Form 10-Q Hawkeye Systems, Inc. For: Mar 31

May 19, 2022 6:21 AM EDT

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hwke_10q.htm

 

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, 2022

 

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 AbercornSuite 204

SavannahGA 31405

(Address of principal executive offices)

 

(912253-0375

(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 16, 2022, was 25,089,148 shares of common stock.

 

 

 

 

Contents

 

 

 

 

Page

 

Part 1

FINANCIAL INFORMATION

 

2

 

 

 

 

 

 

Item 1

Financial Statements (unaudited)

 

2

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021 (unaudited)

 

2

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2022 and 2021 (unaudited)

 

3

 

 

 

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended March 31, 2022 and 2021 (unaudited)

 

4

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2022 and 2021 (unaudited)

 

5

 

 

 

 

 

 

 

Notes to the Unaudited Condensed Consolidated Financial Statements

 

6

 

 

 

 

 

 

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

 

 15

 

 

 

 

 

 

Item 1

Legal Proceedings

 

15

 

 

 

 

 

 

Item 1A

Risk Factors

 

15

 

 

 

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

 

 

 

 

 

Item 3

Defaults Upon Senior Securities

 

15

 

 

 

 

 

 

Item 4

Mine Safety Disclosures

 

15

 

 

 

 

 

 

Item 5

Other Information

 

15

 

 

 

 

 

 

Item 6

Exhibits

 

16

 

 

 

 

 

 

 

SIGNATURES

 

17

 

 

 
1

Table of Contents

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

 

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

 

March 31,

 

 

June 30,

 

 

 

2022

 

 

2021

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$18,717

 

 

$282,131

 

Prepaid expenses

 

 

4,833

 

 

 

3,000

 

Total current assets

 

 

23,550

 

 

 

285,131

 

 

 

 

 

 

 

 

 

 

Total assets

 

$23,550

 

 

$285,131

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$282,277

 

 

$133,088

 

Convertible note payable, net of discount - related party

 

 

1,175,000

 

 

 

450,933

 

Inventory financing payable - related party

 

 

-

 

 

 

500,000

 

Common stock payable - related party

 

 

200,000

 

 

 

477,000

 

Total current liabilities

 

 

1,657,277

 

 

 

1,561,021

 

 

 

 

 

 

 

 

 

 

 Long-term liabilities:

 

 

 

 

 

 

 

 

PPP loan

 

 

-

 

 

 

16,983

 

Total liabilities

 

 

1,657,277

 

 

 

1,578,004

 

 

 

 

 

 

 

 

 

 

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; 25,604,148 and 17,921,148 shares issued and outstanding, respectively

 

 

2,560

 

 

 

1,792

 

Additional paid-in capital

 

 

8,457,766

 

 

 

7,957,009

 

Accumulated deficit

 

 

(10,094,053)

 

 

(9,251,674)

Total stockholders’ deficit

 

 

(1,633,727)

 

 

(1,292,873)

 Total liabilities and stockholders’ deficit

 

$23,550

 

 

$285,131

 

 

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

 

 
2

Table of Contents

 

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$-

 

 

$2,174,596

 

 

$-

 

 

$2,556,942

 

Cost of sales

 

 

-

 

 

 

2,264,880

 

 

 

-

 

 

 

2,585,259

 

Gross profit

 

 

-

 

 

 

(90,284)

 

 

-

 

 

 

(28,317)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

13,627

 

 

 

46,188

 

 

 

127,670

 

 

 

68,467

 

Management compensation

 

 

124,167

 

 

 

324,519

 

 

 

520,906

 

 

 

665,805

 

Professional fees

 

 

10,837

 

 

 

65,738

 

 

 

49,971

 

 

 

121,142

 

Professional fees - related party

 

 

15,500

 

 

 

101,085

 

 

 

167,758

 

 

 

311,265

 

Marketing

 

 

3,118

 

 

 

11,520

 

 

 

5,813

 

 

 

94,809

 

Write-down of inventory

 

 

-

 

 

 

446,331

 

 

 

-

 

 

 

486,495

 

Total operating expenses

 

 

167,249

 

 

 

995,381

 

 

 

872,118

 

 

 

1,747,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(167,249)

 

 

(1,085,665)

 

 

(872,118)

 

 

(1,776,300)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

-

 

 

 

(238)

 

 

(85)

 

 

(14,571)

Interest expense - related party

 

 

(43,799)

 

 

(62,962)

 

 

(107,602)

 

 

(125,865)

Financing expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(55,497)

Financing expense - related party

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,508,211)

PPP loan forgiveness

 

 

17,139

 

 

 

-

 

 

 

17,139

 

 

 

-

 

Loss on settlement of debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(370,269)

Total other expense

 

 

(26,660)

 

 

(63,200)

 

 

(90,548)

 

 

(2,074,413)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(193,909)

 

$(1,148,865)

 

$(962,666)

 

$(3,850,713)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share - basic and diluted

 

$(0.01)

 

$(0.07)

 

$(0.04)

 

$(0.23)

Weighted average common shares outstanding - basic and diluted

 

 

25,604,148

 

 

 

17,454,241

 

 

 

22,298,958

 

 

 

16,826,662

 

 

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

 

 
3

Table of Contents

 

HAWKEYE SYSTEMS, INC.

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

(Unaudited)

 

For the Three Months and Nine months ended March 31, 2022

 

 

 

 

 

 

 

 

 

Additional

 

 

Common

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Stock

 

 

Accumulated

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

to be Issued

 

 

Deficit

 

 

 

Balance, June 30, 2021

 

 

17,921,148

 

 

$1,792

 

 

$7,957,009

 

 

$-

 

 

$(9,251,674)

 

$(1,292,873)

Cumulative-effect adjustment from adoption of ASU 2020-06

 

 

-

 

 

 

-

 

 

 

(169,354)

 

 

-

 

 

 

120,287

 

 

 

(49,067)

Common stock issued for settlement of debt

 

 

300,000

 

 

 

30

 

 

 

29,970

 

 

 

-

 

 

 

-

 

 

 

30,000

 

Stock based compensation – options

 

 

-

 

 

 

-

 

 

 

73,994

 

 

 

-

 

 

 

-

 

 

 

73,994

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(281,915)

 

 

(281,915)

Balance, September 30, 2021

 

 

18,221,148

 

 

$1,822

 

 

$7,891,619

 

 

$-

 

 

$(9,413,302)

 

$(1,519,861)

Common shares issued for stock payable

 

 

1,108,000

 

 

 

111

 

 

 

276,889

 

 

 

-

 

 

 

-

 

 

 

277,000

 

Stock based compensation – options

 

 

-

 

 

 

-

 

 

 

284,727

 

 

 

-

 

 

 

-

 

 

 

284,727

 

Stock option cashless exercised

 

 

6,035,000

 

 

 

603

 

 

 

(603)

 

 

-

 

 

 

-

 

 

 

-

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(486,842)

 

 

(486,842)

Balance, December 31, 2021

 

 

25,364,148

 

 

$2,536

 

 

$8,452,632

 

 

$-

 

 

$(9,900,144)

 

$(1,444,976)

Stock option cashless exercised

 

 

240,000

 

 

 

24

 

 

 

(24)

 

 

-

 

 

 

-

 

 

 

-

 

Stock based compensation – options

 

 

-

 

 

 

-

 

 

 

5,158

 

 

 

-

 

 

 

-

 

 

 

5,158

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(193,909)

 

 

(193,909)

Balance, March 31, 2022

 

 

25,604,148

 

 

$2,560

 

 

$8,457,766

 

 

$-

 

 

$(10,094,053)

 

$(1,633,727)

 

For the Three Months and Nine Months Ended March 31, 2021

 

 

 

 

 

 

 

 

 

Additional

 

 

Common

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Stock to

 

 

Accumulated

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

 be Issued

 

 

Deficit

 

 

 

 

Balance, June 30, 2020

 

 

14,828,036

 

 

$1,483

 

 

$4,527,925

 

 

$139,500

 

 

$(4,509,841)

 

$159,067

 

Common shares issued for stock to be issued

 

 

365,000

 

 

 

37

 

 

 

109,463

 

 

 

(109,500)

 

 

-

 

 

 

-

 

Warrants exercised for cash

 

 

175,000

 

 

 

17

 

 

 

67,483

 

 

 

-

 

 

 

-

 

 

 

67,500

 

Common shares issued for conversion of debt

 

 

469,623

 

 

 

47

 

 

 

525,931

 

 

 

-

 

 

 

-

 

 

 

525,978

 

Stock based compensation – options

 

 

-

 

 

 

-

 

 

 

119,155

 

 

 

-

 

 

 

-

 

 

 

119,155

 

Stock based compensation – warrant

 

 

-

 

 

 

-

 

 

 

1,563,708

 

 

 

-

 

 

 

-

 

 

 

1,563,708

 

Debt forgiveness

 

 

-

 

 

 

-

 

 

 

20,932

 

 

 

-

 

 

 

-

 

 

 

20,932

 

Net loss

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

(2,345,147)

 

 

(2,345,147)

Balance, September 30, 2020

 

 

15,837,659

 

 

$1,584

 

 

$6,934,597

 

 

$30,000

 

 

$(6,854,988)

 

$111,193

 

Common stock issued exchanged for common stock payable

 

 

612,000

 

 

 

61

 

 

 

152,939

 

 

 

-

 

 

 

-

 

 

 

153,000

 

Common stock and warrants issued for cash

 

 

100,000

 

 

 

10

 

 

 

19,990

 

 

 

-

 

 

 

-

 

 

 

20,000

 

Common shares issued for settlement of debt

 

 

515,000

 

 

 

51

 

 

 

179,949

 

 

 

-

 

 

 

-

 

 

 

180,000

 

Stock based compensation – options

 

 

-

 

 

 

-

 

 

 

119,155

 

 

 

-

 

 

 

-

 

 

 

119,155

 

Beneficial conversion feature

 

 

-

 

 

 

-

 

 

 

117,760

 

 

 

-

 

 

 

-

 

 

 

117,760

 

Net loss

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

(356,701)

 

 

(356,701)

Balance, December 31, 2020

 

 

17,064,659

 

 

$1,706

 

 

$7,524,390

 

 

$30,000

 

 

$(7,211,689)

 

$344,407

 

Common shares issued for stock to be issued

 

 

60,000

 

 

 

6

 

 

 

29,994

 

 

 

(30,000)

 

 

-

 

 

 

-

 

Common shares issued for service - related party

 

 

540,000

 

 

 

54

 

 

 

113,946

 

 

 

-

 

 

 

-

 

 

 

114,000

 

Stock based compensation – options

 

 

 

 

 

 

-

 

 

 

158,151

 

 

 

-

 

 

 

-

 

 

 

158,151

 

Net loss

 

 

 

 

 

 

-

 

 

 

 

 

 

 

-

 

 

 

(1,148,865)

 

 

(1,148,865)

Balance, March 31, 2021

 

 

17,664,659

 

 

$1,766

 

 

$7,826,481

 

 

$-

 

 

$(8,360,554)

 

$(532,307)

 

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

 

 
4

Table of Contents

 

HAWKEYE SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Nine Months Ended

 

 

 

March 31,

 

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$(962,666)

 

$(3,850,713)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

-

 

 

 

737

 

PPP loan forgiveness

 

 

(17,139)

 

 

-

 

Write-down of inventory

 

 

-

 

 

 

486,495

 

Loss on settlement of debt

 

 

-

 

 

 

370,269

 

Amortization of debt discount

 

 

-

 

 

 

90,323

 

Stock based compensation – options and warrant

 

 

363,879

 

 

 

1,960,169

 

Common stock issed and warrants exercised for services

 

 

-

 

 

 

114,000

 

Change in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

-

 

 

 

(32,944)

Deposit

 

 

-

 

 

 

(1,000,000)

Inventory

 

 

-

 

 

 

(373,956)

Prepaid expense

 

 

(1,833)

 

 

(1,666)

Accounts payable and accrued liabilities

 

 

179,345

 

 

 

69,530

 

Common stock payable

 

 

-

 

 

 

3,000

 

Net cash used in operating activities

 

 

(438,414)

 

 

(2,164,756)

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Sales of common stock and warrants, net of issuance costs

 

 

-

 

 

 

20,000

 

Issuances of notes payable, net of financing costs

 

 

-

 

 

 

16,983

 

Net proceeds from notes payable - related party

 

 

-

 

 

 

1,000,000

 

Net proceeds from convertible note - related party

 

 

175,000

 

 

 

250,000

 

Proceeds from exercise of warrants

 

 

-

 

 

 

67,500

 

Net cash provided by financing activities

 

 

175,000

 

 

 

1,354,483

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(263,414)

 

 

(810,273)

Cash beginning of period

 

 

282,131

 

 

 

911,747

 

Cash end of period

 

$18,717

 

 

$101,474

 

 

 

 

 

 

 

 

 

 

Supplemental cash flow information

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Common stock issued on conversion of note payable

 

$-

 

 

$525,978

 

Common stock issued for settlement of debt

 

$30,000

 

 

$-

 

Common stock issued exchanged for common stock payable

 

$277,000

 

 

$-

 

Replacement of Inventory financing payable to convertible note

 

$500,000

 

 

$-

 

Reclassification from note payable related party to stock payable

 

$-

 

 

$200,000

 

Reclassification from common stock to be issued to common stock

 

$-

 

 

$109,500

 

Debt forgiveness

 

$-

 

 

$20,932

 

Stock option cashless exercised

 

$627

 

 

$0

 

 

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

 

 
5

Table of Contents

 

HAWKEYE SYSTEMS, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2022

 

Note 1 - Summary of Significant Accounting Policies

 

Business Overview

 

Hawkeye Systems, Inc. (“the Company”), a Nevada corporation incorporated on May 15, 2018, is a technology holding company evaluating strategic alternatives.

 

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, 2021, as filed with the SEC on October 13, 2021.

 

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.

 

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.

 

 
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Revenue recognition

 

Revenue is recorded in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). Revenue is recognized from product sales when goods are shipped, title and risk of loss have transferred to the purchaser, there are no significant vendor obligations, the fees are fixed or determinable, and collection is reasonably assured. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. The Company recognizes sales on a gross basis when it is considered the primary obligor in the transaction and on a net basis when it is considered to be acting as an agent. We record estimates for cash discounts, product returns, and other discounts in the period of the sale. This provision is recorded as a reduction from gross sales and the reserves are shown as a reduction of accounts receivable.

 

Cost of sales

 

Cost of sales includes inventory costs and shipping and freight expenses.

 

Basic and diluted earnings per share

 

Basic earnings per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company’s common stock, and convertible note payable. For the nine months ended March 31, 2022 and 2021, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-dilutive are as follows:

 

 

 

March 31,

 

 

March 31,

 

 

 

2022

 

 

2021

 

Warrants

 

 

2,493,996

 

 

 

7,306,829

 

Options

 

 

1,006,000

 

 

 

5,880,000

 

Convertible notes

 

 

35,750,000

 

 

 

2,000,000

 

Total possible dilutive shares

 

 

39,249,996

 

 

 

15,186,829

 

 

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, 2022 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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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, 2022, the Company had a net loss of $962,666. As of March 31, 2022, the Company had an accumulated deficit of $10,094,053. 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 - Convertible Notes Payable

 

Convertible notes - related party

 

On April 6, 2020, the Company issued convertible note payable of $250,000 with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. The original maturity date of the note was April 6, 2021. The note has been extended for 12 months under the same terms and the new maturity date is April 6, 2022. At the option of holder, this note is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25per share. In consideration for the loan of $250,000, the Borrower also granted to the Lender 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. The fair value of the options was $13,297 and was recognized as debt discount as a part of beneficial conversion feature in the year ended June 30, 2020. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $51,594, which is being amortized over the term of the note.

 

On December 15, 2020, the Company issued convertible note payable of $250,000 with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. The convertible note is due on December 15, 2021. At the option of holder, this note is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25 per share. In consideration for the loan of $250,000, the Borrower also granted to the Lender 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. The fair value of the options was $46,380 and was recognized as debt discount as a part of beneficial conversion feature in the year ended June 30, 2020. The Company recorded a discount on the convertible note due to a beneficial conversion feature of $117,760, which is being amortized over the term of the note.

 

During the nine months ended March 31, 2022, the Company issued convertible note payable of $605,000 with simple interest at 12%, and simple interest at 20% per annum thereafter, of which $500,000 was replaced from inventory financing payable. The convertible note is due on October 1, 2022. At the option of holder, this note is convertible at any into shares of common stock at a conversion price of $0.02 per share.

 

During the nine months ended March 31, 2022 and 2021, amortization of $0 and $77,948, respectively, was recognized as interest expense. As of March 31, 2022 and June 30, 2021, the balance of the notes payable is $1,175,000 and $500,000 less unamortized debt discount of $0 and $49,067, to net $1,175,000 and $450,933, respectively. Interest expense of $107,602 and $47,917, respectively, was recognized on the convertible notes during the nine months ended March 31, 2022 and 2021.

 

 
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In connection with the adoption of ASU 2020-06, we reclassified $169,354, previously allocated to the conversion feature, from additional paid-in capital to convertible notes on our balance sheet as of July 1, 2021. The reclassification was recorded to combine the two legacy units of account into a single instrument classified as a liability. We also recognized a cumulative effect adjustment of $120,287 to accumulated deficit on our balance sheet as of July 1, 2021, that was primarily driven by the derecognition of interest expense related to the accretion of the Debt Discount as required under the legacy accounting guidance. Under ASU 2020-06, we will no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option.

 

Note 4 - Common stock payable - related party

 

As of March 31, 2022 and June 30, 2021, the Company reported common stock payable of $200,000 and $477,000, which represents 800,000 and 1,908,000 shares to be issued, respectively.

 

Note 5 - Stockholders’ Equity

 

Common Stock

 

During the nine months ended March 31, 2022, the Company had the following common stock transactions:

 

 

·

300,000 shares issued valued at $30,000 for settlement of debt of $30,000.

 

 

 

 

·

1,108,000 shares issued valued at $277,000 for stock payable

 

 

 

 

·

6,275,000 shares issued for cashless exercise of 7,900,000 stock options

 

Stock Purchase Warrants

 

Transactions in stock purchase warrants for the nine months ended March 31, 2022 are as follows:

 

 

 

Number of

 

 

Weighted Average

 

 

 

 Warrants

 

 

 Exercise Price

 

Balance at June 30, 2021

 

 

3,069,329

 

 

 

2.27

 

Granted

 

 

-

 

 

 

-

 

Exercised – shares issued

 

 

-

 

 

 

-

 

Expired

 

 

(575,333)

 

 

0.94

 

Balance at March 31, 2022

 

 

2,493,996

 

 

$2.03

 

 

The composition of the Company’s warrants outstanding at March 31, 2022 are as follows:

 

Exercise Price

 

 

Number of Warrants

 

 

Weighted Average Remaining Life (in years)

 

$0.20

 

 

 

100,000

 

 

 

0.68

 

$0.30

 

 

 

349,998

 

 

 

2.08

 

$0.50

 

 

 

666,666

 

 

 

2.08

 

$1.00

 

 

 

708,666

 

 

 

2.08

 

$2.00

 

 

 

668,666

 

 

 

2.08

 

 

 

 

 

 

2,493,996

 

 

 

2.03

 

 

At March 31, 2022, the intrinsic value of the 2,493,996 outstanding warrant was $0.

 

 
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Stock Options

 

Transactions in stock options for the nine months ended March 31, 2022 are as follows:

 

 

 

 

 

 

 

 

 

Weighted average

 

 

 

Number of

 

 

Weighted average

 

 

 remaining life

 

 

 

options

 

 

exercise price

 

 

(in years)

 

Outstanding, June 30, 2021

 

 

7,280,000

 

 

 

0.23

 

 

 

3.76

 

Granted

 

 

1,876,000

 

 

 

0.20

 

 

 

5.00

 

Cancelled

 

 

(250,000)

 

 

0.50

 

 

 

2.08

 

Exercised

 

 

(7,900,000)

 

 

0.18

 

 

 

3.81

 

Outstanding, March 31, 2022

 

 

1,006,000

 

 

 

0.41

 

 

 

3.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercisable, March 31, 2022

 

 

859,600

 

 

$0.41

 

 

 

2.84

 

 

During the nine months ended March 31, 2022, the Company granted 1,876,000 options with a weighted exercise price of $0.20 valued at $132,210.

 

The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions:

 

During the nine months ended March 31, 2022, $363,879 was expensed, of which $284,968 was to related parties, and as of March 31, 2022, $10,317 remains unamortized.

 

At March 31, 2022, the intrinsic value of the 1,006,000 outstanding options was $0.

 

Note 6 - Commitments and Contingencies

 

On August 1, 2019, the Company entered into an agreement with Stratcon Advisory and Tysadco Partners. Pursuant to the agreement, the Company will pay $6,000 per month for twelve months for corporate development, investment advisory, and investor relations services, payable $3,000 in restricted common stock and $3,000 in cash. During the nine months ended March 31, 2022, the Company issued 300,000 shares of common stock at $0.10 per share to settle accounts payable of $30,000. As of March 31, 2022 and June 30, 2021, the Company had a balance of $0 and $30,000 in accounts payable, respectively.

 

On June 11, 2020, the Company formalized an employment agreement with its chief executive officer which provides for annual salary of $250,000 beginning with the calendar year 2020. The agreement also specified that the CEO would receive $180,000 of salary that was earned during the calendar year 2019. During the nine months ended March 31, 2022, compensation expense of $135,417 was recognized under this agreement. The agreement contained provisions for severance, health benefits, and a car allowance.

 

Note 7 - Subsequent Events

 

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.

 

 
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the nine months ended March 31, 2022.

 

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 Annual 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 Annual Report.

 

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 operation.

 

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

 

Three Months Ended March 31, 2022 compared to three months ended March 31, 2021

 

We had operating revenues of $0 and $2,174,596, respectively, for the three months ended March 31, 2022 and 2021. Cost of sales was $0 and $2,264,880 resulting in gross profit (loss) of $0 and ($90,284), respectively, for the three months ended March 31, 2022 and 2021.

 

Total operating expenses in the three months ended March 31, 2022 were $167,249 compared to $995,381 for the same period in 2021. The decrease in operating expenses is primarily a result of decreased management compensation and write-down of inventory. The Company’s net loss was $193,909 for the three months ended March 31, 2022 compared to $1,148,865 for the three months ended March 31, 2021. The net loss for this period is primarily a result of operating expenses, and interest expense.

 

Nine months Ended March 31, 2022 compared to nine months ended March 31, 2021

 

We had operating revenues of $0 and $2,556,942, respectively, for the nine months ended March 31, 2022 and 2021. Cost of sales was $0 and $2,585,259 resulting in gross profit (loss) of $0 and ($28,317), respectively, for the nine months ended March 31, 2022 and 2021.

 

Total operating expenses in the nine months ended March 31, 2022 were $872,118 compared to $1,747,983 for the same period in 2021. The decrease in operating expenses is primarily a result of decreased professional fees - related party and write-down of inventory. The Company’s net loss was $962,666 for the nine months ended March 31, 2022 compared to $3,850,713 for the nine months ended March 31, 2021. 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, 2022 was $18,717 compared to $282,131 at June 30, 2021. We do not believe these cash reserves are sufficient to cover our expenses for our operations for fiscal year ending June 30, 2022. 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 this offering or through the exercise of warrants. If we cannot raise any additional financing prior to the expiration of the first quarter of 2023, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.

 

We are an emerging growth company and have limited revenue 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 complete 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 term. We have no guarantees or firm commitments that the related party advances will continue in the near term.

 

Existing working capital, further advances, together with anticipated capital raises and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through proceeds from the sale of our common stock, warrant exercises and convertible loans.

 

Management anticipates additional increases in operating expenses relating to: (i) developmental expenses; and (ii) marketing expenses. 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 take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

Material Commitments

 

As of the date of this Current Report, we do not have any material commitments.

 

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 Current Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

 
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Going Concern

 

As reflected in the accompanying financial statements, the Company had an accumulated deficit of $10,094,053 at March 31, 2022 and net loss from operations of $872,118.

 

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 generated limited revenues 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 such time that funds provided by operations are sufficient to fund working capital requirements.

 

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. 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. s. 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 Acting 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)) , as of March 31, 2022. 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 assessed daily interaction, self-assessment and other on going 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, 2022, our disclosure controls and our internal controls over financial reporting were not effective in recording, processing, summarizing and report on a time 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 a sole officer and director 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 have recently 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, 2022 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

 

On November 13, 2019, 5W Public Relations LLC filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. Hawkeye vigorously disputes the allegations in the complaint as 5W Public Relations provided virtually no services to Hawkeye during the term of this arrangement but was paid a substantial amount of funds. Hawkeye has engaged counsel to defend the litigation and also assert counterclaims for failure of consideration, fraud in the inducement, general fraud and other causes of action. Hawkeye anticipates that this litigation if pursued will be resolved favorably for the Company.

 

We are not aware of any other 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 other 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, other than those disclosed above, 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 17, 2022

By:

/s/ Corby Marshall

 

 

 

Corby Marshall, Chief Executive Officer

 

 

 

Principal Executive Officer

 

 

 

 

 

Date: May 17, 2022

By:

/s/ Christopher Mulgrew

 

 

 

Christopher Mulgrew, Chief Financial Officer

 

 

 

Principal Financial Officer

 

 

 
17

 



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