HWKE 10-K & 10-Q changes, risk factors and insider trading

Careful consideration should be given to the following risk factors, together with all other information set forth in this Annual Report on Form 10-K, including our 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 Digital, Inc. (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 “Cautionary Statement Regarding Forward-Looking Statements and Information” in this Annual Report on Form 10-K.

Risks Related to Our Business

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

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.

We have generated limited revenue from our merchant banking and corporate advisory strategy, and we may not generate meaningful revenue in the future.

We generated no revenue during fiscal year 2026, and our financial statements included in this Annual Report on Form 10-K reflect no revenue for that year or the prior year. Subsequent to fiscal year 2026, we generated revenue for advisory services performed during July and August 2026, totaling approximately $600,000 in cash and equity, subject to a non-binding letter of intent. None of the revenue is reflected in the financial statements included in this Annual Report on Form 10-K. Our revenue to date is not indicative of the revenue we may generate in future periods, is concentrated in a small number of engagements, and may not recur. We are still building out our advisory business, which requires us to assemble a team, develop a pipeline of engagements and, in some cases, obtain licenses or registrations that we do not currently hold. If we are unable to execute this strategy, we would have no meaningful operating business and would remain dependent on financings from our controlling stockholder and other investors.

Our advisory revenue, if any, may be concentrated, transaction-dependent and difficult to predict.

Our advisory engagements may involve discrete projects rather than long-term contracts, and the amount and timing of revenue may vary based on the services performed, contractual terms and timing of client initiatives. A small number of engagements is likely to account for a substantial portion of any revenue we generate. An engagement may be terminated or postponed at any time, and we may incur substantial expenses before completion of the services contemplated by the engagement. As a result, our results of operations may vary significantly between periods and period-to-period comparisons may not be meaningful.

Adverse conditions in the capital markets would reduce demand for our services.

Demand for merchant banking and corporate advisory services depends on the volume of capital markets and merger and acquisition activity, which is sensitive to interest rates, credit availability, equity valuations and general economic conditions. A sustained downturn in transaction activity, or in the digital asset markets in particular, would reduce the number of engagements available to us and the fees we could earn.

Our anticipated concentration on businesses in the digital assets and other frontier verticals may cause demand for any future advisory services to increase or decrease sharply and without warning.

We intend to conduct merchant banking services in crypto and other frontier verticals in financial services and technology. Transaction volumes in these sectors have historically been far more volatile than in the broader capital markets, and they respond quickly to changes in digital asset prices, enforcement activity, custody and banking access, and legislative and rulemaking developments. Because we intend to concentrate on a narrow set of sectors rather than to diversify across industries, a decline in activity in those sectors would reduce the number and size of engagements available to us more severely than it would for a diversified advisory firm, and a sudden increase in activity could require capital, personnel, and compliance capabilities that we do not currently have and may be unable to obtain in time. Either outcome could cause our results of operations to differ materially from period to period and from our expectations.

We may make principal investments and would bear the risk of loss on them.

Our strategy contemplates acquiring controlling and non-controlling interests in operating businesses. Investments of this kind are illiquid, may not generate current income, may require additional capital to protect our position, and may result in the loss of our entire investment. We may be unable to sell an investment at the time or on the terms we consider desirable, and we would be exposed to concentration risk because we expect to hold a small number of investments relative to a diversified portfolio.

We would be exposed to credit and counterparty risk.

To the extent we advance funds to, extend credit to, or take contractual exposure to portfolio companies, advisory clients or transaction counterparties, we would bear the risk that those parties fail to perform. We do not currently maintain formal credit policies or an allowance methodology appropriate to a business of this kind, and we may incur losses before such controls are established.

Our business depends on a small number of individuals whose services are not secured by employment agreements.

Our strategy depends on the reputations, relationships and experience of our executive officers and directors. The loss of any of these individuals, or a change in the arrangements under which they provide services, would materially impair our ability to source and execute transactions.

Our officers and directors are engaged in other businesses that compete for their time and for the transactions we intend to pursue, and the resulting conflicts of interest could reduce demand for our services.

Our executive officers and directors devote only a portion of their time to us and hold positions at other enterprises, including American Capital Partners, Inc., of which our Chairman is Co-Founder and Chief Executive Officer, one of our directors is Co-Founder and President and our Chief Financial Officer serves as Chief Financial Officer, and Wachsman LLC, of which our President is Founder and Chief Executive Officer. Those enterprises operate in advisory, communications, and corporate development businesses that overlap with the strategy we have announced. We have not adopted a written policy allocating corporate opportunities among us and these affiliates, and we do not maintain standing Board committees composed of independent directors to review conflicts. As a result, an investment or advisory opportunity that would be attractive to us may be directed elsewhere, and prospective clients and counterparties may decline to engage us, or may demand more favorable terms, because of these relationships. Our Chairman has advised us that he resigned as Chief Executive Officer of American Capital Partners, Inc. effective August 31, 2026. His resignation does not eliminate the overlap described above because one of our directors and our Chief Financial Officer would continue to hold positions there.

We will have a limited ability to evaluate the management of any businesses we may acquire in the future.

Although we intend to scrutinize the management of a prospective target business before effecting an acquisition, we cannot assure you that our assessment of the target’s management will prove to be correct, especially considering the possible inexperience of our officers and directors in evaluating certain types of businesses. In addition, we cannot assure you that the target’s future management will have the necessary skills, qualifications, or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business cannot presently be stated with any certainty. While it is possible that one or more of our officers and directors will remain associated in some capacity with us following an acquisition, it is unlikely that any of them will devote their full efforts to our affairs after an acquisition. Moreover, we cannot assure you that our officers and directors will have significant experience or knowledge relating to the operations of the target business.

We may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you, however, that we will be able to recruit additional managers who have the requisite skills, knowledge, or experience necessary to enhance the incumbent management. Separately from the management of any target business, we have begun recruiting personnel to build our own merchant banking and advisory capability, as described in Item 1 under “Our Team and Human Capital.” Our ability to evaluate and integrate a target’s management will depend in part on the experience of the team we are able to assemble.

Our controlling stockholder can determine the outcome of all matters submitted to stockholders.

HH holds approximately 91% of our outstanding common stock and can act by written consent without a meeting. Holders of our remaining shares will have no practical ability to influence the election of directors, the approval of charter amendments, the authorization of additional shares or the approval of an acquisition, and will not be able to prevent transactions that may not be in their interests.

We may require additional capital to execute our business strategy, which may not be available on acceptable terms.

We have generated limited revenue since we ceased operations of our PPE business in July 2021. As of June 30, 2026, we had cash of $2,105,343 and an accumulated deficit of $13,783,424. We generated no revenue in the fiscal years ended June 30, 2026 and 2025. Our advisory revenue to date has been earned under a single engagement entered into after June 30, 2026, will be recorded in fiscal year 2027, and is not indicative of future results. As of the date of this Annual Report on Form 10-K we have entered into one advisory engagement and will record revenue in fiscal year 2027. We cannot predict the number of engagements we will secure, the fees we will earn, or whether any engagement will recur.

While we believe our existing cash is sufficient to fund our obligations as they become due for at least the next twelve months, the strategy we have announced — including the potential acquisition of a registered broker-dealer, the recruitment of investment and advisory personnel, and any further investment in Rift — will require capital substantially in excess of our current resources. We have no commitments for additional financing, no lines of credit and no other bank financing arrangements.

If we are unable to raise additional capital on acceptable terms, we will be required to delay, reduce the scope of, or abandon some or all of our planned initiatives, and our business, prospects and results of operations would be materially and adversely affected. Any additional equity financing would be dilutive to our existing stockholders, and any debt financing may contain terms that restrict our operations.

We have a history of recurring losses and generated no revenue in either period presented, and substantial doubt about our ability to continue as a going concern was disclosed in prior periods.

As reflected in the accompanying financial statements, we had an accumulated deficit of $13,783,424 as of June 30, 2026, and a loss from operations of $667,659 and a net loss of $572,893 for the fiscal year ended June 30, 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. In prior periods, these factors raised substantial doubt about our ability to continue as a going concern. Following the transactions completed during the fourth quarter of fiscal year 2026 described in Note 4, Liquidity, to our financial statements, management has concluded that those conditions have been resolved and that no substantial doubt exists as of the date of this Annual Report on Form 10-K.

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 an acquisition with a target business. We believe our current available cash is sufficient to meet our obligations as they become due for at least the next twelve months, but is not sufficient to execute our business strategy at the scale we contemplate. There can be no assurance that financing will be available in amounts or terms acceptable to us, if at all.

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

We are a company with an extremely limited operating history and have not generated any revenue during the fiscal years ended June 30, 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.

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.

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.

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.

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

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.

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 two officers handling all financial transactions, (ii) lack of appropriate operational controls and consistency in providing our accounting personnel with financial information, (iii) incomplete financial statements on a daily basis and resulting errors in our underlying accounting system, (iv) lack of proper documentation of our assessment and evaluation, and (v) our determination that internal controls were ineffective due to the limited segregation of duties because of the limited management structure.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. 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.

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.

We have not filed federal or state income tax returns since the tax year ended June 30, 2022, which exposes us to penalties and interest and leaves those tax years open indefinitely.

In connection with the change in control, current management determined that our federal and state income tax returns have not been filed for the tax year ended June 30, 2023 or for any subsequent tax year. We are working to prepare and file the delinquent returns as promptly as practicable. Failure to file a return when due can result in penalties and interest, and the statute of limitations on assessment does not begin to run until a return is filed, so the affected tax years remain open to examination indefinitely. We have not recorded a liability for penalties or interest because the amount, if any, cannot be reasonably estimated at this time, and any such amount could exceed our estimate. The absence of filed returns also means that the net operating loss carryforwards reported in this Annual Report on Form 10-K are management estimates that have not been reported on a filed return and are subject to change.

Our recent change in control may limit our ability to use net operating loss carryforwards to offset future taxable income.

The change in control that occurred during the fourth quarter of fiscal year 2026 constituted an ownership change within the meaning of Section 382 of the Internal Revenue Code, which limits the amount of our pre-change net operating loss carryforwards that may be used to offset future taxable income. We have not completed the analysis required to determine the amount of that limitation, and we expect that a substantial portion of our pre-change carryforwards will not be available to us. Our gain on the settlement of the Eagle debt and the conversion of the Convertible Note may also give rise to cancellation of indebtedness income subject to the attribute reduction rules of Section 108(b), which would further reduce our carryforwards. See Note 12, Income taxes, to our financial statements.

Our outstanding common stock is substantially controlled by our management.

HH beneficially owns approximately 90.97% of our outstanding common stock, following the conversion in full of the Convertible Note on June 1, 2026 and the cashless exercise in full of the HH Warrant on June 11, 2026. Martin 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 has and will continue to have control over our management and affairs, over the appointment of directors, and over all matters requiring stockholder approval, including significant corporate transactions, and is able to approve corporate actions by written consent without the vote of any other stockholder. 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.

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.

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.

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 in Securities 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, for a limited period of time, and without a waiver, 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. 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.

The Company or its officers, directors and control persons may face regulatory scrutiny, approval requirements or other conditions in connection with any acquisition of, or application to form, a registered broker-dealer. Any such scrutiny could delay the approval process, result in conditions or heightened supervisory requirements, restrict the roles of certain persons or result in denial. There can be no assurance that FINRA or other regulators will approve any applicable membership or change-in-control application, or that any conditions imposed would not materially limit the broker-dealer’s operations.

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.

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.

We may fail to manage future growth effectively.

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:

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.

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.

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.

You will be unable to ascertain the merits or risks of any particular future acquisition.

We have incurred recurring losses and generated no operating revenue during either fiscal year 2026 or fiscal year 2025. During the fourth quarter of fiscal year 2026, we settled or converted all of our outstanding indebtedness and received $2,218,786 in cash proceeds from the sale of the HH Warrant. As of June 30, 2026, we had cash of $2,105,343, total liabilities of $272,782 consisting of accounts payable and accrued liabilities, and total stockholders’ equity of $1,991,388, compared with cash of $502, total liabilities of $3,135,271 and a total stockholders’ deficit of $3,077,354 as of June 30, 2025.

Our improved balance-sheet liquidity resulted from the warrant financing and the settlement or conversion of indebtedness. It does not demonstrate that our merchant-banking and investment strategy is self-funding. We generated no operating revenue during fiscal year 2026, used $330,630 of cash in operating activities and reported a net loss of $572,893. We expect that we will require additional capital to further execute our business strategy at the scale we contemplate, and we expect to raise that capital through the sale of equity or debt securities. That expectation relates to the growth of our business and not to our ability to fund our obligations as they become due over the next twelve months.

Results of Operations – Fiscal Years Ended June 30, 2026 and 2025 Revenue We had no operating revenue for the fiscal years ended June 30, 2026 and 2025. The post-year-end advisory engagement discussed above did not affect fiscal year 2026 results.

Operating Expenses

Total operating expenses increased $396,990, or 146.7%, to $667,659 for fiscal year 2026 from $270,669 for fiscal year 2025. Professional fees increased $350,957, or 185.3%, to $540,330 from $189,373 and included $144,000 of share-based payments in fiscal year 2026 compared with none in fiscal year 2025. This increase represented approximately 88.4% of the total increase in operating expenses. Research and development expense was $38,815 in fiscal year 2026 compared with none in fiscal year 2025. General and administrative expense increased $7,218, or 9.3%, to $85,014 from $77,796. Sales and marketing expense was $3,500 in fiscal year 2026 was offset by the absence of the $3,500 of management compensation recognized in fiscal year 2025.

The increase in professional fees was the principal driver of the higher operating loss. The nature of the $206,957 increase in professional fees excluding the $144,000 share-based payment, including the amounts attributable to legal, accounting, valuation, consulting and transaction-related services, were primarily related to legal and advisory services to develop and begin implementation of our strategic business plan. We do not expect the expenses related to our business planning to recur, however, there are ongoing legal and advisory expenses related to our securities counsel, audit and consulting fees that will recur on an annual basis.

Loss from operations increased $396,990 to $667,659 for fiscal year 2026 from $270,669 for fiscal year 2025 because we had no operating revenue in either year and operating expenses increased as described above.

Other Income and Expense

Other income, net, was $94,766 in fiscal year 2026, compared with other expense, net, of $252,658 in fiscal year 2025, an improvement of $347,424. Fiscal year 2026 included a $375,751 gain on settlement of debt, a $3,022 gain on the partial sale of our investment in Rift Cyber LLC and $5,067 of interest income, partially offset by $206,540 of related-party interest expense and $82,534 of accretion of the discount on the Convertible Note. Fiscal year 2025 other expense consisted principally of $252,658 of related-party interest expense.

The $375,751 debt-settlement gain materially reduced the fiscal year 2026 net loss and should not be viewed as operating revenue. Management has concluded that the debt-settlement gain and the related transactions are not expected to recur.

Change in Control and Its Effect on Our Financial Statements HH obtained a beneficial controlling interest on April 1, 2026, and HH obtained a controlling financial interest on June 1, 2026. Following the exercise of the stock purchase warrant on June 11, 2026, HH held approximately 91% of our outstanding common stock as of June 30, 2026. The change in control did not result in a new basis of accounting in our financial statements because we did not elect to apply pushdown accounting under ASC 805-50-25-4 through 25-8. As a result, our assets and liabilities continue to be carried at their historical amounts, no goodwill or other new basis was recognized, and our accumulated deficit was not reset. Fiscal year 2026 is presented as a single continuous period rather than as separate predecessor and successor periods. See Note 2, Summary of significant accounting policies, to the financial statements.

The change in control constituted an ownership change under Section 382 of the Internal Revenue Code, which limits the amount of our pre-change net operating loss carryforwards that may be used to offset future taxable income. We expect that a substantial portion of those carryforwards will not be available to us. Because we maintain a full valuation allowance against our deferred tax assets, this limitation did not affect our reported results. See Note 12, Income taxes, to the financial statements.

The issuance of 255,017,296 shares of common stock during June 2026 substantially increased our outstanding share count, from 8,706,772 as of June 30, 2025 to 266,052,926 as of June 30, 2026. Because those shares were issued in the final month of the fiscal year, weighted average shares outstanding for the year were 24,992,743 and loss per share was $(0.02). Our loss per share for future periods will be computed on a substantially larger share base.

As of June 30, 2026, we had cash of $2,105,343, total liabilities of $272,782 consisting of accounts payable and accrued liabilities, and total stockholders’ equity of $1,991,388. We had no outstanding indebtedness at that date. We believe our existing cash is sufficient to fund our operating requirements and to satisfy our obligations as they become due for at least the next twelve months. We expect that we will require additional funding in order to execute our business strategy at the scale we contemplate, including any acquisition of a registered broker-dealer, the recruitment of investment and advisory personnel, and any further investment in Rift.

During the fiscal years ended June 30, 2026, and 2025, we received funding from a related party totaling $125,831, and $225,272, respectively. Of the fiscal year 2026 amount, $98,368 was advanced under a promissory note issued to a related party and $27,463 was recorded in accounts payable and accrued liabilities – related party rather than as an advance under that note. Of the $125,831 of advances received during fiscal 2026, $47,463 was received in cash and $78,368 represented expenses and payables paid directly by the related party on our behalf. Prepaid expenses increased to $119,027 as of June 30, 2026 from $2,600 as of June 30, 2025, primarily as a result of the timing on insurance binding and certain payments made to retain professionals for services. We expect these amounts to be consumed within the next fiscal year.

On June 3, 2026, we received proceeds of $2,218,786 from the sale to HH of the HH Warrant, a Common Stock Purchase Warrant covering 221,878,595 shares of common stock. On June 11, 2026, HH exercised the HH Warrant in full on a cashless basis and was issued 218,952,662 shares of common stock. The $2,218,786 received on June 3, 2026 represents the purchase price of the HH Warrant itself; because the HH Warrant was exercised on a cashless basis, no additional cash proceeds were received upon exercise and no further shares are issuable under the HH Warrant. The shares issued on exercise were substantially dilutive to our other stockholders, and following the exercise HH held approximately 91% of our outstanding common stock.

On July 20, 2026, in connection with our Advisory Agreement with ThinkEquity LLC, we issued warrants to ThinkEquity and certain designees covering an aggregate of 14,000,000 shares of our common stock. The warrants have an exercise price of $0.01 per share, permit cashless exercise and expire on December 31, 2026. We received aggregate subscription proceeds of $140,000 upon issuance of the warrants. As of September 8, 2026, none of the warrants had been exercised, no shares had been issued upon exercise, and warrants covering all 14,000,000 underlying shares remained outstanding.

As of June 30, 2026, we had cash of $2,105,343, no outstanding indebtedness and total liabilities of $272,782, consisting of accounts payable and accrued liabilities. We currently estimate that our baseline public-company and corporate overhead is approximately $125,000 per quarter. This estimate includes the costs of maintaining our corporate existence, complying with our reporting obligations under the Securities Exchange Act of 1934 and supporting our existing administrative infrastructure. Based on our current cash balance, we expect to have sufficient liquidity to fund these baseline requirements and satisfy our existing obligations for at least the next twelve months.

The approximately $125,000 quarterly estimate does not include the full amount of capital that may be required to develop and operate our merchant-banking and investment business. Implementation of this strategy may require additional funds for the recruitment and compensation of investment and advisory personnel, legal and regulatory compliance, technology and other operating infrastructure, transaction sourcing and due diligence, the possible acquisition of or affiliation with a registered broker-dealer, additional investments in Rift Cyber LLC and investments in other portfolio companies or transactions. The amount and timing of these expenditures will depend on the opportunities we pursue, the structure of individual transactions, applicable regulatory requirements and the pace at which we build the business.

Our existing cash may be sufficient to fund our baseline public-company and corporate overhead for at least the next twelve months, but it may not be sufficient to implement our merchant-banking and investment strategy at the scale or within the timeframe we contemplate. We expect to fund strategic activities through a combination of existing cash, revenue from advisory engagements and, as necessary, additional debt or equity financing or other strategic capital. We have not finalized the amount or timing of the capital required to implement the strategy. Additional financing may not be available when needed or may be available only on terms that are dilutive or otherwise unfavorable to our stockholders. Our ability to pursue particular investments or transactions may therefore depend on our ability to obtain additional capital.

As of June 30, 2026, we had cash of $2,105,343, no outstanding indebtedness, and total liabilities of $272,782 consisting solely of ordinary-course accounts payable and accrued liabilities. Under a limited operations scenario in which we maintain our corporate existence and satisfy our reporting obligations under the Securities Exchange Act of 1934, we estimate that we require approximately $125,000 per quarter. We believe our existing cash is sufficient to fund those requirements for at least the next twelve months following the date of this Annual Report on Form 10-K. We have no debt maturities, no financial covenants and no capital commitments during that period.

Executing the business strategy described above at the scale we contemplate — including beginning research and development for our private equity and merchant banking activities, exploring the acquisition of a FINRA-registered financial services firm, recruiting and retaining personnel, and evaluating a possible working capital infusion into Rift — will require capital in excess of our existing resources. Those initiatives are discretionary and within management’s control to defer, and we are not obligated to pursue any of them. We expect that any additional working capital requirements would be funded through offerings of equity or convertible debt securities or through the exercise of outstanding warrants. We have no lines of credit or other bank financing arrangements, and we have no commitment from any party to provide additional financing.

Historically, and through the third quarter of fiscal year 2026, our operations were funded principally by advances from Mr. Hall under a related party promissory note. That indebtedness was purchased, exchanged and converted into common stock during the fourth quarter of fiscal 2026 as described in Note 7, Debt, to the financial statements, and no related party advance arrangement remains in place. We have no guarantee that related party funding would be available in the future, and we do not expect to rely on it.

Recent Developments

Subsequent to June 30, 2026, we entered into an advisory engagement. No revenue from the engagement was recognized in fiscal year 2026. The amount of consideration, the applicable performance obligations, the effect of any closing conditions and the timing of the revenue recognition remain subject to confirmation under the executed agreement. We expect to recognize approximately $600,000 of advisory fee revenue in cash and equity, subject to a non-binding letter of intent. See Note 14, Subsequent events, to the financial statements.

On September 1, 2026, we issued at-will offer letters to four individuals. Salaries begin to accrue on that date at a stated aggregate annual rate of $900,000, while cash payment is deferred until completion of the Company’s current fundraising. Because the offer letters were entered into after June 30, 2026, no compensation expense or related liability was recognized in the fiscal year 2026 financial statements.

Our contingent obligation under the HIE Membership Agreement was extinguished on April 1, 2026 in connection with the Eagle settlement. As of June 30, 2026 and the issuance date of these financial statements, we had no material contractual commitments, debt obligations, or loss contingencies. We were not a party to any material pending legal proceeding and are not aware of any material threatened litigation.

Liquidity Outlook

In prior periods, including as of and for the year ended June 30, 2025, we disclosed that recurring losses, an accumulated deficit, a total stockholders’ deficit and outstanding indebtedness raised substantial doubt about our ability to continue as a going concern. During the fourth quarter of fiscal year 2026, we settled the Eagle Debt, exchanged and converted the indebtedness formerly owed to Mr. Hall, and sold the HH Warrant for cash proceeds of $2,218,786. As a result, we had no outstanding indebtedness as of June 30, 2026, total liabilities of $272,782 consisting solely of ordinary-course accounts payable and accrued liabilities, cash of $2,105,343, and total stockholders’ equity of $1,991,388.

Management has evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date the financial statements included in this Annual Report on Form 10-K are issued. In connection with that evaluation, management prepared a cash flow projection extending beyond one year after that date, reflecting our known and committed cash requirements. Under that projection, and under a downside scenario in which costs are increased by 30% with no cost reductions assumed, our existing cash is projected to be sufficient to fund our obligations as they become due throughout the evaluation period. We have no debt maturities, no financial covenants and no capital commitments during that period, and our planned strategic initiatives are discretionary and within management’s control to defer.

Accordingly, management has concluded that the conditions that previously raised substantial doubt have been resolved and that no substantial doubt exists as of the date of this Annual Report on Form 10-K. We nevertheless expect to require additional capital to execute our business strategy at the scale we contemplate, as described above under "Liquidity and Capital Resources." See Note 4, Liquidity, to the financial statements.

Our accounting and reporting policies comply with US GAAP. The preparation of financial statements in compliance with US GAAP requires us to make estimates and assumptions that could materially affect amounts reported in our financial statements. Critical accounting policies are those policies that we believe to be the most important to the portrayal of our financial condition and results of operations and that require us to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by us to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical, including whether the estimates are significant to the financial statements taken as a whole, the nature of the estimates, the ability to readily validate the estimates with other information (e.g., third-party or independent sources), the sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be used under US GAAP.

Each of the estimates described below depends on the value of our common stock, which is quoted on the OTCID marketplace in a thin market. The fair value hierarchy classification of each measurement, when applicable, is described in the referenced note. We are generally unable to validate these estimates against third-party or independent sources. For a full description of our significant accounting policies, see Note 2, Summary of significant accounting policies, to our financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.

Fair Value of Equity Instruments Issued

During the year we issued common stock to settle obligations and to compensate a service provider, and we sold a warrant to purchase 221,878,595 shares to our controlling stockholder. Measuring these transactions requires us to estimate the fair value of the instruments issued and to identify the measurement date, which in several instances is the date the obligation to issue the shares arose rather than the date the shares were delivered. Our share price ranged from $0.045 to over $1.00 during the fourth quarter, so the choice of measurement date can change a measurement by an order of magnitude.

Where shares are issued to a related party, the difference between the fair value of the shares and the carrying amount of the obligation settled is recorded in additional paid-in capital rather than in our statement of operations, so these estimates generally affect the composition of our disclosure rather than our reported net loss. The most significant instance was the issuance of 228,858 shares to Mr. Hall on May 7, 2026 to settle a $27,463 payable. Because Mr. Hall is a related party acting in his capacity as a shareholder, the shares were recorded at the $27,463 carrying amount of the liability settled and the difference between that amount and the fair value of the shares was recorded in additional paid-in capital as a capital transaction rather than in our statement of operations. See Note 5, Loan payable due to Eagle, JV partner, Note 6, Equity method investment, and Note 9, Stockholders’ equity, to our financial statements.

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.

Risks Related to Our Business

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

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.

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

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.

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.

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

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

Our outstanding common stock is substantially controlled by our management.

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.

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.

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.

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 in Securities 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.

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.

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.

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.

We may fail to manage future growth effectively.

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:

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

We are and may become subject to laws and regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete future business combinations, and results of operations.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our future business combinations.

If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including:

In addition, we may have imposed upon us burdensome requirements, including:

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

Risks Relating to Ownership of our Common Stock

Terms of subsequent financings may adversely impact your investment.

We may have to engage in common equity, debt, or preferred stock financing in the future. Stockholders’ rights and the value of any investment in our securities could be reduced. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to those investors than to the holders of common shares. In addition, if we need to raise more equity capital from the sale of common shares, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment. Shares of common stock which we sell could be sold into any market which develops, which could adversely affect the market price and could result in dilution to existing shareholders.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plans and warrants, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned growth and costs associated with operating a public company. To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner that we may determine from time to time. If we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our common stock.

The issuance of the shares of common stock underlying the options and warrants will have a dilutive effect on the percentage ownership held by holders of our common stock.

If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of our company, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our common stock could decline.

The obligations associated with being a public company will require significant resources and management attention, which may divert from our business operations.

We are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we establish and maintain effective internal controls and procedures for financial reporting. As a result, we will incur significant legal, accounting, and other expenses.

Our failure to meet the requirements for quotation on the OTCID Basic Market or any other future market on which our common stock is quoted or listed could result in a removal or delisting of our common stock.

Our shares of common stock are quoted for trading on the OTCID Basic Market under the symbol “HWKE.” If we fail to satisfy the requirements of the OTCID Basic Market or any future market on which our shares of common stock are quoted or listed, the applicable quotation service or exchange may take steps to remove or delist our common stock. Such a removal or delisting or even notification of failure to comply with such requirements would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. On April 28, 2026, we were notified by OTC Markets Group, Inc. (the “OTC Markets Group”) that, in connection with our recent change in control, we would be moved from the OTCQB Venture Market to the OTC Pink Limited Market. We were subsequently approved and began trading on the OTCID Basic Market effective on May 8, 2026.

In the event of a removal or delisting, we would take actions to restore our compliance with applicable quotation of listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock become quoted or listed again, stabilize the market price or improve the liquidity of our common stock, or prevent future non-compliance with applicable quotation or listing requirements.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act, establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements for the year ended June 30, 2025, included in our 2025 Annual Report. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and related financing, include forward-looking statements that involve risks, uncertainties, and assumptions. These statements are based on our beliefs and expectations about future outcomes and are subject to risks and uncertainties that could cause our actual results to differ materially from anticipated results. Except as required by law, we undertake no obligation to publicly update these forward-looking statements, whether as a result of new information, future events, or otherwise. You should read "Disclosure Regarding Forward-Looking Statements" sections of this Quarterly Report on Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

From inception until July 2021, we focused on selling personal protective equipment (“PPE”). We underwent a change in control on April 1, 2026, after which we intend to become a leading private equity and corporate advisory firm, conducting merchant banking services in digital assets and other frontier verticals in finance and technology.

In connection with a realignment in our business strategy, we intend to raise capital to invest in and potentially acquire controlling interests in companies that fit our investment criteria.

On April 1, 2025, our 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 between 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.

As part of the change in control, on March 31, 2026, our Board of Directors (the “Board”) 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. We 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.