Hawkeye Systems, Inc.

March 31, 2026

Note 1 –Summary of Significant Accounting Policies

Business Overview

Hawkeye Systems, Inc. (the “Company”), is a Nevada corporation incorporated on May 15, 2018. From inception, until July 2021, the Company focused on selling personal protective equipment (“PPE”). The Company intends to become a leading private equity and corporate advisory firm, conducting merchant banking services in digital assets and other frontier verticals in financial services and technology.

In connection with a realignment of the Company’s business strategy, the Company intends to raise capital to invest in and potentially acquire controlling interests in companies that fit the Company’s investment criteria as well as recruit and retain additional personnel to provide companies with business advisory services.

On April 1, 2025, the Company’s management entered into an agreement with cybersecurity experts, Christian Schjolberg and Peter Herzog to create a Nevada limited liability company called Rift Cyber LLC (“Rift”), which is focusing its business efforts in the intersection of physical security and digital or cybersecurity. Rift aims to produce a unified smart sensor ecosystem which will turn beacons coming from devices such as cellular telephones, satellites, laptops, smart devices and other devices connected to the internet into a dataset useful for multiple purposes, including but not limited to mapping customer behavior, improving client security, or improving employee productivity. Rift’s application, Rythe, is anticipated to utilize modular platforms for physical asset monitoring, behavioral anomaly detection, secure access controls, and integrating software and sensor layers. Management is currently evaluating the future funding of Rythe.

On March 31, 2026, the Board of Directors (the “Board”) of the Company approved the conditional appointment of Martin Sumichrast, Sim Farar, Nathan Bradley Fleisher, and Ralph Olson (collectively, the “14F Directors”) to the Board, which appointment would become effective ten days after the filing and transmission of an Information Statement on Schedule 14f-1 (the “Schedule 14f-1”) by the Company. The Company filed the Schedule 14f-1 on April 16, 2026, and completed mailing of the Schedule 14f-1 on April 24, 2026. Consequently, the appointment of the 14F Directors became effective, and the 14F Directors joined the Board, as of May 4, 2026. See also Note 9—Subsequent Events.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the unaudited condensed consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K, for the year ended June 30, 2025, as filed with the SEC on October 15, 2025.

The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. Significant estimates in the accompanying financial statements include useful lives of property and equipment, fair value assumptions used for stock-based compensation, and the valuation allowance on deferred tax assets.

Financial Instruments - Credit Losses (ASU 2016-13)

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, that changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have to disclose significantly more information about allowances and credit quality indicators. The standard is effective for the Company for fiscal years beginning after December 15, 2022. As the Company has no accounts receivable, and only a small amount of cash is deposited in a secured bank, the Company believes that ASU 2016-13, Financial Instruments - Credit Losses, have no material impact on the Company.

Fair value measurements

When required to measure assets or liabilities at fair value, the Company uses a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used. The Company determines the level within the fair value hierarchy in which the fair value measurements in their entirety fall. The categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs, and Level 3 uses significant unobservable inputs. The amount of the total gains or losses for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date. The Company has no assets or liabilities that are adjusted to fair value on a recurring basis.

Revenue recognition

During the three months and nine months ended March 31, 2026 and 2025, the Company hadno revenue.

Cost of sales

During the three months and nine months ended March 31, 2026 and 2025, the Company hadno 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 shares of common stock outstanding during the period. Diluted earnings per share are calculated based on the weighted average number of shares of common stock outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company’s common stock, and a convertible note payable with accrued interest. For the three months ended March 31, 2026, and 2025, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-dilutive were as follows:

Effective as of April 1, 2026, the Company entered into a “Stock Option Cancellation Agreement” with certain stock option holders, resulting in the cancellations of an aggregate total of 207,600 options to purchase shares of common stock. The execution of these cancellation agreements will impact the calculation of the possible dilutive shares. See detail discussion on Note 9 – Subsequent Events -Option Cancellation Agreements.

On April 1, 2026, the Company issued a non-interest-bearing convertible note with an initial principal amount of $2,767,756 to Hawkeye Holdco LLC (“HH”) in exchange for a note previously issued by the Company to Steve Hall (“Hall”) and subsequently resold by Hall to HH (the “Existing Hall Note”). This convertible note, upon conversion, may represent a significant number of potential shares that are required to be disclosed or included in a dilutive share analysis under ASC 260 guidelines. See detail on Note 9 - Subsequent Events -Convertible Promissory Note and Note Purchase Agreement.

Recent accounting pronouncements

Management has considered all recent accounting pronouncements issued and their potential effect on the Company’s financial statements.

Segment Reporting (ASU 2023-07)

In November 2023, the FASB issued Segment Reporting - ASU 2023-07 (Topic 280): Improvements to Reportable Segment Disclosures. FASB ASC Topic 280, “Segment Reporting,” requires the use of a “management approach” model for segment reporting. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Reportable segments are based on products and services, geographic location, legal structure, management structure, or any other way management breaks down the company.

The Company has adopted Segment Reporting - ASU 2023-07 effective January 1, 2024. Since the Company has limited activity and no long-lived assets, and management is located primarily in the United States, our president who is the chief operating decision maker (“CODM”) determined that the Company operates and manages the business asone reportable segment andone operating segment.

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 three months ended March 31, 2026, the Company had a net loss of $117,261, and an accumulated deficit of $13,537,140.

Currently, the Company has no full-time employees. All operating expenses are related to public filings and are supported by a related party loan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be unable to re-commence operations. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 3 –Loan payable due to Eagle - JV partner

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

In addition, the Company is obliged to repay one-third of the loan contributed by Eagle or one-third of the capital paid by Eagle according to the Membership Agreement.

HIE has not had any operating activities since July 2021. As a result, the Company’s investment balance in HIE as of March 31, 2026 was $0, and the loan balance payable to joint venture partner Eagle (the “Eagle Debt”) totaled $442,251, unchanged since fiscal year 2021.

On April 1, 2026, the Company entered into a settlement and release agreement with Eagle to settle the Eagle Debt for a sum of $44,000 plus 500,000 shares of Common Stock of the Company. Further detail presents on Note 9—Subsequent Events.

Note 4 –Promissory Loan Payable - related party

On March 29, 2023, Steve Hall (“Mr. 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 “Hall Note”). The purpose of the Hall Note was to provide the Company with a funding source to make a follow-on investment in CNTNR USA, Inc., a Delaware corporation (“CNTNR”). On May 31, 2023 (or upon the closing of a debt financing), the Company would repay the outstanding principal balance of the Hall Note to Mr. Hall and transfer to him 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the warrants to purchase shares of CNTNR common stock issued to the Company (the “CNTNR Warrants”).

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

On the maturity date of December 31, 2025, the outstanding balance of the loan (the “Existing Hall Note”) amounted to $2,767,756, comprising $2,318,263 in principal and $449,493 in accrued interest. Although the Note matured on December 31, 2025, the underlying debt remained outstanding as of March 31, 2026. As of March 31, 2026, and March 31, 2025, the outstanding loan balances were $2,836,351 and $2,402,835, respectively, with inclusion of corresponding accrued interest of $518,088, of which $449,493 accrued prior to the loan's maturity date and $68,595 accrued subsequent to the Note's maturity date, and $245,941, respectively.

Pursuant to the terms and conditions of the Note Purchase Agreement described in Note 9 - Subsequent Events,Convertible Promissory Note and Note Purchase Agreement, the Company has amended and restated the Existing Hall Note; the aggregate principal and interest amount of such note as of the maturity date of December 31, 2025, totaling $2,767,756, was rolled over into a new amended and restated convertible promissory note on April 1, 2026. executed between the Company and HH. Furthermore, interest accrued on the Existing Hall Note during the period from January 1, 2026 to March 31, 2026, amounting to $68,595, was extinguished and forfeited upon the delivery and execution of the April 1, 2026, Note Purchase Agreement. For further details, please refer to Note 9 - Subsequent Events,Convertible Promissory Note and Note Purchase Agreement**.**

Note 5 –Accounts Payable and Accrued Liabilities – related party

Following the maturity date of December 31, 2025, of the Existing Hall Note described in Note 4 - Promissory Loan Payable - related party, the Company cumulatively received an aggregated amount of $27,463 between January 1, 2026 to February 19, 2026 from Steve Hall, the note holder of the Existing Hall Note described in Note 4. Such amount is recorded at cost under Accounts Payable and Accrued Liabilities – related party.

On May 7, 2026, in consideration for forgiving the interest described in Note 4, Steve Hall entered into a Share Subscription Agreement with the Company. The subscription proceeds are to be settled by offsetting the outstanding payable amount of $27,463. For further details, please refer to Note 9 - Subsequent Events -Accounts Payable and Accrued Liabilities—Related Parties.

Note 6 –Stockholders’ Equity

Stock Options

Transactions in stock options for the nine months ended March 31, 2026, and 2025 were as follows:

During the nine months ended March 31, 2026, the Company hadnot granted any stock options. And all stock options were vested at the fiscal year end June 30, 2023.

At March 31, 2026, the intrinsic value of the outstanding options was $0.

Effective as of April 1, 2026, the Company entered into a Stock Option Cancellation Agreement with the holders of stock options to purchase, in the aggregate, 207,600 shares of common stock. See detail discussion on Note 9—Subsequent Events,Option Cancellation Agreements.

Common Stock

The Company issued 600,000 shares of common stock, valued at $60,000, to former Chief Financial Officer Christopher Mulgrew; and issued 500,000 shares of common stock, valued at $50,000, to former Chief Executive Officer Corby Marshall who resigned on April 1, 2026, to settle accounts payable, respectively. All shares were recorded as shares to be issued prior to the issuance and were issued on January 1, 2026.

Note 7 –Commitments and Contingencies

On December 1, 2023, the Company entered into a consulting agreement with Corby Marshall, the Company’s former President, Secretary, Chief Executive Officer and Chairman of the Board of Directors at the time, to restructure the compensation received by Mr. Marshall from the Company (the “Marshall Consulting Agreement”). Pursuant to the terms of the Marshall Consulting Agreement, Mr. Marshall received a flat fee of $500 monthly for his services rendered to the Company starting from December 1, 2023, and thereafter. The agreement was terminated on March 25, 2026, and Mr. Marshall has not received any compensation since July 1, 2025. Furthermore, Mr. Marshall resigned from all of the aforementioned positions on April 1, 2026.

On July 17, 2020, the Company entered into a Membership Agreement (See “Investment in HIE LLC” in Item 1. Description of Business and Note 3—Loan Payable due to Eagle—JV partner). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital for HIE, the Company shall contribute to repay 33.3% of the Origination Loan and Additional Contribution and of any losses of HIE. HIE did not have operating activities during the fiscal year of 2026 and 2025, respectively.

Note 8 –Equity Investment – Rift Cyber LLC

On April 1, 2025, the Company, Christian Schjolberg, and Peter Herzog filed articles of organization with the Secretary of State of the State of Nevada to form Rift. The Company holds 25% of Rift’s membership interests, and Christian Schjolberg, and Peter Herzog collectively hold the remaining 75% of Rift’s membership interests. In connection with the formation of Rift, Jö & Fyse UG (an entity controlled by Christian Schjolberg) and Peter Herzog executed an intellectual property assignment agreement (the “IP Assignment”), whereby they assigned to Rift all of the intellectual property rights in and to the core technology, RF environment mapping methodology, authentication framework, data collection and aggregation mechanism, applications and use cases, and prototype implementations and source code of the predecessor cybersecurity technology platform (“Rift Tech”). As consideration for the IP Assignment, the Company’s Board of Directors granted each of Jö & Fyse UG, and Peter Herzog,250,000 shares of common stock, respectively. These shares were issued on October 1, 2025.

The Company holds minority equity interests in Rift in which it does not have a controlling financial interest or the ability to exercise significant influence. These investments are accounted for under the measurement alternative in ASC 321,Investments — Equity Securities, and are recorded at cost, and less any impairment. The Company performs a qualitative assessment of each reporting period to identify impairment indicators. When indicators are present, the investment is written down to fair value, with the loss recognized in earnings.

As of March 31, 2026, the aggregate carrying amount of equity investments measured under the measurement alternative on investment in Rift was $64,815, which included in non-current assets on the consolidated balance sheet. Since inception date of the investment, no impairment indicators were identified, and no loss was recorded.

Note 9 –Subsequent Events

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

Change in Control

Pursuant to a Note Purchase Agreement, effective as of April 1, 2026, the issuance of a Convertible Promissory Note, Series A Preferred Stock Subscription Agreement, Investor Rights Agreement, and the filing of a Certificate of Designation for Series A Preferred Stock, the Company underwent a change in control whereby Hawkeye Holdco LLC (“HH”), over which Martin Sumichrast has voting and dispositive power, acquired beneficial ownership of approximately 68% of the Company’s common stock, as described below. Mr. Sumichrast disclaims beneficial ownership of such shares except to the extent of his pecuniary interests therein.

**Convertible Promissory Note and Note Purchase Agreement **

On April 1, 2026, the Company, HH and Mr. Hall entered into a Note Purchase Agreement where HH purchased from Mr. Hall the Existing Hall Note described in Note 4- Promissory Note Payable. Pursuant to the Note Purchase Agreement, the Existing Hall Note was amended and restated and the Company issued a new non-interest-bearing Convertible Promissory Note to HH in an initial principal amount of $2,767,756 (the “Convertible Note” as referred on Note 4—Promissory Loan Payable—related party) in exchange for the Existing Hall Note. The Convertible Note matures 24 months from the date of issuance and converts into common stock at an initial conversion price of $0.12. The conversion price will be adjusted in the event of any dividend or distribution involving common stock, stock split, reverse stock split, or other subdivision or combination of common stock.

Pursuant to the terms of the Note Purchase Agreement, the Existing Hall Note was amended and restated in the form of the Convertible Note.

Series A Preferred Stock Subscription Agreement and Certificate of Designation

On April 1, 2026, the Company entered into a Subscription Agreement with Mr. Hall, pursuant to which Mr. Hall subscribed for 2,000 shares of Series A Convertible Preferred Stock at a total purchase price of $200,000 (the “Subscription Agreement”). On the same day, the Company filed a Certificate of Designation for Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Nevada, designating a class of preferred stock as Series A Convertible Preferred Stock with a par value of $0.0001 per share (the “Preferred Stock”).

Pursuant to the terms and conditions set forth in the Certificate of Designation, shares of Preferred Stock may be convertible into shares of Common Stock at any time following the issuance of the Preferred Stock at the option of the holder. If an optional conversion has not occurred, then on the earliest to occur of (A) the 12 month anniversary of the date of issuance, (B) the date on which the Company first completes an offering of equity or debt securities for the primary purpose of raising capital with aggregate gross proceeds equal to or greater than $1,500,000, and (C) the Market Capitalization (as such term is defined in the Certificate of Designation) of the Company exceeds $50,000,000 for any 20 out of 30 consecutive trading days, then all of the then-outstanding shares of Preferred Stock will automatically be converted into shares of common stock. The conversion rate for the Preferred Stock provides that, if all 2,000 shares of Preferred Stock are converted, the holder will receive a number of shares of common stock equal to 7% of the fully diluted shares of common stock outstanding immediately after giving effect to such conversion, subject to certain adjustments as set forth in the Certificate of Designation, which percentage will be reduced proportionally in the event that a portion of the 2,000 shares of Preferred Stock are converted.

Investor Rights Agreement

On April 1, 2026, the Company, Mr. Hall, and HH entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which the Company agreed to file a registration statement within 30 days following a request by HH and to use its reasonable best efforts to cause the registration statement to be declared effective within 75 days, registering the resale of all shares of common stock held by HH and shares of common stock issuable upon the exercise or conversion of securities held by HH (the “Registrable Securities”). The Investor Rights Agreement also grants certain piggyback registration rights to HH.

Additionally, the Investor Rights Agreement requires that the Company increase the size of its Board of Directors (the “Board”) from one to five members, to appoint four individuals to the Board as designated by HH, and to nominate and recommend such designees for election to the Board at future meetings of the Company’s stockholders.

Settlement Agreement

On April 1, 2026, the Company entered into a Settlement and Release Agreement (the "Settlement Agreement") with Eagle Equities LLC ("Eagle", as referred to Note 3—Loan payable due to Eagle—JV partner). Pursuant to the Settlement Agreement, the Company agreed to pay Eagle $44,000 and issue 500,000 shares of common stock as consideration for the mutual general release of claims between the parties; such claims include those arising from a loan payable by the Company to Eagle and certain other matters described in the Settlement Agreement.

Option Cancellation Agreements

On April 6, 2026, the Company submitted a Form 8-K disclosing that as of April 1, 2026, the Company entered into various Stock Option Cancellation Agreements (collectively, the “Cancellation Agreements”) with the holders (the “Holders”) of Options to purchase, in the aggregate, 177,600 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Options”). Pursuant to the Cancellation Agreements, each Holder agreed to surrender and cancel all Options held by such Holder for aggregate consideration of $1.00 per share for each Holder. As of the date of this report, subsequent to the filing of Form 8-K, an additional 30,000 shares of stock options have been cancelled, bringing the total number of cancelled options to 207,600 shares.

Departure and Appointment of Officers

On April 1, 2026, Mr. Marshall stepped down as President and Chief Executive Officer but remains a member of the Board of Directors. The position of Chief Executive Officer is currently vacant.

Effective April 1, 2026, the Board of Directors approved the appointment of David Wachsman as President and Q. Byron Hamlett as Chief Financial Officer. Mr. Wachsman will serve as the Principal Executive Officer.

Appointment of Directors

On March 31, 2026, the Board approved the conditional appointment of Martin Sumichrast, Sim Farar, Nathan Bradley Fleisher, and Ralph Olson (collectively, the “14F Directors”), which appointment would become effective ten days after the filing and transmission of an Information Statement on Schedule 14f-1 (the “Schedule 14f-1”) by the Company. The Company filed the Schedule 14f-1 on April 16, 2026 and completed mailing of the Schedule 14f-1 on April 24, 2026. Consequently, the appointment of the 14F Directors became effective, and the 14F Directors joined the Board, as of May 4, 2026.

Accounts Payable and Accrued Liabilities – related party

On May 7, 2026, in consideration for the cancellation of $68,595 accrued interest from the Existing Note generated from January 1, 2026 to March 31, 2026 as described in Note 4 - Promissory Loan Payable - related party, Steve Hall entered into a Share Subscription Agreement with the Company. Pursuant to this agreement, Steve Hall agreed to subscribe for 228,858 shares of the Company's common stock at a subscription price of $0.12 per share; the subscription proceeds have been settled by offsetting the outstanding payable amount of $27,463 owed by the Company to Steve Hall on May 7, 2026.

Change in Trading Market

On April 28, 2026, the Company was notified by OTC Markets Group, Inc. that, in connection with the Company’s recent change in control as described above, the Company’s common stock would be moved from the OTCQB Venture Market to the OTC Pink Limited Market.

Effective April 29, 2026, the Company’s common stock commenced trading on the OTC Pink Limited Market and, on May 8, 2026, became quoted on the OTCID Basic Market operated by OTC Markets Group, Inc.