Hawkeye Systems Narrows Q3 Loss Amid Cybersecurity Pivot, Zero Revenue

TL;DR

**HWKE is a speculative bet on a cybersecurity pivot with no current revenue and a significant going concern risk; avoid until tangible progress is shown.**

AI Summary

Hawkeye Systems, Inc. (HWKE) reported a net loss of $101,533 for the three months ended September 30, 2025, a significant improvement from the $156,720 net loss in the same period of 2024. The company generated no revenue during both periods. Total operating expenses decreased to $33,507 in Q3 2025 from $95,546 in Q3 2024, primarily due to a reduction in professional fees from $76,608 to $27,127 and the absence of management compensation, which was $10,500 in the prior year. Interest expense – related party, however, increased to $68,026 from $61,174. HWKE's total assets grew to $79,818 as of September 30, 2025, from $57,917 on June 30, 2025, driven by a $10,000 increase in investment in subsidiary and a rise in prepaid expenses from $2,600 to $14,685. The company's accumulated deficit expanded to $13,312,064, up from $13,210,531 at June 30, 2025. A key strategic shift involves the formation of Rift Cyber LLC on April 1, 2025, with Christian Schjolberg and Peter Herzog, focusing on cybersecurity, while the company continues to liquidate its PPE inventory. The company's ability to continue as a going concern is dependent on securing additional capital, as it is currently a non-operating entity with no full-time employees.

Why It Matters

This filing reveals Hawkeye Systems is a non-operating company with no revenue, relying on related-party loans and equity issuance for survival. For investors, this signals extreme risk, as the company's going concern is in doubt without significant capital infusion or a successful pivot into cybersecurity via Rift Cyber LLC. Employees are non-existent, highlighting the company's pre-revenue, pre-operational status. Customers are currently non-existent, as the company has no products generating revenue. The broader market impact is minimal given HWKE's size and lack of operational activity, but it underscores the challenges micro-cap companies face in transitioning business models, especially when competing in a crowded cybersecurity market against established players.

Risk Assessment

Risk Level: high — Hawkeye Systems, Inc. reported a net loss of $101,533 for the three months ended September 30, 2025, and an accumulated deficit of $13,312,064. The company explicitly states it is a 'non-operating company with no full-time employees' and its 'ability to continue as a going concern is dependent on obtaining adequate capital to fund operating losses,' indicating substantial doubt about its future viability.

Analyst Insight

Investors should exercise extreme caution and consider avoiding HWKE stock. The company's lack of revenue, significant accumulated deficit, and explicit going concern warning suggest high risk. Monitor for concrete developments regarding Rift Cyber LLC's product development and substantial capital raises before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$79,818

total Debt

$3,148,705

net Income

($101,533)

eps

($0.01)

gross Margin

N/A

cash Position

$318

revenue Growth

N/A

Key Numbers

• $101,533 — Net Loss (Decreased from $156,720 in Q3 2024, showing a 35.2% improvement.)
• $0 — Revenue (No revenue generated for the three months ended September 30, 2025 and 2024.)
• $33,507 — Total Operating Expenses (Decreased from $95,546 in Q3 2024, a 64.9% reduction.)
• $2,289,322 — Promissory Note Payable – Related Party (Increased from $2,219,895 at June 30, 2025, indicating continued reliance on related-party financing.)
• $13,312,064 — Accumulated Deficit (Increased from $13,210,531 at June 30, 2025, reflecting ongoing losses.)
• $318 — Cash (Decreased from $502 at June 30, 2025, highlighting minimal liquidity.)
• 8,706,772 — Common Shares Outstanding (Consistent with June 30, 2025, indicating no new dilution from common stock issuance during the quarter.)
• $110,000 — Stock to be Issued for Debt Settlement (Represents shares granted to Corby Marshall ($50,000) and Chris Mulgrew ($60,000) to settle outstanding payables.)
• $50,000 — Stock to be Issued for IP (Represents shares to be issued to Christian Schjolberg and Peter Herzog for intellectual property assigned to Rift Cyber LLC.)
• $442,251 — Loan Payable due to Eagle - JV partner (Unchanged since 2021, indicating a stagnant joint venture.)

Key Players & Entities

• Hawkeye Systems, Inc. (company) — registrant
• Rift Cyber LLC (company) — new cybersecurity subsidiary
• Christian Schjolberg (person) — cybersecurity expert and co-founder of Rift Cyber LLC
• Peter Herzog (person) — cybersecurity expert and co-founder of Rift Cyber LLC
• Steve Hall (person) — related party lender
• Corby Marshall (person) — CEO, President, Secretary, Chairman of the Board
• Chris Mulgrew (person) — former Chief Financial Officer
• Eagle Equities LLC (company) — JV partner in HIE, LLC
• $101,533 (dollar_amount) — net loss for Q3 2025
• $13,312,064 (dollar_amount) — accumulated deficit as of September 30, 2025

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company's ability to continue as a going concern is dependent on securing additional capital. As a non-operating entity with no full-time employees and a significant accumulated deficit of $13,312,064, HWKE faces substantial financial risk.
• Lack of Revenue Generation [high — operational]: Hawkeye Systems, Inc. generated no revenue in the three months ended September 30, 2025, and 2024. This continued absence of revenue, coupled with ongoing operating expenses, exacerbates the company's financial precariousness.
• Reliance on Related-Party Financing [medium — financial]: The company's Promissory Note Payable – Related Party increased to $2,289,322 as of September 30, 2025. This continued reliance on related-party debt highlights a lack of external financing options and potential conflicts of interest.
• Strategic Shift and Liquidation [medium — operational]: The formation of Rift Cyber LLC and the ongoing liquidation of PPE inventory indicate a significant strategic shift. The success of this new venture and the realization of value from asset liquidation are uncertain.
• Minimal Liquidity [high — financial]: Cash on hand decreased to $318 as of September 30, 2025, from $502 on June 30, 2025. This extremely low cash position indicates an immediate need for funding to cover operational expenses.

Industry Context

Hawkeye Systems, Inc. operates in a landscape increasingly focused on cybersecurity solutions, as evidenced by the formation of Rift Cyber LLC. However, the company's current non-operating status and lack of revenue place it at a significant disadvantage compared to established players in the cybersecurity market.

Regulatory Implications

As a company with no revenue and significant accumulated losses, HWKE is subject to scrutiny regarding its financial reporting and disclosures, particularly concerning its going concern status. Failure to secure adequate funding could lead to delisting or bankruptcy proceedings.

What Investors Should Do

1. Monitor capital raising efforts closely.
2. Evaluate the strategic direction of Rift Cyber LLC.
3. Assess the terms and conditions of related-party debt.

Key Dates

• 2025-04-01: Formation of Rift Cyber LLC — Marks a strategic shift into cybersecurity, potentially impacting future revenue streams and operational focus.
• 2025-09-30: Q3 2025 Financial Reporting — Reveals a reduced net loss but continued lack of revenue and ongoing reliance on related-party debt, highlighting financial challenges.

Glossary

Accumulated deficit

The total net losses of a company since its inception, minus any net profits. It represents a negative retained earnings balance. (Indicates the company has consistently incurred losses, with the deficit growing to $13,312,064.)

Investment in Subsidiary

The value of a company's investment in another company where it holds a controlling interest. (Increased by $10,000 to $64,815, suggesting further capital allocation to its subsidiary.)

Stock to be Issued

Represents shares that the company has committed to issue but have not yet been formally transferred to the recipients. (Increased by $110,000 to $160,000, reflecting commitments for debt settlement and intellectual property.)

Promissory note payable – related party

A written promise to pay a specific sum of money to a related party (e.g., an officer, director, or affiliated company) on demand or at a specified future date. (The balance increased to $2,289,322, showing continued dependence on financing from related entities.)

Going Concern

An assumption that a company will continue to operate for the foreseeable future, typically at least 12 months from the reporting date. (The company's ability to continue as a going concern is explicitly stated as dependent on securing additional capital.)

Year-Over-Year Comparison

Compared to the prior year's third quarter, Hawkeye Systems, Inc. has significantly reduced its net loss from $156,720 to $101,533, primarily due to a drastic cut in operating expenses, especially professional fees and the elimination of management compensation. However, revenue remains at zero, and total assets have grown to $79,818, driven by increased investment in its subsidiary and prepaid expenses, while the accumulated deficit has widened, underscoring persistent financial challenges.

Key Financial Figures

• $33,507 — e months ended September 30, 2025, were $33,507 compared to $95,546 for the same period
• $95,546 — mber 30, 2025, were $33,507 compared to $95,546 for the same period in 2024. The decrea
• $101,533 — expenses. The Company's net loss was $101,533 for the three months ended September 30
• $156,720 — s ended September 30, 2025, compared to $156,720 for the three months ended September 30
• $318 — cash balance at September 30, 2025 was $318 compared to $

Filing Documents

• hwke_10q.htm (10-Q) — 335KB
• hwke_ex311.htm (EX-31.1) — 11KB
• hwke_ex321.htm (EX-32.2) — 5KB
• 0001477932-25-008814.txt ( ) — 1859KB
• hwke-20250930.xsd (EX-101.SCH) — 22KB
• hwke-20250930_lab.xml (EX-101.LAB) — 137KB
• hwke-20250930_cal.xml (EX-101.CAL) — 27KB
• hwke-20250930_pre.xml (EX-101.PRE) — 108KB
• hwke-20250930_def.xml (EX-101.DEF) — 49KB
• hwke_10q_htm.xml (XML) — 150KB

Financial Statements (unaudited)

Financial Statements (unaudited) 3 Condensed Consolidated Balance Sheets as of September 30, 2025, (unaudited) and June 30, 2024 (audited) 3 Condensed Consolidated Statements of Operations for the three months ended September 30, 2025 and 2024 (unaudited) 4 Condensed Consolidated Statements of Changes in Stockholders' Deficit for the three months ended September 30, 2025 and 2024 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited) 6 Notes to the Unaudited Condensed Consolidated Financial Statements 7 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 14 Item 4.

Controls and Procedures

Controls and Procedures 14 Part II. OTHER INFORMATION 16 Item 1

Legal Proceedings

Legal Proceedings 16 Item 1A

Risk Factors

Risk Factors 16 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 16 Item 3 Defaults Upon Senior Securities 16 Item 4 Mine Safety Disclosures 16 Item 5 Other Information 16 Item 6 Exhibits 17

SIGNATURES

SIGNATURES 18 2 Table of Contents

- FINANCIAL INFORMATION

PART I - FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements HAWKEYE SYSTEMS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited ) S eptember 30 , (Audited) June 30, 2025 2025 ASSETS Current assets: Cash $ 318 $ 502 Prepaid expenses 14,685 2,600 Total current assets 15,003 3,102 Investment in Subsidiary 64,815 54,815 Total assets $ 79,818 $ 57,917 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued liabilities – related party $ - $ 110,000 Accounts payable and accrued liabilities 37,557 51,575 Accrued interest – related party 379,575 311,550 Promissory note payable – related party 2,289,322 2,219,895 Total current liabilities 2,706,454 2,693,020 Long-term liabilities: Loan payable due to Eagle - JV partner 442,251 442,251 Total liabilities 3,148,705 3,135,271 Commitments and contingencies (Note - 6) - - Stockholders' deficit: Preferred stock, $ 0.0001 par value, 50,000,000 shares authorized; no shares issued or outstanding - - Common stock, $ 0.0001 par value, 400,000,000 shares authorized; 8,706,772 and 8,706,772 shares issued and outstanding, respectively 870 870 Additional paid-in capital 10,082,307 10,082,307 Stock to be Issued 160,000 50,000 Accumulated deficit ( 13,312,064 ) ( 13,210,531 ) Total stockholders' deficit ( 3,068,887 ) ( 3,077,354 ) Total liabilities and stockholders' deficit $ 79,818 $ 57,917 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Table of Contents HAWKEYE SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended S eptember 30 , 2025 2024 Operating expenses: General and administrative $ 6,380 $ 8,438 Management compensation - 10,500 Professional fees 27,127 76,608 Total operating expenses 33,507 95,546 Loss from operations ( 33,507 ) ( 95,546 ) Other income (expense), net

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the three months ended September 30, 2025.

Forward-Looking Statements

Forward-Looking Statements The following Management's Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this quarterly report. The Management's Discussion and Analysis contain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect," and the like, and/or future-tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this quarterly report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading "Risks Factors" in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this quarterly report. The Company is currently looking for investment opportunities into target businesses in diversified industries, such cybersecurity through its participation as a 25% member of Rift. Financial Condition and Results of Operations We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets a

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View this 10-Q filing on SEC EDGAR