Hawkeye Systems, Inc.

Current report

Careful consideration should be given to the following risk factors, together with all other information set forth in this quarterly report, including our condensed consolidated financial statements and related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other documents that we file with the SEC, in evaluating Hawkeye Systems, Inc. and our subsidiaries (collectively, the “Company”, “we”, or “our”) and our business, before investing in our common stock. Investing in our common stock involves a high degree of risk. If any of the following risks and uncertainties actually occur, our business, prospects, financial condition and results of operations could be materially and adversely affected. The market price of our common stock could decline if one or more of these risks or uncertainties were to occur, which may cause you to lose all or part of the money you paid to buy our common stock. The risk factors described below disclose both material and other risks and are not intended to be exhaustive and are not the only risks facing us. New risk factors can emerge from time to time, and it is not possible to predict the impact that any factor or combination of factors may have on our business, prospects, financial condition and results of operations. Certain statements below are forward-looking statements. See “Special Note Regarding Forward-Looking Statements” in this quarterly report.

Current report

Risks Related to Our Business

Current report

We have limited operations and expect to incur significant expenses and continuing losses for the foreseeable future.

Current report

We have had very limited operations to date. We believe that we will continue to incur operating and net losses in the future while we grow. We do not expect it to be profitable for the foreseeable future as we invest in our business, and we cannot assure you that we will ever achieve or be able to maintain profitability in the future. Even if we are able to successfully realign our business to the financial services and technology sector, there can be no assurance that we will be financially successful. Failure to become profitable would materially and adversely affect the value of your investment. If we are ever to achieve profitability, it will be dependent upon the successful development of our business model, which may not occur. As such, for the foreseeable future, we will have to fund all our operations and capital expenditures from cash on hand and future offerings of securities. However, unanticipated changes may occur that could consume our available capital before we expect, including changes in and progress of our development activities.

Current report

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

Current report

As reflected in the accompanying financial statements, we had an accumulated deficit of approximately $13,537,140 at March 31, 2026, and a net loss from operations of $120,070 for the nine months ended March 31, 2026. We do not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities, proceeds from convertible loans, and related party advances. In addition, we are in the development stage and have accumulated losses since inception. These factors raise substantial doubt about our ability to continue as a going concern.

Current report

Our ability to continue operations is dependent on the success of management’s plans and raising capital through the issuance of equity or debt securities, until such time that funds provided by operations are sufficient to fund working capital requirements. We will require additional funding to finance our operations and regulatory filing obligations, as well as to identify, negotiate and materialize a business combination with a target business. We believe our current available cash may be insufficient to meet our cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all.

Current report

Our limited operating history makes it difficult for us to evaluate our future business prospects.

Current report

We are a company with an extremely limited operating history and have not generated any revenue during the three and nine months ended March 31, 2026 and 2025. It is difficult, if not impossible, to forecast our future results, and we have limited insight into trends that may emerge and affect our business. Market conditions, many of which are outside of our control and subject to change, including general economic conditions, regulatory requirements, and competition, will impact our success.

Current report

You should consider our business and prospects in light of the risks and significant challenges we face. If we fail to adequately address any or all of these risks and challenges, our business, prospects, financial condition, results of operations, and cash flows may be materially and adversely affected.

Current report

We have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.

Current report

As a public company, we are subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources.

Current report

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal controls over financial reporting.

Current report

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our internal controls over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

Current report

We have identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The material weaknesses identified to date include (i) having only one officer handling all financial transactions, (ii) lack of appropriate operational controls and consistency in providing our accounting personnel with financial information, (iii) incomplete financial statements on a daily basis and resulting errors in our underlying accounting system, (iv) lack of proper documentation of our assessment and evaluation, and (v) our determination that internal controls were ineffective due to the limited segregation of duties because of the limited management structure.

Current report

We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

Current report

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the Securities and Exchange Commission (the “SEC”). Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.

Current report

Our independent registered public accounting firm is not currently required to audit the effectiveness of our internal control over financial reporting until we meet certain requirements. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and cause a decline in the market price of our common stock.

Current report

Our outstanding common stock is substantially controlled by our management.

Current report

Hawkeye HoldCo, LLC (“HH”), upon conversion of the Convertible Note, is expected to beneficially own approximately 68% of our outstanding common stock. Marty Sumichrast, who currently serves as the Chairman of the Board, is the manager of MCIMAC, LLC (“MCIMAC”), which is the manager of HH. MCIMAC, along with David Wachsman, our President, and Q. Byron Hamlett, our Chief Financial Officer, are members of HH. As a result of these holdings, Mr. Sumichrast does and will have significant influence over our management and affairs, over the appointment of directors, and, to the extent the Convertible Note is converted into common stock, over matters requiring stockholder approval, including significant corporate transactions. Therefore, Mr. Sumichrast and HH will have substantial influence over our operations and the composition of our Board. This concentration of ownership could also have the effect of delaying or preventing a change in our control. Accordingly, HH could cause us to enter into transactions or agreements that we would not otherwise consider.

Current report

In addition, this concentration of ownership may delay or prevent a change in our control and might affect the market price of our common stock, even when a change in control may be in the best interest of all stockholders. Furthermore, the interests of this concentration of ownership may not always coincide with our interests or the interests of other stockholders.

Current report

Members of our management team and board of directors have experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to raise capital.

Current report

During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, or may in the future become involved in, litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. On April 29, 2024, a final judgment was entered in the matter inSecurities and Exchange Commission v. Martin Sumichrast, by the United States District Court for the Western District of North Carolina, Charlotte Division, pursuant to which Mr. Sumichrast, without admitting or denying the allegations against him, was permanently restrained and enjoined from violating Sections 206(2) and 206(3) of the Investment Advisers Act of 1940 (the “Advisers Act”) by, if acting as an investment adviser within the meaning of Section 202(a)(11) of the Advisers Act, directly or indirectly, by use of the mails or instrumentality of interstate commerce: (a) engaging in transactions, practices or courses of business which operate as a fraud or deceit upon a client or prospective client, or (b) while acting as a principal for his own account, knowingly selling securities to, and/or purchasing securities from, a client without first disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. In addition, Mr. Sumichrast agreed to pay for total disgorgement of profits, prejudgment interest and penalties of $350,000. As a result of such settlement, we are not able to offer securities in private offerings pursuant to Regulation D under the Securities Act and may find it more difficult to otherwise raise capital.

Current report

Likewise, any additional litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from executing on our strategic plans and may negatively affect our reputation, which may impede our ability to grow our business and raise capital, and which may adversely affect the market price of our common stock.

Current report

We may need to raise additional capital that may be required to grow our business, and we may not be able to raise capital on terms acceptable to us or at all.

Current report

Operating our business and maintaining our anticipated growth efforts will require significant cash outlays and advance capital expenditures and commitments. If cash on hand and cash generated from potential future operations are not sufficient to meet our cash requirements, we will need to seek additional capital, potentially through debt or equity financings, to fund our growth. We cannot assure you that we will be able to raise needed cash on terms acceptable to us or at all. Financings may be on terms that are highly dilutive or potentially dilutive to our stockholders, and the prices at which new investors or current investors, including any related parties, would be willing to purchase our securities may be significantly lower than the price per share of our common stock paid by shareholders. The holders of new securities may also have rights, preferences or privileges which are senior to those of existing holders of common stock. If new sources of financing are required, but are insufficient or unavailable, we will be required to modify our growth plans based on available funding, if any, which would harm our ability to grow our business.

Current report

We may fail to manage future growth effectively.

Current report

Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. We plan to expand our operations in the future. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include:

Current report

We may hire additional personnel. Competition for individuals with relevant experience can be intense, and we may not be able to attract, assimilate, train or retain additional highly qualified personnel in the future. The failure to attract, integrate, train, motivate and retain these additional employees could seriously harm our business and prospects.

Current report

We may attempt to grow our business through acquisitions or strategic alliances and new partnerships, which we may not be successful in completing or integrating*.*

Current report

We may in the future enter into acquisitions and strategic alliances that will enable us to acquire complementary skills and capabilities, offer new services, and obtain other competitive advantages. We cannot assure you, however, that we will identify acquisition candidates or strategic partners that are suitable to our business, obtain financing on satisfactory terms, complete acquisitions or strategic alliances, or successfully integrate acquired operations into our operations. Once integrated, acquired operations may not achieve anticipated levels of sales or profitability, or otherwise perform as expected. Acquisitions also involve special risks, including risks associated with unanticipated challenges, liabilities and contingencies, and diversion of management attention and resources from our existing operations.

Current report

Because we have not selected any businesses with which to pursue future strategic transactions, you will be unable to ascertain the merits or risks of any particular future acquisition.

Current report

Although we intend to focus on conducting private equity business and conducting merchant banking services in digital assets and other frontier verticals in finance and technology, our efforts to identify potential strategic partners will not necessarily be limited to a particular industry, sector or geographic region. To the extent we complete future business combinations, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. There are no assurances that any target business with which we consummate a business combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a business.

Current report

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our future business combinations and give rise to increased costs and risks that could negatively impact on our operations and profitability.

Current report

If we decide to simultaneously acquire several businesses that are owned by different sellers, we will need each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete future business combinations. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

Current report

We rely on network and information systems and other technologies for our business activities and certain events, such as computer hackings, viruses or other destructive or disruptive software or activities may disrupt our operations, which could have a material adverse effect on our business, financial condition and results of operations.

Current report

Network and information systems and other technologies are important to our business activities and operations. Network and information systems-related events, such as computer hacking, cyber threats, security breaches, viruses, or other destructive or disruptive software, process breakdowns or malicious or other activities could result in a disruption of our services and operations or improper disclosure of personal data or confidential information, which could damage our reputation and require us to expend resources to remedy any such breaches. Moreover, the amount and scope of insurance we maintain against losses resulting from any such events or security breaches may not be sufficient to cover our losses or otherwise adequately compensate us for any disruptions to our businesses that may result, and the occurrence of any such events or security breaches could have a material adverse effect on our business and results of operations. While we may develop and maintain systems seeking to prevent systems-related events and security breaches from occurring, the development and maintenance of these systems is costly and requires ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated. Despite these efforts, there can be no assurance that disruptions and security breaches will not occur in the future. Moreover, we may provide certain confidential, proprietary and personal information to third parties in connection with our businesses, and while we obtain assurances that these third parties will protect this information, there is a risk that this information may be compromised.

Current report

Maintaining the secrecy of confidential, proprietary, or trade secret information is important to our competitive business position. While we have taken steps to protect such information and invested in information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, dissemination, or misuse of critical or sensitive information. A cyber-attack or other significant disruption involving our information technology systems, or those of our vendors, suppliers and other partners, could also result in disruptions in critical systems, corruption or loss of data and theft of data, funds or intellectual property. A breach of our security measures or the accidental loss, inadvertent disclosure, unapproved dissemination, misappropriation or misuse of trade secrets, proprietary information, or other confidential information, whether as a result of theft, hacking, fraud, trickery or other forms of deception, or for any other reason, could enable others to produce competing products, use our proprietary technology or information, or adversely affect our business or financial condition. We may be unable to prevent outages or security breaches in our systems. We remain potentially vulnerable to additional known or yet unknown threats as, in some instances, we, our suppliers and our other partners may be unaware of an incident or its magnitude and effects. We also face the risk that we expose our vendors or partners to cybersecurity attacks. Any or all of the foregoing could adversely affect our results of operations and our business reputation.

Current report

Likewise, data privacy breaches by employees or others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. There can be no assurance that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business. The occurrence of any such network or information systems-related events or security breaches could have a material adverse effect on our business, financial condition and results of operations.

Current report

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete acquisitions, and results of operations.

Previous report

Not required for Smaller Reporting Companies.