10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q 

(Mark One)

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

For the quarterly period ended March 31, 2023

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

For the transition period from ____________ to ____________

Commission file number: 000-56332

Hawkeye Systems, Inc.

(Exact name of small business issuer as specified in its charter)

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

6605 Abercorn, Suite 204

Savannah, GA 31405

(Address of principal executive offices)

(912) 253-0375

(Registrants telephone number, including area code)

_______________________________________________________________

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

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

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 May 22, 2023, was  5,477,222 shares of common stock.

Contents

		Page
Part 1	FINANCIAL INFORMATION	3
Item 1	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2023 (unaudited) and June 30, 2022 (audited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended March 31, 2023, and 2022 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three and nine months ended March 31, 2023 and 2022 (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	11
Item 4.	Controls and Procedures	13
Part II.	OTHER INFORMATION	18
Item 1	Legal Proceedings	20
Item 1A	Risk Factors	20
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3	Defaults Upon Senior Securities	20
Item 4	Mine Safety Disclosures	20
Item 5	Other Information	20
Item 6	Exhibits	21
	SIGNATURES	22

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,			June 30,
	2023			2022
ASSETS
Current assets:
Cash	$	499,690		$	325
Accounts receivable		5,000			-
Prepaid expenses		5,925			1,333
Interest receivable		10,521			-
Loan receivable		200,000			-
Total current assets		721,136			1,658
Total assets	$	721,136		$	1,658
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable – related party	$	672,573		$	163,687
Accounts payable		16,384			7,637
Accrued liabilities – related party		30,218			22,322
Accrued interest – related party		217,835			79,946
Convertible note payable - related party		500,000			500,000
Line of credit - related party		525,000			265,000
Promissory Loan Payable – related party		700,000			-
Common stock payable - related party		30,000			624,344
Total current liabilities		2,692,010			1,662,936
Loan payable to Eagle - JV partner		442,251			442,251
Total liabilities	$	3,134,261		$	2,105,187
Commitments and contingencies (Notes 5 to 9)
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; 4,227,222 and 2,560,416 shares issued and outstanding, respectively (see Note 13)	$	423		$	256
Additional paid-in capital		9,377,727			8,778,391
Accumulated deficit		(11,791,275	)		(10,882,176	)
Total stockholders’ deficit		(2,413,125	)		(2,103,529	)
Total liabilities and stockholders’ deficit	$	721,136		$	1,658

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

3

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	March 31,						March 31,
	2023			2022			2023			2022
Sales	$	-		$	-		$	-		$	-
Operating expenses:
General and administrative		19,136			13,627			68,102			127,670
Management compensation		111,250			124,167			333,802			520,906
Professional fees		12,538			10,837			92,413			49,971
Professional fees - related party		250,000			15,500			292,415			167,758
Marketing		-			3,118			-			5,813
Total operating expenses		392,924			167,249			786,732			872,118
Loss from operations		(392,924	)		(167,249	)		(786,732	)		(872,118	)
Other income and expense:
Other income		5,000			-			5,000			-
PPP loan forgiveness		-			17,139			-			17,139
Interest income (expense)		10,521			-			10,521			(85	)
Interest expense - related party		(50,308	)		(43,799	)		(137,888	)		(107,602	)
Total other expense		(34,787	)		(26,660	)		(122,367	)		(90,548	)
Net loss	$	(427,711	)	$	(193,909	)	$	(909,099	)	$	(962,666	)
Net loss per common share - basic and diluted	$	(0.10	)	$	(0.08	)	$	(0.22	)	$	(0.43	)
Weighted average common shares outstanding - basic and diluted (1)		4,227,142			2,560,416			4,062,935			2,229,896

(1) These quantities have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023.

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

4

HAWKEYE SYSTEMS, INC.

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

(Unaudited)

For the nine months ended March 31, 2023

					Additional
	Common Stock				Paid-in		Accumulated
	Shares(1)		Amount		Capital		Deficit			Total
Balance, June 30, 2022		2,560,416	$	256	$	8,778,391	$	(10,882,176	)	$	(2,103,529	)
Common stock issued for common stock payable		1,666,667		167		594,177		-			594,344
Stock based compensation – options		-		-		5,159		-			5,159
Net loss		-		-		-		(215,096	)		(215,096	)
Balance, September 30, 2022		4,227,083	$	423	$	9,377,727	$	(11,097,272	)	$	(1,719,122	)
Net loss		-		-		-		(266,292	)		(266,292	)
Balance, December 31, 2022		4,227,083	$	423	$	9,377,727	$	(11,363,564	)	$	(1,985,414	)
Shares issued for rounding to reflect the 1 for 10 reverse stock split		139		-		-		-			-
Net loss		-		-		-		(427,711	)		(427,711	)
Balance, March 31, 2023		4,227,222	$	423	$	9,377,727	$	(11,791,275	)	$	(2,413,125	)

(1) These quantities have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023.

For the Nine Months ended March 31, 2022 (Restated)

					Additional
	Common Stock				Paid-in			Accumulated
	Shares(1)		Amount		Capital			Deficit			Total
Balance, June 30, 2021		1,792,115	$	179	$	7,958,622		$	(9,713,661	)	$	(1,754,860	)
Common stock issued for settlement of debt		30,000		3		29,997			-			30,000
Stock based compensation – options		-		-		73,994			-			73,994
Net loss		-		-		-			(311,355	)		(311,355	)
Balance, September 30, 2021		1,822,115	$	182	$	8,062,613		$	(10,025,016	)	$	(1,962,221	)
Common shares issued for stock payable		110,800		11		276,989			-			277,000
Cumulative-effect adjustment from adoption of ASU 2020-06		-		-		(169,354	)		-			(19,627	)
Stock based compensation - options		-		-		284,727			-			284,727
Stock option cashless exercised		603,501		61		(61	)		-			-
Net loss		-		-		-			(486,842	)		(486,842	)
Balance, December 31, 2021		2,536,416	$	254		8,452,632		$	(10,362,131	)	$	(1,906,963	)
Stock option cashless exercised		24,000		2		22			-			24
Stock based compensation - options		-		-		5,158			-			5,158
Net loss		-		-		-			(194,784	)		(194,784	)
Balance, March 31, 2022		2,560,416	$	256	$	8,609,821		$	(10,706,642	)	$	(2,096,565	)

(1) These quantities have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023.

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

5

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(909,099	)	$	(962,666	)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness		-			(17,139	)
Stock based compensation – options and warrant		5,159			363,879
Change in operating assets and liabilities:
Accounts receivable		(5,000	)		-
Prepaid expense		(4,592	)		(1,833	)
Interest receivable		(10,521	)		-
Accounts payable and accrued liabilities		8,747			51,475
Accounts payable and accrued liabilities - related party		516,782			83,160
Accrued interest - related party		137,889			44,710
Net cash used in operating activities		(260,635	)		(438,414	)
Cash flows from investing activities:
Note receivable from CNTNR		(200,000	)		-
Net cash used in investing activities		(200,000	)		-
Cash flows from financing activities:
Net proceeds from line of credit – related party		260,000			-
Net proceeds from promissory note – related party		700,000			-
Net proceeds from convertible note - related party		-			175,000
Net cash provided by financing activities		960,000			175,000
Net change in cash		499,365			(263,414	)
Cash beginning of period		325			282,131
Cash end of period	$	499,690		$	18,717
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Common stock issued exchanged for common stock payable – related party	$	594,344		$	-
Common stock issued exchanged for common stock payable	$	-		$	277,000
Replacement of Inventory financing payable to convertible note	$	-		$	500,000
Common stock issued for settlement of debt	$	-		$	30,000
Stock option cashless exercised	$	-		$	627

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

6

HAWKEYE SYSTEMS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2023

Note 1 - Summary of Significant Accounting Policies

Business Overview

Hawkeye Systems, Inc. (the “Company”), a Nevada corporation incorporated on May 15, 2018. Our previous focus was on pandemic management products and services. We are currently seeking opportunities while actively trying to liquidate mask inventory and wind-up existing deals. The Company is currently looking for investment opportunities in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From inception until the date of this filing our activities have primarily consisted of (i) liquidating our stock of personal protective equipment (“PPE”) products, (ii) the development of our business plan and the evaluation of strategic investment and business development strategies, including the execution of letters of intent and the provision of funding to a few selected target companies, and (iii) recruiting and adding additional consultants and employees.

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, 2022, as filed with the SEC on December 14, 2022.

Use of estimates

The preparation of consolidated financial statements in conformity with 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, valuation of beneficial conversion feature on convertible notes and the valuation allowance on deferred tax assets.

Accounts receivable and allowance for doubtful accounts

Accounts receivable consist of balances due from other income in the current quarter ended March 31, 2023, compared to no accounts receivable for the same period in 2022. As the historical trends in collectability is not available to derive an appropriate estimated allowance, the allowance for doubtful accounts was $0 as of March 31, 2023.

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.

7

Revenue recognition

As of March 31, 2023, the Company has generated revenues of $5,000 in consulting fees for an agreement with CNTNR. In the year ended June 30, 2022, the Company had no revenues. The revenue was recorded under other income. The consultant fees are payable on a monthly basis commencing March 1, 2023, pursuant to the agreement discussed in detail in Note 10 - Notes Receivable.  

The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied.

Cost of sales

As of March 31, 2023, and 2022, the Company had no Cost of Sales.

Basic and diluted earnings per share 

Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are 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 convertible note payable with accrued interest. For the nine months ended March 31, 2023, and 2022, potentially dilutive common stock equivalents were excluded from the calculation of diluted earnings per share because they were anti-dilutive as follows:

	March 31,		March 31,
	2023		2022
Warrants		239,400		249,400
Options		425,600		100,600
Convertible notes		6,208,130		3,575,000
Common stock payable		75,000		-
Total possible dilutive shares (See note 13)		6,948,129		3,925,000

The shares above have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023. See further discussion on Note 13 – stock reverse split.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s unaudited condensed consolidated financial statements.

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

We early adopted this standard effective July 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed financial statements for the nine months ended March 31, 2023 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy.

8

Note 2 - Going Concern

The Company’s unaudited condensed consolidated financial statements are prepared using GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the nine months ended March 31, 2023, the Company had a net loss of $909,099. As of March 31, 2023, the Company had an accumulated deficit of $11,791,275.

The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

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.

Note 3 – Restatement of Financial Statements for the Quarter End March 31, 2022

On 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 Agreement, the interest of any net profits would be shared in a ratio of 33.3% among each member.  Upon the occurrence of any loss in some or all of the HIE’s capital, all members would be responsible to contribute capital to repay the loan, and additional contribution, with each party being responsible for 33.3% of the loss. 

Restatement Effect on Financial Statements

The Company did not receive any updates of the fiscal year 2021 financial statements from HIE until October, 2022. For the fiscal year ended June 30, 2021, HIE had a loan balance of $2,122,963 secured by Eagle, of which the Company has recognized 1/3 amounting to $707,654 as a guarantee of loan payable to Eagle - JV partner, the same amount as investment in HIE, as stipulated in the Membership Agreement. In addition, HIE incurred an operating loss of $1,385,962, which resulted in the Company recording 1/3 of its loss of $461,987 under other expenses on the statement of income to offset the investment in HIE as under equity method in accordance with FASB ASC 323.

As of March 31, 2022, the balance of investment in HIE was $245,667 and the balance of loan payable to Eagle - JV partner was $707,654. Since there were no operating activities or financial movement between July 1, 2021 to March 31, 2022, the investment in HIE and the loan payable to Eagle - JV partner are the same as of June 30, 2021.

9

Effects on the previously issued year 2021 balance sheet referencing the restatement of asset, liability and equity are as follows:  

Balance Sheet at March 31, 2022:	Originally Reported			Restatement Adjustment			As Restated
ASSETS
Current assets:
Cash	$	18,717		$	-		$	18,717
Prepaid expenses		4,833			-			4,833
Total current assets		23,550			-			23,550
Investment in HIE		-			245,667			245,667
Total assets	$	23,550		$	245,667		$	269,217
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	282,277		$	-		$	282,277
Convertible note payable, net of discount - related party		1,175,000			-			1,175,000
Common stock payable - related party		200,000			-			200,000
Total current liabilities		1,657,277			-			1,657,277
Long-term liabilities:
Loan payable due to Eagle - JV partner		-			707,654			707,654
PPP loan		-			-			-
Total liabilities		1,657,277			707,654			2,364,931
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; 2,560,416, and 2,560,416 shares issued and outstanding, respectively		256			-			256
Additional paid-in capital		8,460,070			-			8,460,070
Accumulated deficit		(10,094,053	)		(461,987	)		(10,556,040	)
Total stockholders’ equity deficit		(1,633,727	)		(461,987	)		(2,095,714	)
Total liabilities and stockholders’ deficit	$	23,550		$			$	269,217

Since there were no operating activities between July 01, 2021 to March 31, 2022, the previously issued March 31, 2022 Statement of Operations has not changed.

Note 4 – Joint Venture Investment in HIE LLC

On 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 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, all members of HIE shall be responsible to contribute capital to repay the loan, and additional contribution, with each party being responsible for 33.3% of the loss. 

The joint venture investment in HIE LLC is accounted for by the Company using the equity method in accordance with FASB ASC 323.  There were no operating activities in HIE during the quarter ended March 31, 2023.

As of March 31, 2023, and June 30, 2022, the balances of investment in HIE were $0 in both periods.

10

Note 5 – Loan payable due to Eagle - JV partner

On July 17, 2020, the Company entered into a Membership Agreement (See “Note 4 - Joint Venture Investment in HIE LLC ”). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital of HIE, 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.  As of March 31, 2023, and December 31, 2022, the balances of loan payable to Eagle - JV partner totaled $442,251, and $707,654, respectively.

HIE had no operating activities for the nine months ended March 31, 2023. 

Note 6 – Convertible Notes Payable – related party     

On February 19, 2021, Steve Hall, an investor who holds approximately 72% of the Company’s common stock advanced $1 million to the Company. The purpose of the advance was to purchase inventory to satisfy customer orders. The advance would be repaid upon cash being received from the end customer. In addition to the principal amount of the advance, the related party will be entitled to 1/3 of the gross profit earned on the transaction. The terms of the agreement are non-interest bearing. The creditor is 100% at risk as this is a non-recourse funding vehicle. 

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

On October 1, 2021, the Company and Steve Hall entered into an agreement to replace the inventory financing payable of $500,000 with a convertible note with annual simple interest rate of 12% for the first 90 days and annual simple interest rate of 20% thereafter, with a due date on September 30, 2022. At the option of holder, this note is convertible, at any time, into shares of common stock at a conversion price of $0.02 per share.

The note’s maturity date was extended to September 30, 2023.

As of March 31, 2023, and June 30, 2022, the accrued interest under the note was $140,000, and $64,932, and the principal balance was $500,000 at the end of both quarters, respectively.

Note 7 – Line of Credit – related party

On October 1, 2021, Steve Hall agreed to provide a line of credit of up to $1,000,000 to the Company with simple interest at a rate of 12% for the first 90 days, and simple interest at a rate of 20% per annum thereafter. The principal and interest payable shall be added to the principal amount of the agreement and payable pursuant to the same terms. The line of credit shall expire on October 1, 2022 unless renewed and/or extended by lender and borrower.  Subsequently, the line of credit has been renewed and extended with same terms and an expiration date of October 1, 2023.

As of March 31, 2023 and June 30, 2022, the outstanding principal totaled $525,000, and $265,000 with accrued interest of $75,566, and $15,015, respectively. 

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Note 8 – Promissory notes payable – related party

On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $1,000,000, as evidenced by a promissory note with an annual interest rate of 12% per year (the “Steve Hall Note”). The purpose of the Steve Hall Note was to provide the Company with a funding source to make 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 will repay the outstanding principal balance of the Steve Hall Note to the lender and transfer 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the CNTNR Warrants as described below in Note 10 - Note Receivable.

As of March 31, 2023, the outstanding loan balance was $700,000 with accrued interest of $2,268.

 Note 9 – Accrued expenses – related party

Between September 2021 to September 2022, the Company had accepted deposits in the total of $30,218 from CNG. on a sale of face masks on behalf of Steve Hall, the CEO of Hawkeye Systems, Inc.  As of March 31, 2023, the deposits remain with the Company and has not been sent to Steve.  In addition, there are no fixed repayment terms or any repayment arrangement on this accrued liability.

Note 10 – Note receivable

On February 27, 2023, the Company entered into an initial promissory note with CNTNR and made an advanced payment of $200,000 to the borrower the following date.  Subsequently, on April 6, 2023, the Company restated the unsecured Promissory Note Agreement with CNTNR (the “CNTNR Note”) which superseded the prior agreement made in February 2023.  In the restated agreement, the Company agreed to lend CNTNR the total principal amount (“Principal Amount”) of $1,000,000 with a commitment fee equivalent to 5% of the Principal Amount.  CNTNR further agreed to pay the Company a monthly consulting fee of $5,000 beginning on March 1, 2023.  The balance of the consulting fee is recorded to the accounts receivable. 

The CNTNR Note has an annual interest rate of 12% and matures at the earlier of September 30, 2023, or the closing of a material debt or equity financing. Upon maturity of the note, CNTNR will pay to the Company all outstanding Principal Amount and interest plus outstanding consulting fee and issue the Company 10% of the issued and outstanding shares of CNTNR (equivalent to 6,170,879 shares).

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

As the interest is calculated on the total balance of $1,000,000 starting on the date of the first transfer on February 28, 2023, The CNTNR Note has accrued an interest of $10,521 with an outstanding principal of $200,000 as of quarter ended March 31, 2023.

Note 11 – Common stock payable – related party

On May 23, 2022, the board of directors granted Richard Cutler, former director who had resigned in August 2022, 50,000 shares (it was 500,000 shares prior to the reverse stock split described in Note 13) of restricted common stock valued at $20,000, with an exercise price of $0.4 per share.  The shares were granted as consideration for services granted.  All shares are restricted until an acquisition or reverse takeover of the Company.

On May 23, 2022, the board of directors granted Chris Mulgrew, Chief Financial Officer, 25,000 shares (it was 250,000 shares prior to the stock reverse split) of restricted common stock, valued at $10,000 with an exercise price of $0.04 per share.  The shares were granted as consideration for services granted.  All shares are restricted until an acquisition or reverse takeover of the Company.

As of March 31, 2023 and June 30, 2022, the Company reported common stock payable-related party of $30,000 and $624,343, which represents 75,000 (it was 750,000 shares prior to the stock reverse split), and 1,741,667 (it was 17,416,667 shares prior to the stock reverse split) shares of common stock to be issued, respectively. 

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Note 12 - Stockholders’ Equity

Common Stock

During the nine months ended March 31, 2023, the Company had the following common stock transactions:

· 1,666,667 shares issued on July 28, 2022 valued at $594,344 for settlement of two convertible notes to Steve Hall in aggregate amount of $500,000 and accrued interest of $94,344.

· 139 shares issued on February 9, 2023 with $0 value due to round up shares on stock reverse split. See note 13 for further discussion.

Stock Purchase Warrants

Transactions in stock purchase warrants for the nine months ended March 31, 2023 are as follows (the numbers set forth below have been adjusted to reflect the 1-for-10 reverse stock split of February 9, 2023):

	Number of			Weighted Average Exercise
	Warrants			Price
Balance at June 30, 2021		249,401		$	1.00
Expired		-			-
Balance at September 30, 2022		249,401		$	1.00
Expired		(10,000	)		0.20
Balance at December 31, 2022		239,401		$	1.04
Expired		-			-
Balance at March 31, 2023		239,401		$	1.04

The composition of the Company’s warrants outstanding at March 31, 2023 are as follows:

Exercise Price		Number of Warrants		Weighted Average Remaining Life (in years)
$	0.30		35,000		1.08
$	0.50		66,667		1.08
$	1.00		70,867		1.08
$	2.00		66,867		1.08
			239,401		1.08

At March 31, 2023, the intrinsic value of the 239,401 outstanding warrant was $0.

13

Stock Options

Transactions in stock options for the nine months ended March 31, 2023 are as follows:

	Number of options (1)		Weighted average exercise price		Weighted average remaining life (in years)
Outstanding, June 30, 2022		425,600		0.14		4.41
Granted		-		-		-
Cancelled		-		-		-
Exercised		-		-		-
Outstanding, March 31, 2023		425,600		0.14		3.66
Exercisable, March 31, 2023		425,600	$	0.14		3.66

(1) These quantities have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023.

During the nine months ended March 31, 2023 $5,159 was expensed to unrelated parties, and $0 remains unamortized.

At March 31, 2023, the intrinsic value of the 425,600 outstanding options was $0.

Note 13 – Stock Reverse Split

Hawkeye filed a form of 8K/A on March 23, 2023 announcing the Company amended its Articles of Incorporation to effect a one-for-ten reverse stock split (the “Reverse Split”) of the Company’s common stock while par value of $0.0001 per share remind the same. The Reverse Split was approved by FINRA on February 8, 2023, and became effective on February 9, 2023. All fractional shares resulting from the Reverse Split were rounded up to the nearest whole share, which results in an additional 139 shares issued for rounding. As a result of the Reverse Split, the Company now has approximately 4,227,222 shares of common stock outstanding. In addition, at the effective time of the reverse stock splits, all common shares, warrants, and options and the related financial information in this Quarterly Report on Form 10-Q were retroactively restated to reflect the 1-for-10 reverse stock split for all periods presented.

Note 14 – Consulting Agreement - Related Party  

On January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, the Company’s CEO to provide real estate and development consulting services, including the supervision of the company's senior management, staff and all personnel, whether employees or consultants, strategic planning, property acquisitions and annual budget review.

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The contract period is 12 months with no option for renewal thereafter. The Company has paid Steve Hall a one-time flat service fee of $250,000. Compensation is without recourse and there is no requirement for performance of services during the term of the contract.

In addition, Steve agreed that the Company may defer payment until such time as there is sufficient liquidity in the Company. The Company agrees that should the company not have the ability to pay the amount due, Steve will be permitted to convert any unpaid balance into company stock at a conversion rate of the prevailing market rate minus 20%. In the event of a merger or acquisition, Steve will not be permitted to convert the outstanding balance until 90 days after the transaction has closed.

Note 15 - Subsequent Events 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation, that the following subsequent events would require disclosure in the financial statements:

· On February 27, 2023, Hawkeye System, Inc. entered into an initial promissory note with CNTNR USA Inc (“CNTNR”)., a Delaware corporation and made an advanced payment of $200,000 to the borrower the following date. Subsequently, on April 12, 2023, the Company filed an 8K announcing that the Company entered into an unsecured Promissory Note Agreement with CNTNR effective April 06, 2023, whereby the Company will lend CNTNR $1,000,000 with a 5% Commitment Fee of the Principal Amount in the sum of $50,000 due upon signing. This Agreement supersedes the agreement dated 27 February 2023, and carries an annual interest rate of 12% and matures at the earlier of September 30, 2023, or the closing of a material debt or equity financing. Upon maturity of the loan, CNTNR will issue the Company one warrant for every share issued in repayment at the closing of an intended merger with CNTNR. The warrants will have a 30% discount to the current trading price when exercised and will expire 36 months after April 6, 2023. Furthermore, upon Maturity, CNTNR will pay, in cash, all outstanding principal and interest and issue 10% (6,170,879) of the issued and outstanding shares of CNTNR. As of the issued date of this report, the CNTNR Note has an outstanding principal of $790,000. In addition, CNTNR will pay the Company a monthly financial and administrative consulting fee of $5,000 starting March 01, 2023, and the accumulated outstanding balance is recorded in accounts receivable. Further detail see notes 10 - Note receivable.

· As we stated in Note 8 - Promissory Notes Payable - Related Parties, as of March 31, 2023, the outstanding principal amount on the note was $700,000. On April 03, 2023, the company borrows an additional $300,000, bringing the outstanding balance to $1,000,000.

· On April 24, 2023, the Company granted and issued 750,000 shares and 500,000 shares of common stocks to Corby Marshall, the CEO, and Christopher Mulgrew, the CFO, for compensation, respectively.

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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 nine months ended March 31, 2023.

Forward-Looking Statements

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this quarterly report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this quarterly report.

The Company is currently looking for investment opportunities into target businesses in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From the date of our previous filing, we have executed a letter of intent with CNTNR for an investment and potential merger with such company, and committed to provide them with $1,000,000 in financing, as described in Notes 8 and 10 to the Financial Statements.

Financial Condition and Results of Operations

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

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

Results of Operations

Nine months ended March 31, 2023 compared to nine months ended March 31, 2022

We had no operating revenues, and cost of sales, for the nine months ended March 31, 2023, and 2022.  However, we generated $5,000 for the quarter ended March 31, 2023 in other income from CNTNR for consulting fees due to the agreement entered in February 2023. See further discussion on Note 10 – Note receivable.

Total operating expenses in the nine months ended March 31, 2023 were $786,731 compared to $872,118 for the same period in 2022. The decrease in operating expenses is primarily a result of decreased professional fees - related party, management compensation, and general and administrative expenses. The Company’s net loss was $909,099 for the nine months ended March 31, 2023 compared to $962,666 for the nine months ended March 31, 2022. The net loss for this period is primarily a result of operating expenses, and interest expense.

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Liquidity and Capital Resources

Our cash balance at March 31, 2023 was $499,690 compared to $325 at June 30, 2022. We do not believe these cash reserves are sufficient to cover our expenses for our operations for fiscal year ending March 31, 2024. We will require additional funding for our ongoing operations.

In addition, we intend to raise funds through the sale of equity and the exercise of warrants issued in private placements. Although to date we have had some warrant exercises for cash, there can be no assurance that we will be able to raise money through offerings or through the exercise of warrants. If we cannot raise any additional financing prior to the expiration of the first quarter of 2024, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.

We are 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 additional funds over the next 12 months to complete our regulatory reporting and filings. However, we will require maximum participation through private placements, warrant exercises or alternative financings to implement our business plan.

There are no assurances that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through equity offerings, warrant exercises, and related party advances in the near 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; however, we do have a convertible note (see Note 6 to the Financial Statements), a line a credit (see Note 7 to the Financial Statements), and a promissory note (see Note 8 to the Financial Statements), from a related party. Generally, we have financed operations to date through proceeds from the various loans as discussed on the Note 5 to Note 8 to the Financial Statements.

Management anticipates additional increases in operating expenses relating to: (i) developmental expenses; and (ii) legal and accounting fees, required to complete our filings with the SEC, or the closing of a potential merger or business combination with a target company. We intend to finance these expenses with issuances of securities and through the exercise of outstanding warrants.

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

Material Commitments

As of the date of this quarterly report, we have entered into various commitments on loan obligations.  For a discussion of the related items, please see Notes 5 to 10 to the Financial Statements.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment during the next twelve months.

Off-Balance Sheet Arrangements

As of the date of this 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.

17

Going Concern

As reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately $11,791,275 at March 31, 2023 and net loss from operations of $786,731.

The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities 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 the Company’s ability to continue as a going concern.

The ability of the Company to continue operations is dependent on the success of Management’s plans and raising of capital through the issuance of equity securities, until funds provided by operations are sufficient to cover working capital requirements.

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

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Critical Accounting Policies and Estimates

For a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 2.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Annual Report on Internal Control over Financial Reporting. 

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 misstatement, whether unintentional errors or fraud. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, consisting of Corby Marshall as Chief Executive Officer and Christopher Mulgrew as Chief Financial Officer, 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 March 31, 2023. 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 evaluation, Mr. Marshall and Mr. Mulgrew 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, considered entity level controls, reviewed the role of technology in our controls and reviewed the evidence available to support the assessment.

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Based on this evaluation, our management concluded that, as of March 31, 2023, 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 due to material weaknesses including (i) the Company having only two officers 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.

In response to that assessment we have made a determination that all accounting and financial reporting services should be outsourced to a qualified consulting firm, and we immediately engaged a new financial services provider.  We subsequently replaced that provider with an internal accounting contractor.

We have also made the determination that we need to dedicate more of the Company’s current and future financial resources to this function and engaged a permanent Chief Financial Officer.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting. 

Other than engaging a new financial services firm to provide financial statements, there were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2023 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

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 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 legal proceedings pending or that have been threatened against us or our properties.

From time to time the Company may be named in claims arising in the ordinary course of business. Currently, no legal proceedings or claims, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

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:

Number	Description
31.1*	Certification of Chief Executive Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
31.2*	Certification of Chief Financial Officer, pursuant to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant Section 302 of the Sarbanes Oxley Act of 2002
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*	Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
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: May 22, 2023	By:	/s/ Corby Marshall
		Corby Marshall, Chief Executive Officer
		Principal Executive Officer
Date: May 22, 2023	By:	/s/ Christopher Mulgrew
		Christopher Mulgrew, Chief Financial Officer
		Principal Financial Officer

22

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Corby Marshall, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Hawkeye Systems, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023	/s/ Corby Marshall
	Corby Marshall
	Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Christopher Mulgrew, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Hawkeye Systems, Inc. (the “Registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023	/s/ Christopher Mulgrew
	Christopher Mulgrew
	Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hawkeye Systems, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Corby Marshall, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

Date: May 22, 2023	/s/ Corby Marshall
	Corby Marshall
	Chief Executive Officer
	(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hawkeye Systems, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2023, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Christopher Mulgrew, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

Date: May 22, 2023	/s/ Christopher Mulgrew
	Christopher Mulgrew
	Chief Financial Officer
	(Principal Financial Officer)

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Cover - shares	9 Months Ended
	Mar. 31, 2023	May 22, 2023
Cover [Abstract]
Entity Registrant Name	Hawkeye Systems, Inc.
Entity Central Index Key	0001750777
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		5,477,222
Document Quarterly Report	true
Entity File Number	000-56332
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	83-0799093
Entity Interactive Data Current	No
Entity Address Address Line 1	6605 Abercorn
Entity Address Address Line 2	Suite 204
Entity Address City Or Town	Savannah
Entity Address State Or Province	GA
Entity Address Postal Zip Code	31405
City Area Code	912
Local Phone Number	253-0375
Document Transition Report	false

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Current assets:
Cash	$ 499,690	$ 325
Accounts receivable	5,000	0
Prepaid expenses	5,925	1,333
Interest receivable	10,521	0
Loan receivable	200,000	0
Total current assets	721,136	1,658
Total assets	721,136	1,658
Current liabilities:
Accounts payable - related party	672,573	163,687
Accounts payable	16,384	7,637
Accrued liabilities - related party	30,218	22,322
Accrued interest - related party	217,835	79,946
Convertible note payable - related party	500,000	500,000
Line of credit - related party	525,000	265,000
Promissory Loan Payable - related party	700,000	0
Common stock payable - related party	30,000	624,344
Total current liabilities	2,692,010	1,662,936
Loan payable to Eagle - JV partner	442,251	442,251
Total liabilities	3,134,261	2,105,187
Stockholders' deficit:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock, $0.0001 par value, 400,000,000 shares authorized; 4,227,222 and 2,560,416 shares issued and outstanding, respectively (see Note 13)	423	256
Additional paid-in capital	9,377,727	8,778,391
Accumulated deficit	(11,791,275)	(10,882,176)
Total stockholders' deficit	(2,413,125)	(2,103,529)
Total liabilities and stockholders' deficit	$ 721,136	$ 1,658

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Jun. 30, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	4,227,222	2,560,416
Common stock, shares outstanding	4,227,222	2,560,416

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Sales	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative	19,136	13,627	68,102	127,670
Management compensation	111,250	124,167	333,802	520,906
Professional fees	12,538	10,837	92,413	49,971
Professional fees - related party	250,000	15,500	292,415	167,758
Marketing	0	3,118	0	5,813
Total operating expenses	392,924	167,249	786,732	872,118
Loss from operations	(392,924)	(167,249)	(786,732)	(872,118)
Other income and expense:
Other income	5,000	0	5,000	0
PPP loan forgiveness	0	17,139	0	17,139
Interest income (expense)	10,521	0	10,521	85
Interest expense - related party	(50,308)	(43,799)	(137,888)	(107,602)
Total other expense	(34,787)	(26,660)	(122,367)	(90,548)
Net loss	$ (427,711)	$ (193,909)	$ (909,099)	$ (962,666)
Net loss per common share - basic and diluted	$ (0.10)	$ (0.08)	$ (0.22)	$ (0.43)
Weighted average common shares outstanding - basic and diluted (1)	4,227,142	2,560,416	4,062,935	2,229,896

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, shares at Jun. 30, 2021		1,792,115
Balance, amount at Jun. 30, 2021	$ (1,754,860)	$ 179	$ 7,958,622	$ (9,713,661)
Common stock issued for settlement of debt, shares		30,000
Common stock issued for settlement of debt, amount	30,000	$ 3	29,997	0
Stock based compensation - options	73,994	0	73,994	0
Net loss	(311,355)	$ 0	0	(311,355)
Balance, shares at Sep. 30, 2021		1,822,115
Balance, amount at Sep. 30, 2021	(1,962,221)	$ 182	8,062,613	(10,025,016)
Stock based compensation - options	284,727	0	284,727	0
Net loss	(486,842)	$ 0	0	(486,842)
Common shares issued for stock payable, shares		110,800
Common shares issued for stock payable, amount	277,000	$ 11	276,989	0
Cumulative-effect adjustment from adoption of ASU 2020-06	(19,627)	$ 0	(169,354)	0
Stock option cashless exercised, shares		603,501
Stock option cashless exercised, amount	0	$ 61	(61)	0
Balance, shares at Dec. 31, 2021		2,536,416
Balance, amount at Dec. 31, 2021	(1,906,963)	$ 254	8,452,632	(10,362,131)
Stock based compensation - options	5,158	0	5,158	0
Net loss	(194,784)	$ 0	0	(194,784)
Stock option cashless exercised, shares		24,000
Stock option cashless exercised, amount	24	$ 2	22	0
Balance, shares at Mar. 31, 2022		2,560,416
Balance, amount at Mar. 31, 2022	(2,096,565)	$ 256	8,609,821	(10,706,642)
Balance, shares at Jun. 30, 2022		2,560,416
Balance, amount at Jun. 30, 2022	(2,103,529)	$ 256	8,778,391	(10,882,176)
Stock based compensation - options	5,159	0	5,159	0
Net loss	(215,096)	$ 0	0	(215,096)
Common stock issued for common stock payable, shares		1,666,667
Common stock issued for common stock payable, amount	594,344	$ 167	594,177	0
Balance, shares at Sep. 30, 2022		4,227,083
Balance, amount at Sep. 30, 2022	(1,719,122)	$ 423	9,377,727	(11,097,272)
Balance, shares at Jun. 30, 2022		2,560,416
Balance, amount at Jun. 30, 2022	(2,103,529)	$ 256	8,778,391	(10,882,176)
Net loss	(909,099)
Balance, shares at Mar. 31, 2023		4,227,222
Balance, amount at Mar. 31, 2023	(2,413,125)	$ 423	9,377,727	(11,791,275)
Balance, shares at Sep. 30, 2022		4,227,083
Balance, amount at Sep. 30, 2022	(1,719,122)	$ 423	9,377,727	(11,097,272)
Net loss	(266,292)	$ 0	0	(266,292)
Balance, shares at Dec. 31, 2022		4,227,083
Balance, amount at Dec. 31, 2022	(1,985,414)	$ 423	9,377,727	(11,363,564)
Net loss	(427,711)	$ 0	0	(427,711)
Shares issued for rounding to reflect the 1 for 10 reverse stock split, shares		139
Shares issued for rounding to reflect the 1 for 10 reverse stock split, amount	0	$ 0	0	0
Balance, shares at Mar. 31, 2023		4,227,222
Balance, amount at Mar. 31, 2023	$ (2,413,125)	$ 423	$ 9,377,727	$ (11,791,275)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net loss	$ (909,099)	$ (962,666)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgivenes	0	(17,139)
Stock based compensation - options and warrant	5,159	363,879
Change in operating assets and liabilities:
Accounts receivable	(5,000)	0
Prepaid expense	(4,592)	(1,833)
Interest receivable	(10,521)	0
Accounts payable and accrued liabilities	8,747	51,475
Accounts payable and accrued liabilities - related party	516,782	83,160
Accrued interest - related party	137,889	44,710
Net cash used in operating activities	(260,635)	(438,414)
Cash flows from investing activities:
Note receivable from CNTNR	(200,000)	0
Net cash used in investing activities	(200,000)	0
Cash flows from financing activities:
Net proceeds from line of credit - related party	260,000	0
Net proceeds from promissory note - related party	700,000	0
Net proceeds from convertible note - related party	0	175,000
Net cash provided by financing activities	960,000	175,000
Net change in cash	499,365	(263,414)
Cash beginning of period	325	282,131
Cash end of period	499,690	18,717
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for taxes	0	0
Non-cash investing and financing activities:
Common stock issued exchanged for common stock payable - related party	594,344	0
Common stock issued exchanged for common stock payable	0	277,000
Replacement of Inventory financing payable to convertible note	0	500,000
Common stock issued for settlement of debt	0	30,000
Stock option cashless exercised	$ 0	$ 627

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Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 1 - Summary of Significant Accounting Policies

Business Overview

Hawkeye Systems, Inc. (the “Company”), a Nevada corporation incorporated on May 15, 2018. Our previous focus was on pandemic management products and services. We are currently seeking opportunities while actively trying to liquidate mask inventory and wind-up existing deals. The Company is currently looking for investment opportunities in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From inception until the date of this filing our activities have primarily consisted of (i) liquidating our stock of personal protective equipment (“PPE”) products, (ii) the development of our business plan and the evaluation of strategic investment and business development strategies, including the execution of letters of intent and the provision of funding to a few selected target companies, and (iii) recruiting and adding additional consultants and employees.

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, 2022, as filed with the SEC on December 14, 2022.

Use of estimates

The preparation of consolidated financial statements in conformity with 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, valuation of beneficial conversion feature on convertible notes and the valuation allowance on deferred tax assets.

Accounts receivable and allowance for doubtful accounts

Accounts receivable consist of balances due from other income in the current quarter ended March 31, 2023, compared to no accounts receivable for the same period in 2022. As the historical trends in collectability is not available to derive an appropriate estimated allowance, the allowance for doubtful accounts was $0 as of March 31, 2023.

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 March 31, 2023, the Company has generated revenues of $5,000 in consulting fees for an agreement with CNTNR. In the year ended June 30, 2022, the Company had no revenues. The revenue was recorded under other income. The consultant fees are payable on a monthly basis commencing March 1, 2023, pursuant to the agreement discussed in detail in Note 10 - Notes Receivable.  

The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied.

Cost of sales

As of March 31, 2023, and 2022, the Company had no Cost of Sales.

Basic and diluted earnings per share 

Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are 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 convertible note payable with accrued interest. For the nine months ended March 31, 2023, and 2022, potentially dilutive common stock equivalents were excluded from the calculation of diluted earnings per share because they were anti-dilutive as follows:

	March 31,		March 31,
	2023		2022
Warrants		239,400		249,400
Options		425,600		100,600
Convertible notes		6,208,130		3,575,000
Common stock payable		75,000		-
Total possible dilutive shares (See note 13)		6,948,129		3,925,000

The shares above have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023. See further discussion on Note 13 – stock reverse split.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s unaudited condensed consolidated financial statements.

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

We early adopted this standard effective July 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed financial statements for the nine months ended March 31, 2023 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy.

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Going Concern

9 Months Ended

Mar. 31, 2023

Going Concern

Going Concern

Note 2 - Going Concern

The Company’s unaudited condensed consolidated financial statements are prepared using GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the nine months ended March 31, 2023, the Company had a net loss of $909,099. As of March 31, 2023, the Company had an accumulated deficit of $11,791,275.

The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

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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Restatement of Financial Statements for the Quarter End March 31, 2022

9 Months Ended

Mar. 31, 2023

Restatement of Financial Statements for the Quarter End March 31, 2022

Restatement of Financial Statements for the Quarter End March 31, 2022

Note 3 – Restatement of Financial Statements for the Quarter End March 31, 2022

On 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 Agreement, the interest of any net profits would be shared in a ratio of 33.3% among each member.  Upon the occurrence of any loss in some or all of the HIE’s capital, all members would be responsible to contribute capital to repay the loan, and additional contribution, with each party being responsible for 33.3% of the loss. 

Restatement Effect on Financial Statements

The Company did not receive any updates of the fiscal year 2021 financial statements from HIE until October, 2022. For the fiscal year ended June 30, 2021, HIE had a loan balance of $2,122,963 secured by Eagle, of which the Company has recognized 1/3 amounting to $707,654 as a guarantee of loan payable to Eagle - JV partner, the same amount as investment in HIE, as stipulated in the Membership Agreement. In addition, HIE incurred an operating loss of $1,385,962, which resulted in the Company recording 1/3 of its loss of $461,987 under other expenses on the statement of income to offset the investment in HIE as under equity method in accordance with FASB ASC 323.

As of March 31, 2022, the balance of investment in HIE was $245,667 and the balance of loan payable to Eagle - JV partner was $707,654. Since there were no operating activities or financial movement between July 1, 2021 to March 31, 2022, the investment in HIE and the loan payable to Eagle - JV partner are the same as of June 30, 2021.

Effects on the previously issued year 2021 balance sheet referencing the restatement of asset, liability and equity are as follows:  

Balance Sheet at March 31, 2022:	Originally Reported			Restatement Adjustment			As Restated
ASSETS
Current assets:
Cash	$	18,717		$	-		$	18,717
Prepaid expenses		4,833			-			4,833
Total current assets		23,550			-			23,550
Investment in HIE		-			245,667			245,667
Total assets	$	23,550		$	245,667		$	269,217
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	282,277		$	-		$	282,277
Convertible note payable, net of discount - related party		1,175,000			-			1,175,000
Common stock payable - related party		200,000			-			200,000
Total current liabilities		1,657,277			-			1,657,277
Long-term liabilities:
Loan payable due to Eagle - JV partner		-			707,654			707,654
PPP loan		-			-			-
Total liabilities		1,657,277			707,654			2,364,931
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; 2,560,416, and 2,560,416 shares issued and outstanding, respectively		256			-			256
Additional paid-in capital		8,460,070			-			8,460,070
Accumulated deficit		(10,094,053	)		(461,987	)		(10,556,040	)
Total stockholders’ equity deficit		(1,633,727	)		(461,987	)		(2,095,714	)
Total liabilities and stockholders’ deficit	$	23,550		$			$	269,217

Since there were no operating activities between July 01, 2021 to March 31, 2022, the previously issued March 31, 2022 Statement of Operations has not changed.

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Joint Venture Investment in HIE LLC

9 Months Ended

Mar. 31, 2023

Joint Venture Investment in HIE LLC

Joint Venture Investment in HIE LLC

Note 4 – Joint Venture Investment in HIE LLC

On 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 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, all members of HIE shall be responsible to contribute capital to repay the loan, and additional contribution, with each party being responsible for 33.3% of the loss. 

The joint venture investment in HIE LLC is accounted for by the Company using the equity method in accordance with FASB ASC 323.  There were no operating activities in HIE during the quarter ended March 31, 2023.

As of March 31, 2023, and June 30, 2022, the balances of investment in HIE were $0 in both periods.

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Loan payable due to Eagle - JV partner

9 Months Ended

Mar. 31, 2023

Loan payable due to Eagle - JV partner

Loan payable due to Eagle - JV partner

Note 5 – Loan payable due to Eagle - JV partner

On July 17, 2020, the Company entered into a Membership Agreement (See “Note 4 - Joint Venture Investment in HIE LLC ”). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital of HIE, 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.  As of March 31, 2023, and December 31, 2022, the balances of loan payable to Eagle - JV partner totaled $442,251, and $707,654, respectively.

HIE had no operating activities for the nine months ended March 31, 2023. 

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Convertible Notes Payable related party

9 Months Ended

Mar. 31, 2023

Convertible Notes Payable related party

Convertible Notes Payable - related party

Note 6 – Convertible Notes Payable – related party     

On February 19, 2021, Steve Hall, an investor who holds approximately 72% of the Company’s common stock advanced $1 million to the Company. The purpose of the advance was to purchase inventory to satisfy customer orders. The advance would be repaid upon cash being received from the end customer. In addition to the principal amount of the advance, the related party will be entitled to 1/3 of the gross profit earned on the transaction. The terms of the agreement are non-interest bearing. The creditor is 100% at risk as this is a non-recourse funding vehicle. 

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

On October 1, 2021, the Company and Steve Hall entered into an agreement to replace the inventory financing payable of $500,000 with a convertible note with annual simple interest rate of 12% for the first 90 days and annual simple interest rate of 20% thereafter, with a due date on September 30, 2022. At the option of holder, this note is convertible, at any time, into shares of common stock at a conversion price of $0.02 per share.

The note’s maturity date was extended to September 30, 2023.

As of March 31, 2023, and June 30, 2022, the accrued interest under the note was $140,000, and $64,932, and the principal balance was $500,000 at the end of both quarters, respectively.

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Line of Credit related party

9 Months Ended

Mar. 31, 2023

Line of Credit related party

Line of Credit - related party

Note 7 – Line of Credit – related party

On October 1, 2021, Steve Hall agreed to provide a line of credit of up to $1,000,000 to the Company with simple interest at a rate of 12% for the first 90 days, and simple interest at a rate of 20% per annum thereafter. The principal and interest payable shall be added to the principal amount of the agreement and payable pursuant to the same terms. The line of credit shall expire on October 1, 2022 unless renewed and/or extended by lender and borrower.  Subsequently, the line of credit has been renewed and extended with same terms and an expiration date of October 1, 2023.

As of March 31, 2023 and June 30, 2022, the outstanding principal totaled $525,000, and $265,000 with accrued interest of $75,566, and $15,015, respectively. 

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Promissory notes payable - related party

9 Months Ended

Mar. 31, 2023

Promissory notes payable - related party

Promissory notes payable - related party

Note 8 – Promissory notes payable – related party

On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $1,000,000, as evidenced by a promissory note with an annual interest rate of 12% per year (the “Steve Hall Note”). The purpose of the Steve Hall Note was to provide the Company with a funding source to make 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 will repay the outstanding principal balance of the Steve Hall Note to the lender and transfer 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the CNTNR Warrants as described below in Note 10 - Note Receivable.

As of March 31, 2023, the outstanding loan balance was $700,000 with accrued interest of $2,268.

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Accrued expenses - related party

9 Months Ended

Mar. 31, 2023

Accrued expenses - related party

Accrued expenses - related party

 Note 9 – Accrued expenses – related party

Between September 2021 to September 2022, the Company had accepted deposits in the total of $30,218 from CNG. on a sale of face masks on behalf of Steve Hall, the CEO of Hawkeye Systems, Inc.  As of March 31, 2023, the deposits remain with the Company and has not been sent to Steve.  In addition, there are no fixed repayment terms or any repayment arrangement on this accrued liability.

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Note receivable

9 Months Ended

Mar. 31, 2023

Note receivable

Note receivable

Note 10 – Note receivable

On February 27, 2023, the Company entered into an initial promissory note with CNTNR and made an advanced payment of $200,000 to the borrower the following date.  Subsequently, on April 6, 2023, the Company restated the unsecured Promissory Note Agreement with CNTNR (the “CNTNR Note”) which superseded the prior agreement made in February 2023.  In the restated agreement, the Company agreed to lend CNTNR the total principal amount (“Principal Amount”) of $1,000,000 with a commitment fee equivalent to 5% of the Principal Amount.  CNTNR further agreed to pay the Company a monthly consulting fee of $5,000 beginning on March 1, 2023.  The balance of the consulting fee is recorded to the accounts receivable. 

The CNTNR Note has an annual interest rate of 12% and matures at the earlier of September 30, 2023, or the closing of a material debt or equity financing. Upon maturity of the note, CNTNR will pay to the Company all outstanding Principal Amount and interest plus outstanding consulting fee and issue the Company 10% of the issued and outstanding shares of CNTNR (equivalent to 6,170,879 shares).

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

As the interest is calculated on the total balance of $1,000,000 starting on the date of the first transfer on February 28, 2023, The CNTNR Note has accrued an interest of $10,521 with an outstanding principal of $200,000 as of quarter ended March 31, 2023.

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Common stock payable related party

9 Months Ended

Mar. 31, 2023

Common stock payable related party

Common stock payable related party

Note 11 – Common stock payable – related party

On May 23, 2022, the board of directors granted Richard Cutler, former director who had resigned in August 2022, 50,000 shares (it was 500,000 shares prior to the reverse stock split described in Note 13) of restricted common stock valued at $20,000, with an exercise price of $0.4 per share.  The shares were granted as consideration for services granted.  All shares are restricted until an acquisition or reverse takeover of the Company.

On May 23, 2022, the board of directors granted Chris Mulgrew, Chief Financial Officer, 25,000 shares (it was 250,000 shares prior to the stock reverse split) of restricted common stock, valued at $10,000 with an exercise price of $0.04 per share.  The shares were granted as consideration for services granted.  All shares are restricted until an acquisition or reverse takeover of the Company.

As of March 31, 2023 and June 30, 2022, the Company reported common stock payable-related party of $30,000 and $624,343, which represents 75,000 (it was 750,000 shares prior to the stock reverse split), and 1,741,667 (it was 17,416,667 shares prior to the stock reverse split) shares of common stock to be issued, respectively. 

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Stockholders Equity

9 Months Ended

Mar. 31, 2023

Stockholders Equity

Stockholders' Equity

Note 12 - Stockholders’ Equity

Common Stock

During the nine months ended March 31, 2023, the Company had the following common stock transactions:

· 1,666,667 shares issued on July 28, 2022 valued at $594,344 for settlement of two convertible notes to Steve Hall in aggregate amount of $500,000 and accrued interest of $94,344.

· 139 shares issued on February 9, 2023 with $0 value due to round up shares on stock reverse split. See note 13 for further discussion.

Stock Purchase Warrants

Transactions in stock purchase warrants for the nine months ended March 31, 2023 are as follows (the numbers set forth below have been adjusted to reflect the 1-for-10 reverse stock split of February 9, 2023):

	Number of			Weighted Average Exercise
	Warrants			Price
Balance at June 30, 2021		249,401		$	1.00
Expired		-			-
Balance at September 30, 2022		249,401		$	1.00
Expired		(10,000	)		0.20
Balance at December 31, 2022		239,401		$	1.04
Expired		-			-
Balance at March 31, 2023		239,401		$	1.04

The composition of the Company’s warrants outstanding at March 31, 2023 are as follows:

Exercise Price		Number of Warrants		Weighted Average Remaining Life (in years)
$	0.30		35,000		1.08
$	0.50		66,667		1.08
$	1.00		70,867		1.08
$	2.00		66,867		1.08
			239,401		1.08

At March 31, 2023, the intrinsic value of the 239,401 outstanding warrant was $0.

Stock Options

Transactions in stock options for the nine months ended March 31, 2023 are as follows:

	Number of options (1)		Weighted average exercise price		Weighted average remaining life (in years)
Outstanding, June 30, 2022		425,600		0.14		4.41
Granted		-		-		-
Cancelled		-		-		-
Exercised		-		-		-
Outstanding, March 31, 2023		425,600		0.14		3.66
Exercisable, March 31, 2023		425,600	$	0.14		3.66

(1) These quantities have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023.

During the nine months ended March 31, 2023 $5,159 was expensed to unrelated parties, and $0 remains unamortized.

At March 31, 2023, the intrinsic value of the 425,600 outstanding options was $0.

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Stock Reverse Split

9 Months Ended

Mar. 31, 2023

Stock Reverse Split

Stock Reverse Split

Note 13 – Stock Reverse Split

Hawkeye filed a form of 8K/A on March 23, 2023 announcing the Company amended its Articles of Incorporation to effect a one-for-ten reverse stock split (the “Reverse Split”) of the Company’s common stock while par value of $0.0001 per share remind the same. The Reverse Split was approved by FINRA on February 8, 2023, and became effective on February 9, 2023. All fractional shares resulting from the Reverse Split were rounded up to the nearest whole share, which results in an additional 139 shares issued for rounding. As a result of the Reverse Split, the Company now has approximately 4,227,222 shares of common stock outstanding. In addition, at the effective time of the reverse stock splits, all common shares, warrants, and options and the related financial information in this Quarterly Report on Form 10-Q were retroactively restated to reflect the 1-for-10 reverse stock split for all periods presented.

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Consulting Agreement - Related Party

9 Months Ended

Mar. 31, 2023

Consulting Agreement - Related Party

Consulting Agreement - Related Party

Note 14 – Consulting Agreement - Related Party  

On January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, the Company’s CEO to provide real estate and development consulting services, including the supervision of the company's senior management, staff and all personnel, whether employees or consultants, strategic planning, property acquisitions and annual budget review.

The contract period is 12 months with no option for renewal thereafter. The Company has paid Steve Hall a one-time flat service fee of $250,000. Compensation is without recourse and there is no requirement for performance of services during the term of the contract.

In addition, Steve agreed that the Company may defer payment until such time as there is sufficient liquidity in the Company. The Company agrees that should the company not have the ability to pay the amount due, Steve will be permitted to convert any unpaid balance into company stock at a conversion rate of the prevailing market rate minus 20%. In the event of a merger or acquisition, Steve will not be permitted to convert the outstanding balance until 90 days after the transaction has closed.

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Subsequent Events

9 Months Ended

Mar. 31, 2023

Subsequent Events

Subsequent Events

Note 15 - Subsequent Events 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation, that the following subsequent events would require disclosure in the financial statements:

· On February 27, 2023, Hawkeye System, Inc. entered into an initial promissory note with CNTNR USA Inc (“CNTNR”)., a Delaware corporation and made an advanced payment of $200,000 to the borrower the following date. Subsequently, on April 12, 2023, the Company filed an 8K announcing that the Company entered into an unsecured Promissory Note Agreement with CNTNR effective April 06, 2023, whereby the Company will lend CNTNR $1,000,000 with a 5% Commitment Fee of the Principal Amount in the sum of $50,000 due upon signing. This Agreement supersedes the agreement dated 27 February 2023, and carries an annual interest rate of 12% and matures at the earlier of September 30, 2023, or the closing of a material debt or equity financing. Upon maturity of the loan, CNTNR will issue the Company one warrant for every share issued in repayment at the closing of an intended merger with CNTNR. The warrants will have a 30% discount to the current trading price when exercised and will expire 36 months after April 6, 2023. Furthermore, upon Maturity, CNTNR will pay, in cash, all outstanding principal and interest and issue 10% (6,170,879) of the issued and outstanding shares of CNTNR. As of the issued date of this report, the CNTNR Note has an outstanding principal of $790,000. In addition, CNTNR will pay the Company a monthly financial and administrative consulting fee of $5,000 starting March 01, 2023, and the accumulated outstanding balance is recorded in accounts receivable. Further detail see notes 10 - Note receivable.

· As we stated in Note 8 - Promissory Notes Payable - Related Parties, as of March 31, 2023, the outstanding principal amount on the note was $700,000. On April 03, 2023, the company borrows an additional $300,000, bringing the outstanding balance to $1,000,000.

· On April 24, 2023, the Company granted and issued 750,000 shares and 500,000 shares of common stocks to Corby Marshall, the CEO, and Christopher Mulgrew, the CFO, for compensation, respectively.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Business Overview

Hawkeye Systems, Inc. (the “Company”), a Nevada corporation incorporated on May 15, 2018. Our previous focus was on pandemic management products and services. We are currently seeking opportunities while actively trying to liquidate mask inventory and wind-up existing deals. The Company is currently looking for investment opportunities in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From inception until the date of this filing our activities have primarily consisted of (i) liquidating our stock of personal protective equipment (“PPE”) products, (ii) the development of our business plan and the evaluation of strategic investment and business development strategies, including the execution of letters of intent and the provision of funding to a few selected target companies, and (iii) recruiting and adding additional consultants and employees.

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, 2022, as filed with the SEC on December 14, 2022.

Use of estimates

The preparation of consolidated financial statements in conformity with 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, valuation of beneficial conversion feature on convertible notes and the valuation allowance on deferred tax assets.

Accounts receivable and allowance for doubtful accounts

Accounts receivable consist of balances due from other income in the current quarter ended March 31, 2023, compared to no accounts receivable for the same period in 2022. As the historical trends in collectability is not available to derive an appropriate estimated allowance, the allowance for doubtful accounts was $0 as of March 31, 2023.

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 March 31, 2023, the Company has generated revenues of $5,000 in consulting fees for an agreement with CNTNR. In the year ended June 30, 2022, the Company had no revenues. The revenue was recorded under other income. The consultant fees are payable on a monthly basis commencing March 1, 2023, pursuant to the agreement discussed in detail in Note 10 - Notes Receivable.  

The Company measures revenue within the scope of ASC 606 by applying the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract that falls under the scope of ASC 606, determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied. The application of these five steps necessitates the development of assumptions that require judgment.

The Company records revenue based upon the consideration specified in the client arrangement, and revenue is recognized when the performance obligations in the client arrangement are satisfied.

Cost of sales

As of March 31, 2023, and 2022, the Company had no Cost of Sales.

Basic and diluted earnings per share

Basic earnings per share are calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share are 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 convertible note payable with accrued interest. For the nine months ended March 31, 2023, and 2022, potentially dilutive common stock equivalents were excluded from the calculation of diluted earnings per share because they were anti-dilutive as follows:

	March 31,		March 31,
	2023		2022
Warrants		239,400		249,400
Options		425,600		100,600
Convertible notes		6,208,130		3,575,000
Common stock payable		75,000		-
Total possible dilutive shares (See note 13)		6,948,129		3,925,000

The shares above have been adjusted to reflect a 1-for-10 reverse stock split that became effective on February 9, 2023. See further discussion on Note 13 – stock reverse split.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s unaudited condensed consolidated financial statements.

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

We early adopted this standard effective July 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed financial statements for the nine months ended March 31, 2023 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy.

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Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2023

Summary of Significant Accounting Policies

Schedule Of restatement of asset, liability and equity

	March 31,		March 31,
	2023		2022
Warrants		239,400		249,400
Options		425,600		100,600
Convertible notes		6,208,130		3,575,000
Common stock payable		75,000		-
Total possible dilutive shares (See note 13)		6,948,129		3,925,000

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Restatement of Financial Statements for the Quarter End March 31, 2022 (Tables)

9 Months Ended

Mar. 31, 2023

Restatement of Financial Statements for the Quarter End March 31, 2022

Schedule Of Basic and Diluted Earnings Per Share

Balance Sheet at March 31, 2022:	Originally Reported			Restatement Adjustment			As Restated
ASSETS
Current assets:
Cash	$	18,717		$	-		$	18,717
Prepaid expenses		4,833			-			4,833
Total current assets		23,550			-			23,550
Investment in HIE		-			245,667			245,667
Total assets	$	23,550		$	245,667		$	269,217
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	282,277		$	-		$	282,277
Convertible note payable, net of discount - related party		1,175,000			-			1,175,000
Common stock payable - related party		200,000			-			200,000
Total current liabilities		1,657,277			-			1,657,277
Long-term liabilities:
Loan payable due to Eagle - JV partner		-			707,654			707,654
PPP loan		-			-			-
Total liabilities		1,657,277			707,654			2,364,931
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; 2,560,416, and 2,560,416 shares issued and outstanding, respectively		256			-			256
Additional paid-in capital		8,460,070			-			8,460,070
Accumulated deficit		(10,094,053	)		(461,987	)		(10,556,040	)
Total stockholders’ equity deficit		(1,633,727	)		(461,987	)		(2,095,714	)
Total liabilities and stockholders’ deficit	$	23,550		$			$	269,217

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Stockholders Equity (Tables)

9 Months Ended

Mar. 31, 2023

Stockholders Equity

Transactions in stock purchase warrants

	Number of			Weighted Average Exercise
	Warrants			Price
Balance at June 30, 2021		249,401		$	1.00
Expired		-			-
Balance at September 30, 2022		249,401		$	1.00
Expired		(10,000	)		0.20
Balance at December 31, 2022		239,401		$	1.04
Expired		-			-
Balance at March 31, 2023		239,401		$	1.04

Schedule of warrants outstanding

Exercise Price		Number of Warrants		Weighted Average Remaining Life (in years)
$	0.30		35,000		1.08
$	0.50		66,667		1.08
$	1.00		70,867		1.08
$	2.00		66,867		1.08
			239,401		1.08

Schedule Of Transactions in stock options

	Number of options (1)		Weighted average exercise price		Weighted average remaining life (in years)
Outstanding, June 30, 2022		425,600		0.14		4.41
Granted		-		-		-
Cancelled		-		-		-
Exercised		-		-		-
Outstanding, March 31, 2023		425,600		0.14		3.66
Exercisable, March 31, 2023		425,600	$	0.14		3.66

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Summary of Significant Accounting Policies (Details) - shares	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Convertible Note [Member]
Total possible dilutive shares	6,208,130	3,575,000
Options [Member]
Total possible dilutive shares	425,600	100,600
Common Stock Payable [Member]
Total possible dilutive shares	75,000
Total Possible Dilutive Shares [Member]
Total possible dilutive shares	6,948,129	3,925,000
Warrant [Member]
Total possible dilutive shares	239,400	249,400

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Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Mar. 31, 2023 USD ($)
Summary of Significant Accounting Policies
Allowance for doubtful account	$ 0
Revenue against consulting fees	$ 5,000

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Going Concern (Details Narrative) - USD ($)	3 Months Ended						9 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Mar. 31, 2023	Jun. 30, 2022
Going Concern
Net loss	$ (427,711)	$ (266,292)	$ (215,096)	$ (194,784)	$ (486,842)	$ (311,355)	$ (909,099)
Accumulated deficit	$ (11,791,275)						$ (11,791,275)	$ (10,882,176)

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Restatement of Financial Statements for the Quarter End March 31, 2022 (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Oct. 01, 2021	Sep. 30, 2021	Jun. 30, 2021
Prepaid expenses	$ 5,925			$ 1,333
Total current assets	721,136			1,658
Investment in HIE					$ 245,667
Total assets	721,136			1,658
Accounts payable and accrued liabilities	16,384			7,637
Convertible note payable, net of discount - related party							$ 500,000
Total current liabilities	2,692,010			1,662,936
Loan payable to Eagle - JV partner					707,654
Total liabilities	3,134,261			2,105,187
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding	0			0
Common stock, $0.0001 par value, 400,000,000 shares authorized; 2,560,416, and 2,560,416 shares issued and outstanding, respectively	423			256
Additional paid-in capital	9,377,727			8,778,391
Accumulated deficit	(11,791,275)			(10,882,176)
Total stockholders' deficit	(2,413,125)	$ (1,985,414)	$ (1,719,122)	(2,103,529)	(2,096,565)	$ (1,906,963)		$ (1,962,221)	$ (1,754,860)
Total liabilities and stockholders' deficit	$ 721,136			$ 1,658
Originally Reported [Member]
Cash					18,717
Prepaid expenses					4,833
Total current assets					23,550
Investment in HIE					0
Total assets					23,550
Accounts payable and accrued liabilities					282,277
Convertible note payable, net of discount - related party					1,175,000
Common stock payable - related party					200,000
Total current liabilities					1,657,277
Loan payable to Eagle - JV partner					0
PPP loan					0
Total liabilities					1,657,277
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding					0
Common stock, $0.0001 par value, 400,000,000 shares authorized; 2,560,416, and 2,560,416 shares issued and outstanding, respectively					256
Additional paid-in capital					8,460,070
Accumulated deficit					(10,094,053)
Total stockholders' deficit					(1,633,727)
Total liabilities and stockholders' deficit					23,550
Restatement Adjustment [Member]
Cash					0
Prepaid expenses					0
Total current assets					0
Investment in HIE					245,667
Total assets					245,667
Accounts payable and accrued liabilities					0
Convertible note payable, net of discount - related party					0
Common stock payable - related party					0
Total current liabilities					0
Loan payable to Eagle - JV partner					707,654
PPP loan					0
Total liabilities					707,654
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding					0
Common stock, $0.0001 par value, 400,000,000 shares authorized; 2,560,416, and 2,560,416 shares issued and outstanding, respectively					0
Additional paid-in capital					0
Accumulated deficit					(461,987)
Total stockholders' deficit					(461,987)
Total liabilities and stockholders' deficit					461,987
As Restated [Member]
Cash					18,717
Prepaid expenses					4,833
Total current assets					23,550
Investment in HIE					245,667
Total assets					269,217
Accounts payable and accrued liabilities					282,277
Convertible note payable, net of discount - related party					1,175,000
Common stock payable - related party					200,000
Total current liabilities					1,657,277
Loan payable to Eagle - JV partner					707,654
PPP loan					0
Total liabilities					2,364,931
Preferred stock, $0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding					0
Common stock, $0.0001 par value, 400,000,000 shares authorized; 2,560,416, and 2,560,416 shares issued and outstanding, respectively					256
Additional paid-in capital					8,460,070
Accumulated deficit					(10,556,040)
Total stockholders' deficit					(2,095,714)
Total liabilities and stockholders' deficit					$ 269,217

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Restatement of Financial Statements for the Quarter End March 31, 2022 (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Description of restatement effect on financial statements			HIE until October, 2022. For the fiscal year ended June 30, 2021, HIE had a loan balance of $2,122,963 secured by Eagle, of which the Company has recognized 1/3 amounting to $707,654 as a guarantee of loan payable to Eagle - JV partner
Other expenses			$ 461,987
Investment in HIE		$ 245,667		$ 245,667
Loan due to Eagle		707,654		707,654
Operating loss	$ 392,924	$ 167,249	786,732	$ 872,118
Lender [Member]
Operating loss			$ 1,385,962

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Joint Venture Investment in HIE LLC (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Investment			$ 245,667
Joint Venture Investment LLC [Member]
Investment	$ 0	$ 0
Percentage of interest of any net profits in shares	33.30%
Percentage of additional contribution and if any losses	33.30%

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Loan payable due to Eagle - JV partner (Details Narrative) - USD ($)	1 Months Ended
	Jul. 17, 2020	Mar. 31, 2023	Jun. 30, 2022
Loan payable due to Eagle - JV partner
Description of membership agreement	the Company is obliged to repay 1/3 of the loan contributed by Eagle or 1/3 of the capital paid by Eagle
Loan Payable		$ 442,251	$ 707,654
Rate of Liable to contribute against origination loan	33.30%

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Convertible Notes Payable - related party (Details Narrative) - USD ($)		1 Months Ended	9 Months Ended
	Oct. 03, 2021	Feb. 19, 2021	Mar. 31, 2023	Jun. 30, 2022	Oct. 01, 2021
Convertible Notes Payable - related party (Details Narrative)
Description of related party transaction		The purpose of the advance was to purchase inventory to satisfy customer orders. The advance would be repaid upon cash being received from the end customer. In addition to the principal amount of the advance, the related party will be entitled to 1/3 of the gross profit earned on the transaction. The terms of the agreement are non-interest bearing. The creditor is 100% at risk as this is a non-recourse funding vehicle
Repayment to related party			$ 500,000
Convertible note					$ 500,000
Annual simple interest for 90 days	12.00%
Annual simple interest thereafter	20.00%
Due date	Sep. 30, 2022
Conversion price of common stock	$ 0.02
Maturity date	Sep. 30, 2023
Accrued interest			140,000	$ 64,932
Principle balance			$ 500,000

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Line of Credit related party (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Accrued interest payable	$ 75,566	$ 15,015
Outstanding principal	$ 525,000	$ 265,000
On October 1, 2021 | Line of credit related party description | Steve Hall [Member]
Line of credit related party description	agreed to provide a line of credit of up to $1,000,000 to the Company with simple interest at a rate of 12% for the first 90 days, and simple interest at a rate of 20% per annum
Expiry date of line of credit	October 1, 2023

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Promissory notes payable - related party (Details Narrative) - USD ($)	1 Months Ended
	Mar. 29, 2023	Mar. 31, 2023
Promissory notes payable - related party
Loan principle amount	$ 1,000,000
Annual interest rate of loan	12.00%
Outstanding loan balance		$ 700,000
Accrued interest related party		$ 2,268

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Accrued expenses - related party (Details Narrative)	12 Months Ended
	Sep. 30, 2022 USD ($)
Hawkeye Systems, Inc [Member]
Accepted deposits	$ 30,218

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Note receivable (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	Feb. 28, 2023	Feb. 27, 2023	Mar. 31, 2023	Jun. 30, 2022
Accrued expense			$ 5,925	$ 1,333
CNTNR [Member]
Accrued expense	$ 10,521
Outstanding pricipal balance		$ 790,000	200,000
Principal amount		$ 1,000,000	6,170,879
Commitment fees rate		5.00%
Advanced payment		$ 200,000
Monthly consulting fee			$ 5,000
Maturity date		Sep. 30, 2023
Annual interest rate		12.00%
Interest amount	$ 1,000,000
Discripiton of warrants discount		The warrants will have a 30% discount to the current fair market price when exercised and will expire 36 months after April 6, 2023

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Common stock payable related party (Details Narrative) - USD ($)	Mar. 31, 2023	Jun. 30, 2022	May 23, 2022
Common stock payable - related party	$ 30,000	$ 624,343
Common stock to be issued	75,000	1,741,667
Chief Financial Officer[Member]
Restricted Common stock			25,000
Restricted Common stock value			$ 10,000
Conversion value			$ 0.04
Former Director [Member]
Restricted Common stock			50,000
Restricted Common stock value			$ 20,000
Conversion value			$ 0.4

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Stockholders Equity (Details) - Stock Purchase Warrants [Member] - USD ($)	3 Months Ended		15 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022
Warrant shares, Beginning	239,401	249,401	249,401
Warrant shares, Expired		$ 10,000
Warrant shares, Ending	239,401	239,401	249,401
Weighted average exercise price, Beginning	$ 1.04	$ 1.00	$ 1.00
Weighted average exercise price, Expired	0	0.20	0
Weighted average exercise price, Ending	$ 1.04	$ 1.04	$ 1.00

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Stockholders Equity (Details 1)	9 Months Ended
	Mar. 31, 2023 $ / shares shares
Warrants outsanding 1 [Member]
Number of Warrants	35,000
Weighted Average Remaining Life (in years)	1 year 29 days
Exercise Price | $ / shares	$ 0.30
Warrants outsanding 2 [Member]
Number of Warrants	66,667
Weighted Average Remaining Life (in years)	1 year 29 days
Exercise Price | $ / shares	$ 0.50
Warrants outsanding 3 [Member]
Number of Warrants	70,867
Weighted Average Remaining Life (in years)	1 year 29 days
Exercise Price | $ / shares	$ 1.00
Warrants outsanding 4 [Member]
Number of Warrants	66,867
Weighted Average Remaining Life (in years)	1 year 29 days
Exercise Price | $ / shares	$ 2.00
Warrants outsanding [Member]
Number of Warrants	239,401
Weighted Average Remaining Life (in years)	1 year 29 days

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Stockholders Equity (Details 2) - Stock Options [Member]	9 Months Ended
	Mar. 31, 2023 $ / shares shares
Number of options, beginning balance | shares	425,600
Number of options, ending balance | shares	425,600
Number of options, Exercisable | shares	425,600
Weighted Average Exercise Price, beginning balance | $ / shares	$ 0.14
Weighted Average Exercise Price, ending balance | $ / shares	0.14
Weighted Average Exercise Price, Exercisable | $ / shares	$ 0.14
Weighted average remaining life, beginning	4 years 4 months 28 days
Weighted average remaining life, ending	3 years 7 months 28 days
Weighted average remaining life, exercisable	3 years 7 months 28 days

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Stockholders Equity (Details Narrative) - USD ($)		9 Months Ended
	Feb. 09, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2021
Common stock shares issued upon settlement of debt	139	1,666,667
Common stock value issued upon settlement of debt	$ 0	$ 594,344
Aggregate amount of debt settled		500,000
Accrued interest- debt settled		94,344
Stock Purchase Warrants [Member]
Number of warrants/rights outstanding, intrisic value		$ 0
Number of warrants/rights outstanding		239,401	239,401	249,401	249,401
Stock Options [Member]
Number of warrants/rights outstanding, intrisic value		$ 0
Number of warrants/rights outstanding		425,600
Share based compensation expense		$ 5,159
Share based compensation expense, unamortized		$ 0

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Stock Reverse Split (Details Narrative) - $ / shares	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares outstanding	4,227,222	2,560,416
Stock Reverse Split [Member]
Common stock par value	$ 0.0001
Common stock, shares outstanding	4,227,222
Description of stock reverse split	The Reverse Split was approved by FINRA on February 8, 2023, and became effective on February 9, 2023. All fractional shares resulting from the Reverse Split were rounded up to the nearest whole share, which results in an additional 139 shares issued for rounding

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Consulting Agreement - Related Party (Details Narrative)	1 Months Ended
	Jan. 31, 2023 USD ($)
Consulting Agreement [Member]
Service fee	$ 250,000

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Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 27, 2023	Mar. 31, 2023	Apr. 03, 2023	Jun. 30, 2022
Promissory notes payable		$ 700,000
Common shares issued		4,227,222		2,560,416
Subsequent Event [Member]
Additional borrowing			$ 300,000
Outstanding Balance			$ 1,000,000
Subsequent Event [Member] | Corby Marshall [Member]
Common shares issued			500,000
Shares Granted			750,000
CNTNR [Member]
Unsecured promissory note	$ 1,000,000
Outstanding pricipal balance	$ 790,000	$ 200,000
Discripiton of warrants	The warrants will have a 30% discount to the current trading price when exercised and will expire 36 months after April 6, 2023
Advanced payment	$ 200,000
Principal amount net	$ 50,000
Commitment fees rate	5.00%
Consulting fee		$ 5,000
Maturity date	Sep. 30, 2023
Annual interest rate	12.00%