Hawkeye Systems Pivots to Cybersecurity, Sheds PPE & CNTNR Debt

TL;DR

**HWKE is a speculative bet on a cybersecurity pivot, but its track record of failed ventures and reliance on shareholder debt makes it a high-risk play.**

AI Summary

Hawkeye Systems, Inc. (HWKE) reported a strategic pivot for the year ended June 30, 2025, shifting from pandemic management products to pursuing opportunities in diversified industries, with a specific focus on cybersecurity. This shift is evidenced by the formation of Rift Cyber LLC on March 21, 2025, in which HWKE holds a 25% membership interest. The company's previous PPE operations ceased in July 2021, and its investment in HIE, LLC, a PPE venture, had a balance of $0 as of June 30, 2025, with a loan payable of $442,251 to Eagle Equities LLC remaining unchanged since 2021. HWKE also engaged in a significant lending activity with CNTNR USA, Inc., providing a $1,000,000 promissory note at 12% annual interest, which matured on September 30, 2023. This CNTNR debt, totaling $1,753,247.34 including interest, was subsequently assigned to Steve Hall on April 1, 2024, as part of a Debt Consolidation Agreement where Hall had provided $1,560,000 in loans to HWKE. The company's aggregate market value of common stock held by non-affiliates was $2,813,963 on December 31, 2024, based on a $1.00 per share closing price.

Why It Matters

Hawkeye Systems' strategic pivot from a defunct PPE business to a 25% stake in a cybersecurity LLC signals a significant, albeit early-stage, shift for investors. This move into a high-growth sector like cybersecurity could offer future upside, but the company's history of failed ventures and reliance on shareholder loans, like the $1,560,000 from Steve Hall, raises concerns about its operational stability and funding model. For employees, this means a complete change in business focus, while customers of its former PPE business are no longer served. Competitively, entering cybersecurity as a minority stakeholder puts HWKE against established, well-funded players, making its path to market relevance challenging.

Risk Assessment

Risk Level: high — The company explicitly states it is 'currently pursuing opportunities to invest in, acquire, merge or consolidate with a target business participating in diversified industries,' indicating a lack of a stable, defined core business. Its previous PPE operations ceased in July 2021, and its investment in HIE, LLC has a $0 balance as of June 30, 2025, with a $442,251 loan payable remaining from 2021, demonstrating past business failures and outstanding liabilities. The company's reliance on a single shareholder, Steve Hall, for a $1,560,000 debt consolidation and the assignment of a $1,753,247.34 receivable to him highlights significant financial dependency and potential control issues.

Analyst Insight

Investors should approach HWKE with extreme caution, recognizing its highly speculative nature. Given the company's history of failed ventures and its current status as a shell company seeking acquisitions, it is advisable to wait for concrete evidence of a successful business combination and sustained revenue generation in the cybersecurity sector before considering any investment.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Applicable

Key Numbers

• $2,813,963 — Aggregate market value of common stock held by non-affiliates (as of December 31, 2024, based on $1.00 per share)
• 8,706,772 — Shares of common stock outstanding (as of October 14, 2025)
• 25% — Membership interest in Rift Cyber LLC (Hawkeye Systems' stake in the new cybersecurity venture)
• $0 — Investment balance in HIE, LLC (as of June 30, 2025 and 2024, indicating defunct operations)
• $442,251 — Loan balance payable to Eagle Equities LLC (unchanged since 2021, related to HIE, LLC)
• $1,000,000 — Principal amount of Restated Note to CNTNR USA, Inc. (accruing 12% annual interest, matured September 30, 2023)
• $1,753,247.34 — Debt due from CNTNR USA, Inc. assigned to Steve Hall (includes principal and interest, assigned April 1, 2024)
• $1,560,000 — Outstanding balance of loans from Steve Hall to the Company (consolidated on April 1, 2024)
• May 15, 2018 — Date of incorporation (Hawkeye Systems, Inc. incorporated in Nevada)
• March 21, 2025 — Formation date of Rift Cyber LLC (marks the company's pivot to cybersecurity)

Key Players & Entities

• Hawkeye Systems, Inc. (company) — registrant
• Rift Cyber LLC (company) — new cybersecurity venture, 25% owned by HWKE
• CNTNR USA, Inc. (company) — borrower of $1,000,000 from HWKE
• Steve Hall (person) — Company shareholder and lender of $1,560,000
• Eagle Equities LLC (company) — joint venture partner in HIE, LLC
• HIE, LLC (company) — defunct PPE joint venture
• Nevada (regulator) — state of incorporation for HWKE and Rift Cyber LLC
• SEC (regulator) — Securities and Exchange Commission
• Christian Schjolberg (person) — co-founder of Rift Cyber LLC
• Peter Herzog (person) — co-founder of Rift Cyber LLC

FAQ

Risk Factors

• Lack of Operating History and Profitability [high — operational]: The company has a history of pivoting business models, having ceased PPE operations in July 2021. Its current strategy involves acquiring or merging with a target business, which carries inherent risks associated with early-stage or financially unstable entities. There is no assurance that a suitable target business will be identified or that a business combination will be successful.
• Dependence on Future Financing and Business Combinations [high — financial]: HWKE's business plan relies on using capital stock, debt, or a combination thereof to effectuate a business combination. The success of this strategy is contingent on securing adequate financing and identifying a target business with significant growth potential, which introduces substantial financial uncertainty.
• Uncertainty in Diversified Industry Pursuits [medium — market]: While HWKE is narrowing its focus to cybersecurity through Rift Cyber LLC (25% interest), its stated intention to investigate businesses of 'essentially any kind or nature' creates broad exposure to various industry-specific risks. The company may enter industries with high levels of risk and rapid growth, which are difficult to assess.
• Outstanding Debt Obligations [medium — financial]: The company has outstanding debt, including a $442,251 loan payable to Eagle Equities LLC related to defunct HIE, LLC operations. Additionally, a $1,000,000 promissory note to CNTNR USA, Inc. (which matured in September 2023 with accrued interest totaling $1,753,247.34) was assigned to Steve Hall, who also provided $1,560,000 in loans to HWKE. These obligations represent significant financial leverage.
• Limited Control over New Ventures [medium — operational]: HWKE's 25% membership interest in Rift Cyber LLC means it does not have controlling interest, limiting its ability to direct the strategic and operational decisions of its primary new venture in the cybersecurity sector.

Industry Context

Hawkeye Systems, Inc. is navigating a strategic pivot from pandemic management products to diversified industries, with a pronounced focus on cybersecurity. The cybersecurity market is highly competitive and rapidly evolving, driven by increasing digital threats and the growing adoption of cloud technologies. Companies in this space face constant pressure to innovate and adapt to new security challenges, requiring significant investment in research and development.

Regulatory Implications

As a smaller reporting company, HWKE is subject to reduced disclosure requirements under SEC rules. However, any future business combinations or operations in the cybersecurity sector will necessitate compliance with industry-specific regulations, data privacy laws (like GDPR or CCPA), and potentially cybersecurity standards, which can vary significantly by jurisdiction and sector.

What Investors Should Do

1. Monitor the progress of Rift Cyber LLC
2. Scrutinize future business combination targets
3. Analyze debt structure and repayment capacity
4. Evaluate management's execution capability

Key Dates

• 2018-05-15: Incorporation of Hawkeye Systems, Inc. — Marks the legal establishment of the company in Nevada.
• 2021-07-01: Cessation of PPE Operations — Indicates a strategic shift away from the company's initial business focus.
• 2023-09-30: Maturity of CNTNR USA, Inc. Promissory Note — The principal loan of $1,000,000 at 12% interest became due, leading to further debt consolidation.
• 2024-04-01: Debt Consolidation Agreement with Steve Hall — HWKE consolidated $1,560,000 in loans from Hall and assigned the CNTNR debt ($1,753,247.34) to him, restructuring significant liabilities.
• 2024-12-31: Aggregate Market Value of Common Stock Calculation — Provided a valuation snapshot of the company's publicly traded shares held by non-affiliates at $2,813,963.
• 2025-03-21: Formation of Rift Cyber LLC — Represents the company's strategic pivot into the cybersecurity industry, holding a 25% membership interest.

Glossary

PPE

Personal Protective Equipment. (The company previously operated in this sector until July 2021, indicating a past business focus.)

Rift Cyber LLC

A limited liability company formed by Hawkeye Systems, Inc. to pursue opportunities in the cybersecurity industry. (Represents the company's current strategic direction and primary area of new business focus.)

Membership Interest

The ownership stake held by a member in a limited liability company (LLC). (HWKE holds a 25% membership interest in Rift Cyber LLC, signifying its partial ownership and involvement.)

Promissory Note

A written promise by one party (the maker or issuer) to pay a definite sum of money to another party (the payee), either on demand or at a specified future date. (HWKE issued a $1,000,000 promissory note to CNTNR USA, Inc., highlighting its past borrowing activities.)

Debt Consolidation Agreement

An agreement where multiple debts are combined into a single, new debt, often with different terms. (HWKE entered into such an agreement with Steve Hall, restructuring its debt obligations.)

Smaller Reporting Company

A classification by the SEC for companies that meet certain thresholds for public float and revenue, exempting them from some disclosure requirements. (HWKE qualifies as a smaller reporting company, which explains the absence of certain detailed disclosures, such as comprehensive risk factors.)

Year-Over-Year Comparison

The company has undergone a significant strategic transformation, moving away from its previous focus on PPE operations, which ceased in July 2021. The formation of Rift Cyber LLC on March 21, 2025, marks a clear pivot towards the cybersecurity industry, though HWKE holds only a 25% interest. Financial disclosures regarding revenue, profitability, and operational metrics for the current year are not detailed in the provided context, making a direct comparison of key financial performance indicators difficult. However, the company's debt structure has been significantly impacted by consolidation agreements, notably with Steve Hall, indicating a substantial shift in its liabilities compared to prior periods.

Key Financial Figures

• $0.0001 — section 12(g) of the Act: Common Stock, $0.0001 par value Indicate by check mark if t
• $1.00 — 's common stock on December 31, 2024 of $1.00 per share. The number of shares of reg
• $0 — n HIE as of June 30, 2025, and 2024 was $0, and the loan balance payable to joint
• $442,251 — to joint venture partner Eagle totaled $442,251, remained unchanged from year 2021. In
• $200,000 — "Original CNTNR Note"). CNTNR borrowed $200,000 from the Company under the Original CNT
• $1,000,000 — rincipal amount of the Restated Note is $1,000,000, accruing annual interest at a rate of
• $200,000 b — he Restated Note takes into account the $200,000 borrowed under the Original CNTNR Note. T
• $5,000 — Restated Note; and a consulting fee of $5,000 per month, beginning on March 1, 2023.
• $1,560,000 — ant to which the outstanding balance of $1,560,000 and the related interest receivable of
• $143,995 — and the related interest receivable of $143,995, for a series of loans provided by Stev
• $1,753,247.34 — ssignment and Assumption Agreement, the $1,753,247.34 that was due to the Company from CNTNR
• $50,000 — stocks is determined by the board as of $50,000 and will be issued in the third quarter

Filing Documents

• hwke_10k.htm (10-K) — 646KB
• hwke_ex105.htm (EX-10.5) — 76KB
• hwke_ex311.htm (EX-31.1) — 12KB
• hwke_ex312.htm (EX-31.2) — 10KB
• hwke_ex321.htm (EX-32.1) — 4KB
• hwke_ex322.htm (EX-32.2) — 5KB
• hwke_ex991.htm (EX-99.1) — 7KB
• hwke_ex992.htm (EX-99.2) — 11KB
• hwke_10kimg3.jpg (GRAPHIC) — 4KB
• hwke_ex992img3.jpg (GRAPHIC) — 114KB
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• hwke_ex991img8.jpg (GRAPHIC) — 86KB
• hwke_ex991img9.jpg (GRAPHIC) — 75KB
• hwke_ex991img11.jpg (GRAPHIC) — 78KB
• 0001477932-25-007562.txt ( ) — 6516KB
• hwke-20250630.xsd (EX-101.SCH) — 43KB
• hwke-20250630_lab.xml (EX-101.LAB) — 232KB
• hwke-20250630_cal.xml (EX-101.CAL) — 38KB
• hwke-20250630_pre.xml (EX-101.PRE) — 196KB
• hwke-20250630_def.xml (EX-101.DEF) — 105KB
• hwke_10k_htm.xml (XML) — 338KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS PART I Item 1. Description of Business. 4 Item 1A. Risk Factors. 8 Item 1B. Unresolved Staff Comments. 8 Item 1C. Cybersecurity disclosures. 8 Item 2. Properties. 9 Item 3. Legal Proceedings. 9 Item 4. Mine Safety Disclosures. 9 PART II Item 5. Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities. 10 Item 6.

Selected Financial Data

Selected Financial Data. 10 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 10 Item 7A.

Quantitative And Qualitative Disclosures About Market Risk

Quantitative And Qualitative Disclosures About Market Risk. 12 Item 8. Consolidated Financial Statements and Supplemental Data. F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 13 Item 9A.

Controls and Procedures

Controls and Procedures. 13 Item 9B. Other Information. 14 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 14 PART III Item 10. Directors, Executive Officers and Corporate Governance. 15 Item 11.

Executive Compensation

Executive Compensation. 17 Item 12.

Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters. 20 Item 13. Certain Relationships and Related Transactions, and Director Independence. 21 Item 14. Principal Accounting Fees and Services. 21 PART IV Item 15. Exhibits, Financial Statement Schedules. 22 Item 16. Form 10-K Summary. 22 2 Table of Contents CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION This annual report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Hawkeye Systems, Inc. (hereinafter referred to as "we," "us," "our," "our Company" or "Hawkeye") expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as "may," "should," "could," "predict," "potential," "believe," "will likely result," "expect," "will continue," "anticipate," "seek," "estimate," "intend," "plan," "projection," "would" and "outlook," and similar expressions. Accordingly, these statements involve estimates, assumptions, and uncertainties, which could cause actual

Description of Business

Item 1. Description of Business General We were incorporated on May 15, 2018 in the State of Nevada. We are currently pursuing opportunities to invest in, acquire, merge or consolidate with a target business participating in diversified industries, narrowing our attention on the cybersecurity industry, through the formation of a limited liability company called Rift Cyber LLC, organized in Nevada on March 21, 2025, in which we hold 25% of the membership interest. Our previous focus was on pandemic management products and services. Our business office is located at 6605 Abercorn, Suite 204, Savannah, GA 31405. Our telephone number is 912-388-6720 and our website is www.hawkeyesystemsinc.com. Business Description From inception and until July of 2021, the Company focused on selling personal protective equipment ("PPE"). In July 2021, the Company's management determined to cease the Company's operations as a seller of PPE, deeming that continuing operations in that sector was not a productive use of the Company's resources. Our current business plan is to acquire, merge or consolidate with another company (a "target business"). We intend to use capital stock, debt or a combination of these to effectuate a business combination with a target business with significant growth potential. We will not restrict our search for target businesses to any particular industry. Rather, we may investigate businesses of essentially any kind or nature and participate in any type of industry that may, in our management's opinion, meet our business objectives as described in this annual report. We emphasize that the description in this report of our business objectives is extremely general and is not meant to restrict the discretion of our management to search for and enter into potential business opportunities. To the extent we enter into a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities witho

Legal Proceedings

Legal Proceedings The Company is not currently a party to any material legal proceedings and is not aware of any material threatened litigation. Offices Our current executive offices are provided by the management of the Company. We do not pay any rent, and there is no agreement to pay any rent in the future.

Risk Factors

Item 1A. Risk Factors. We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Cybersecurity Disclosures

Item 1C. Cybersecurity Disclosures. We rely upon internally and externally managed information technology systems for the collection and storage of sensitive data and business information. We approach cybersecurity risks with a risk management and governance strategy designed to assess, identify, and manage cybersecurity risks to our business. Risk Management and Strategy Our cybersecurity program is designed to detect cybersecurity threats and vulnerabilities, protect our information systems from such threats, and ensure the confidentiality, integrity, and availability of systems and information used, owned or managed by us. Our focus is on protecting sensitive information, such as personal information of our customers and employees, and confidential business information that could be leveraged by a competitor or a malicious actor. Our cybersecurity program has several components, including the adoption of information security protocols, standards, and guidelines consistent with best industry practices; engaging third-party service providers to conduct security assessments and penetration testing; and performing periodic internal audits of our cybersecurity protocols. We employ a risk-based process designed to manage cybersecurity risks presented by third-party vendors that may have access to our sensitive information and/or information technology ("IT") systems. This process may consider the nature of the services provided, the sensitivity and quantity of information processed, the criticality of any potentially impacted IT systems, and/or the strength of the vendor's cybersecurity practices. We monitor potential cybersecurity risks through tracking. These key risks are characterized by various factors such as the likelihood of us experiencing a particular type of cybersecurity incident, the speed at which each type of cybersecurity incident could impact the Company, and management's assessment of the Company's ability to respond quickly and efficiently.

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View this 10-K filing on SEC EDGAR