anti-kickback, customer interaction transparency, data privacy, data security, price gouging and other laws and regulations, and someinability of the related rules have been temporarily modified in response to the COVID-19 pandemic. Failureany party to comply with lawthe requirements, obligations or regulations couldstipulations 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 would 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 is 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.

HIE has no activities and has been wound up in fiscal year 2023.  The Company has recorded a material adverse effectnet gain/loss of $0 and a net gain of $59,208 during fiscal years 2023 and 2022, respectively, of which the Company has recorded a gain/loss on our business.investment of $0 and a gain on investment of $19,736, in fiscal year ended of June 30, 2023, and 2022, respectively.

Hawkeye’s Position in the Industry and Competitiveness

We compete with numerous companies in the PPE market. Many organizations are well established with more financial and human resources than we provide. This market is highly fragmented, and participants frequently focus on a specific technology area.

The top nine companies providing PPE products include the following:

Ansell

Ansell manufactures and sells high-performance and high-quality protection solutions, designed for hand, foot, and body protection for different industries such as automotive, chemical, food, services, machinery and equipment, military, mining, and construction.

Honeywell

Honeywell provides eye and face protection equipment, hearing protection equipment, fall protection equipment, hand protection equipment, first-aid, head protection equipment, lockout-tagout, and professional footwear. Salisbury, a Honeywell brand, is the leading manufacturer of PPE for electrical safety. Its solutions comply with ATSM International requirements and OSHA regulations. It offers a complete solution with insulating rubber gloves, line hose, blankets, voltage detectors, clamp sticks, distribution dead-end insulators, temporary grounding equipment, plastic cover-up, and dielectric boots.

3M

3M offers a wide range of products that are used to enhance personal protection of people, facilities, and systems. Products offered by the segment include PPE, traffic safety, civil security solutions, and commercial solutions. 3M offers a strong line of PPE like reusable and disposable respirators, head and face protection equipment, protective eyewear, hearing protection equipment, and reflective materials used in footwear, clothing, and other accessories for enhancing visibility in low-light conditions.

MSA Safety

MSA Safety has divided its products into two categories: non-core products and core products. Non-core products include respirators, thermal imaging cameras, eye and face protection equipment, and gas masks. These products complement the core offerings. The company’s core products include fall protection equipment, fire and rescue helmet, head protection equipment, portable gas detection instruments, breathing apparatus products, and fixed gas and flame detection instruments.

DuPont

DuPont is a provider of PPE including body armor, cut protection, vehicle armor, flame-resistant clothing, and chemical protective garments and accessories. DuPont has several brands including, Kevlar brand, Nomex brand, ProShield garments, Tychem garments, Tyvek protective apparel, Thermo-man demonstration unit, Protera fabric, ProShield garments, and Nomex fabric for military, firefighters, and police.

Lindström Group

Lindström Group offers a wide range of PPE to reduce accidents in hazardous environments. Its high-quality PPE portfolio includes protective footwear, respiration protection, head protection equipment, eye and face protection equipment, hearing protection equipment, protective clothing, head and arm protection equipment, and fall arrest systems.

Alpha ProTech

Alpha ProTech has expertise in manufacturing high-quality protective clothing, infection control products, and a line of construction weatherization building products for the housing market. It sells its products under its brand name as well as private labels. Its protective apparel product category provides a complete range of head-to-toe protective clothing products such as shoe covers, bouffant caps, frocks and lab coats, coveralls, and gowns. The infection control product line offers face masks and eye shields.

Avon Rubber

Avon operates in two core markets: protection and defense and dairy. The company's protection systems have expertise in chemical, biological, radiological, and nuclear defense for the US homeland security, military, and fire and industrial market. The respiratory products are directly sold to the military, and the primary customers are the US department of defense including army, marines, air force, navy, and coast guard. The company's offerings in the PPE market include respirators, gas masks, and spares and accessories.

Johnson Safety Products

JSP is an independent manufacturer of industrial head protection and above-the-neck PPE. The company has R&D team and testing bases in Oxford, UK. The product portfolio includes eye and face protection equipment, head protection equipment, hearing protection equipment, respiratory protection equipment, body PPE, fall protection equipment, and traffic equipment.

It is our hypothesis that due to entanglements with the US government and federal procurement processes the typical providers including 3m and Honeywell will be somewhat hamstrung in their ability to grow to meet the demands of these growing marketplaces until they meet the demands of the federal government which we don’t expect to be in the near future. Other US providers such as Prestige Ameritech are impacted by their access to capital and their current inability to scale to the market demands.

Prior Investment in Radiant Images,CNTNR USA, Inc.

On September 19, 2019,February 27, 2023, the Company entered into a Stock Purchase Agreement with Radiant Images,as “Lender” and CNTNR USA, Inc., a CaliforniaDelaware corporation (“Radiant”CNTNR”), as well as Radiant’s shareholder Gianna Wolfe (“Wolfe”“Borrower” executed a promissory note (the “Original CNTNR Note”) and key employee, Michael Mansouri (“Mansouri”), pursuant to which. CNTNR borrowed $200,000 from the Company would acquire 100%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 common stock (the “Shares”) of Radiant from Wolfe, resulting in acquisition of Radiant.

InCNTNR and expire 36 months after April 2020, the Company received notice from Radiant Images of their intent to terminate the acquisition agreement. Although the Company believes that the termination is not legally valid, the Company has ceased further discussions with respect to the acquisition and is pursuing 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.6, 2023. Pursuant to the terms of the revolving note, Radiant is requiredRestated Note, CNTNR paid a commitment fee to repay the money already investedCompany equivalent to Hawkeye with interest. The note receivable was issued on April 26, 2019, is due upon demand5% 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 any time commencing April 26, 2020.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 rateunder 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 note is 12%date of this report, the Company and accrues daily on the outstanding balance. During the fiscal year ended June 30, 2020, total contributions of $385,000 were made to Radiant, bringing the balanceSteve Hall are currently working towards a restructuring of the note receivable to $1,305,800 at June 30, 2020 (not including interest). 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 undertake litigation to resolve this dispute. Nevertheless the Company intends to vigorously pursue this matter and litigation and believes that this amount is fully collectible from Radiant and/or its principals.

Proposed Acquisition of DemeTECH Corporation

As part of our PPE operations, the Company has developed an exclusive worldwide distribution relationship with DemeTECH Corporation for supply of masks which are produced in the United States. In addition to PPE production, DemeTech Corporation is a world-renowned leader in surgical sutures, mesh and bone wax. DemeTech strives to enhance doctor-patient relationships through hard work, dedication, and a commitment to the pursuance of cutting-edge technology and innovation.  DemeTECH’s corporate headquarters are located in Miami, Florida, with office facilities stemming throughout North America, South America, Asia, the Middle East, and Europe.  DemeTech prides itself on using next-generation technology to meet the growing demands of today's society.  DemeTECH has proven their ability to meet federal standards (NIOSH approval), scale their operations, and to provide high quality product.   We will continue to work with them to provide further improve their cost advantage and take advantage of the benefits of US based production.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 directors consisting of Corby Marshal, Chief Executive Officer, and M. Richard Cutler. The Company also has one additional officer Christopher Mulgrew, Chief Financial Officer. We currently have one other independent contractor providing bookkeeping and accounting services and a handful of contractors.no employees.

Legal Proceedings

On November 13, 2019 5W Public Relations LLC filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. That complaint has not been served on Hawkeye. Hawkeye vigorously disputes 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 will not only defend the litigation when and if it is served, but will also provide counterclaims for failure of consideration, fraud in the inducement, general fraud and other causes of action. Hawkeye anticipates that this litigation if pursued will be resolved favorably for the Company.

In April 2020, the Company received notice from Radiant Images 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 has 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. During the fiscal year ended June 30, 2020, total contributions of $385,000 were made to Radiant, bringing the balance of the note receivable to $1,305,800 at June 30, 2020 (not including interest). 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 undertake litigation to resolve this dispute. Nevertheless, the Company intends to vigorously pursue this matter and litigation and believes that this amount is fully collectible from Radiant and/or its principals.

Other than the foregoing, 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.

Not Applicable.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

Not Applicable.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 November 13, 2019 5W Public Relations LLC filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. That complaint has not been served on Hawkeye. Hawkeye vigorously disputes 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 will not only defend the litigation when and if it is served, but will also provide counterclaims for failure of consideration, fraud in the inducement, general fraud and other causes of action. Hawkeye anticipates that this litigation if pursued will be resolved favorably for the Company.

In April 2020, the Company received notice from Radiant Images 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 has 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. During the fiscal year ended June 30, 2020, total contributions of $385,000 were made to Radiant, bringing the balance of the note receivable to $1,305,800 at June 30, 2020 (not including interest). 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 undertake litigation to resolve this dispute.  Nevertheless, the Company intends to vigorously pursue this matter and litigation and believes that this amount is fully collectible from Radiant and/or its principals.

Other than the foregoing, weWe 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.

PART II

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 January 21, 2021October 13, 2023 was $0.5099$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 January 21, 2021,October 13, 2023, there were approximately 3441 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

On February 14, 2020 the Company issued 248,000 shares to a related party for $62,000. As part of the investment, the investor was also issued 100,000 warrants to purchase shares of common stock for one year at $0.30 per share.

On February 20, 2020, the Company issued 416,668 shares to a related party upon the exercise of warrants for $166,167.

Effective March 3, 2020, the Company issued 40,000 shares of common stock to an accredited investor upon the exercise of warrants for $40,000.

Effective March 5, 2020, the Company issued 50,000 shares of common stock to an accredited investor upon the exercise of warrants for $15,000.Restricted Common Stock – Steve Hall

On April 6, 2020, the company issued 59,186 shares to a consultant for services valued at $18,000.

On April 23, 2020 the Company issued 1,000,000 shares to an accredited investor for $250,000. As part of the investment, the investor was also issued 2,000,000 warrants to purchase shares of common stock for one year at $1.00 per share and 2,000,000 warrants to purchase shares of common stock for one years at $2.00 per share.

Effective June 29, 2020, the Company issued 65,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective June 30, 2020, the Company issued 200,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective June 30, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 7, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 21, 2020, the Company issued 100,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

Effective July 31, 2020, the Company issued 75,000 shares of common stock to an accredited investor upon the exercise of options at $0.30 per share.

On September 23, 2020 Eagle Equities LLC converted in full its outstanding convertible note with an original principal amount of $150,000, together with accrued and unpaid interest, into 469,623 shares of common stock.

Effective July 1, 2020, the Company issued 800,000 shares of common stock to an accredited investor upon conversion of a $200,000 convertible note at $0.25 per share.

Effective November 25, 2020, the Company’s chief executive officer converted $180,000 of unpaid salary into 515,000 shares of common stock.

Effective December 3, 2020, the Company issued 100,000 shares of common stock to an accredited investor for $20,000. Included with the purchase were 100,000 options to purchase common stock at $.20 per share exercisable for two years.

Effective December 15, 2020, the Company issued 612,000two convertible notes payable of $250,000 each to Steve Hall. Both notes have one year term with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. At the option of holder, this note is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25 per share. In consideration for the loans, the Company also granted to the Lender 200,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise of 200,000 shares of stock option. Both notes and the accrued interests totaling $594,344 have been converted on September 1, 2021, and issued on July 28, 2022 for the aggregate total of 16,666,667 shares of common stock. On February 9, 2023, the 16,666,667 shares of common stock were reduced to 1,666,667 shares to reflect the 1-for-10 reverse stock split.

Restricted Common Stock - Richard Cutler

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

Restricted Common Stock - 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 Financial Officer. The shares were valued  at $10,000 and were granted in lieu of cash compensation, contingent upon conversioncompletion of $153,000an acquisition or reverse takeover. The stocks were 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 debt.the amount of $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, 2020.2023.

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.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.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.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 in operation.our operations.

We expect we will require additional capital to meetdevelop our long-term operating requirements.business plan. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Results of Operations

Fiscal YearYears Ended June 30, 20192023 and 2022

We haveThe Company had no$0 operating revenues in ourfor both fiscal year ended June 30, 2019. Our activities have been financed by the proceedsyears of share subscriptions2023 and loans. During our fiscal year ended June 30, 2019, we raised approximately $775,000 from private offerings of our common stock and raised an additional $400,000 during the period in connection with two promissory notes issued to accredited investors.

Total operating expenses in the year ended June 30, 2019 were $1,356,340 which is also the Company’s operating loss. The operating loss for this period is a result of legal and professional fees required to form2022 after the Company forceased operations of its PPE business development and regulatory filing expenses and fees. Our loss also reflect an other expensein July 2021. The Company generated from CNTNR a total of $510,568 in interest with is based on the value of securities issued in lieu of interest payments.

Net loss$70,000 for the year ended June 30, 20192023 in other income, of which $20,000 was $1,866,998.

Fiscal Year Ended June 30, 2020generated for consulting fees, and $50,000 for financing arrangement fee. See further discussion on Note 10– Note receivable to the Financial Statements.

We had operating revenues of $3,020,672 in our fiscal year ended June 30, 2020. Cost of sales was $1,992,809 resulting in gross profit of $1,027,863, or 34%. These revenues are from the sale of PPE products. During our fiscal year ended June 30, 2020, we raised approximately $512,500 from private offerings of our common stock and an additional $221,000 from exercise of warrants. We raised additional funds of $277,000 from a related party, paid directly for the purchase of PPE, which is included in common stock payable, as of June 30, 2020. We raised an additional $383,500 from convertible notes.

Total2023, total operating expenses in the year ended June 30, 2020 were $2,217,981$1,118,537 compared to $1,356,340$1,230,468 for the same period in 2019.2022. The increasedecrease in operating expenses is primarily a result of increased compensation, professional feesa decrease in Selling, General, and a result of write down of inventory.Administrative expenses due to company downsizing. The Company’s net loss was $2,600,468$1,226,311 for the fiscal year ended June 30, 20202023 compared to $1,866,998net loss of $1,288,802 for the fiscal year ended June 30, 2019.2022. The net loss for this period islosses are primarily a result of generaloperating expenses, and administrative costs, professional fees, management compensation and significant cost of sales.interest expenses.

Liquidity and Capital Resources

Our cash balance at June 30, 20202023 was $911,747$143,861 compared to $18,372$325 at June 30, 2019.2022. We do not believe these cash reserves are sufficient to cover our expenses for our operations for fiscal year ending June 30, 2021.the next 12 months. We will require additional funding for our PPE purchases and ongoing operations. While

As of our fiscal year ended June 30, 2023, we havereceived $260,000, from a loanline of credit from a related party, and an additional $1,000,000 from a 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, from Radiant Systemswhich included $594,344 associated with the settlement of $1,305,800a convertible promissory note with Steve Hall, and interest$30,000 related to settlement of compensation due from Radiant of $154,042, those amounts are reflected impaired on our balance sheet as a result of the litigation with Radiant. Nevertheless, we intend to vigorously pursue that litigationRichard Cutler for $20,000, and expect to fully recover those amounts.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 this offering or through the exercise of warrants.debt securities. If we cannot raise any additional financing prior to the expiration of the first quarter of 2021,2024, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.

We are an emerging growtha smaller reporting company and although we have begun to generate revenue from our PPE transactions, we have limited revenueaccumulated 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 complete 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 term.future. We have no guarantees or firm commitments that the related party advances will continue in the near term. Our working capital requirements are expected to increase with the growth of our business and sales of PPE.future.

Existing working capital, further advances, together with anticipated capital raises and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months.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.arrangements, we do have a line of 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.

Management anticipates additional increases in operating expenses relating to: (i) funding PPE purchases and sales; (ii) developmental expenses; and (iii) marketing expenses. We intend to finance these expenses with issuances of securities and through the exercise of outstanding warrants.

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 take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrictcontinue our business operations.

Material Commitments

As of the date of this Current Report,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 Current Report,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 $4,509,841$12,108,487 at June 30, 20202023 and net loss from operations of $1,190,118.$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 generated limited revenuesaccumulated 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 which include the sale of significant PPE products,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 the growth of its current and expected future operations as well as to achieve its strategic objectives.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, 2020 and 2019,2022, 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, 2020 and 2019,2022 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.

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 has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the 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.

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’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.

/s/ BF BorgersReliant CPA PC

BF BorgersReliant CPA PC

Served as Auditor since 20182023

Lakewood, CONewport Beach, CA

February 1, 2021October 5, 2023