HWKE 10-Q
Hawkeye Digital, Inc. (HWKE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from ____________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices (Zip Code)
(
Registrant’s 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
Title of Each Class |
| Trading Symbol(s) |
| Name of each Exchange on which registered |
N/A |
| N/A |
| N/A |
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. ☒
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). ☒
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 growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | ☒ | |
Accelerated filer | ☐ | Smaller reporting company | |
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| Emerging growth company |
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).
The number of shares outstanding of each of the issuer’s classes of common equity as of February 23, 2026, was
TABLE OF CONTENTS
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| Notes to the Unaudited Condensed Consolidated Financial Statements |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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| Table of Contents |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
HAWKEYE SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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| (Unaudited) December 31, |
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| (Audited) June 30, |
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| 2025 |
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ASSETS |
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Current assets: |
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Cash |
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Prepaid expenses |
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Total current assets |
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Investment in Subsidiary |
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Total assets |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable and accrued liabilities - related party |
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Accounts payable and accrued liabilities |
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Accrued interest - related party |
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Promissory note payable - related party |
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Total current liabilities |
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Long-term liabilities: |
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Loan payable due to Eagle - JV partner |
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Total liabilities |
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Commitments and contingencies (Note - 6) |
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Stockholders’ deficit: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Stock to be Issued |
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Accumulated deficit |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit |
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| $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Table of Contents |
HAWKEYE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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| Three Months Ended |
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| Six Months Ended |
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| December 31, |
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Operating expenses: |
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General and administrative |
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Management compensation |
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Professional fees |
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Total operating expenses |
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Loss from operations |
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Other income (expense), net: |
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Interest expense - related party |
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Total other income (expense), net |
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Net loss before income taxes provision |
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Provision for income tax |
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Net loss |
| $ | ( | ) |
| $ | ( | ) |
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Net loss per common share - basic and diluted |
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Weighted average common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Table of Contents |
HAWKEYE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)
For the Six Months ended December 31, 2025
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| Common |
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| Common Stock |
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| Additional Paid-in |
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| Shares |
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| Amount |
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| Capital |
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| Deficit |
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| Total |
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Balance, June 30, 2025 |
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Common stock issued for debt settlement |
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Net loss |
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Balance, September 30, 2025 |
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Common stock issued for accounts payable settlement |
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Common stock issued for intellectual property |
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Net loss |
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Balance, December 31, 2025 |
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For the Six Months ended December 31, 2024
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| Additional |
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Balance, June 30, 2024 |
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Stock option cashless exercised |
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Net loss |
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Balance, September 30, 2024 |
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Net loss |
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Balance, December 31, 2024 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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| Table of Contents |
HAWKEYE SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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| Six Months Ended |
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| December 31, |
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Cash flows from operating activities: |
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Net loss |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Common stock issued for settlement of accounts payable - related party |
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Common stock to be issued for settlement of accounts payable - related party |
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Change in operating assets and liabilities: |
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Prepaid expense |
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Accounts payable and accrued liabilities - related party |
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Accounts payable and accrued liabilities |
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Accrued interest - related party |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Investment in Sub |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Net proceeds from Promissory note - related party |
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Net cash provided by financing activities |
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Net change in cash |
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Cash beginning of period |
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Cash end of period |
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Supplemental cash flow information |
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Cash paid for interest |
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Cash paid for taxes |
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Non-cash investing and financing activities: |
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Stock option cashless exercised |
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Common stock issued for settlement of accounts payable - related party |
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Common stock issued for settlement of intellectual property |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
| Table of Contents |
HAWKEYE SYSTEMS, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
Note 1 - Summary of Significant Accounting Policies
Business Overview
Hawkeye Systems, Inc. (the “Company”), is a Nevada corporation incorporated on May 15, 2018. From inception, until July 2021, we focused on selling personal protective equipment (“PPE”). We are pursuing investment opportunities into target companies in diversified industries, such as cybersecurity, and lending money to companies in the affordable housing and climate mitigation industries.
As of April 1, 2025, our management entered into an agreement with cybersecurity experts, Christian Schjolberg and Peter Herzog to create a Nevada limited liability company called Rift Cyber LLC, which is focusing its business efforts in the intersection of physical security and digital or cybersecurity. The Company through Rift Cyber LLC aims to produce the first unified smart sensor ecosystem which will turn beacons coming from devices such as cellular telephones, satellites, laptops, smart devices and other devices connected to the internet into an augmented reality that will track the location of people and devices to improve customer experiences by mapping customer behavior, improve client security by identifying behavior patterns associated with fraud, improve employee productivity by monitoring cue lengths and customer density, and to locate incidents and accidents to help personnel prevent injuries and accidents. The Company’s application, Rythe, will utilize modular platforms for physical asset monitoring, behavior anomaly detection, secure access controls, and integrating software and sensor layers.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting 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.
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 results 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, 2025, as filed with the SEC on October 15, 2025.
The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and 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, future results of operations will be affected. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. Significant estimates in 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.
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| Table of Contents |
Financial Instruments - Credit Losses (ASU 2016-13)
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 use 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 disclose significantly more information about allowances and credit quality indicators. The standard is effective for the Company for fiscal years beginning after December 15, 2022. As the Company has no accounts receivable, and only a small amount of cash is deposited in a secured bank, the Company believes that ASU 2016-13, Financial Instruments - Credit Losses, have no material impact on the Company.
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
As of December 31, 2025 and 2024, the Company had no revenue.
Cost of sales
As of December 31, 2025 and 2024, the Company had no cost of sales.
Basic and diluted earnings per share
Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common 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 a convertible note payable with accrued interest. For the three months ended December 31, 2025, and 2024, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-dilutive were as follows:
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Options |
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Total possible dilutive shares |
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Recent accounting pronouncements
Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements.
| 8 |
| Table of Contents |
Segment Reporting (ASU 2023-07)
In November 2023, the FASB issued Segment Reporting - ASU 2023-07 (Topic 280): Improvements to Reportable Segment Disclosures. FASB ASC Topic 280, “Segment Reporting,” requires the use of a “management approach” model for segment reporting. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Reportable segments are based on products and services, geographic location, legal structure, management structure, or any other way management breaks down the company.
The Company has adopted Segment Reporting - ASU 2023-07 effective January 1, 2024. Since the Company has no activity and no long-lived assets and management are located primarily in the United States. Our chief executive officer who is the chief operating decision maker (“CODM”) determined that the Company operates and manages the business as one reportable segment and one operating segment.
Note 2 - Going Concern
The Company’s financial statements are prepared using U.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 three months ended December 31, 2025, the Company had a net loss of $
Currently, the Company is a non-operating company with no full-time employees. All operating expenses are related to public filings and are supported by a related party loan. 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. Our current business plan is to build Rift Cyber LLC cybersecurity products and if those are unsuccessful, then we will need to acquire, merge or combine with another company (the “Target Business”). We intend to use capital stock, debt or a combination of both to effectuate business combinations with Target Businesses that have significant growth potential. If the Company is unable to obtain adequate capital, it could never be able to re-commence 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. Management’s plan to obtain such resources for the Company includes sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan.
There is no assurance that the Company will be able to obtain 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 will attain 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.
| 9 |
| Table of Contents |
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 provision of the Membership Agreement, the interest of any net profits would be shared
In addition,
HIE did not have any operating activities since July 2021. As a result, the Company’s investment balance in HIE as of December 31, 2025 was $
Note 4 - Promissory Loan Payable - related party
On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $
On April 1, 2024, the principal amount, plus accrued interest of $
As of December 31, 2025, and 2024, the outstanding loan balances under the debt consolidation agreement and accompanying promissory note were $
Note 5 - Stockholders’ Equity
Stock Options
Transactions in stock options for the months ended December 31, 2025 are as follows:
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| Number of options |
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| Weighted average exercise price |
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| Weighted average remaining life (in years) |
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Outstanding, June 30, 2025 |
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| $ |
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Granted |
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| - |
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| - |
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Cancelled |
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| - |
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| - |
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Exercised |
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| - |
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| - |
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Exercisable, September 30, 2025 |
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Cancelled |
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| - |
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| - |
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Exercised |
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| - |
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| - |
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Exercisable, December 31, 2025 |
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| $ |
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During the six months ended December 31, 2025, the Company had not granted any stock options. And all stock options were vested at the fiscal year end June 30, 2023.
At December 31, 2025, the intrinsic value of the outstanding options was $
Stock to be Issued
| · | On September 30, 2025, the Company’s board of directors granted current Chief Executive Officer, Corby Marshall |
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|
|
| · | On September 30, 2025, the Company’s board of directors granted former Chief Financial Officer, Chris Mulgrew |
Note 6 - Commitments and Contingencies
On December 1, 2023, the Company entered into a consulting agreement with Corby Marshall, the Company’s President, Secretary, Chief Executive Officer and Chairman of the Board of Director, to restructure the compensation received by Mr. Marshall from the Company (the “Marshall Consulting Agreement”). Pursuant to the terms of the Marshall Consulting Agreement, Mr. Marshall shall receive a flat fee of $
On July 17, 2020, the Company entered into a Membership Agreement (See “Investment in HIE LLC” in Item 1. Description of Business). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital for HIE, the Company shall contribute to repay
Note 7 - Investment in Subsidiary
On April 1, 2025, the Company, Christian Schjolberg, and Peter Herzog, filed articles of organization with the Secretary of State of the State of Nevada to form a member managed limited liability company called Rift Cyber LLC (“Rift”). The membership interest of Rift is divided as follows, the Company holds
Rift will be focused on developing technologies that operate at the intersection of physical and digital security. This move marks a strategic realignment of Hawkeye’s resources into the cyber security space.
As of December 31, 2025, the outstanding balance on investment in Rift was $
Note 8 - Subsequent Events
On February 19, 2026, the company issued
Between January 1, 2026 to February 23, 2026, the outstanding loan balance of Note 4 – Promissory Notes Payable – Related Parties increased by $
Management has evaluated subsequent events through the date of these financial statements were available to be issued. Based on our evaluation, we believe there are no events that requiring disclosure.
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ITEM 2. MANAGEMENT’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 three months and six months ended December 31, 2025.
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 quarterly report. The Management’s Discussion and Analysis contain 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 cybersecurity through its participation as a 25% member of Rift.
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
We had no operating revenues, and the cost of sales for the three months and six months ended December 31, 2025, and 2024. Total operating expenses in the three months and six months ended December 31, 2025, were $37,897, and $71,404 compared to $24,705 and $120,251for the same periods in 2024, respectively. The decrease in total operating expenses was primarily a result of a decrease in professional fees - related party, management compensation, and general and administrative expenses.
The Company’s net losses were $107,815 for the three months, and $209,348 for the six months ended December 31, 2025, compared to $87,675 for the three months and $244,395 for the six months ended December 31, 2024, respectively. The net losses for these periods are primarily a result of operating expenses, and interest expenses.
Liquidity and Capital Resources
Our cash balance at December 31, 2025 was $167 compared to zero at December 31, 2024. We do not believe these cash reserves are sufficient to cover our expenses for our operations for the next 12 months. We will require additional funding for our ongoing operations.
For the three-month and six-month periods ended December 31, 2025, we received $28,941 and $98,368, respectively; while for the three-month and six-month periods ended December 31, 2024, we received $63,663, and $119,263, respectively, from a promissory note issued by a related party.
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On April 1, 2025, the Company, Christian Schjolberg, and Peter Herzog, filed articles of organization with the Secretary of State of the State of Nevada to form a member managed limited liability company called Rift Cyber LLC (“Rift”). In connection with the formation of Rift, Jö & Fyse UG (an entity controlled by Christian Schjolberg), and Peter Herzog executed an intellectual property assignment agreement (the “IP Assignment”), whereby they assigned to Rift, all of the intellectual property rights in and to the core technology, RF environment mapping methodology, authentication framework, data collection and aggregation mechanism, applications and use cases, and prototype implementations and source code of Rift Tech. Rift will be focused on developing technologies that operate at the intersection of physical and digital security. This move marks a strategic realignment of our resources into the cyber security space.
We are a smaller reporting company and have accumulated losses to date. Under a limited operations scenario to maintain our corporate existence, we believe we will require approximately $70,000 per quarter in order to keep the Company current with our reporting and filing obligations with the SEC. We intend to raise funds through the sale of equity and debt securities. In addition, the following actions will be performed by the management for the next 12 months:
| · | Raise the money necessary to launch the seeker, one of Rift’s first products. |
| · | Hire appropriate resources to improve public filings from a time and compliance perspective. |
| · | Develop MVP(minimum viable product) necessary to get Rift’s first customer. |
| · | Further establish the requirements and opportunities for application and the segment that should emerge from this technology. |
There are no assurances that we will be able to obtain further funds required for our continued operations, nor raise the money or recruit the proper talent to build out the market and develop sales and marketing strategy for the coming year. In addition, even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the additional financing needed will have an adverse effect on our ability to remain in business.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through equity offerings, warrant exercises, and related party advances in the near future. We have no guarantees or firm commitments that the related party advances will continue in the near future.
Existing working capital, further advances, together with anticipated capital raises are expected to be adequate to fund our operations over the next twelve months, but there is no guarantee that we will be successful in raising enough capital, or that we will receive the cash flow required to fund our operations. We have no lines of credit with banking institutions or other bank financing arrangements. 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 current 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. For a discussion of the related items, please see Note 6 - Commitments and Contingencies.
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 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.
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Going Concern
As reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately $13,419,879 at December 31, 2025, and net loss from operations of $209,348 for the six months ended December 31, 2025.
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 since inception. These factors raise substantial doubt about our ability to continue as a going concern.
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 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 we 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 1.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. In our review, we sought to find potential for material weaknesses in our financial controls, which is defined as a deficiency, or combination of deficiencies, in our accounting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Because of its inherent limitations, which include a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures, internal control over financial reporting may not prevent or detect misstatements, whether unintentional errors or fraud. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.
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Our management, consisting of Corby Marshall as Chief Executive Officer and Chief Financial Officer who is a contractor, reviewed and evaluated the effectiveness of the Company’s internal control over disclosure controls and procedures (as such term is defined in Rules 13a-15(3) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) and financial reporting as of December 31, 2025. In making this assessment, our management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as well as the guidance provided in SEC Release 33-8809. In such an evaluation, Mr. Marshall assessed daily interaction, self-assessment and other ongoing monitoring activities as evidence in the evaluation. Furthermore we sought to identify financial reporting risks, identify controls that adequately address financial reporting risks, consider entity level controls, review the role of technology in our controls and review the evidence available to support the assessment.
Based on this evaluation, our management concluded that, as of December 31, 2025, our disclosure controls and our internal controls over financial reporting were not effective in recording, processing, summarizing and reporting on a timely basis information required to be disclosed in the reports that we file or submit under the Exchange Act; and were not effective in assuring that information required to be disclosed in the reports we file or submit under the Exchange Act is actually disclosed or filed. Our management concluded that this is due to material weaknesses including (i) the Company having only one officer handling all financial transactions, (ii) lack of appropriate operational controls and consistency in providing our accounting personnel with financial information, (iii) incomplete financial statements on a daily basis and resulting errors in our underlying accounting system, (iv) lack of proper documentation of our assessment and evaluation, and (v) our determination that internal controls were ineffective due to the limited segregation of duties because of the limited management structure. As the Company is a dormant entity and all operating activities are incurred to comply with public filing requirements, management believes that the material deficiency has a limited impact on the Company.
Changes in Internal Control over Financial Reporting.
There were no changes in our internal control over financial reporting that occurred during the quarters ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
From time to time the Company may be named in claims arising in the ordinary course of business. Currently, we are not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this quarterly 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 property that, in the opinion of the management, could reasonably be expected to have a material adverse effect on its business and financial condition.
Item 1A - Risk Factors
Not required for Smaller Reporting Companies.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
No disclosure required.
Item 3 - Defaults Upon Senior Securities
No disclosure required.
Item 4 - Mine Safety Disclosure
No disclosure required.
Item 5 - Other Information
No disclosure required.
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Item 6 - Exhibits
Exhibits:
Exhibit |
| Description |
|
|
|
| ||
| ||
| Certification of Chief Executive Officer pursuant to Section 1350 | |
| Certification of Chief Financial Officer pursuant to Section 1350 | |
101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104* |
| Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Hawkeye Systems, Inc. |
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Date: February 23, 2026 | By: | /s/ Corby Marshall |
|
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| Corby Marshall, Chief Executive Officer |
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| Principal Executive Officer |
|
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| Chief Financial Officer |
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| 18 |