Hawkeye Systems (HWKE) posts Q1 2026 loss, warns on going concern and liquidity

Rhea-AI Filing Summary

Hawkeye Systems, Inc. reported another quarter with no revenue and a net loss of $101,533 for the three months ended September 30, 2025, narrowing its loss from $156,720 a year earlier as operating expenses fell to $33,507 from $95,546. Cash remained very limited at $318, while total liabilities were about $3.15 million, including a related-party promissory note of $2,289,322 and accrued interest of $379,575.

The company had an accumulated deficit of $13,312,064 and a stockholders’ deficit of $3,068,887, and it disclosed “substantial doubt” about its ability to continue as a going concern, as it is a non-operating entity relying on related-party funding. Management is shifting strategy toward cybersecurity through a 25% interest in Rift Cyber LLC and has approved stock grants totaling 1.6 million shares to settle payables and compensate for intellectual property that supports this new focus.

Positive

• None.

Negative

• Severe liquidity and leverage: Cash of $318 versus total liabilities of $3,148,705, including a $2,289,322 related-party promissory note and $379,575 accrued interest, leaves the company highly dependent on external funding.
• Going concern warning: Management cites a net loss of $101,533, an accumulated deficit of $13,312,064, no revenue, and reliance on related-party loans as factors creating substantial doubt about the company’s ability to continue as a going concern.
• Persistent stockholders’ deficit: Stockholders’ deficit of $3,068,887 and ongoing losses highlight prolonged undercapitalization despite prior financings and restructuring efforts.
• Non-operating status and funding needs: The company describes itself as a non-operating entity with no full-time employees and estimates it needs about $70,000 per quarter to stay current on SEC filings, requiring new equity or debt financing.

Insights

Small-cap credit and going-concern analyst

Hawkeye shows severe liquidity strain, heavy related-party debt, and going concern risk despite lower quarterly losses.

Hawkeye Systems reported a net loss of $101,533 for the quarter ended September 30, 2025, an improvement from $156,720 a year earlier driven by lower operating expenses of $33,507 versus $95,546. However, the business still generated no revenue and remains a non-operating entity focused mainly on public company compliance and early-stage cyber investments.

The balance sheet is highly leveraged and thinly capitalized. Cash was only $318, while total liabilities were $3,148,705, including a related-party promissory note of $2,289,322 and related-party accrued interest of $379,575, plus a $442,251 loan payable to a joint venture partner. Stockholders’ deficit was $3,068,887 and accumulated deficit reached $13,312,064, indicating significant historical losses.

Management explicitly states that these factors raise “substantial doubt” about the company’s ability to continue as a going concern and that operations depend on raising additional capital through equity, debt, and related-party support. The shift toward cybersecurity via a 25% interest in Rift Cyber LLC, supported by an investment of $64,815 and share grants for intellectual property, represents a strategic realignment, but its financial impact is not yet reflected in revenue or profits.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

(Mark one) 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ____________ to __________

Commission File Number: 333-180954 

HAWKEYE SYSTEMS, INC. 

(Exact name of registrant as specified in its charter) 

Nevada		83-0799093
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer  Identification No.)

6605 Abercorn, Suite 204

Savannah, GA 31405

(Address of principal executive offices (Zip Code) 

(912) 253-0375 

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. ☒ Yes      ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). ☒ 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 growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Non-accelerated Filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		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). ☐ Yes      ☒ No

The number of shares outstanding of each of the issuer’s classes of common equity as of December 5, 2025, was 8,706,772 shares of common stock.

TABLE OF CONTENTS

			Page
Part 1	FINANCIAL INFORMATION		3
Item 1	Financial Statements (unaudited)		3
	Condensed Consolidated Balance Sheets as of September 30, 2025, (unaudited) and June 30, 2024 (audited)		3
	Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 (unaudited)		4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended September 30, 2025 and 2024 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)		6
	Notes to the Unaudited Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		14
Item 4.	Controls and Procedures		14
Part II.	OTHER INFORMATION		16
Item 1	Legal Proceedings		16
Item 1A	Risk Factors		16
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3	Defaults Upon Senior Securities		16
Item 4	Mine Safety Disclosures		16
Item 5	Other Information		16
Item 6	Exhibits		17
	SIGNATURES		18

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		(Unaudited) September 30,				(Audited) June 30,
		2025				2025
ASSETS
Current assets:
Cash		$	318			$	502
Prepaid expenses			14,685				2,600
Total current assets			15,003				3,102
Investment in Subsidiary			64,815				54,815
Total assets		$	79,818			$	57,917
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities – related party		$	-			$	110,000
Accounts payable and accrued liabilities			37,557				51,575
Accrued interest – related party			379,575				311,550
Promissory note payable – related party			2,289,322				2,219,895
Total current liabilities			2,706,454				2,693,020
Long-term liabilities:
Loan payable due to Eagle - JV partner			442,251				442,251
Total liabilities			3,148,705				3,135,271
Commitments and contingencies (Note - 6)			-				-
Stockholders’ deficit:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding			-				-
Common stock, $0.0001 par value, 400,000,000 shares authorized; 8,706,772 and 8,706,772 shares issued and outstanding, respectively			870				870
Additional paid-in capital			10,082,307				10,082,307
Stock to be Issued			160,000				50,000
Accumulated deficit			(13,312,064	)			(13,210,531	)
Total stockholders’ deficit			(3,068,887	)			(3,077,354	)
Total liabilities and stockholders’ deficit		$	79,818			$	57,917

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

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HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended
		September 30,
		2025				2024
Operating expenses:
General and administrative		$	6,380			$	8,438
Management compensation			-				10,500
Professional fees			27,127				76,608
Total operating expenses			33,507				95,546
Loss from operations			(33,507	)			(95,546	)
Other income (expense), net:
Other income			-				-
Interest income			-				-
Interest expense - related party			(68,026	)			(61,174	)
Total other income (expense), net			(68,026	)			(61,174	)
Net loss before income taxes provision			(101,533	)			(156,720	)
Provision for income tax			-				-
Net loss		$	(101,533	)		$	(156,720	)
Net loss per common share - basic and diluted		$	(0.01	)		$	(0.02	)
Weighted average common shares outstanding - basic and diluted			8,706,772				8,699,923

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

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HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)

For the Three Months ended September 30, 2025

														Common
		Common Stock								Additional Paid-in				Stock to be				Accumulated				Stockholders'
		Shares				Amount				Capital				issued				Deficit				Deficit
Balance, June 30, 2025			8,706,772			$	870			$	10,082,307			$	50,000			$	(13,210,531	)		$	(3,077,354	)
Common stock issued for debt settlement			-				-				-				110,000				-				110,000
Net loss																			(101,533	)			(101,533	)
Balance, September 30, 2025			8,706,772			$	870			$	10,082,307			$	160,000			$	(13,312,064	)		$	(3,068,887	)

For the Three Months ended September 30, 2024

										Additional
		Common Stock								Paid-in				Accumulated
		Shares				Amount				Capital				Deficit				Total
Balance, June 30, 2024			8,661,772			$	866			$	10,082,311			$	(12,687,204	)		$	(2,604,027	)
Stock option cashless exercised			45,000				4				(4	)
Net loss															(156,720	)			(156,720	)
Balance, September 30, 2024			8,706,772			$	870			$	10,082,307			$	(12,843,924	)		$	(2,760,747	)

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

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HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Three Months Ended
		September 30,
		2025				2024
Cash flows from operating activities:
Net loss		$	(101,533	)		$	(156,720	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock to be issued for settlement of debts			110,000				-
Change in operating assets and liabilities:
Prepaid expense			(12,085	)			(11,800	)
Accounts payable and accrued liabilities– related party			(110,000	)			51,752
Accounts payable and accrued liabilities			(14,018	)			-
Accrued interest - related party			68,025				61,175
Net cash used in operating activities			(59,611	)			(55,593	)
Cash flows from investing activities:
Investment in Sub			(10,000	)			-
Net cash used in investing activities			(10,000	)			-
Cash flows from financing activities:
Net proceeds from Promissory note - related party			69,427				55,600
Net cash provided by financing activities			69,427				55,600
Net change in cash			(184	)			7
Cash beginning of period			502				-
Cash end of period		$	318			$	7
Supplemental cash flow information
Cash paid for interest		$	-			$	-
Cash paid for taxes		$	-			$	-

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

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HAWKEYE SYSTEMS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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 still in the process of liquidating our PPE inventory, while 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 an 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 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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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 September 30, 2025 and 2024, the Company had no revenue.

Cost of sales

As of September 30, 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 September 30, 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:

		September 30,				September 30,
		2025				2024
Options			322,600				332,600
Total possible dilutive shares			322,600				332,600

Recent accounting pronouncements

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

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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. Management has 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 September 30, 2025, the Company had a net loss of $101,533, and an accumulated deficit of $13,312,064. 

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.  

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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 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 Additional Contribution and of any losses of HIE.

In addition, the Company is obliged to repay 1/3 of the loan contributed by Eagle or 1/3 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 September 30, 2025 was $0, and the loan balance payable to joint venture partner Eagle totaled $442,251, unchanged since year 2021.

Note 4 – Promissory Loan 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 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.

On April 1, 2024, the principal amount, plus accrued interest of $170,183 under the Steve Hall Note was settled with a debt consolidation agreement between the Company and Steve Hall. The debt consolidation agreement was accompanied by a promissory note which matures on December 31, 2025, with an annual interest rate of 12%. 

As of September 30, 2025, and 2024, the outstanding loan balances under the debt consolidation agreement and accompanying promissory note were $2,289,322 and $2,050,223 with interest of $379,575 and $120,066 accrued, respectively. 

Note 5 – Stockholders’ Equity

Stock Options

Transactions in stock options for the three months ended September 30, 2025 are as follows:

		Number of options				Weighted average exercise price				Weighted average  remaining life (in years)
Outstanding, June 30, 2025			322,600			$	0.98				1.81
Granted			-				-				-
Cancelled			-				-				-
Exercised			-				-				-
Exercisable, September 30, 2025			322,600				0.98				1.56

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During the three months ended September 30, 2025, the Company had not granted any stock options. And all stock options were vested at the fiscal year end June 30, 2023.

At September 30, 2025, the intrinsic value of the outstanding options was $0.

Stock to be Issued

	·	On September 30, 2025, the Company’s board of directors granted current Chief Executive Officer, Corby Marshall 500,000 shares of the Company’s common stock to settle outstanding accounts payable, amounting to $50,000. As of the date of this report, these shares have not yet been issued.
	·	On September 30, 2025, the Company’s board of directors granted former Chief Financial Officer, Chris Mulgrew 600,000 shares of the Company’s common stock to settle outstanding accounts payable, amounting to $60,000. As of the date of this report, these shares have not yet been issued.
	·	A total of 500,000 shares of common stock valued at $50,000 are to be issued to Christian Schjolberg, and Peter Herzogand as consideration for intellectual property assigned by them to Rift Cyber LLC. As of the date of this report, these shares have not yet been issued (see note 7).

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 $500.00 monthly for his services rendered to the Company starting from December 1, 2023, and thereafter. The agreement is terminated in fiscal year 2026, and Mr. Marshall received no compensation between July 1 and September 30, 2025. 

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 33.3% of the Origination Loan and Additional Contribution and of any losses of HIE. HIE did not have operating activities during the fiscal year of 2025 and 2024, respectively.  

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 25% of Rift’s membership interest; Christian Schjolberg, and Peter Herzog hold the remaining 75% of Rift’s membership interest. 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. As consideration for the IP Assignment, the Company’s board granted each of Jö & Fyse UG, and Peter Herzog, 250,000 shares of common stock of the Company. Such shares have not yet been issued as of the date of this report but will be issued as soon as possible.

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 September 30, 2025, the outstanding balance on investment in Rift was $64,815.

Note 8 – Subsequent Events

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 ended September 30, 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 ended September 30, 2025, and 2024. Total operating expenses in the three months ended September 30, 2025, were $33,507 compared to $95,546 for the same period in 2024.  The decrease in operating expenses is primarily a result of a decrease in professional fees - related party, management compensation, and general and administrative expenses.

The Company’s net loss was $101,533 for the three months ended September 30, 2025, compared to $156,720 for the three months ended September 30, 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 September 30, 2025 was $318 compared to $7 at September 30, 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.

During our fiscal quarter ended September 30, 2025, and 2024, we received $69,427, and $55,600, 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 $13,312,064 at September 30, 2025, and net loss from operations of $101,533 for the three months ended September 30, 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 September 30, 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 September 30, 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 fiscal quarters ended September 30, 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
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32.1*		Certification of Chief Executive Officer pursuant to Section 1350
32.2**		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.
Date: December 5, 2025	By:	/s/ Corby Marshall
		Corby Marshall, Chief Executive Officer
		Principal Executive Officer
		Chief Financial Officer

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FAQ

What were Hawkeye Systems, Inc. (HWKE) results for the quarter ended September 30, 2025?

For the three months ended September 30, 2025, Hawkeye Systems reported no revenue and a net loss of $101,533, compared with a net loss of $156,720 for the same period in 2024. Operating expenses declined to $33,507 from $95,546, mainly due to lower professional fees, management compensation, and general and administrative costs.

What is Hawkeye Systems, Inc. (HWKE) current financial position and liquidity?

As of September 30, 2025, Hawkeye Systems had cash of $318 and total assets of $79,818. Total liabilities were $3,148,705, including a related-party promissory note of $2,289,322, accrued related-party interest of $379,575, and a $442,251 loan payable to a joint venture partner. Stockholders’ deficit was $3,068,887, reflecting significant negative equity.

Does Hawkeye Systems, Inc. (HWKE) face a going concern risk?

Yes. The company discloses that it incurred a quarterly net loss of $101,533, has an accumulated deficit of $13,312,064, no revenue, minimal cash of $318, and depends on related-party loans and future financings. These factors “raise substantial doubt” about its ability to continue as a going concern, and the financial statements do not include adjustments if it cannot continue operations.

What is Rift Cyber LLC and how is Hawkeye Systems, Inc. (HWKE) involved?

On April 1, 2025, Hawkeye, together with cybersecurity experts Christian Schjolberg and Peter Herzog, formed Rift Cyber LLC, a Nevada limited liability company. Hawkeye owns 25% of Rift’s membership interest, and its investment balance in Rift was $64,815 as of September 30, 2025. Rift aims to develop technologies at the intersection of physical and digital security, representing a strategic realignment of Hawkeye’s resources into cybersecurity.

What share issuances has Hawkeye Systems, Inc. (HWKE) approved but not yet completed?

The board approved several grants classified as stock to be issued totaling $160,000 in value: 500,000 shares to CEO Corby Marshall to settle $50,000 of accounts payable, 600,000 shares to former CFO Chris Mulgrew to settle $60,000 of accounts payable, and 500,000 shares valued at $50,000 to Christian Schjolberg and Peter Herzog as consideration for intellectual property assigned to Rift Cyber LLC. These shares had not been issued as of the report date.

How is Hawkeye Systems, Inc. (HWKE) planning to fund its operations going forward?

Management states that it expects to fund working capital needs through equity offerings, debt securities, and related-party advances. The company estimates it needs about $70,000 per quarter under a limited operations scenario to stay current with SEC reporting, and notes there are no guarantees it will successfully raise sufficient capital.

What did Hawkeye Systems, Inc. (HWKE) disclose about internal controls over financial reporting?

Management, led by CEO and acting CFO Corby Marshall, concluded that disclosure controls and internal control over financial reporting were not effective as of September 30, 2025. Identified material weaknesses include reliance on a single officer for financial transactions, limited segregation of duties, incomplete daily financial records, and lack of documentation. Management noted the company’s dormant status and limited operations when assessing the impact.