7119 W. Sunset Blvd.,6605 Abercorn, Suite 468204

Los Angeles, CA 90046Savannah, GA 31405

(Address of principal executive offices)

  (310)_ 606-2054  (912) 253-0375

(Registrants telephone number, including area code)

____________________________________________________________

_____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. ☒☐ Yes      ☐☒ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files)submit). ☒☐ 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 Exchange Act. ☐Yes       ☒No

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

The number of shares outstanding of each of the issuer'sissuer’s classes of common equity as of December 31, 2018May 16, 2022, was 8,886,41625,089,148 shares of common stock.

Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial InformationStatements

Hawkeye Systems, Inc.

Condensed Balance Sheets

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

The accompanying notes formare an integral part of these unaudited condensed consolidated financial statements.

Hawkeye Systems, Inc.HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Condensed Statement of Operations

(Unaudited)

The accompanying notes formare an integral part of these unaudited condensed consolidated financial statements.

Hawkeye Systems, Inc.HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

Statement of Cash FlowsFor the Three Months and Nine months ended March 31, 2022

(Unaudited)

For the Three Months and Nine Months Ended March 31, 2021

The accompanying notes formare an integral part of these unaudited condensed consolidated financial statementsstatements.

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

HAWKEYE SYSTEMS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

Note 1 - Summary of Significant Accounting Policies

Business Overview

Hawkeye Systems, Inc.

Notes to Condensed Financial Statements

For (“the quarter ended December 31, 2018

1.Nature of Operations and Organization of the Company

Hawkeye Systems, Inc.Company”), a Nevada corporation incorporated on May 15, 2018, is a technology holding company that is developing cutting edge optical imaging products for military and law enforcement markets to assist with intelligence, surveillance and reconnaissance (“ISR”).  Other potential markets include commercial entertainment and outdoor sportsmanship activities.  This “SOCOM to Commercial” (United States Special Operations Command to Commercial) model has worked well for other companies.evaluating strategic alternatives.

On June 7, 2018, the Company entered into a joint-venture partnership with Insight Engineering, LLC (“Insight”).  On August 1, 2018, the Company and Insight incorporated Optical Flow, LLC and entered into an operating agreement (the “Joint Venture” or “Optical Flow”) which superseded the previous joint-venture partnership.  Pursuant to the Joint Venture, the Company and Insight will co-develop high resolution imaging systems.  Insight is a Nevada limited liability corporation that is led by Lucas Foster, who has two decades of experience working on advanced camera technology for entertainment/motion picture uses.

The Company currently owns fifty (50%) percent of the Joint Venture.  Pursuant to the terms and conditions of the Joint Venture, the Company must contribute $2,000,000 to the Joint Venture over a 12-month period or it will forfeit its interest in the Joint Venture pro rata to funds raised.

2.Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements present the balance sheet, statements of operations, stockholders' equity and cash flows of the Company.  These financial statements are presented in United States dollars and have been prepared in accordance with U.S. generally accepted accounting principles.principles (“GAAP”) in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

Year End

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited condensed consolidated financial statements presented not misleading. The Company has adoptedresults of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended June 30, 2021, as its fiscal year end.filed with the SEC on October 13, 2021.

Use of Estimatesestimates

Preparation

The preparation of theconsolidated financial statements in conformity with accounting principles generally accepted in the United StatesGAAP requires management to make estimates and assumptions that affect certainthe reported amounts of assets and disclosures.  Accordingly,liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and the actual results, could differ from those estimates.

Cash and Cash Equivalents

future results of operations will be affected. The Company maintains a cash balance in a non-interest-bearing account.  The Company considers short-term, highly liquid investments that are readily convertible to known amounts of cash and that are so near their maturity that they present insignificant risk of changes in value because of changes in interest rate to be cash equivalents.  This balance includes $166,867 ($334,650 at June 30, 2018) held in a trust account that is legal title of the Company.  There were no cash equivalents as at December 31, 2018 (none as at June 30, 2018).

2.Summary of Significant Accounting Policies (continued)

Investment in Joint Venture

The investment in the Joint Venture is accounted foractual results experienced by the Company usingmay differ materially and adversely from the equity methodCompany’s estimates. Significant estimates in the accompanying financial statements include useful lives of property and equipment, fair value assumptions used for stock-based compensation, valuation of beneficial conversion feature on convertible notes and the valuation allowance on deferred tax assets.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no assets or liabilities that are adjusted to fair value on a recurring basis.

Revenue recognition

Revenue is recorded in accordance with FASB ASC 323.Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Revenue is recognized from product sales when goods are shipped, title and risk of loss have transferred to the purchaser, there are no significant vendor obligations, the fees are fixed or determinable, and collection is reasonably assured. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. The company currently owns fifty percentCompany recognizes sales on a gross basis when it is considered the primary obligor in the transaction and on a net basis when it is considered to be acting as an agent. We record estimates for cash discounts, product returns, and other discounts in the period of the Joint Venture.  Pursuant tosale. This provision is recorded as a reduction from gross sales and the termsreserves are shown as a reduction of accounts receivable.

Cost of sales

Cost of sales includes inventory costs and conditions of the Joint Venture, the Company must contribute $2,000,000 to the Joint Venture over a 12-month period or it will forfeit its interest in the Joint Venture pro rata to funds raised.  As at December 31, 2018 the Company has contributed $695,000 ($150,000 as at June 30, 3018) to the Joint Ventureshipping and will make additional payments over the course of the year as follows:freight expenses.

$305,000 USD on or before January 30, 2019,

$500,000 USD on or before April 1, 2019,

The remaining balance of $500,000 USD on or before June 15, 2019

The Joint Venture is currently developing a wide field of view, single lens virtual reality imaging product.  Initially, these products are being designed to be able to be mounted to law enforcement and/or military personnel to record and stream high resolution images to a wifi or Bluetooth network, when required.

Through the Joint Venture, the Company is conducting research and development for the further development of this imaging system for the body/head camera platform.  The milestones over the next 12-months are:

Design the single lens platform;

Develop hardware design and source components;

Sign a binding agreement with the imaging sensor provider;

Produce working prototype(s); and

Get user/client feedback on use cases and user requirements.

On August 1, 2018, the Company and Insight incorporated Optical Flow, LLC and entered into an operating agreement (the “Joint Venture” or “Optical Flow”) which superseded the previous joint-venture partnership.  Pursuant to the Joint Venture, the Company and Insight will co-develop high resolution imaging systems.  This includes a worldwide license for military and law enforcement purposes (the “License”) to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs.  The License is also subject to a five (5%) percent net sales royalty payable to Insight.  The License will allow the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view.  The Joint Venture will develop and own additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use.

2.Summary of Significant Accounting Policies (continued)

Investment in Joint Venture (continued)

2.Summary of Significant Accounting Policies (continued)

Investment in Joint Venture (continued)

(1)See “Stock Subscription Received,” below

2.Summary of Significant Accounting Policies (continued)

Income Taxes

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties.  As of December 31, 2018, the Company reviewed its tax positions and determined there were no outstanding tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material effect on the Company.

The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.

Stock Subscription Receivable

This balance relates to capital stock issued during the period for which payment has not been received by the Company at period end.

Stock Subscription Received

This balance relates to cash received for the purchase of stock that has yet to be issued by the Company at period end. $200,000 was paid via a direct contribution from the investor to Optical flow on behalf of the Company.

Net Loss per Share

Net income (loss) per common share is computed and presented in both basicBasic and diluted earnings per share (“EPS”) on the face of the income statement.

Basic lossearnings per share includes no dilution and is computedcalculated by dividing loss available to common stockholdersnet income (loss) by the weighted average number of common shares outstanding forduring the period. Dilutive lossDiluted earnings per share reflectsis calculated based on the potential dilutionweighted average number of securities that could sharecommon shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company’s common stock, and convertible note payable. For the nine months ended March 31, 2022 and 2021, potentially dilutive common stock equivalents not included in the lossescalculation of the Company.  Diluted EPS excludesdiluted earnings per share because they were anti-dilutive are as follows:

Recent Accounting Pronouncements

Management has considered all dilutiverecent accounting pronouncements issued and their potential shares if their effect is anti-dilutive.

Stock Purchase Warrants

on our financial statements. The Company accounts for warrants issued to purchase shares of its common stock as equity in accordance with FASB ASC 480, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock, Distinguishing Liabilities from Equity.

Commitments and Contingencies

The Company has committed to contribute $2,000,000 to the Joint Venture over a twelve month period as disclosed above.  To date the Company has contributed $695,000 ($150,000 at June 30, 2018) and has a commitment of $1,305,000 ($1,850,000 as at June 30, 2018) to the Joint Venture to be paid within the next 6 months.

Management of the Company ismanagement believes that these recent pronouncements will not aware any other commitments or contingencies that would have a material adverse effect on the Company’s unaudited condensed consolidated financial condition, results of operations or cash flows.statements.

2.SummaryIn August 2020, the FASB issued ASU 2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number of Significant Accounting Policies (continued)accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and, (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

Foreign Currency translation

We early adopted this standard effective July 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed financial statements for the nine months ended March 31, 2022 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy.

Note 2 - Going Concern

The Company’s functional and reporting currency is the US dollar.  Foreign exchange items are translated to US dollars using the exchange rate prevailing at the balance sheet date.  Monetary assets and liabilities are translated using the exchange rate at the balance sheet date.  Non-monetary assets and liabilities are translated at historical rates.  Revenues and expenses are translated at average rates for the period.  Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.Going Concern

The Company’sunaudited condensed consolidated financial statements are prepared using generally accepted accounting principles in the United States of AmericaGAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the nine months ended March 31, 2022, the Company had a net loss of $962,666. As of March 31, 2022, the Company had an accumulated deficit of $10,094,053. The Company has not yet established an ongoing source of revenues sufficient revenue to cover its operating costs and allow itwill require additional capital to continue as a going concern.  The Company had an accumulated deficit of $357,656 ($42,375 as of June 30, 2018).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.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. TheManagement’s plan to obtain such resources for the Company is dependent uponincludes: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its ability, and will continue to attempt, to secure equity and/or debt financing.  There are no assurancesminimum operating expenses. However, management cannot provide any assurance that the Company will be successful and without sufficient financing it would be unlikely forin accomplishing this plan.

There is no assurance that the Company will be able to continue as a going concern.

The abilityobtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing andwill attain profitable operations.profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.  These financial statements do not include

Note 3 - Convertible Notes Payable

Convertible notes - related party

On April 6, 2020, the Company issued convertible note payable of $250,000 with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. The original maturity date of the note was April 6, 2021. The note has been extended for 12 months under the same terms and the new maturity date is April 6, 2022. At the option of holder, this note is convertible at any adjustments relatingtime 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 $0.25per share. In consideration for the loan of $250,000, the Borrower also granted to the recoverabilityLender 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. The fair value of the options was $13,297 and classificationwas recognized as debt discount as a part of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

4.Stockholders’ Equity

Common Stock

beneficial conversion feature in the year ended June 30, 2020. The Company has 400,000,000 sharesrecorded a discount on the convertible note due to a beneficial conversion feature of Common Stock authorized$51,594, which is being amortized over the term of the note.

On December 15, 2020, the Company issued convertible note payable of $250,000 with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. The convertible note is due on December 15, 2021. 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 parconversion price of $0.25 per share. In consideration for the loan of $250,000, the Borrower also granted to the Lender 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. The fair value of $0.0001 per sharethe options was $46,380 and 50,000,000 shareswas recognized as debt discount as a part of Preferred Stock authorized, with a par value of $0.0001 per share. As of September 30, 2018 and as ofbeneficial conversion feature in the year ended June 30, 2018 there were 8,886,416 common shares outstanding2020. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $117,760, which is being amortized over the term of the note.

During the nine months ended March 31, 2022, the Company issued convertible note payable of $605,000 with simple interest at 12%, and no sharessimple interest at 20% per annum thereafter, of Preferred Stock are outstanding.

Effective May 15, 2018, 3,000,000which $500,000 was replaced from inventory financing payable. The convertible note is due on October 1, 2022. At the option of holder, this note is convertible at any into shares of common stock were offeredat a conversion price of $0.02 per share.

During the nine months ended March 31, 2022 and sold to Corby Marshall (Director, CFO2021, amortization of $0 and CEO$77,948, respectively, was recognized as interest expense. As of March 31, 2022 and June 30, 2021, the balance of the Company),notes payable is $1,175,000 and $500,000 less unamortized debt discount of $0 and $49,067, to net $1,175,000 and $450,933, respectively. Interest expense of $107,602 and $47,917, respectively, was recognized on the convertible notes during the nine months ended March 31, 2022 and 2021.

In connection with the adoption of ASU 2020-06, we reclassified $169,354, previously allocated to the conversion feature, from additional paid-in capital to convertible notes on our balance sheet as of July 1, 2021. The reclassification was recorded to combine the two legacy units of account into a single instrument classified as a liability. We also recognized a cumulative effect adjustment of $120,287 to accumulated deficit on our balance sheet as of July 1, 2021, that was primarily driven by the derecognition of interest expense related to the accretion of the Debt Discount as required under the legacy accounting guidance. Under ASU 2020-06, we will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option.

Note 4 - Common stock payable - related party

As of March 31, 2022 and June 30, 2021, the Company reported common stock payable of $200,000 and $477,000, which represents 800,000 and 1,908,000 shares to be issued, respectively.

Note 5 - Stockholders’ Equity

Common Stock

During the nine months ended March 31, 2022, the Company had the following common stock transactions:

Stock Purchase Warrants

Transactions in stock purchase warrants for the nine months ended March 31, 2022 are as follows:

The composition of the Company’s warrants outstanding at March 31, 2022 are as follows: