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

Los Angeles, CA 90046Savannah, GA 31405

(Address of principal executive offices)offices (Zip Code) 

  (310)_ 606-2054  (912) 253-0375

(RegistrantsRegistrant’s telephone number, including area code)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, 2018April 29, 2024, was 8,886,4168,661,772 shares of common stock.

ContentsTABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1. Financial InformationStatements

Hawkeye Systems, Inc.

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

Condensed Balance Sheets

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’ DEFICIT

(Unaudited)

Statement of Cash FlowsFor the Nine Months ended March 31, 2024

(Unaudited)

For the Nine Months ended March 31, 2023

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, 2024

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. (the “Company”), is a Nevada corporation incorporated on May 15, 2018,2018. Our previous focus was on pandemic management products and services. From inception until July of 2021, we focused on selling personal protective equipment (“PPE”). In July 2021, our management determined to cease the Company’s operations as a seller of PPE, deeming that continuing operations in that sector was not a productive use of our resources.

Our current business plan is a technologyto acquire, merge or consolidate with another company that is developing cutting edge optical imaging products for military and law enforcement markets to assist with intelligence, surveillance and reconnaissance (“ISR”(a “target business”). Other potential markets include commercial entertainmentWe intend to use capital stock, debt or a combination of these to affect a business combination with a target business with significant growth potential. In early 2023, while actively searching for a target business, we began providing management consulting and outdoor sportsmanship activities.  This “SOCOMstrategic growth services to Commercial” (United States Special Operations CommandCNTNR USA, Inc., a Delaware corporation, to Commercial) model has worked well for other companies.which we have provided a series of loans (see Note 9 “Note Receivable”).

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, 2023, as its fiscal year end.filed with the SEC on October 17, 2023.

Use of Estimatesestimates

Preparation

The preparation of theconsolidated financial statements in conformity with accounting principles generally accepted in the United StatesU.S. GAAP 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 accordance with FASB ASC 323.the accompanying financial statements include useful lives of property and equipment, fair value assumptions used for stock-based compensation, 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 currently owns fifty percentCompany 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 Joint Venture.  Pursuanttotal gains or losses for the period are included in earnings that are attributable to the termschange in unrealized gains or losses relating to those assets and conditionsliabilities 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

As of the Joint Venture,March 31, 2024, and 2023, 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.  had no revenue.

Cost of sales

As at Decemberof March 31, 20182024, and 2023, the Company has contributed $695,000 ($150,000 as at June 30, 3018) to the Joint Venture and will make additional payments over the coursehad no cost of the year as follows:sales.

$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 with accrued interest. For the nine months ended March 31, 2024 and 2023, potentially dilutive common stock equivalents not included in the lossescalculation of diluted earnings per share because they were anti-dilutive are as follows:

Recent accounting pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements.

In August 2020, the Company.  Diluted EPS excludes all dilutive potential shares if their effectFASB 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 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 anti-dilutive.

Stock Purchase Warrants

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

permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company has committedearly adopted this standard effective July 1, 2021 using the modified retrospective approach transition method.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to contribute $2,000,000use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to the Joint Venture over a twelve month period as disclosed above.  To datedisclose significantly more information about allowances and credit quality indicators. The new standard is effective for the Company has contributed $695,000 ($150,000 at June 30, 2018) and has a commitmentfor fiscal years beginning after December 15, 2022. The Company adopted the standard beginning in fiscal year 2023. Because the standard is still in the early stages of $1,305,000 ($1,850,000 as at June 30, 2018) toadoption, the Joint Venture to be paid withinCompany assesses that the next 6 months.

Managementcurrent adoption of the Company isstandard has not aware any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

2.Summary of Significant Accounting Policies (continued)

Foreign Currency translation

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 havehad a material impact on itsthe Company's consolidated financial position or results of operations.statements and will continue to monitor it as it progresses through year-end close.

3.

Note 2 - Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of AmericaU.S. GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

The Company’s unaudited condensed consolidated financial statements are prepared using GAAP, 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, 2024, the Company had a net loss of $486,970, and an accumulated deficit of $12,595,457.

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 any adjustments relating

Note 3 – Loan payable due to Eagle - JV partner

July 17, 2020, the Company entered into a membership agreement with Eagle Equities LLC (“Eagle”) and Ikon Supplies (“Ikon”) to form a Nevada Limited Liability Company, HIE, LLC (“HIE”) for the purpose of procuring, funding the purchase of and sale of PPE (the “Membership Agreement”). Subject to the recoverabilityprovision of the Membership Agreement, the interest of any net profits would be shared 33.3% among each member. If there is a loss in some or all of the capital, the Company is contingently liable to contribute to repay 33.3% of the Origination Loan and classificationAdditional Contribution and of recorded asset amounts,any losses of HIE.

In addition, the Company is obliged to repay 1/3 of the loan contributed by Eagle or amounts1/3 of the capital paid by Eagle according to the Membership Agreement.

HIE did not have any operating activities since July 2021. As a result, the Company’s investment balance in HIE as of March 31, 2024 was $0, and classificationthe loan balance payable to joint venture partner Eagle totaled $442,251, unchanged since year 2021.

Note 4 - Related Party Transactions

Related party transactions are described in detail in Note 5, Note 6, Note 7, Note 8, and Note 10.

Note 5 – Inventory Financing Payable – related party

On February 19, 2021, Steve Hall, a shareholder of liabilities that might resultthe Company, advanced $1 million to the Company. The purpose of the advance was to purchase inventory to satisfy customer orders. The advance would be repaid upon cash being received from the end customer. In addition to the principal amount of the advance, the related party will be entitled to 1/3 of the gross profit earned on the transaction. The terms of the agreement are non-interest bearing. The creditor is 100% at risk as this uncertainty.

4.Stockholders’ Equityis a non-recourse funding vehicle.

Common Stock

In June 2021 the Company cancelled the contemplated purchase of inventory and returned $500,000 to Mr. Hall. Mr. Hall agreed to allow the Company to retain the balance to fund future purchases and general operating expenses.

On October 1, 2021, the Company and Steve Hall entered into a restated and amended promissory note, to consolidate and restate the terms pursuant to which Steve Hall had provided funds to the Company (the “Consolidated Note”). The Consolidated Note consolidated and restated the terms of advances made on February 17, 2021, for $500,000 for inventory financing, February 18, 2021, for $500,000 for inventory financing, November 12, 2021, for $30,000 and December 13, 2021, for $75,000. In addition to consolidating the advances singled out above, the Consolidated Note included the extension of a line of credit of up to $1,000,000, from Steve Hall to the Company. The principal amount of the Consolidated Note, excluding the $1,000,000 line of credit, is $1,105,000, payable on demand at any time after October 1, 2022 (the “Due Date”), and accruing interest at a rate of 12% per year, if repaid within 90 days of the Due Date and 20% if repaid thereafter. Principal and interest due under the line of credit extended pursuant to the Consolidated Note shall be added to the principal amount due under the Consolidated Note and shall be payable pursuant to the same terms. The line of credit is due and payable on the Due Date unless extended. At the option of the holder, the Consolidated Note is convertible, at any time, into shares of common stock at a conversion price of $0.02 per share.

The Consolidated Note’s Due Date was extended to September 30, 2023 and, as of the date of this report, even though the Consolidated Note is in default, we have not received any notice from Steve Hall indicating his intention to collect or convert the principal and interest under the Consolidated Note.

As of March 31, 2024, and 2023, the accrued interest under the Consolidated Note was $240,274, and $140,000, and the principal balance was $500,000 at the end of both years, respectively.

Note 6 – Line of Credit – related party

On October 1, 2021, Steve Hall agreed to provide a line of credit of up to $1,000,000 to the Company with simple interest at a rate of 12% for the first 90 days, and simple interest at a rate of 20% per annum thereafter. All principal disbursed under the line of credit will accrue interest and be payable on the same terms as principal due under the Consolidated Note (see Note 6). The line of credit expired on October 1, 2022. Subsequently, the line of credit has been orally renewed and extended with same terms and a new maturity date of October 1, 2023. Currently, the Company is working with Steve Hall on an extension on the Line of Credit.

As of March 31, 2024, and 2023, the outstanding principal of the line of credit totaled $570,250, and $525,000, with accrued interest balances of $182,092, and $75,566, respectively.

Note 7 – Promissory Notes Payable – related party

On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $1,000,000, as evidenced by a promissory note with an annual interest rate of 12% per year (the “Steve Hall Note”). The purpose of the Steve Hall Note was to provide the Company with a funding source to make a follow-on investment in CNTNR USA, Inc., a Delaware corporation (“CNTNR”). On May 31, 2023 (or upon the closing of a debt financing), the Company would repay the outstanding principal balance of the Steve Hall Note to Steve Hall and transfer to him 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the CNTNR Warrants as described below in Note 9 - Note Receivable.

As of March 31, 2024, and 2023, the outstanding loan balances were $1,708,000, and $700,000 with accrued interests of $170,783, and $2,268, respectively. The Steve Hall Note is past its maturity date. The Company is currently working with Mr. Hall to restructure the Steve Hall Note and extend its maturity date.

Note 8 – Accrued Expenses – related party

Between September 2021 to September 2022, the Company had accepted deposits in the total amount of $33,218 from Central National Gottesman, Inc., on a sale of face masks on behalf of Steve Hall, a shareholder of Hawkeye Systems, Inc. As of March 31, 2024, the deposits remain with the Company and have not been sent to Mr. Hall. In addition, there are no fixed repayment terms or any repayment arrangement on this accrued liability.

Note 9 – Note Receivable

On February 27, 2023, the Company and CNTNR USA, Inc. (“CNTNR”) entered into a promissory note under which the Company disbursed $200,000 to CNTNR (the “CNTNR Note”). Subsequently, on April 6, 2023, the Company and CNTNR amended and restated the CNTNR Note (the “Amended CNTNR Note”). In the Amended CNTNR Note, the Company agreed to lend CNTNR the total principal amount of $1,000,000 (“Principal Amount”) with a commitment fee equivalent to 5% of the Principal Amount. CNTNR further agreed to pay the Company a monthly consulting fee of $5,000 beginning on March 1, 2023 that will continue until the Principal Amount is repaid. In exchange for the consulting fee, the Company will provide management consulting and strategic growth services to CNTNR. The balance of the consulting fee is recorded as an accounts receivable. As of March 31, 2024, the accounts receivable has 400,000,000a zero balance.

The Amended CNTNR Note has an annual interest rate of 12% and matures at the earlier of September 30, 2023, or the closing of a material debt or equity financing. Upon maturity of the Amended CNTNR Note, CNTNR will pay to the Company all outstanding Principal Amount and interest, plus any outstanding consulting fee and issue the Company 10% of the issued and outstanding shares of Common CNTNR (equivalent to 6,170,879 shares). The CNTNR Note was informally extended by the parties to January 31, 2024. As of the issued date of this report, the terms of the extension are still being worked out.

Moreover, the Amended CNTNR Note includes warrant coverage of one warrant for every share issued in repayment of the Principal Amount at the closing of an intended merger between the Company and CNTNR which is equal to 6,170,879 warrants. The warrants will have a 30% discount rate to the current fair market price of the shares of CNTNR when exercised and will expire 36 months after April 6, 2023. Both the shares and warrant shares have not been issued as of March 31, 2024 and will be recorded at fair value as financing income upon issuance at settlement.

The interest is calculated on the total balance of the available loan of $1,000,000 starting on the date of the first transfer on February 28, 2023. As of March 31, 2024, the CNTNR Note and the Amended CNTNR Note have accrued interest of $143,995 with an outstanding principal of $1,563,000. The increase in the principal amount from $1,000,000 to $1,563,000 is due to the Company extending an additional loan of $563,000 to CNTNR on the same terms and conditions of those of the Amended CNTNR Note. The parties are currently working on amending the Amended CNTNR Note to reflect the increase on the principal amount of such the CNTNR Note.

Note 10 – Consulting Agreement - Related Party

On January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder of the Company, to provide real estate and development consulting services, including the supervision of the Company’s senior management, staff and all personnel, whether employees or consultants, strategic planning, property acquisitions and annual budget review. The contract period is 12 months with no option for renewal thereafter. The Company paid Steve Hall a one-time flat service fee of $250,000 on January 31, 2023. Compensation is without recourse and there is no requirement for performance of services during the term of the contract. The contract expired on December 31, 2023.

On December 1, 2023, Hawkeye entered into a consulting agreement with Chris Mulgrew, the Chief Financial Officer of the Company, to provide consulting services with monthly compensation of $3,500. The contract period is 12 months unless earlier terminated. Any extension of the term will be subject to mutual written agreement.

On December 1, 2023, Hawkeye entered into a consulting agreement with Corby Marshall, the Chief Executive Officer of the Company, to provide consulting services with monthly compensation of $500. The contract period is 12 months unless earlier terminated. Any extension of the term will be subject to mutual written agreement.

Note 11 - Stockholders’ Equity

Stock authorized withPurchase Warrants

Transactions in stock purchase warrants for the three months ended March 31, 2024 are as follows:

The composition of the Company’s warrants outstanding at March 31, 2024 are as follows:

The intrinsic value of the warrants as of March 31, 2024 was $0.  

Stock Options

Transactions in stock options for the nine months ended March 31, 2024 are as follows:

During the three months ended March 31, 2024, the Company had not granted any stock options. And all stock options were vested at the fiscal year end June 30, 2023.

At March 31, 2024, the intrinsic value of the outstanding options was $9,000.

Note 12 – Stock Reverse Split

Hawkeye filed a form of 8K/A on March 22, 2023 announcing the Company amended its Articles of Incorporation to effect a one-for-ten reverse stock split (the “Reverse Split”) of the Company’s common stock while par value of $0.0001 per share remain the same. The Reverse Split was approved by FINRA on February 8, 2023, and 50,000,000became effective on February 9, 2023. All fractional shares resulting from the Reverse Split were rounded up to the nearest whole share, which results in an additional 139 shares issued for rounding. As a result of Preferred Stock authorized, with a par value of $0.0001 per share. As of September 30, 2018 and as of June 30, 2018 there were 8,886,416 common shares outstanding and no shares of Preferred Stock are outstanding.

Effective May 15, 2018, 3,000,000the Reverse Split, the Company had 4,227,222 shares of common stock were offeredissued and sold to Corby Marshall (Director, CFO and CEOoutstanding on February 8, 2023. In addition, at the effective time of the Company), atReverse Split, all common shares, warrants, options and the related financial information as filed in the Quarterly Report on Form 10-Q for the 3^rd quarter of year 2023, in the Annual Report on Form 10-K filed on October 17, 2023, and this Quarterly Report on Form 10-Q for the 3rd quarter of year 2024 were retroactively restated to reflect the 1-for-10 reverse stock split for all past and current periods presented.

Note 13 – Commitments and Contingencies

On July 17, 2020, the Company entered into a purchase price of $0.0001 per share.

Effective May 22, 2018, 2,362,500 shares of common stock were offeredMembership Agreement with Eagle and soldIkon to 14 investors at a purchase price of $0.01 per share. This included 1,250,000 shares to directorsform HIE. Under the terms and conditions of the Company.

Effective June 1, 2018, 612,500 sharesMembership Agreement, in the event of common stock were offereda loss of capital of HIE, the Company shall contribute to repay 33.3% of the Origination Loan and sold to 9 investors at a purchase priceAdditional Contribution and of $0.05 per share.

Effective June 15, 2018, 2,438,666 sharesany losses of common stock were offered and sold to 12 investors at a purchase price of $0.15 per share and include the option to purchase up to 9,754,644 shares via warrants at various exercise prices between $0.30 and $2.00.

Effective June 29, 2018, 472,750 shares of common stock were offered and sold to 29 investors at a purchase price of $0.50 per share and include the option to purchase up to 1,891,000 shares via warrants at exercise prices of $1.00 and $2.00.

5.Related Party Transactions

None notedHIE. HIE did not have operating activities during the period.quarter ended March 31, 2024. Detailed discussions are included in Note 3 – Loan payable due to Eagle - JV partner.

6.Subsequent Events 

Subsequent to period end subscriptionsOn January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder of 700,000 shares of common stock were issued at a purchase price of $0.50 per share and include the option to purchase up to 2,800,000 shares via warrants at exercise prices of $1.00 and $2.00.  The purchase of 680,000 of these shares were paid for via subscriptions received during the period.

$28,5502 in expenses incurred by the Company, subsequent to period end have beenprovide real estate and development consulting services. Transactions are described in detail in Note 10 - Consulting Agreement - Related Party.

On February 27, 2023, the Company and CNTNR USA, Inc. (“CNTNR”) entered into a promissory note under which the Company disbursed $200,000 to CNTNR (the “CNTNR Note”). Subsequently, on April 6, 2023, the Company and CNTNR amended and restated the CNTNR Note (the “Amended CNTNR Note”) of which the Company agreed to be paidlend CNTNR the total principal amount of $1,000,000 (“Principal Amount”) with a commitment fee equivalent to the providers via issuance of a total of 57,100 shares of stock, none5% of the stock has been issued as of the date of this report.Principal Amount. Further detailed discussions are included in Note 9 - Note Receivable.

1,200,000 stock options were issued subsequent to period end with a range of exercise prices of $0.50 and $0.55 pursuant to the Company’s Directors, Officers, Employees and Consultants Stock Option Plan.

The Company’s Note 14 - Subsequent Events

Management has reviewed all other materialevaluated subsequent events through the date of this report and there arethese financial statements were available to be issued. Based on our evaluation no additional material subsequent events to reporthave occurred that have not already been disclosed within the aforementioned notes.require disclosure.

ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the nine months and three months ended March 31, 2024.

Forward-Looking Statements

RESULTS OF OPERATIONS INCEPTION TO DATE

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 quarterly 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 quarterly 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” 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 quarterly 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.

Financial Condition and Results of Operations

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

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

Results of Operations

Nine Months Ended March 31, 2024 compared to Nine months ended March 31, 2023.

We had no operating revenues, since our inceptionand cost of sales, for the nine months ended March 31, 2024, and the nine months ended March 31, 2023. However, we generated $45,000, and 5,000 for the quarter ended March 31, 2024, and 2023 in other income from CNTNR for consulting fees due to the promissory note entered in February 2023. See further discussion on May 15, 2018 throughthe date of this report.  Our activities have been financed by the proceeds of share subscriptions.  From our inception to December 31, 2018, we raised a total of $996,725 from private offerings of our common stock.  We raised an additional $10,000 subsequent to December 31, 2018.Note 10 – Note receivable.

Total operating expenses in the period of inceptionnine months ended March 31, 2024 were $340,535 compared to December 31, 2018 were $134,858. Total expenses$786,731 for the six months ended December 31, 2018 were $92,483.same period in 2023. The decrease in operating loss for these periodsexpenses is primarily a result of legal anda decrease in professional fees required- related party, management compensation, and general and administrative expenses. The Company’s net loss was $486,970 for the nine months ended March 31, 2024 compared to form$909,099 for the Company and complete the joint venture and licensing arrangements, and regulatory filingnine months ended March 31, 2023. The net loss for this period is primarily a result of operating expenses, and fees.interest expenses. 

Our financial statements reflect a net loss of $357,656 from inception through December 31, 2018.  This net loss includes a net loss of $222,799 in our joint venture project for development of our project.  Our total investment in that project through December 31, 2018 is $472,201.  The remaining loss includes legal, accounting

Liquidity and other professional fees, expenses for regulatory filings, as well as general corporate expenses.  The loss in our joint venture is related to development of our product.Capital Resources

LIQUIDITY AND CAPITAL RESOURCES

Our cash balance at DecemberMarch 31, 20182024 was $166,867.$58 compared to $499,690 at March 31, 2023. We do not believe these cash reserves are sufficient to cover our expenses for our operations for the fourth quarter of 2018.next 12 months. We have an investment inwill require additional funding for our joint venture partnership of $472,201 at Decemberongoing operations.

During our three fiscal quarters ended March 31, 2018.2024, and 2023, we received $1,708,000, and $700,000, from a promissory note issued by a related party.

On February 11, 2018 our Registration Statement on Form S-1 became effective.  We

In addition, we intend to raise up to $10,000,000funds through that offering by the sale of 5,000,000 shares of common stock at $2.00 per share.  There can be no assurance that we will be able to raise money through this offering.equity and debt securities. If we cannot raise any additional financing prior to the expiration of the fourth quarter of 2018,2024, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.  Our current negative cash flow per month is less than $15,000, but will significantly increase after the commencement of our offering as we commence further development of our products.

We are an emerging growtha smaller reporting company and have generated no revenueaccumulated losses to date. Under a limited operations scenario to maintain our corporate existence, we believe we currently have sufficientwill require additional funds on hand over the next 12 months to complete our regulatory reporting and filings. However, we will require maximum participation in the public offeringthrough private placements, or alternative financing 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

Our plan

Plan of Operation and Funding

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

Existing working capital, further advances, together with anticipated capital raises are expected to be adequate to fund our operations over the 12 month period followingnext twelve months, but there is no guarantee that we will be successful in raising enough capital, or that we will receive the successful completioncash flow required to fund our operations. We have no lines of credit with banking institutions or other bank financing arrangements, we do have a line of credit from a related party (see Note 6 to the Financial Statements). Generally, we have financed operations to date through proceeds from convertible loans.

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

Material Commitments

As of the date of this quarterly report, we have entered into various commitments on loan obligations. For a discussion of the related items, please see Notes 5 to develop our products.  We estimate our annual cost will be approximately of $100,000 for being a “reporting issuer” under the Securities Exchange Act of 1934.  In order to complete the development of our 360-degree head/body camera, the Company expects that it will need more capital pursuant9 to the Joint Venture.Financial Statements.

GOING CONCERN CONSIDERATION

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 quarterly report, we do not have not generated 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 since inception. or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

As ofDecember 31, 2018reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately $12,595,457 at March 31, 2024 and net loss from operations of $340,535 for the nine months ended March 31, 2024.

We do not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities, proceeds from convertible loans, and related party advances. In addition, the Company is in the development stage and has accumulated losses of $357,656 (including our loss in the joint venture). Our independent auditors included an explanatory paragraph in their report on the financial statements accompanying our filing on June 30, 2018 regarding concernssince inception. These factors raise substantial doubt about our ability to continue as a going concern. Those

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

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

The accompanying financial statements contain additional note disclosures describinghave been prepared on a going concern basis, which contemplates the circumstances that lead to this disclosure by our independent auditors.  Ourrealization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relatedrelating to the recoverabilityrecovery of the recorded assets or the classification of asset-carrying amounts or the amounts and classifications of liabilities that may resultmight be necessary should the Companywe be unable to continue as a going concern.

OFF BALANCE SHEET ARRANGEMENTS

AsCritical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the date of this prospectus, there are no off-balance sheet arrangements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation:

The financial statements presentNotes to 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.

Year End:

The Company has adopted June 30 as its fiscal year end.

Use of Estimates:

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.

Cash and Cash Equivalents:

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.  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.

Income Taxes:

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties.  As of September 30, 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 year end.

Net Loss per Share:

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

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Commitments and Contingencies:

Management of the Company is not aware any commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Foreign Currency translation:

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 areFinancial Statements, included in the determination of income.Item 2.