UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark one)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Year Ended June 30, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

Commission File Number: 333-180954

Hawkeye Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada		83-0799093
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

6605 Abercorn, Suite 204

Savannah, GA 31405

(Address of principal executive offices (Zip Code)

(912) 253-0375

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex- change Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $14,~~304~~330,~~772~~886 on the closing sale price of the registrant’s common stock on June 30, ~~2023~~2024 of $0.2450 per share.

The number of shares of registrant’s common stock outstanding as of ~~October~~ 13September 30, ~~2023~~2024 was 58,~~552~~706,~~222~~772.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS
PART I
Item 1.	Business.	4
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	8
Item 1C.	Cybersecurity disclosures.	8
Item 2.	Properties.	8
Item 3.	Legal Proceedings.	8
Item 4.	Mine Safety Disclosures.	8
Part II
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 7A.	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.	13
Item 9B.	Other Information.	13
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Part III
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	14
Item 11.	Executive Compensation.	1516
Item 12.	Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters.	1918
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	19
Item 14.	Principal Accountant Fees and Services.	2120
Part IV
PART IV
Item 15.	Exhibit and Financial Statement Schedules.	2221
Item 16.	Form 10-K Summary.	21

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 results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this ~~Report~~annual report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

The industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data isare subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

Table of Contents

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~~, such as affordable housing development, and technology applications to mitigate the effects of climate change~~. 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 effect 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. We have identified the modular construction industry and targeted North America’s housing shortage in the single-family and multi-family homes. We have not conducted any market studies with respect to this industry. 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 without established records of sales or earnings, we will become subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, to the extent that we ~~effect~~affect a business combination with an entity in an industry characterized by a high level of risk, we will become subject to the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes certain industries that experience rapid growth. In addition, although we will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community, who may present solicited or unsolicited proposals. Our officers and directors and their affiliates may also bring to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage such firms in the future, in which event, we may pay a finder’s fee or other compensation for such introductions if they result in consummated transactions. These fees are customarily between 5% and 25% of the size of the overall transaction, based upon a sliding scale of the amount involved and a variety of other factors.

Table of Contents

Selection of a target business and structuring of a business combination

Our management will have significant flexibility in identifying and selecting a prospective target business. In evaluating a prospective target business, our management will consider, among other factors, the following:

·	the financial condition and results of operation of the target;
·	the growth potential of the target and that of the industry in which the target operates;
·	the experience and skill of the target’s management and availability of additional personnel;
·	the capital requirements of the target;
·	the competitive position of the target;
·	the stage of development that the target’s products, processes, or services are at;
·	the degree of current or potential market acceptance of the target’s products, processes, or services;
·	proprietary features and the degree of intellectual property or other protection of the target’s products, processes, or services;
·	the regulatory environment of the industry in which the target operates;
·	the prospective equity interest in, and opportunity for control of, the target; and
·	the costs associated with effecting the business combination.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in connection with effecting a business combination consistent with our business objective. In connection with our evaluation of a prospective target business, we anticipate that we will conduct an extensive due diligence review that will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as a review of financial or other information that will be made available to us.

We will endeavor to structure a business combination to achieve the most favorable tax treatment to us, the target business and both companies’ stockholders. We cannot assure you, however, that the Internal Revenue Service or appropriate state tax authority will agree with our tax treatment of the business combination.

Until we are presented with a specific opportunity for a business combination, we are unable to ascertain with any degree of certainty the time and costs required to select and evaluate a target business and to structure and complete the business combination. We have two full-time employees devoting their time to our affairs. Any costs incurred in connection with the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital otherwise available to complete a business combination.

Limited ability to evaluate the target business’ management

Although we intend to scrutinize the management of a prospective target business before effecting a business combination, 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 a business combination, it is unlikely that any of them will devote their full efforts to our affairs after a business combination. 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.

5Investment ~~Table~~Company ~~of Contents~~Act

The Investment Company Act of 1940 (the “Investment Company Act”) defines an “investment company” as any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. We may participate in a business or opportunity by purchasing, trading, or selling the securities of a business. However, as we do not intend to engage primarily in these activities, we believe that we do not fall under the Investment Company Act’s definition of investment company, and we do not intend to register the Company as an “investment company” under the Investment Company Act. We do not believe that registration under the Investment Company Act is required based upon our proposed activities. We intend to conduct our activities so as to avoid being classified as an “investment company” and avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and its regulations.

~~The~~5 ~~Investment~~Table ~~Company Act~~ of 1940 (the “Investment Company Act”) defines an “investment company” as any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities. We may participate in a business or opportunity by purchasing, trading, or selling the securities of a business. However, as we do not intend to engage primarily in these activities, we believe that we do not fall under the Investment Company Act’s definition of investment company, and we do not intend to register the Company as an “investment company” under the Investment Company Act. We do not believe that registration under the Investment Company Act is required based upon our proposed activities. We intend to conduct our activities so as to avoid being classified as an “investment company” and avoid application of the costly and restrictive registration and other provisions of the Investment Company Act and its regulations.Contents

The Investment Company Act may, however, also be deemed to be applicable to a company that does not intend to be characterized as an “investment company” but that, nevertheless, engages in activities that may be deemed to be within the definition and scope of certain provisions of the Investment Company Act. While we do not believe that our anticipated principal activities will subject us to regulation under the Investment Company Act, we cannot assure you that we will not be deemed to be an “investment company,” especially during the period prior to a business combination. In the event we are deemed to be an “investment company,” we may become subject to certain restrictions relating to our activities and regulatory burdens, including:

·	restrictions on the nature of our investments; and
·	the issuance of securities,

and have imposed upon us certain requirements, including:

·	registration as an investment company;
·	adoption of a specific form of corporate structure; and
·	compliance with certain burdensome reporting, recordkeeping, voting, proxy and disclosure requirements and other rules and regulations.

In the event we are characterized as an “investment company,” we would be required to comply with these additional regulatory burdens, which would require additional expense.

Intellectual Property

The Company currently does not own any intellectual property, and directly acquiring the intellectual property of a third party is not part of our current strategy.

Regulation

In our current business we are subject to local, state, federal and foreign governmental laws and regulations. Upon completion of an acquisition, we may have significant additional regulation based on the nature of the business.

Investment in HIE LLC

On July 17, 2020, the Company entered into a membership agreement with Eagle Equities LLC (“Eagle”) and Ikon Supplies (“Ikon”) for the purpose of procuring, funding the purchase of and sale of PPE (the “Membership Agreement”). To pursue this objective, the parties agreed to form a Nevada limited liability company, HIE, LLC (“HIE”). According to the terms and conditions of the Membership Agreement, HIE would be terminated and dissolved upon the earliest to occur of: (i) the sale of HIE’s interest in the procurement, financing, transportation, sale and disposition of PPE; (ii) the refusal or inability of any party to comply with the requirements, obligations or stipulations of the Membership Agreement; (iii) the unanimous agreement of the parties; or (iv) the order of a court of competent jurisdiction. Eagle, Ikon and the Company would participate each in 33% of any net profits generated by HIE. Eagle contributed to HIE by providing and arranging to procure a loan (the “Origination Loan”), sufficient to cover all capital needed for each PPE purchase (a “Deal”); and additional funds, as needed, to cover additional expenses towards the costs of goods (“Additional Contribution”). The Company contributed by assigning its agreement to purchase gloves and agreed to issue convertible promissory notes to Eagle to secure the Origination Loan and any Additional Contribution. The parties agreed to pay an equal portion of all administrative expenses incurred by HIE. In the event of a loss of capital, all parties would contribute to repay the Origination Loan and Additional Contribution with each paying 33.3% of the loss.

Table of Contents

The proceeds of each Deal shall be first distributed to Eagle, as repayment for any Additional Contribution. The next proceeds will be allocated to the repayment of the Origination Loan. After the Origination Loan is repaid, net proceeds will be distributed as follows: (i) Eagle shall receive the greater of $0.25 per box of gloves or 33.3% of the net proceeds. If net proceeds are more than $0.25, but less than $0.75 per box, once the first $0.25 is paid to Eagle, the Company and Ikon will share in the remaining profits equally. If the net profits are more than $0.75 per box, all the parties will receive 33.3% of the net profits. Net losses shall be allocated between the parties which each being allocated 33.3%.

HIE is managed by a manager appointed by the parties in accordance with a policy established by the policy committee. Each of the Company and Ikon will have 25 votes in the policy committee and Eagle will have 50 votes.

HIE ~~has~~did nonot ~~activities~~have ~~and~~any ~~has~~operating ~~been~~activities ~~wound~~since upJuly ~~in fiscal year 2023~~2021. ~~The~~ ~~Company~~As ~~has recorded~~ a ~~net~~result, ~~gain/loss~~the ofCompany’s $0investment ~~and~~balance ain ~~net~~HIE ~~gain~~as of ~~$59~~June 30,~~208~~ ~~during~~2024, ~~fiscal~~and ~~years~~ 2023 ~~and~~was ~~2022~~$0, ~~respectively,~~and ~~of which~~ the ~~Company~~loan ~~has~~balance ~~recorded~~payable ato ~~gain/loss~~joint onventure ~~investment~~partner ofEagle $0totaled ~~and a gain on investment of~~ $19442,~~736~~251, inremained ~~fiscal~~unchanged from year ~~ended of June 30, 2023, and 2022, respectively~~2021.

Investment in CNTNR USA, Inc.

On February 27, 2023, the Company as “Lender” and CNTNR USA, Inc., a Delaware corporation (“CNTNR”), as “Borrower” executed a promissory note (the “Original CNTNR Note”). CNTNR borrowed $200,000 from the Company under the Original CNTNR Note.

On April 6, 2023, the Company as “Lender” and CNTNR as “Borrower” executed a restated promissory note (the “Restated Note”). The principal amount of the Restated Note is $1,000,000, accruing annual interest at a rate of 12%, the Restated Note takes into account the $200,000 borrowed under the Original CNTNR Note. The maturity date of the Restated Note is: (i) the closing of a material debt or equity financing by CNTNR; or (ii) September 30, 2023, whichever occurs first. The Restated Note includes warrant coverage of one warrant issued for every one share of CNTNR issued in repayment of the principal amount of the Restated Note. The warrants shall be ~~exercised~~exercise with a 30% discount over the fair market value of the shares of CNTNR and expire 36 months after April 6, 2023. Pursuant to the terms of the Restated Note, CNTNR paid a commitment fee to the Company equivalent to 5% of the principal amount of the Restated Note; and a consulting fee of $5,000 per month, beginning on March 1, 2023. Upon maturity of the Restated Note, CNTNR shall pay all principal and interest due under the Restated Note and ~~issued~~issue the equivalent of 10% of its issued and outstanding shares to the Company. If CNTNR defaults on repayment at maturity, then it shall issue 15% of its issued and outstanding shares to the Company. Warrant coverage applies over the shares issued at repayment, either over 10% of CNTNR’s outstanding shares if the Restated Note is repaid on or before its maturity date, or 15% of CNTNR's outstanding shares if the Borrower is in default.

To fund the Company’s investment in CNTNR, the Company and Steve Hall, a Company shareholder holding 37% of the issued and outstanding shares of the Company’s Common Stock, executed a promissory note on March 29, 2023 (the “Hall Note”). The principal amount under the Hall Note was $1,000,000, accruing interest at a rate of 12% per year. The maturity date of the Hall Note was: (i) the closing of a debt financing, or (ii) May 31, 2023, whichever occurs first. At the maturity date, the Company shall pay Steve Hall all accrued principal and interest under the Hall Note, and transfer to Steve Hall 90% of the shares of CNTNR issued to the Company and 90% of the warrants issued under the Restated Note. ~~As on the date of this report, the Company and Steve Hall are currently working towards a restructuring of the Hall Note.~~

On April 1, 2024, the Company ~~Policies~~entered into a Debt Consolidation Agreement with Steve Hall, pursuant to which the outstanding balance of $1,560,000 and the related interest receivable of $143,995, for a series of loans provided by Steve Hall to the Company, beginning in 2021, were consolidated. The Debt Consolidation Agreement included, inter alia, all amounts of principal and interest owed by the Company under the Hall Note.

~~The~~ Company ~~has adopted the following policies: (i) code of conduct policy; (ii) information security policy; and (iii) public company communication policy.~~Policies

~~Employees~~The Company has adopted the following policies: (i) code of conduct policy; (ii) information security policy; and (iii) public company communication policy.

~~The Company currently has no employees.~~Employees

7The ~~Table~~Company ofcurrently ~~Contents~~has no employees.

Legal Proceedings

The Company is not currently a party to any material legal proceedings and is not aware of any material threatened litigation.

~~Offices~~7 Table of Contents

~~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.~~Offices

~~Item~~Our 1Acurrent executive offices are provided by the management of the Company. ~~Risk~~We ~~Factors~~do not pay any rent, and there is no agreement to pay any rent in the future.

WeItem ~~are~~1A. aRisk ~~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~~Factors.

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

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

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

WeItem ~~own no properties related to our operations~~1C. WeCybersecurity ~~operate from business offices provided by our executive officers~~Disclosures.

~~Item~~We 3rely upon internally and externally managed information technology systems and networks for the collection and storage of sensitive data and business information. ~~Legal~~We ~~Proceedings~~approach cybersecurity risks with a comprehensive risk management and governance strategy designed to assess, identify, and manage cybersecurity risks to our business.

WeRisk ~~are~~Management ~~not~~and aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this report, no director, officer, or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.Strategy

~~From~~Our ~~time~~cybersecurity toprogram ~~time~~is ~~the~~designed ~~Company~~to ~~may~~detect becybersecurity ~~named~~threats inand ~~claims~~vulnerabilities, ~~arising~~protect inour ~~the~~information ~~ordinary~~systems ~~course~~from ofsuch ~~business. Currently~~threats, noand ~~legal~~ensure ~~proceedings~~the orconfidentiality, ~~claims~~integrity, ~~other~~and ~~than~~availability ~~those~~of ~~disclosed~~systems ~~above,~~and ~~are~~information ~~pending~~used, ~~against~~owned or ~~involve~~managed ~~the~~by ~~Company~~us. ~~that~~Our focus is on protecting sensitive information, insuch ~~the~~as ~~opinion~~personal information of ~~management,~~our ~~could~~customers ~~reasonably~~and beemployees, ~~expected~~and toconfidential ~~have~~business ainformation ~~material~~that ~~adverse~~could ~~effect~~be onleveraged ~~its~~by ~~business~~a ~~and~~competitor ~~financial~~or ~~condition~~a malicious actor.

~~Item~~Our 4cybersecurity 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. ~~Mine~~We ~~Safety~~employ ~~Disclosures~~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.

~~Not~~We ~~applicable~~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.

8An ~~Table~~incident response plan aligned with best practices guidelines governs our response to cybersecurity incidents. The incident response plan outlines how we can detect, analyze, contain, eradicate, recover, and perform post-incident activities in the event of ~~Contents~~a cybersecurity incident. It also contains an internal, risk-based escalation framework designed to ensure that all relevant individuals are promptly informed of any cybersecurity incident and dictates procedures for determining whether a cybersecurity incident is material without unreasonable delay.

~~PART~~Material II Effects from Risks of Cybersecurity Threats

~~Item~~While 5.we ~~Market~~may ~~for~~experience ~~Common~~minor ~~Equity~~data and cybersecurity incidents from time to time, ~~Related~~to ~~Stockholder~~our ~~Matters~~knowledge, the risks posed by cybersecurity threats have not materially affected and ~~Issuer~~are ~~Purchases~~not reasonably likely to materially affect our business strategy, results of ~~Equity~~operations ~~Securities~~or financial condition. However, there can be no assurance that we will not be materially affected by such risks in the future. A successful cybersecurity attack may expose us to misuse of information or systems, the compromising of confidential information, manipulation or destruction of data, production downtimes, and operations disruptions.

Our common stock is quoted on the OTC Bulletin Board under the symbol “HWKE”. On June 12, 2019, the Company obtained clearance to trade on OTC Markets and on September 12, 2019, the Company’s stock began trading on the OTCQB market maintained by OTC Markets. Quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions. The closing sale price of our common stock on October 13, 2023 was $0.17 per share.Governance

~~Below~~Role ~~is a table indicating the range~~ of ~~high and low closing price information for the common stock as reported by the OTC Markets Group for the periods listed. These prices do not necessarily reflect actual transactions.~~Management

	High		Low
Quarter ended June 30, 2023	$	0.35	$	0.35
Quarter ended March 31, 2023	$	0.12	$	0.12
Quarter ended December 31, 2022	$	0.21	$	0.18
Quarter ended September 30, 2022	$	0.22	$	0.22
Quarter ended June 30, 2022	$	0.28	$	0.25

One of the key functions of our executive officers, in connection with our IT team, is informed oversight of our risk management process, which includes risks from cybersecurity threats. Our executive ooficers monitor and assess strategic risk exposure, and manage the material risks we face.

~~Holders~~Our executive officers who have experience in IT, work with our board of directors to manage our cybersecurity policies and processes. Together, they stay informed and manage how we identify, address, prevent and resolve cybersecurity issues and related matters. They also track how we prevent, identify, lessen, and address cybersecurity issues. This is done through regular checks of our systems, tests to identify security weaknesses, and maintaining an incident response plan.

AsIn ofaddition ~~October~~to ~~13,~~such ~~2023~~regular system checks, ~~there~~our ~~were~~executive ~~approximately~~officers, 41together ~~record~~with ~~holders~~the board of ~~our~~directors, ~~common~~regularly ~~stock~~discuss active, emerging and potential cybersecurity risks. ~~This~~They ~~does~~keep ~~not~~each ~~include~~other ~~the~~informed ~~holders~~about ofsignificant changes affecting cybersecurity, and they periodically update management with these changes, as well as our ~~common~~cybersecurity ~~stock~~risks, ~~who~~so ~~held~~that ~~their~~management ~~shares~~can inadminister ~~street~~its ~~name~~oversight function as a part of ~~that~~its ~~date.~~broader oversight and risk management.

~~Dividends~~Item 2. Properties.

We ~~have~~own ~~never~~no ~~paid~~properties orrelated ~~declared any cash dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future but rather intend~~ to ~~retain future earnings, if any, for reinvestment in~~ our ~~future business~~operations. ~~Any~~We ~~future~~operate ~~determination~~from tobusiness ~~pay~~offices ~~cash~~provided ~~dividends~~by ~~will be in compliance with~~ our ~~contractual~~executive obligations and otherwise at the discretion of the board of directors and based upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevantofficers.

~~Transfer~~Item ~~Agent~~3. Legal Proceedings.

~~Our~~We ~~registrar~~are ~~and~~not ~~transfer~~aware ~~agent~~of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this report, no director, officer, or affiliate is ~~VStock~~(i) ~~Transfer~~a party adverse to us in any legal proceeding, ~~LLC~~or (ii) has an adverse interest to us in any legal proceedings. We are not aware of any other legal proceedings pending or that have been threatened against us or our properties.

~~Recent~~From ~~Sales~~time to time the Company may be named in claims arising in the ordinary course of ~~Unregistered~~business. ~~Securities~~ Currently, no legal proceedings or claims, other than those disclosed above, are pending against or involve the Company that, in the opinion of management, could reasonably be expected to have a material adverse effect on its business and financial condition.

~~Restricted~~Item ~~Common~~4. ~~Stock~~Mine –Safety ~~Steve Hall~~Disclosures.

OnNot April 6, 2020, and December 15, 2020, the Company issued two convertible notes payable of $250,000 each to Steve Hall. Both notes have one year term with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. At the option of holder, this note is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25 per share. In consideration for the loans, the Company also granted to the Lender 200,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise of 200,000 shares of stock option. Both notes and the accrued interests totaling $594,344 have been converted on September 1, 2021, and issued on July 28, 2022 for the aggregate total of 16,666,667 shares of common stock. On February 9, 2023, the 16,666,667 shares of common stock were reduced to 1,666,667 shares to reflect the 1-for-10 reverse stock split. applicable

~~Restricted~~8 ~~Common~~Table ~~Stock~~of ~~- Richard Cutler~~Contents

OnPART May 23, 2022, the Company granted 500,000 shares of restricted common stock as compensation to Richard Cutler, a director until August 11, 2022. The shares were valued at $20,000 and were granted in lieu of cash compensation, contingent upon completion of an acquisition or reverse takeover. The 500,000 shares were issued on February 10, 2023, and later 450,000 shares were cancelled on June 15, 2023 due to the recognition of the Company’s reversed stock split. See further discussion on Note 13 – Reversed Stock Split to the Financial Statements.II

OnOur ~~May~~common ~~23,~~stock ~~2022,~~is ~~the~~quoted ~~Company~~on ~~granted~~the ~~250,000~~OTC ~~shares~~Bulletin ofBoard ~~restricted~~under ~~common~~the ~~stock~~symbol as“HWKE”. ~~compensation~~On toJune ~~Christopher~~12, ~~Mulgrew~~2019, the Company’s ~~Chief~~obtained ~~Financial~~clearance ~~Officer.~~to ~~The~~trade ~~shares~~on ~~were~~OTC ~~valued at~~Markets ~~$10,000~~ and ~~were~~on ~~granted~~September in12, ~~lieu~~2019, ofthe ~~cash~~Company’s ~~compensation,~~stock ~~contingent~~began ~~upon~~trading ~~completion~~on ofthe anOTCQB ~~acquisition~~market ormaintained ~~reverse~~by ~~takeover~~OTC Markets. ~~The~~Quotations ~~stocks~~reflect ~~were~~inter-dealer ~~issued~~prices, onwithout ~~February~~retail 10mark-up, ~~2023~~mark-down, ~~and~~or ~~later 225~~commission,~~000~~ ~~shares~~and ~~were~~may ~~cancelled~~not onrepresent ~~June~~actual ~~15,~~transactions. ~~2023~~The ~~due~~closing tosale ~~the~~price ~~recognition~~ of ~~the~~our ~~reverse~~common stock ~~split. See further discussion~~ on ~~Note~~September 1327, –2024 ~~Reversed~~was ~~Stock~~$0.46 ~~Split~~per ~~to the Financial Statements~~share.

9Below ~~Table~~is a table indicating the range of ~~Contents~~high and low closing price information for the common stock as reported by the OTC Markets Group for the periods listed. These prices do not necessarily reflect actual transactions.

On April 9, 2023, the Company granted 500,000 shares of restricted common stock with a fair market value of $0.142 per share to Christopher Mulgrew, the Company’s Chief Financial Officer, as performance bonus for calendar years 2021 and 2022, and recognizing that Mr. Mulgrew agreed to defer a significant portion of contractually obligated compensation payments. The shares were issued on April 24, 2023 in the amount of $71,000.

	*High*		*Low*
Quarter ended June 30, 2024	$	0.50	$	0.50
Quarter ended March 31, 2024	$	0.54	$	0.49
Quarter ended December 31, 2023	$	0.07	$	0.07
Quarter ended September 30, 2023	$	0.17	$	0.17
Quarter ended June 30, 2023	$	0.35	$	0.35

~~Restricted Common Stock - Corby Marshall~~Holders

OnAs ~~February~~of 9September 27, ~~2023~~2024, ~~the~~there ~~Company~~were ~~granted~~approximately ~~750,000~~41 ~~shares~~record holders of ~~restricted~~our common stock ~~at the fair market value of $0~~.~~142~~ ~~per~~This ~~share~~does tonot ~~Corby~~include ~~Marshall,~~ the ~~Company’s~~holders ~~Chief~~of ~~Executive~~our ~~Officer,~~common asstock ~~performance~~who ~~bonus~~held ~~for~~their ~~calendar~~shares ~~years~~in ~~2021~~street ~~and~~name ~~2022,~~as ~~and~~of ~~recognizing~~ that Mrdate. ~~Marshall agreed to defer a significant portion of contractually obligated compensation payments. The shares were issued on April 24, 2023 in the amount of $106,500.~~

~~Common Stock issued for Rounding~~Dividends

OnWe ~~February~~have ~~22,~~never ~~2023,~~paid ~~the~~or ~~Company~~declared ~~issued~~any ~~139~~cash ~~shares~~dividends ofon our common stock ~~for~~and ~~rounding~~do tonot ~~reflect~~anticipate paying cash dividends in the 1foreseeable future but rather intend to retain future earnings, if any, for 10reinvestment ~~reverse~~in ~~stock~~our ~~splits~~future business. ~~See~~Any ~~further~~future ~~discussion~~determination onto ~~Note~~pay 13cash –dividends ~~Reversed~~will ~~Stock~~be ~~Split~~in tocompliance with our contractual obligations and otherwise at the ~~Financial~~discretion ~~Statements~~of the board of directors and based upon our financial condition, results of operations, capital requirements and such other factors as the board of directors deems relevant.

Transfer Agent

Our registrar and transfer agent is VStock Transfer, LLC.

Recent Sales of Unregistered Securities

Restricted Common Stocks - Corby Marshall

On December 1, 2023, the Company granted 2,345,175 shares of restricted common stock valued at $375,228 to Corby Marshall, the Company’s Chief Executive Officer in lieu of cash compensation, contingent upon completion of an acquisition or reverse takeover. Ultimately, the shares were issued on January 23, 2024. The shares were issued at the trading price of the Company’s Common Stock as of December 1, 2023, equivalent to $0.16 per share.

On February 9, 2023, the Company granted 750,000 shares of restricted common stock at the fair market value of $0.142 per share to Corby Marshall, as performance bonus for calendar years 2021 and 2022, and recognizing that Mr. Marshall agreed to defer a significant portion of contractually obligated compensation payments. The shares were issued on April 24, 2023 in the amount of $106,500.

Table of Contents

Restricted Common Stocks - Christopher Mulgrew

On December 1, 2023, the Company granted 764,375 shares of restricted common stock valued at $122,300 to Christopher Mulgrew, the Company’s Chief Financial Officer who resigned from the position on August 31, 2024, in lieu of cash compensation, contingent upon completion of an acquisition or reverse takeover. Ultimately, the shares were issued on January 23, 2024. The shares were issued at the trading price of the Company’s Common Stock as of December 1, 2023, equivalent to $0.16 per share.

On April 9, 2023, the Company granted 500,000 shares of restricted common stock with a fair market value of $0.142 per share to Christopher Mulgrew, as performance bonus for calendar years 2021 and 2022, and recognizing that Mr. Mulgrew agreed to defer a significant portion of contractually obligated compensation payments. The shares were issued on April 24, 2023 in the amount of $71,000.

Common Stocks issued for Rounding

On February 22, 2023, the Company issued 139 shares of common stock for rounding to reflect the 1 for 10 reverse stock splits. See further discussion on Note 13 – Reversed Stock Split to the Financial Statements.

Item 6. Selected Financial Data.

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the fiscal year ended June 30, ~~2023~~2024.

Forward-Looking Statements

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this annual report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this annual report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report.

~~The~~Financial ~~Company~~Condition ~~is currently looking for investment opportunities into target businesses in diversified industries, such as affordable housing development,~~ and ~~technology~~Results ~~applications to mitigate the effects~~ of climate change. From the date of our previous filing, we entered into a convertible promissory note with CNTNR providing them with $1,000,000 in financing, as described in Notes 8 and 10 to the Financial Statements.Operations

~~Financial~~We ~~Condition~~have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, ~~Results~~accordingly, do not include adjustments relating to the recoverability and realization of ~~Operations~~assets and classification of liabilities that might be necessary should we be unable to continue our operations.

We ~~have~~expect ~~incurred~~we ~~recurring~~will ~~losses~~require toadditional ~~date.~~capital ~~Our~~to ~~financial~~develop ~~statements~~our ~~have~~business ~~been~~plan. ~~prepared~~We ~~assuming~~expect ~~that~~to weraise ~~will~~additional ~~continue~~capital asthrough, aamong ~~going~~other ~~concern and~~things, ~~accordingly, do not include adjustments relating to~~ the ~~recoverability~~sale ~~and realization~~ of ~~assets~~equity ~~and~~or ~~classification~~debt ofsecurities ~~liabilities~~in ~~that~~the ~~might~~near ~~be necessary should we be unable to continue our operations~~future.

10Results ~~Table~~ of ~~Contents~~Operations

WeFiscal ~~expect~~Years weEnded ~~will~~June ~~require additional capital to develop our business plan. We expect to raise additional capital through~~30, ~~among~~2024 ~~other~~and ~~things, the sale of equity or debt securities.~~2023

~~Results~~The Company had $0 operating revenues for both fiscal years of ~~Operations~~2024, and 2023 after the Company ceased operations of its PPE business in July 2021. The Company generated from CNTNR a total of $45,000 and $70,000 for the year ended June 30, 2024, and 2023 in other income, of which $45,000, and 20,000 were generated for consulting fees, and $0, and $50,000 for financing arrangement fees, respectively. See further discussion on Note 10– Note receivable to the Financial Statements.

~~Fiscal~~10 ~~Years~~Table ~~Ended~~of ~~June 30, 2023 and 2022~~Contents

~~The~~During ~~Company~~our ~~had~~fiscal $0year 2024, total operating ~~revenues~~expenses were $373,390 compared to $1,118,537 for ~~both~~the ~~fiscal~~same ~~years~~period ofin 2023. The ~~and~~decrease ~~2022~~in ~~after~~operating ~~the~~expenses ~~Company~~is ~~ceased~~primarily ~~operations~~a result of ~~its~~a ~~PPE~~decrease ~~business~~ in ~~July~~Selling, ~~2021.~~General, ~~The~~and ~~Company~~Administrative ~~generated~~expenses ~~from~~due ~~CNTNR~~to acompany ~~total~~downsizing. ofThe Company’s net loss was $70578,~~000~~717 for the fiscal year ended June 30, ~~2023~~2024 incompared ~~other~~to ~~income,~~net loss of ~~which~~ $201,~~000~~226,311 ~~was~~for ~~generated~~the ~~for~~fiscal ~~consulting~~year ~~fees,~~ended ~~and~~June ~~$50~~30,~~000~~ ~~for financing arrangement fee~~2023. The ~~See~~net ~~further~~losses ~~discussion~~are onprimarily ~~Note~~a ~~10–~~result ~~Note~~of ~~receivable~~operating toexpenses, ~~the~~and ~~Financial~~interest ~~Statements~~expenses.

~~During~~Liquidity our fiscal year 2023, total operating expenses were $1,118,537 compared to $1,230,468 for the same period in 2022. The decrease in operating expenses is primarily a result of a decrease in Selling, General, and ~~Administrative~~Capital expenses due to company downsizing. The Company’s net loss was $1,226,311 for the fiscal year ended June 30, 2023 compared to net loss of $1,288,802 for the fiscal year ended June 30, 2022. The net losses are primarily a result of operating expenses, and interest expenses. Resources

~~Liquidity~~Our ~~and~~cash ~~Capital~~balance ~~Resources~~at June 30, 2024 was zero compared to $143,861 at June 30, 2023. We do not believe these cash reserves are sufficient to cover our expenses for our operations for the next 12 months. We will require additional funding for our ongoing operations.

~~Our~~During ~~cash~~the ~~balance~~fiscal atyears ended June 30, ~~2023~~2024, ~~was~~and ~~$143~~2023,~~861~~ ~~compared~~we toreceived $~~325~~45,250, atand ~~June 30~~$250,000, ~~2022. We~~from doa ~~not~~line ~~believe~~of ~~these~~credit ~~cash~~from ~~reserves~~a ~~are~~related ~~sufficient~~party, torespectively. The ~~cover~~outstanding ~~our~~balance ~~expenses~~was ~~for~~settled ~~our~~with ~~operations for~~ the ~~next~~Debt 12Consolidation ~~months~~Agreement. See Wefurther ~~will~~discussion ~~require~~on ~~additional~~Note ~~funding~~11 ~~for~~- ~~our~~Debt ~~ongoing~~Consolidation ~~operations~~Agreement.

AsIn ofaddition, ~~our~~in the fiscal ~~year~~years ended June 30, 2024, and 2023, we received $~~260~~994,~~000~~623, ~~from a line of credit from a related party,~~ and ~~an additional~~ $1,000,000 from a promissory note issued by a related party, respectively.

~~During~~On ~~our~~April ~~fiscal year ended June 30~~1, ~~2023~~2024, the Company ~~issued~~settled ~~common stock valued at~~ $~~624~~250,~~344~~000 in ~~connection~~accounts ~~with settlement of stock~~ payable, ~~which~~and ~~included~~ $~~594~~33,~~344~~218 ~~associated~~in ~~with~~accrued ~~the~~expenses ~~settlement~~with of a ~~convertible~~related ~~promissory~~party ~~note~~ with ~~Steve~~the ~~Hall,~~Debt ~~and~~Consolidation ~~$30,000~~Agreement. See ~~related~~further todiscussion ~~settlement~~on ofNote ~~compensation~~11 ~~due~~– toDebt ~~Richard~~Consolidation ~~Cutler for $20,000, and Christopher Mulgrew for $10,000~~Agreement.

InDuring ~~addition,~~our wefiscal ~~intend~~year toended ~~raise~~June ~~funds~~30, ~~through~~2023, the ~~sale~~Company ofissued ~~equity~~common ~~and~~stock ~~debt~~valued ~~securities.~~at If$624,344 wein ~~cannot~~connection ~~raise~~with ~~any~~settlements ~~additional~~of ~~financing~~stock ~~prior~~payable, towhich ~~the~~included ~~expiration~~$594,344 ofassociated with the ~~first~~settlement ~~quarter~~ of ~~2024,~~a weconvertible ~~believe~~promissory wenote ~~will~~with beSteve ~~able~~Hall, and $30,000 related to ~~obtain~~settlements ~~loans~~of ~~from~~compensation ~~management~~due into ~~the~~Richard ~~future,~~Cutler iffor ~~necessary~~$20,000, ~~but~~and ~~have~~Christopher noMulgrew ~~agreement~~for ~~in writing~~$10,000.

WeIn ~~are~~addition, awe ~~smaller~~intend ~~reporting company and have accumulated losses~~ to ~~date.~~raise ~~Under~~funds athrough ~~limited~~the ~~operations~~sale ~~scenario~~of toequity ~~maintain~~and ~~our~~debt ~~corporate~~securities. ~~existence,~~If we ~~believe~~cannot weraise ~~will~~any ~~require~~ additional ~~funds~~financing ~~over~~prior to the ~~next~~expiration 12of ~~months~~the tofirst ~~complete~~quarter ~~our~~of ~~regulatory~~2024, ~~reporting~~we ~~and~~believe ~~filings. However,~~ we will ~~require~~be ~~maximum~~able ~~participation~~to ~~through~~obtain ~~private~~loans ~~placements~~from management in the future, orif ~~alternative~~necessary, ~~financing~~but tohave ~~implement~~no ~~our~~agreement ~~business~~in ~~plan~~writing.

~~There~~We are noa ~~assurances~~smaller ~~that~~reporting wecompany and ~~will~~have beaccumulated ~~able~~losses to ~~obtain~~date. ~~further~~Under ~~funds~~a ~~required~~limited ~~for our continued~~ operations. ~~Even~~scenario ifto ~~additional~~maintain ~~financing~~our iscorporate ~~available~~existence, itwe ~~may~~believe ~~not~~we bewill ~~available~~require onadditional ~~terms~~funds weover ~~find~~the ~~favorable.~~next ~~Failure~~12 months to ~~secure~~complete ~~the~~our ~~needed~~regulatory ~~additional~~reporting ~~financing~~and filings. However, we will ~~have~~require anmaximum ~~adverse~~participation ~~effect~~through onprivate ~~our~~placements, ~~ability~~or alternative financing to ~~remain~~implement inour business plan.

~~Plan~~There ofare ~~Operation~~no ~~and~~assurances ~~Funding~~that we will be able to obtain further funds required for our continued operations. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing will have an adverse effect on our ability to remain in business.

WePlan ~~expect~~of ~~that~~Operation ~~working capital requirements will continue to be funded through equity offerings, warrant exercises,~~ and ~~related party advances in the near future. We have no guarantees or firm commitments that the related party advances will continue in the near future.~~ Funding

~~Existing~~We ~~working~~expect ~~capital,~~that ~~further~~working ~~advances, together with anticipated~~ capital ~~raises~~requirements ~~are~~will ~~expected~~continue to be ~~adequate~~funded tothrough ~~fund~~equity ~~our~~offerings, ~~operations~~warrant ~~over the next twelve months~~exercises, ~~but~~and ~~there~~related isparty noadvances ~~guarantee that we will be successful~~ in ~~raising enough capital, or that we will receive~~ the ~~cash~~near ~~flow required to fund our operations~~future. We have no ~~lines~~guarantees ~~of credit with banking institutions~~ or ~~other~~firm ~~bank~~commitments ~~financing~~that ~~arrangements,~~the ~~we do have a line of credit form a~~ related party ~~(see~~advances ~~Note~~will 7continue toin the ~~Financial~~near ~~Statements)~~future. ~~Generally, we have financed operations to date through proceeds from convertible loans.~~

11Existing ~~Table~~working capital, further advances, together with anticipated capital raises are expected to be adequate to fund our operations over the next twelve months, but there is no guarantee that we will be successful in raising enough capital, or that we will receive the cash flow required to fund our operations. We have no lines of ~~Contents~~credit with banking institutions or other bank financing arrangements. Generally, we have financed operations to date through proceeds from convertible loans.

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences, or privileges senior to our common stock. Additional financing may not be available ~~upon~~on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to continue our operations.

Material Commitments

As of the date of this annual report, we have entered into various commitments on loan obligations or capital options. For a discussion of the related items, please see Notes 5 to 10 to the Financial Statements.

~~Purchase~~11 Table of ~~Significant Equipment~~Contents

WePurchase doof ~~not~~Significant ~~intend to purchase any significant equipment during the next twelve months.~~ Equipment

~~Off-Balance~~We ~~Sheet~~do ~~Arrangements~~not intend to purchase any significant equipment during the next twelve months.

~~As of the date of this annual report, we do not have any off~~Off-~~balance~~Balance ~~sheet~~Sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.Arrangements

~~Going~~As ~~Concern~~of the date of this annual report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

AsGoing ~~reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately $12,108,487 at June 30, 2023 and net loss from operations of $1,118,537.~~Concern

~~The~~As ~~Company~~reflected ~~does~~in ~~not~~the ~~yet~~accompanying ~~have a history of~~ financial ~~stability. Historically~~statements, the ~~principal~~Company ~~source~~had ofan ~~liquidity~~accumulated ~~has~~deficit ~~been the issuance~~ of ~~equity~~approximately ~~securities~~$12, ~~proceeds from convertible loans~~687,204 ~~and~~at ~~related~~June ~~party advances. In addition~~30, ~~the~~2024 ~~Company is in the development stage~~ and ~~has~~net ~~accumulated~~loss ~~losses~~from ~~since~~operations ~~inception.~~of ~~These factors raise substantial doubt about the Company’s ability to continue as a going concern~~$578,717.

The ~~ability of the~~ Company todoes ~~continue~~not ~~operations~~yet ishave ~~dependent~~a onhistory ~~the~~of ~~success~~financial ofstability. ~~Management’s~~Historically, ~~plans~~the ~~and~~principal ~~raising~~source of ~~capital~~liquidity ~~through~~has been the issuance of equity securities, ~~until~~proceeds ~~such~~from ~~time~~convertible ~~that~~loans, ~~funds~~and ~~provided~~related byparty ~~operations~~advances. ~~are~~In ~~sufficient~~addition, the Company is in the development stage and has accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to ~~fund~~continue ~~working~~as ~~capital~~a ~~requirements~~going concern.

The ~~Company~~ability ~~will~~of ~~require~~the ~~additional~~Company ~~funding~~ to ~~finance~~continue ~~its~~ operations asis ~~well~~dependent ason tothe ~~identify,~~success ~~negotiate~~of ~~and~~Management’s ~~materialize~~plans aand ~~business~~raising ~~combination~~of ~~with~~capital athrough ~~target business. The Company believes its current available cash may be insufficient to meet its cash needs for~~ the ~~near~~issuance ~~future.~~of ~~There~~equity ~~can~~securities, beuntil nosuch ~~assurance~~time that ~~financing~~funds ~~will~~provided beby ~~available~~operations inare ~~amounts~~sufficient ~~or terms acceptable~~ to ~~the~~fund ~~Company,~~working ifcapital ~~at all~~requirements.

The ~~accompanying~~Company ~~financial~~will ~~statements~~require ~~have~~additional ~~been~~funding ~~prepared~~to onfinance aits ~~going~~operations ~~concern~~as ~~basis,~~well ~~which~~as ~~contemplates~~to ~~the~~identify, ~~realization~~negotiate ~~of assets~~ and ~~the~~materialize ~~satisfaction~~a ofbusiness ~~liabilities~~combination inwith ~~the~~a ~~normal~~target ~~course of~~ business. ~~These~~The ~~financial~~Company ~~statements~~believes doits ~~not~~current ~~include~~available ~~any~~cash ~~adjustments~~may ~~relating~~be insufficient to ~~the~~meet ~~recovery~~its ofcash ~~the~~needs ~~recorded~~for ~~assets~~the ornear ~~the~~future. ~~classification~~There ofcan ~~the~~be ~~liabilities~~no assurance that ~~might~~financing will be ~~necessary~~available ~~should~~in ~~the~~amounts ~~Company~~or beterms ~~unable~~acceptable to ~~continue~~the asCompany, aif ~~going~~at ~~concern~~all.

~~Critical~~The ~~Accounting~~accompanying ~~Policies~~financial statements have been prepared on a going concern basis, which contemplates the realization of assets and ~~Estimates~~the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

~~For~~Critical aAccounting ~~discussion~~Policies ~~of our accounting policies~~ and ~~related items, please see the Notes to the Financial Statements, included in Item 8.~~Estimates

~~Item~~For ~~7A.~~a ~~Quantitative~~discussion of our accounting policies and ~~Qualitative~~related ~~Disclosure~~items, ~~About~~please ~~Market~~see ~~Risk~~the Notes to the Financial Statements, included in Item 8.

~~Not~~Item ~~applicable~~7A. Quantitative and Qualitative Disclosure About Market Risk.

12Not ~~Table~~applicable. ~~of Contents~~

~~Item~~12 8.Table ~~Financial~~of ~~Statements and Supplementary Data.~~Contents

~~Contents~~Item 8. Financial Statements and Supplementary Data.

Part 1	FINANCIAL INFORMATION
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 5041)	F-2
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 6906)	F-3
	Balance Sheets as of June 30, 2023 and 2022	F-4
	Statements of Operations for the years ended June 30, 2023 and 2022	F-5
	Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2023 and 2022	F-6
	Statements of Cash Flows for the years ended June 30, 2023 and 2022	F-7
	Notes to Financial Statements	F-8

Contents

F-1 Table of Contents

Part 1	FINANCIAL INFORMATION

	Report of Independent Registered Public Accounting Firm (PCAOB ID: 05525)	F-2

	Report of Independent Registered Public Accounting Firm (PCAOB ID: 6906)

	Consolidated Balance Sheets as of June 30, 2024 and 2023	F-3

	Consolidated Statements of Operations for the years ended June 30, 2024 and 2023	F-4

	Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2024 and 2023	F-5

	Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023	F-6

	Notes to Consolidated Financial Statements	F-7

~~Report~~F-1 Table of ~~Independent Registered Public Accounting Firm~~Contents

ToREPORT ~~the~~OF ~~shareholders~~INDEPENDENT ~~and~~REGISTERED ~~the~~PUBLIC ~~board~~ACCOUNTING ~~of directors of Hawkeye Systems, Inc.~~FIRM

~~Opinion~~To on the ~~Financial~~Board ~~Statements~~of Directors and Stockholders of Hawkeye Systems, Inc.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheet of Hawkeye Systems, Inc. as of June 30, 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.Statements

~~Substantial~~We ~~Doubt~~have ~~about~~audited the accompanying consolidated balance sheet of Hawkeye Systems, Inc. (“the Company”) as of June 30, 2024, and the related consolidated statements of operations, changes in stockholders’s ~~Ability~~equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to ~~Continue~~as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as aof ~~Going~~June ~~Concern~~30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Going accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Concern

~~Basis~~The ~~for~~accompanying ~~Opinion~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, net losses, and negative cash flows from operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~These~~Basis ~~financial~~for statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Opinion

WeThese ~~conducted~~financial ~~our~~statements ~~audit~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB~~Company’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that we plan and perform the audit~~ to ~~obtain~~express ~~reasonable~~an ~~assurance~~opinion ~~about~~on ~~whether~~ the Company’s financial statements ~~are~~based ~~free~~on ofour ~~material misstatement, whether due to error or fraud~~audit. ~~The~~We ~~Company~~are isa ~~not~~public ~~required~~accounting tofirm ~~have,~~registered ~~nor~~with ~~were~~the wePublic ~~engaged~~Company toAccounting ~~perform,~~Oversight anBoard ~~audit~~(United ofStates) ~~its~~(PCAOB) ~~internal~~and ~~control over financial reporting. As part of our audits we~~ are required to ~~obtain~~be anindependent ~~understanding~~with ofrespect ~~internal~~to ~~control~~the ~~over~~Company ~~financial~~in ~~reporting~~accordance ~~but~~with ~~not~~the ~~for~~U.S. ~~the~~federal ~~purpose~~securities oflaws ~~expressing~~and anthe ~~opinion~~applicable onrules ~~the~~and ~~effectiveness~~regulations of the ~~Company’s~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission ~~financial~~and ~~reporting.~~the ~~Accordingly, we express no such opinion~~PCAOB.

~~Our~~We ~~audit~~conducted ~~included~~our ~~performing~~audit ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. ofThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~The ~~performing~~Company ~~procedures~~is ~~that~~not ~~respond~~required to ~~those~~have, ~~risks.~~nor ~~Such~~were ~~procedures~~we ~~included~~engaged ~~examining,~~to ~~on a test basis~~perform, ~~evidence~~an ~~regarding~~audit ~~the~~of ~~amounts~~its ~~and~~internal ~~disclosures~~control inover ~~the~~ financial ~~statements~~reporting. ~~Our~~As part of our audit, ~~also~~we ~~included~~are ~~evaluating~~required ~~the~~to ~~accounting~~obtain ~~principles~~an ~~used~~understanding ~~and~~of ~~significant~~internal ~~estimates~~control ~~made~~over byfinancial ~~management~~reporting, asbut ~~well~~not asfor ~~evaluating~~ the ~~overall~~purpose ~~presentation~~ of expressing an opinion on the ~~financial~~effectiveness ~~statements.~~of Wethe ~~believe~~Company’s ~~that~~internal ~~our~~control ~~audit~~over ~~provides~~financial areporting. ~~reasonable~~Accordingly, ~~basis~~we ~~for~~express ~~our~~no such opinion.

~~/S/~~Our BFaudit ~~Borgers~~included ~~CPA~~performing PCprocedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

BFCritical ~~Borgers~~Audit ~~CPA PC (PCAOB ID 5041)~~Matters

WeCritical ~~have~~audit ~~served~~matters asare matters arising from the ~~Company's~~current ~~auditor~~period ~~from~~audit ~~2018~~of the financial statements that were communicated or required to ~~2023~~be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

~~Lakewood~~Fruci & Associates II, COPLLC – PCAOB ID #05525We have served as the Company’s auditor since 2023. Spokane, Washington September 30, 2024

~~December~~F-2 ~~14,~~Table ~~2022~~of Contents

~~F-2~~HAWKEYE ~~Table~~SYSTEMS, ~~of Contents~~INC.

~~Report~~CONSOLIDATED ofBALANCE ~~Independent Registered Public Accounting Firm~~SHEETS

To the shareholders and the board of directors of Hawkeye Systems, Inc.

	June 30,			June 30,
	2024			2023
ASSETS
Current assets:
Cash	$	-		$	143,861
Prepaid expenses		2,500			2,370
Interest receivable		-			40,438
Loan receivable		-			800,000
Total current assets		2,500			986,669

Total assets	$	2,500		$	986,669

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities – related party	$	101,500		$	730,454
Accounts payable and accrued liabilities		9,262			13,644
Convertible note payable, net of discount - related party		-			500,000
Accrued interest – related party		58,891			298,158
Line of credit – related party		-			525,000
Promissory note payable – related party		1,994,623			1,000,000
Total current liabilities		2,164,276			3,067,256

Long-term liabilities:
Loan payable due to Eagle - JV partner		442,251			442,251

Total liabilities		2,606,527			3,509,507

Commitments and contingencies (Note 16)		-			-

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; 8,661,772, and 5,552,222 shares issued and outstanding, respectively		866			555
Additional paid-in capital		10,082,311			9,585,094
Accumulated deficit		(12,687,204	)		(12,108,487	)
Total stockholders’ deficit		(2,604,027	)		(2,522,838	)
Total liabilities and stockholders’ deficit	$	2,500		$	986,669

~~Opinion~~The onaccompanying ~~the~~notes ~~Financial~~are ~~Statements~~an integral part of these consolidated financial statements.

WeF-3 ~~have~~Table ~~audited the accompanying consolidated balance sheet~~ of Hawkeye Systems, Inc. (the “Company”) as of June 30, 2023, the related statement of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.Contents

~~Explanatory~~HAWKEYE ~~Paragraph~~SYSTEMS, ~~- Going Concern~~INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~financial~~OF statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, during the year ended June 30, 2023, the Company had a net loss of $1,226,311 and an accumulated deficit of $12,108,487. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.OPERATIONS

The Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Years Ended
	June 30,
	2024			2023

Sales	$	-		$	-
Cost of sales		-			-
Gross profit (loss)		-			-

Operating expenses:
General and administrative		63,933			89,260
Management compensation		213,417			622,551
Professional fees		96,040			156,726
Professional fees - related party		-			250,000
Total operating expenses		373,390			1,118,537

Loss from operations		(373,390	)		(1,118,537	)

Other income and (expense):
Other income		45,000			70,000
Interest income		103,556			40,438
Interest expense - related party		(353,883	)		(218,212	)
Total other income and (expense)		(205,327	)		(107,774	)

Loss before income tax		(578,717	)		(1,226,311	)

Income Tax Expense		-			-

Net loss	$	(578,717	)	$	(1,226,311	)

Net loss per common share - basic and diluted	$	(0.08	)	$	(0.23	)
Weighted average common shares outstanding - basic and diluted		6,911,718			5,236,347

~~Basis~~The ~~for~~accompanying ~~Opinion~~notes are an integral part of these consolidated financial statements.

~~These~~F-4 ~~financial~~Table ~~statements are the responsibility~~ of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. Contents

WeHAWKEYE conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatementSYSTEMS, ~~whether due to error or fraud~~INC.

~~Our~~CONSOLIDATED ~~audit~~STATEMENTS ~~included~~OF ~~performing~~CHANGES ~~procedures~~IN toSTOCKHOLDERS’ assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.EQUITY (DEFICIT)

/s/ Reliant CPA PC

					Additional
	Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
Balance, June 30, 2022		2,560,416	$	256	$	8,778,391		$	(10,882,176	)	$	(2,103,529	)

Common stock issued for common stock payable		1,741,667		174		624,170	)					624,344
Common stock issued for compensation		1,250,000		125		177,375			-			177,500
Stock based compensation – options		-		-		5,158			-			5,158
Shares issued for rounding to reflect the 1 for 10 reverse stock splits		139		-					-			-
Net loss		-		-					(1,226,311	)		(1,226,311	)
		-		-		-
Balance, June 30, 2023		5,552,222	$	555	$	9,585,094		$	(12,108,487	)	$	(2,522,838	)

Common stock issued for settlement of management compensation		3,109,550		311		497,217						497,528

Net loss									(578,717	)		(578,717	)
Balance, June 30, 2024		8,661,772	$	866	$	10,082,311		$	(12,687,204	)	$	(2,604,027	)

~~Reliant~~The ~~CPA~~accompanying PCnotes are an integral part of these consolidated financial statements.

~~Served~~F-5 asTable ~~Auditor~~of ~~since 2023~~Contents

~~Newport~~HAWKEYE ~~Beach~~SYSTEMS, CAINC.

~~October~~CONSOLIDATED 5,STATEMENTS ~~2023~~OF CASH FLOWS

F-3 Table of Contents

	Years Ended
	June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(578,717	)	$	(1,226,311	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – options and warrant		-			5,158
Common stock issued for services		497,528			177,500
Change in operating assets and liabilities:
Prepaid expense		(130	)		(1,038	)
Interest receivable		40,438			(40,438	)
Accounts payable and accrued liabilities		(37,600	)		6,008
Accounts payable and accrued liabilities – related party		(595,736	)		544,445
Accrued interest - related party		(239,267	)		218,212
Net cash used in operating activities		(913,484	)		(316,464	)

Cash flows from investing activities:
Settlement on note receivable		800,000			-
Loans advanced to CNTNR		-			(800,000	)
Net cash provided by (used in) investing activities		800,000			(800,000	)

Cash flows from financing activities:
Repayment on convertible note payable - related party		(500,000	)		-
Proceeds from line of credit - related party		45,250			260,000
Proceeds from promissory note payable – related party		994,623			1,000,000
Repayment on line of credit - related party		(570,250	)		-
Net cash provided by financing activities		(30,377	)		1,260,000

Net change in cash		(143,861	)		143,536
Cash beginning of period		143,861			325
Cash end of period	$	-		$	143,861

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Non-cash operating activities:
Interest expenses	$	593,150		$	-
Interest receivable	$	40,438		$	(40,438	)
Common stock issued for compensation	$	497,528		$	177,500

Non-cash investing activities:
Settlement on note receivable	$	800,000		$	-

Non-cash financing activities:
Repayment on convertible note payable - related party	$	(500,000	)	$	-
Repayment on line of credit - related party	$	(570,250	)	$	-

~~HAWKEYE~~ The ~~SYSTEMS,~~accompanying ~~INC~~notes are an integral part of these consolidated financial statements.

~~CONSOLIDATED~~F-6 ~~BALANCE~~Table ~~SHEETS~~of Contents

	June 30,			June 30,
	2023			2022
ASSETS
Current assets:
Cash	$	143,861		$	325
Prepaid expenses		2,370			1,333
Interest receivable		40,438			-
Loan receivable	800,000				-
Total current assets		986,669			1,658
Total assets	$	986,669		$	1,658
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities – related party	$	730,454		$	186,009
Accounts payable and accrued liabilities		13,644			7,637
Convertible note payable, net of discount - related party		500,000			500,000
Accrued interest – related party		298,158			79,946
Line of credit – related party		525,000			265,000
Promissory note payable – related party		1,000,000			-
Common stock payable - related party		-			624,344
Total current liabilities		3,067,256			1,662,936
Long-term liabilities:
Loan payable due to Eagle - JV partner		442,251			442,251
Total liabilities		3,509,507			2,105,187
Commitments and contingencies (Note 16)
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; 5,552,222 and 2,560,414 shares issued and outstanding, respectively		555			256
Additional paid-in capital		9,585,094			8,778,391
Accumulated deficit		(12,108,487	)		(10,882,176	)
Total stockholders’ deficit		(2,522,838	)		(2,103,529	)
Total liabilities and stockholders’ deficit	$	986,669		$	1,658

HAWKEYE SYSTEMS, INC.

~~The~~NOTES ~~accompanying~~TO ~~notes~~CONSOLIDATED ~~are~~FINANCIAL ~~an integral part of these consolidated financial statements.~~STATEMENTS

~~F-4~~For ~~Table~~the ofYears ~~Contents~~Ended June 30, 2024 and 2023

~~HAWKEYE~~Note ~~SYSTEMS,~~1 ~~INC.~~- Organization

~~CONSOLIDATED~~Hawkeye ~~STATEMENTS~~Systems, OFInc. ~~OPERATIONS~~(the “Company”), a Nevada corporation incorporated on May 15, 2018. Our previous focus was on pandemic management products and services. We are currently looking for investment opportunities in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From inception until the date of this filing our activities have primarily consisted of (i) liquidating our stock of personal protective equipment (“PPE”) products, (ii) the development of our business plan and the evaluation of strategic investment and business development strategies, including the execution of letters of intent and the provision of funding to a few selected target companies.

	Years Ended
	June 30,
	2023			2022
Operating expenses:
General and administrative		89,260			284,751
Management compensation		622,551			799,593
Professional fees		156,726			78,811
Professional fees - related party		250,000			61,500
Marketing		-			5,813
Total operating expenses		1,118,537			1,230,468
Loss from operations		(1,118,537	)		(1,230,468	)
Other income and (expense):
Other income		70,000			-
PPP loan forgiveness		-			17,293
Interest income		40,438			-
Interest expense - related party		(218,212	)		(95,363	)
Gain on investment in HIE		-			19,736
Total other income and (expense)		(107,774	)		(58,334	)
Net loss	$	(1,226,311	)	$	(1,288,802	)
Net loss per common share - basic and diluted	$	(0.23	)	$	(0.56	)
Weighted average common shares outstanding - basic and diluted		5,236,347			2,312,334

Note 2 - Summary of Significant Accounting Policies

~~The~~Basis ~~accompanying notes are an integral part~~ of ~~these consolidated financial statements.~~presentation

~~F-5~~The ~~Table~~accompanying financial statements were prepared in conformity with accounting principles generally accepted in the United States of ~~Contents~~America (“U.S. GAAP”).

~~HAWKEYE~~Use ~~SYSTEMS,~~of ~~INC.~~estimates

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

					Additional
	Common Stock				Paid-in			Accumulated			Stockholders’
	Shares		Amount		Capital			Deficit			Deficit
Balance, June 30, 2021 (Restated)		17,921,148	$	179	$	7,958,622		$	(9,713,661	)	$	(1,754,860	)
Cumulative-effect adjustment from adoption of ASU 2020-06		-		-		(169,354	)		120,287			(49,067	)
Common stock issued for settlement of account payable		30,000		3		29,970			-			30,000
Stock based compensation – options		-		-		482,200			-			482,200
Stock option cashless exercised		627,500		63		(63	)		-			-
Common stock issued for common stock payable		110,800		11		476,989			-			477,000
Net loss		-		-		-			(1,288,802	)		(1,288,802	)
Balance, June 30, 2022		2,560,416	$	256	$	8,778,391		$	(10,882,176	)	$	(2,103,529	)
Common stock issued for common stock payable		1,741,667		174		624,170			-			624,344
Common stock issued for compensation		1,250,000		125		177,375						177,500
Stock based compensation – options		-		-		5,158			-			5,158
Shares issued for rounding to reflect the 1 for 10 reverse stock split		139		-		-			-			-
Net loss									(1,226,311	)		(1,226,311	)
Balance, June 30, 2023		5,552,222	$	555	$	9,585,094		$	(12,108,487	)	$	(2,522,838	)

Cash

The ~~accompanying~~Company ~~notes~~considers ~~are~~cash in banks and other deposits with an ~~integral~~original ~~part~~maturity of ~~these~~three ~~consolidated~~months ~~financial~~or ~~statements~~less when purchased to be cash and cash equivalents. As of June 30, 2024, there was an overdraft of $2,617 which was recorded under accounts payable. The balances of cash equivalents were zero and $143,861 as of June 30, 2024, and 2023, respectively.

~~F-6~~Financial ~~Table of Contents~~instruments

~~HAWKEYE~~For ~~SYSTEMS~~certain of the Company’s financial instruments, ~~INC~~including cash, and convertible note payable, related party, the carrying amounts approximate their fair values due to their short maturities.

~~CONSOLIDATED~~Accounts ~~STATEMENTS~~receivable OFand ~~CASH~~allowance ~~FLOWS~~for doubtful accounts

	Years Ended
	June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(1,226,311	)	$	(1,288,802	)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness		-			(17,293	)
Stock based compensation – options and warrant		5,158			482,200
Common stock issued for services		177,500			-
Change in operating assets and liabilities:
Prepaid expense		(1,038	)		541
Interest receivable		(40,438	)		-
Accounts payable and accrued liabilities		6,008			(46,214	)
Accounts payable and accrued liabilities – related party		544,445			194,135
Accrued interest - related party		218,212			1,019
Common stock payable -- related party		-			147,344
Net cash used in operating activities		(316,464	)		(527,070	)
Cash flows from investing activities:
Gain on investment in HIE		-			(19,736	)
Loans advanced to CNTNR		(800,000	)		-
Net cash used in investing activities		(800,000	)		(19,736	)
Cash flows from financing activities:
Net proceeds from promissory note – related party	1,000,000				-
Net proceeds from line of credit –related party	260,000				265,000
Net cash provided by financing activities		1,260,000			265,000
Net change in cash		143,536			(281,806	)
Cash beginning of period		325			282,131
Cash end of period	$	143,861		$	325
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Common stock issued for settlement of accounts payable	$	-		$	30,000
Common stock issued in exchanged for common stock payable -related party	$	624,344		$	477,000
Replacement of Inventory financing payable to convertible note	$	-		$	500,000
Debt forgiveness	$	-		$	17,293
Stock option cashless exercise	$	-		$	627

Trade accounts receivable is recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.

The ~~accompanying~~Company ~~notes~~had ~~are~~no anbalance ~~integral~~on ~~part~~accounts ofreceivable ~~these~~and ~~consolidated~~allowance ~~financial~~for ~~statements~~doubtful accounts at June 30, 2024 or 2023.

F-7

Table of Contents

~~HAWKEYE SYSTEMS, INC.~~Inventory

~~NOTES~~The TOCompany ~~CONSOLIDATED~~has ~~FINANCIAL~~no ~~STATEMENTS~~inventory as of June 30, 2024, and 2023, respectively.

~~For~~Fair ~~the~~value ~~Years Ended June 30, 2023 and 2022~~measurements

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

~~Hawkeye~~Convertible ~~Systems,~~financial Inc. (the “Company”), a Nevada corporation incorporated on May 15, 2018. Our previous focus was on pandemic management products and services. We are currently looking for investment opportunities in diversified industries, such as affordable housing development, and technology applications to mitigate the effects of climate change. From inception until the date of this filing our activities have primarily consisted of (i) liquidating our stock of personal protective equipment (“PPE”) products, (ii) the development of our business plan and the evaluation of strategic investment and business development strategies, including the execution of letters of intent and the provision of funding to a few selected target companies.instruments

~~Note~~The 2Company bifurcates conversion options from their host instruments and accounts for them as free-standing ~~Summary~~derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of ~~Significant~~the ~~Accounting~~embedded ~~Policies~~derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP.

~~Basis~~When the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded for the intrinsic value of ~~presentation~~conversion options embedded in the instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

~~The~~Common ~~accompanying~~stock ~~financial~~purchase ~~statements~~warrants ~~were~~and ~~prepared~~derivative infinancial ~~conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).~~instruments

~~Use~~Common stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of ~~estimates~~net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). Contracts which (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) that contain reset provisions that do not qualify for the scope exception; are classified as liabilities. The Company assesses the classification of its common stock purchase warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required.

~~The~~F-8 ~~preparation~~Table of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. Significant estimates in the accompanying financial statements include useful lives of property and equipment, fair value assumptions used for stock-based compensation, and the valuation allowance on deferred tax assets.Contents

~~Cash~~ Income taxes

The Company ~~considers~~uses ~~cash~~the inasset ~~banks~~and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and ~~other~~deferred ~~deposits~~tax ~~with~~liabilities anare ~~original~~recognized ~~maturity~~for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~three~~assets ~~months~~and orliabilities ~~less~~and their tax bases. Deferred tax assets are reduced by a valuation allowance when, ~~purchased~~in tothe beopinion ~~cash~~of management, the Company does not foresee generating taxable income in the near future and ~~cash~~utilizing ~~equivalents.~~its ~~There~~deferred ~~were~~tax ~~$143~~asset,~~861~~ therefore, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and ~~$325~~liabilities asare ~~cash~~adjusted ~~equivalents~~for asthe effects of ~~June~~changes ~~30,~~in ~~2023~~tax laws and ~~2022,~~rates ~~respectively~~on the date of enactment.

~~Financial~~A ~~instruments~~tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any of the reporting periods presented.

~~For~~Revenue ~~certain of the Company’s financial instruments, including cash, and convertible note payable, related party, the carrying amounts approximate their fair values due to their short maturities.~~ recognition

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

~~Trade~~As ~~accounts~~of ~~receivable~~fiscal ~~are~~years ~~recorded~~ended atJune ~~the~~30, ~~invoiced~~2024, ~~amount~~ and do2023, ~~not bear interest. The allowance for doubtful accounts is~~ the Company’s ~~best~~had ~~estimate~~generated ofzero ~~the~~revenue ~~amount~~for ofboth ~~probable credit losses in its existing accounts receivable~~years.

~~The~~Cost ~~Company~~of ~~had no balance on accounts receivable and allowance for doubtful accounts at June 30, 2023 or 2022.~~sales

~~F-8~~Cost ~~Table~~of sales includes inventory costs and shipping and freight expenses. Since the Company did not generate any revenue during fiscal years ended June 30, 2024, and 2023, the Company incurred no cost of ~~Contents~~sales in both years.

~~Inventory~~Related parties

The Company ~~has~~follows noASC ~~inventory~~850, as“Related ofParty ~~June 30~~Disclosures,” ~~2023,~~for the identification of related parties and ~~2022,~~disclosure ~~respectively~~of related party transactions.

~~Fair~~Commitments ~~value~~and ~~measurements~~contingencies

~~When~~The ~~required~~Company tofollows ~~measure~~ASC ~~assets or liabilities at fair value~~450-20, ~~the~~“Loss ~~Company uses a fair value hierarchy based on the level of independent~~Contingencies,” ~~objective~~to ~~evidence~~report ~~surrounding~~accounting ~~the~~for ~~inputs used~~contingencies. ~~The~~Liabilities ~~Company~~for ~~determines~~loss ~~the~~contingencies ~~level~~arising ~~within~~from ~~the~~claims, ~~fair~~assessments, ~~value~~litigation, ~~hierarchy~~fines inand ~~which~~penalties ~~the~~and ~~fair~~other ~~value~~sources ~~measurements~~are inrecorded ~~their~~when ~~entirety~~it ~~fall. The categorization within the fair value hierarchy~~ is ~~based~~probable ~~upon the lowest level of input~~ that isa ~~significant~~liability tohas ~~the~~been ~~fair~~incurred ~~value measurement. Level 1 uses quoted prices in active markets for identical assets or liabilities, Level 2 uses significant other observable inputs,~~ and ~~Level~~the ~~3 uses significant unobservable inputs. The~~ amount of the ~~total~~assessment ~~gains~~can orbe ~~losses~~reasonably ~~for the period are included in earnings that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date~~estimated. ~~The Company has no assets or liabilities that are adjusted to fair value on a recurring basis.~~

~~Convertible~~F-9 ~~financial~~Table ~~instruments~~of Contents

~~The~~Basic ~~Company bifurcates conversion options from their host instruments~~ and ~~accounts~~diluted for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings asper they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when the host instrument is deemed to be conventional, as that term is described under applicable U.S. GAAP.share

~~When~~Basic ~~the~~earnings ~~Company~~per ~~has~~share ~~determined~~is ~~that~~calculated by dividing net income (loss) by the ~~embedded~~weighted ~~conversion~~average ~~options~~number ~~should~~of ~~not~~common beshares ~~bifurcated~~outstanding ~~from~~during ~~their~~the ~~host~~period. ~~instruments,~~Diluted ~~discounts~~earnings ~~are~~per ~~recorded~~share ~~for~~is calculated based on the ~~intrinsic~~weighted ~~value~~average number of ~~conversion~~common ~~options~~shares ~~embedded~~outstanding induring the ~~instruments~~period ~~based~~plus ~~upon~~ the ~~differences~~effect ~~between~~of ~~the~~potentially ~~fair~~dilutive ~~value~~common ofstock equivalents, including stock options, warrants to purchase the ~~underlying~~Company’s common stock, atand ~~the~~convertible ~~commitment~~note ~~date~~payable. ofFor the ~~transaction~~years ended June 30, 2024 and ~~the~~2023, ~~effective~~potentially ~~conversion~~dilutive ~~price~~common ~~embedded~~stock equivalents not included in the ~~instrument.~~calculation of diluted earnings per share because they were anti-dilutive are as follows:

Common stock purchase warrants and derivative financial instruments

	June 30, 2024		June 30, 2023
Warrants		-		239,401
Options		377,600		425,600
Convertible notes		-		6,455,847
Total Shares		377,600		7,120,848

~~Common~~The stock purchase warrants and other derivative financial instruments are classified as equity if the contracts (1) require physical settlement or net-share settlement, or (2) give the Company a choice of net-cash settlement or settlement in its own shares ~~(physical~~above ~~settlement~~have orbeen ~~net-share~~adjusted ~~settlement). Contracts which (1) require net-cash settlement (including a requirement~~ to ~~net~~reflect ~~cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty~~ a ~~choice of net~~ 1-~~cash settlement or settlement in shares (physical settlement or net~~for-~~share~~10 reverse ~~settlement),~~stock orsplit ~~(3)~~ that ~~contain~~became ~~reset~~effective ~~provisions~~on ~~that~~February 9, ~~do not qualify for the scope exception; are classified as liabilities~~2023. ~~The~~See ~~Company~~further ~~assesses~~discussion ~~the~~on ~~classification~~Note of13 ~~its~~– ~~common~~ stock ~~purchase~~reverse ~~warrants and other derivatives at each reporting date to determine whether a change in classification between equity and liabilities is required~~split.

~~Beneficial~~Stock-based ~~conversion feature~~compensation

~~The~~Stock-based ~~issuance~~compensation ofto ~~the~~employees ~~convertible~~and ~~debt~~non-employees ~~generated~~consists aof ~~beneficial~~stock ~~conversion~~options ~~feature (“BCF”)~~grants, ~~which~~warrants ~~arises~~to ~~when~~purchase acommon ~~debt~~stock, orand ~~equity~~restricted ~~security~~shares ~~is issued with an embedded conversion option~~ that isare ~~beneficial~~recognized ~~to the investor or~~ in the ~~money~~statement atof ~~inception~~operations ~~because~~based ~~the~~on ~~conversion~~their ~~option~~fair ~~has~~values anat ~~effective strike price that is less than~~ the ~~market~~date ~~price~~ of ~~the underlying stock at the commitment date~~grant. The ~~Company~~fair ~~recognized the BCF by allocating the intrinsic~~ value of the ~~conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per~~ share ~~and the fair value~~ of common stock ~~per~~is ~~share~~based on the ~~commitment~~trading ~~date,~~price ~~resulting in a discount on the convertible debt (recorded as a component~~ of ~~additional paid-in capital). The discount is amortized to interest expense over~~ the ~~term~~Company’s ~~of the convertible debt~~shares.

~~F-9 Table of Contents~~Option

~~Income~~The ~~taxes~~Company calculates the fair value of options and warrant grants utilizing the Black-Scholes pricing model. Assumptions used by the Company in using the Black-Scholes pricing model include:

~~The~~1) ~~Company~~volatility ~~uses~~based on the ~~asset~~Company’s ~~and~~average ~~liability~~volatility ~~method of accounting for income taxes~~rate, ~~whereby~~2) ~~deferred~~risk ~~tax~~free ~~assets~~interest ~~are~~rate ~~recognized~~based ~~for~~on ~~deductible~~the ~~temporary~~U.S. ~~differences,~~Treasury ~~and~~yield ~~deferred tax liabilities are recognized~~ for ~~taxable~~a ~~temporary~~term ~~differences.~~consistent ~~Temporary~~with ~~differences are~~ the ~~differences~~expected ~~between~~life ~~the reported amounts~~ of ~~assets~~the ~~and~~awards ~~liabilities~~in ~~and~~effect ~~their~~at ~~tax bases. Deferred tax assets are reduced by a valuation allowance when, in~~ the ~~opinion~~time of ~~management,~~ the ~~Company~~grant, ~~does~~3) ~~not~~the ~~foresee~~expected ~~generating~~life ~~taxable~~of ~~income in~~ the ~~near~~option ~~future and utilizing its deferred tax asset, therefore, it is more likely than not that some portion,~~ or ~~all of~~warrants, ~~the deferred tax assets will not be realized. Deferred tax assets~~ and ~~liabilities~~4) ~~are~~expected ~~adjusted~~cash ~~for~~dividend ~~the~~rate ~~effects of changes in tax laws and rates~~ on ~~the~~shares ~~date~~ of ~~enactment~~common stock.

AThe ~~tax~~amount ~~position~~of isstock-based compensation recognized asduring a ~~benefit~~period ~~only if it~~ is ~~“more~~based ~~likely~~on ~~than~~the ~~not”~~value ~~that~~of the ~~tax~~portion ~~position~~of ~~would~~the beawards ~~sustained~~that inare aultimately ~~tax~~expected ~~examination, with a tax examination being presumed~~ to ~~occur~~vest. The ~~amount~~resulting ~~recognized~~stock-based iscompensation ~~the~~expense ~~largest~~for ~~amount~~employee ofawards ~~tax benefit that~~ is ~~greater~~generally ~~than~~recognized ~~50% likely of being realized~~ on ~~examination.~~a ~~For~~straight- ~~tax~~line ~~positions~~basis ~~not~~over ~~meeting~~ the ~~“more~~vesting ~~likely~~period ~~than not” test, no tax benefit is recorded. The Company has no material uncertain tax positions for any~~ of the ~~reporting periods presented~~award.

~~Revenue~~There ~~recognition~~were no stock options granted during the fiscal years of 2024, and 2023.

~~Revenue is recorded in accordance with Accounting Standards Update (“ASU”) No. 2014~~F-~~09, Revenue~~10 ~~from~~Table ~~Contracts with Customers (“Topic 606”). Revenue is recognized from product sales when goods are shipped, title and risk~~ of loss have transferred to the purchaser, there are no significant vendor obligations, the fees are fixed or determinable, and collection is reasonably assured. Amounts billed to customers for shipping and handling are included in net sales. Costs associated with shipping and handling are included in cost of goods sold. The Company recognizes sales on a gross basis when it is considered the primary obligor in the transaction and on a net basis when it is considered to be acting as an agent. We record estimates for cash discounts, product returns, and other discounts in the period of the sale. This provision is recorded as a reduction from gross sales and the reserves are shown as a reduction of accounts receivable. Contents

AsRestricted ofShares ~~fiscal~~Granted ~~years ended June 30, 2023, and 2022, the Company had generated zero revenue~~ for ~~both years.~~Compensation

~~Cost~~On January 23, 2024, the Company issued 764,375 shares of ~~sales~~common stock in the amount of $112,300 to Christopher Mulgrew, the chief financial officer of the Company resigned from the position of chief financial officer and director of the Company on August 31, 2024, and 2,345,175 shares of common stock in the amount of $375,228 to Corby Marshall, the chief executive officer of the Company, as a performance bonus, for services rendered before December 1, 2023, respectively. The shares were issued at the trading price of the Company’s Common Stock as of December 1, 2023, equivalent to $0.16 per share.

~~Cost~~On ofJune ~~sales~~15, ~~includes~~2023, ~~inventory~~the ~~costs~~Company ~~and~~issued ~~shipping~~25,000 ~~and~~shares ~~freight~~of ~~expenses.~~common ~~Since~~stock in the ~~Company~~amount ~~had~~of ~~not~~$10,000 ~~generated~~to ~~any~~Christopher ~~revenue~~Mulgrew, ~~during~~and ~~fiscal~~50,000 ~~years~~shares ~~ended~~of ~~June~~common ~~30,~~stock ~~2023~~in the amount of $20,000 ~~and~~to ~~2022~~Richard Cutler, a member of the Company’s ~~incurred~~board noof ~~cost~~directors ofwho ~~sales~~resigned inon ~~both~~August ~~years~~19, 2022, as a performance bonus, respectively.

~~Related~~On ~~parties~~April 24, 2023, the Company issued 500,000 shares of common stock in the amount of $71,000 to Christopher Mulgrew, and 750,000 shares of common stock in the amount of $106,500 to Corby Marshall, as a performance bonus, respectively.

~~The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.~~Reclassifications

~~Commitments~~Certain ~~and~~prior ~~contingencies~~period amounts have been reclassified to conform with the current year’s presentation.

~~The~~Recent ~~Company follows ASC 450-20, “Loss Contingencies,” to report~~ accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.pronouncements

~~Basic~~Management has considered all recent accounting pronouncements issued and ~~diluted~~their ~~earnings~~potential ~~per~~effect ~~share~~on our financial statements. As of June 30, 2024, management believe that there are no recent accounting pronouncements that need to be addressed on this annual report.

~~Basic~~Note ~~earnings~~3 per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated based on the weighted average number of common shares outstanding during the period plus the effect of potentially dilutive common stock equivalents, including stock options, warrants to purchase the Company’s common stock, and convertible note payable. For the years ended June 30, 2023 and 2022, potentially dilutive common stock equivalents not included in the calculation of diluted earnings per share because they were anti-~~dilutive~~ ~~are~~Going ~~as follows:~~Concern

	June 30,2023		June 30,2022
Warrants		239,401		249,400
Options		425,600		425,600
Convertible notes		6,455,847		4,224,732
Total possible dilutive shares		7,120,848		4,899,732

The Company’s financial statements are prepared using U.S. GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

~~F-10~~During ~~Table~~the year ended June 30, 2024, the Company had a net loss of ~~Contents~~$578,717. As of June 30, 2024, the Company had an accumulated deficit of $12,687,204. The Company has not established sufficient revenue to cover its operating costs and will require additional capital to continue its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

~~The~~In ~~shares~~order ~~above~~to ~~have~~continue ~~been~~as ~~adjusted~~a going concern, the Company will need, among other things, additional capital resources. Management’s plan to ~~reflect~~obtain ~~a 1-~~such resources for~~-10 reverse~~ ~~stock~~the ~~split~~Company ~~that~~includes ~~became~~sales ~~effective~~of onequity ~~February 9~~instruments; traditional financing, ~~2023~~such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimum operating expenses. ~~See~~However, ~~further~~management ~~discussion~~cannot onprovide ~~Note~~any 13assurance –that ~~stock~~the ~~reverse~~Company ~~split~~will be successful in accomplishing this plan.

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

~~Stock~~F-~~based~~11 ~~compensation~~Table ~~to employees and non-employees consists~~ of stock options grants, warrants to purchase common stock, and restricted shares that are recognized in the statement of operations based on their fair values at the date of grant. The fair value of the share of common stock is based on the trading price of the Company’s share.Contents

~~Option~~Note 4 – Loan Payable Due to Eagle - JV Partner

~~The~~July ~~Company~~17, ~~calculates~~2020, the ~~fair~~Company ~~value~~entered into a membership agreement with Eagle Equities LLC (“Eagle”) and Ikon Supplies (“Ikon”) to form a Nevada Limited Liability Company, HIE, LLC (“HIE”) for the purpose of ~~options~~procuring, funding the purchase of and ~~warrant~~sale ~~grants~~of ~~utilizing~~PPE (the ~~Black-Scholes~~“Membership ~~pricing~~Agreement”). ~~model~~Subject to the provision of the Agreement, the interest of any net profits would be shared 33.3% ~~Assumptions~~among ~~used~~each bymember. If there is a loss in some or all of the capital, the Company inis ~~using~~contingently liable to contribute to repay 33.3% of the ~~Black-Scholes~~Origination ~~pricing~~Loan ~~model~~and ~~include:~~Additional Contribution and of any losses of HIE.

1)In ~~volatility based on~~ addition, the Company’s ~~average~~is ~~volatility~~obliged ~~rate,~~to 2)repay ~~risk~~1/3 ~~free interest rate based on the U.S. Treasury yield for a term consistent with the expected life~~ of the ~~awards~~loan incontributed ~~effect~~by atEagle ~~the~~or ~~time~~1/3 of the ~~grant,~~capital 3)paid ~~the~~by ~~expected~~Eagle according ~~life~~to of the ~~option~~Membership ~~or warrants, and 4) expected cash dividend rate on shares of common stock~~Agreement.

~~During~~HIE did not have any operating activities during the year ~~ending~~ended June 30, ~~2023~~2024. As of June 30, 2024 and ~~2022~~2023, ~~volatility~~the Company’s investment balance in HIE was ~~based~~$0, onand ~~average~~the ~~rates~~loan ~~for~~balance ~~trading~~payable ~~price~~to ofjoint ~~the~~venture ~~Company’s~~partner ~~share~~Eagle totaled $442,251, unchanged for two years.

~~The~~Note ~~amount~~5 ~~of stock~~-~~based~~ ~~compensation~~Related ~~recognized~~Party during a period is based on the value of the portion of the awards that are ultimately expected to vest. The resulting stock-based compensation expense for employee awards is generally recognized on a straight- line basis over the vesting period of the award.Transactions

~~There~~Related ~~were~~party notransactions ~~stock~~are ~~options~~described ~~granted~~in ~~during~~detail ~~the~~in ~~fiscal~~Note ~~year~~6, ofNote ~~2023~~7, ~~and~~Note ~~the~~8, ~~remaining~~Note $59,~~158~~ ofNote ~~stock-based~~11, ~~compensation~~and ~~awards~~Note ~~were vested in September 2022~~14.

~~Restricted~~Note ~~Shares~~6 ~~Granted~~– ~~for~~Inventory Financing ~~Compensation~~Payable – Related Party

On ~~April~~February 0919, ~~2023~~2021, Steve Hall, a shareholder of the Company, ~~issued~~advanced ~~500,000~~$1 ~~shares~~million ofto ~~common~~the ~~stock~~Company. The inpurpose of the ~~amount~~advance ofwas ~~$71,000~~to purchase inventory to ~~Christopher~~satisfy ~~Mulgrew,~~customer ~~the~~orders. ~~CFO,~~The ~~and~~advance ~~750,000~~would ~~shares~~be ofrepaid ~~common~~upon ~~stock~~cash inbeing received from the end customer. In addition to the principal amount of ~~$106~~the advance,~~500~~ the related party will be entitled to ~~Corby~~1/3 ~~Marshall,~~of the ~~CEO,~~gross profit earned on the transaction. The terms of the agreement are non-interest bearing. The creditor is 100% at risk as this is a ~~performance~~non-recourse ~~bonus,~~funding ~~respectively~~vehicle.

OnIn June ~~15,~~2021 ~~2023,~~ the Company ~~issued~~cancelled ~~25,000~~the ~~shares~~contemplated purchase of ~~common~~inventory ~~stock~~and inreturned ~~the amount of~~ $10500,000 to ~~Christopher~~Mr. ~~Mulgrew,~~Hall. ~~the~~Mr. ~~CFO,~~Hall ~~and~~agreed ~~50,000~~to ~~shares~~allow ~~of common stock in~~ the ~~amount~~Company ~~of $20,000~~ to ~~Richard~~retain ~~Cutler, a member of~~ the ~~Company’s~~balance ~~board~~to offund ~~directors~~future ~~who~~purchases ~~resigned~~and ongeneral ~~August~~operating ~~19, 2022, as a performance bonus, respectively~~expenses. ~~These two instances were recorded as common stock payable as of June 30, 2022.~~

~~Reclassifications~~On October 1, 2021, the Company and Steve Hall entered into a restated and amended promissory note, to consolidate and restate the terms pursuant to which Steve Hall had provided funds to the Company (the “Consolidated Note”). The Consolidated Notes consolidated and restated the terms of advances made on February 17, 2021, for $500,000 for inventory financing, February 18, 2021, for $500,000 for inventory financing, November 12, 2021, for $30,000 and December 13, 2021, for $75,000. In addition to consolidating the advances singled out above, the Consolidated Note included the extension of a line of credit of up to $1,000,000, from Steve Hall to the Company. The principal amount of the Consolidated Note, excluding the $1,000,000 line of credit, is $1,105,000, payable on demand at any time after October 1, 2022 (the “Due Date”), and accruing interest at a rate of 12% per year, if repaid within 90 days of the due date and 20% if repaid thereafter. Principal and interest due under the line of credit extended pursuant to the Consolidated Note shall be added to the principal amount due under the Consolidated Note and shall be payable pursuant to the same terms. The line of credit is due and payable on the Due Date unless extended. At the option of holder, the Consolidated Note is convertible, at any time, into shares of common stock at a conversion price of $0.02 per share.

~~Certain~~On ~~prior~~April ~~period~~1, ~~amounts~~2024, ~~have~~the ~~been~~accrued ~~reclassified~~interest toof ~~conform~~$240,274 ~~with~~and the ~~current~~principal ~~year’s~~balance ~~presentation~~of $500,000 were settled with a debt consolidated agreement. See note 11 – Debt Consolidation Agreement.

~~F-11~~Note ~~Table~~7 – Line of ~~Contents~~Credit – Related Party

~~Recent~~On ~~accounting~~October ~~pronouncements~~1, 2021, Steve Hall agreed to provide a line of credit of up to $1,000,000 to the Company with simple interest at a rate of 12% for the first 90 days, and simple interest at a rate of 20% per annum thereafter. All principal disbursed under the line of credit will accrue interest and be payable on the same terms as principal due under the Consolidated Note (see Note 6). The line of credit expired on October 1, 2022. Subsequently, the line of credit has been renewed and extended with same terms and a new maturity date of October 1, 2023.

~~Management~~On ~~has~~April ~~considered~~1, ~~all~~2024, ~~recent~~the ~~accounting~~accrued ~~pronouncements~~interest ~~issued~~of $182,092 and ~~their~~the ~~potential~~principal ~~effect~~balance onof ~~our~~$570,250 were ~~financial~~settled ~~statements~~with a debt consolidated agreement. See note 11 – Debt Consolidation Agreement.

~~In August 2020, the FASB issued ASU 2020~~F-~~06,~~12 ~~ASC~~Table ~~Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. The standard reduced the number~~ of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting; and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Contents

~~The~~Note ~~Company~~8 ~~early~~– ~~adopted~~Promissory ~~this~~Notes ~~standard~~Payable ~~effective~~– ~~July~~Related 1, 2021 using the modified retrospective approach transition method. Therefore, the condensed financial statements for the year ended June 30, 2022 are presented under the new standard, while the comparative period presented is not adjusted and continues to be reported in accordance with the Company’s historical accounting policy.Party

On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $1,000,000, as evidenced by a promissory note with an annual interest rate of 12% per year (the “Steve Hall Note”). 3The purpose of the Steve Hall Note was to provide the Company with a funding source to make a follow-on ~~Going~~investment ~~Concern~~in CNTNR USA, Inc., a Delaware corporation (“CNTNR”). On May 31, 2023 (or upon the closing of a debt financing), the Company will repay the outstanding principal balance of the Hall Note to Steve Hall and transfer to him 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the CNTNR Warrants as described below in Note 10 - Note Receivable.

~~The~~On ~~Company’s~~April ~~financial~~1, ~~statements~~2024, ~~are~~the ~~prepared~~entire ~~using~~accrued ~~U.S.~~interest ~~GAAP~~of $170,183 ~~applicable~~was tosettled with a ~~going~~debt ~~concern~~consolidated ~~which~~agreement. ~~contemplates~~Furthermore, the ~~realization~~note ofwas ~~assets~~consolidated ~~and~~with ~~liquidation~~various ofhistoric ~~liabilities~~loans, inand extends the ~~normal~~maturity ~~course~~date to December 31, 2025, with an annual interest rate of ~~business~~12%. See Note 11 – Debt Consolidation Agreement.

~~During~~As ~~the~~of ~~year ended~~ June 30, ~~2023~~2024, the ~~Company~~outstanding ~~had~~loan abalance ~~net~~was ~~loss of~~ $1,~~226~~994,~~311.~~623 with Asinterest of ~~June 30, 2023, the Company had an accumulated deficit of~~ $1258,~~108,487.~~891 ~~The~~accrued ~~Company~~from ~~has~~April ~~not~~2024 ~~established sufficient revenue~~ to ~~cover~~June ~~its operating costs and will require additional capital to continue its operating plan~~2024. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

InNote ~~order~~9 to– Accrued ~~continue~~Expenses as– aRelated going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimum operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing this plan.Party

~~There~~Between isSeptember no2021 ~~assurance~~to ~~that~~September 2022, the Company ~~will~~had beaccepted ~~able~~deposits toin ~~obtain~~the ~~sufficient~~total ~~additional~~amount ~~funds~~of ~~when~~$30,218 from ~~needed~~Central orNational ~~that such funds~~Gottesman, ~~if available~~Inc., ~~will~~on bea ~~obtainable~~sale onof ~~terms~~face ~~satisfactory~~masks toon ~~the~~behalf ~~Company.~~of InSteve ~~addition~~Hall, ~~profitability~~a ~~will~~shareholder ~~ultimately depend upon the level~~ of ~~revenues~~Hawkeye ~~received~~Systems, ~~from business operations~~Inc. ~~However~~Additionally, ~~there is no assurance that~~ the Company ~~will~~has ~~attain~~received ~~profitability.~~$3,000 ~~The~~from ~~accompanying~~Mr. ~~financial~~Hall ~~statements~~on doApril ~~not include any adjustments that might be necessary if the Company is unable to continue as a going concern~~2023.

~~Note~~On 4April –1, ~~Loan~~2024, ~~payable~~the ~~due~~accrued toexpenses ~~Eagle~~of -$33,218 JVwith ~~partner~~Mr. Hall was settled with a debt consolidated agreement. See Note 11 – Debt Consolidation Agreement.

July 17, 2020, the Company entered into a membership agreement with Eagle Equities LLC (“Eagle”) and Ikon Supplies (“Ikon”) to form a Nevada Limited Liability Company, HIE, LLC (“HIE”) for the purpose of procuring, funding the purchase of and sale of PPE (the “Membership Agreement”). Subject to the provision of the Agreement, the interest of any net profits would be sharedNote ~~33.3%~~10 ~~among~~– ~~each~~Note ~~member. If there is a loss in some or all of the capital, the Company is contingently liable to contribute to repay 33.3% of the Origination Loan and Additional Contribution and of any losses of HIE.~~ Receivable

InOn ~~addition~~February 27, 2023, the Company isand ~~obliged~~CNTNR USA, Inc. (“CNTNR”) entered into a promissory note under which the Company disbursed $200,000 to ~~repay~~CNTNR (the “CNTNR Note”). Subsequently, on April 6, 2023, the Company and CNTNR amended and restated the CNTNR Note (the “Amended CNTNR Note”). In the Amended CNTNR Note, the Company agreed to lend CNTNR the total principal amount of $1/3,000,000 (“Principal Amount”) with a commitment fee equivalent to 5% of the ~~loan~~Principal ~~contributed~~Amount. byCNTNR ~~Eagle~~further oragreed to pay the Company a monthly consulting fee of $5,000 beginning on March 1/3, 2023 that will continue until the Principal Amount is repaid. The balance of the ~~capital~~consulting ~~paid~~fee byis ~~Eagle~~recorded as an accounts receivable. ~~according~~As toof June 30, 2023, the ~~Membership~~accounts ~~Agreement.~~receivable has a zero balance.

F-The Amended CNTNR Note has an annual interest rate of 12% ~~Table~~and matures at the earlier of September ~~Contents~~30, 2023, or the closing of a material debt or equity financing. Upon maturity of the Amended CNTNR Note, CNTNR will pay to the Company all outstanding Principal Amount and interest, plus any outstanding consulting fee and issue the Company 10% of the issued and outstanding shares of CNTNR (equivalent to 6,170,879 shares).

~~HIE~~Moreover, ~~did~~the ~~not~~Amended ~~have~~CNTNR ~~any~~Note ~~operating~~includes ~~activities~~warrant ~~during~~coverage ~~the~~of ~~year~~one ~~ended~~warrant ~~June~~for ~~30,~~every ~~2023.~~share Asissued ofin ~~June~~repayment ~~30,~~of ~~2023~~the ~~and~~Principal ~~2022,~~Amount at the ~~Company’s~~closing ~~investment~~of ~~balance~~an inintended ~~HIE~~merger ~~was~~with $0CNTNR which is equal to 6,170,879 warrants. The ~~and~~warrants ~~the~~will ~~loan~~have ~~balance~~a ~~payable~~30% discount rate to ~~joint~~the ~~venture~~current ~~partner~~fair ~~Eagle~~market ~~totaled~~price ~~$442,251,~~of ~~unchanged~~the ~~for~~shares ~~two~~of ~~years~~CNTNR when exercised and will expire 36 months after April 6, 2023.

On April 1, 2024, the accrued interest of $143,994 and the principal balance of $1,563,000 were settled with a debt consolidated agreement. See Note 511 -– ~~Related~~Debt ~~Party~~Consolidation ~~Transactions~~Agreement.

~~Related~~F-13 ~~party~~Table ~~transactions~~of ~~are described in detail in Note 6, Note 7, Note 8, Note 9, Note 11, and Note 14.~~Contents

Note 611 – ~~Inventory~~ ~~Financing~~Debt ~~Payable~~Consolidation ~~– related party~~ Agreement

OnThe ~~February~~Company ~~19,~~and ~~2021,~~ Steve Hall, executed a ~~shareholder~~Debt ofConsolidation ~~the~~Agreement ~~Company,~~that ~~advanced~~was $effective as of April 1, ~~million~~2024, tothat consolidates the Company~~. The~~’s ~~purpose~~various ofhistoric ~~the~~loans ~~advance~~from ~~was~~Steve Hall to ~~purchase~~an ~~inventory~~amount toof ~~satisfy~~$1,770,713.10 (the ~~customer~~“Steve ~~orders.~~Hall ~~The~~Indebtedness”) ~~advance~~and ~~would~~the befinal ~~repaid~~consolidated ~~upon~~amount ~~cash~~was ~~being~~$1,708,000. The ~~received~~note ~~from~~extends the ~~end~~maturity ~~customer.~~date ~~In addition~~ to ~~the~~December ~~principal~~31, ~~amount~~2025, ofwith ~~the~~an ~~advance,~~annual ~~the~~interest ~~related~~rate ~~party~~of ~~will~~12%. beIn ~~entitled~~addition, toas ~~1/3~~consideration offor the ~~gross~~forbearance ~~profit~~and ~~earned~~extension onfrom Steve Hall, the ~~transaction.~~Company ~~The~~formally ~~terms~~assigned, ofthrough ~~the~~an ~~agreement~~Assignment ~~are~~and ~~non-interest~~Assumption ~~bearing.~~Agreement, ~~The~~the ~~creditor~~$1,753,247.34 isthat ~~100%~~was atdue ~~risk~~to asthe ~~this~~Company isfrom aCNTNR ~~non-recourse~~to ~~funding~~Steve ~~vehicle~~Hall directly.

InMr. ~~June~~Hall ~~2021~~agrees ~~the~~that ~~Company~~there ~~cancelled~~are ~~the~~no ~~contemplated~~rights ~~purchase~~ of ~~inventory and returned $500~~set-off,~~000 to~~ ~~Mr.~~counterclaim ~~Hall.~~or ~~Mr.~~any ~~Hall~~defenses ~~agreed~~ to ~~allow~~ the ~~Company~~obligations toof ~~retain~~ the ~~balance~~amounts toconsolidated ~~fund future purchases~~ and/or ~~general~~assigned ~~operating~~to ~~expenses~~Mr. Hall.

On ~~October~~April 1, ~~2021~~2024, the ~~Company~~various ~~and~~historical ~~Steve~~loans ~~Hall entered into a restated~~ and ~~amended promissory note, to consolidate and restate~~ the ~~terms~~CNTNR ~~pursuant to which Steve Hall had provided funds to the Company (the “Consolidated~~ Note~~”).~~ ~~The~~were ~~Consolidated Notes~~ consolidated ~~and~~amounting restated the terms of advances made on February 17, 2021, for $500,000 for inventory financing, February 18, 2021, for $500,000 for inventory financing, November 12, 2021, for $30,000 and December 13, 2021, for $75,000. In addition to ~~consolidating the advances singled out above, the Consolidated Note included the extension of a line of credit of up to~~ $1,~~000~~708,000, from Steve Hall to the Company. The principal amount of the Consolidated Note, excluding the $1,000,000 line of credit, is $1,105,000, payable on demand at any time after October 1, 2022 (the “Due Date”), and accruing interest at a rate of 12% per year, if repaid within 90 days of the due date and 20% if repaid thereafter. Principal and interest due under the ~~line~~Debt ofConsolidation ~~credit~~Agreement ~~extended~~as pursuant to the Consolidated Note shall be added to the principal amount due under the Consolidated Note and shall be payable pursuant to the same terms. The line of credit is due and payable on the Due Date unless extended. At the option of holder, the Consolidated Note is convertible, at any time, into shares of common stock at a conversion price of $0.02 per share.follows:

The Consolidated Note’s Due Date was extended to September 30, 2023.

Reference	Principal			Interest			Total Consolidated Amount
Footnote 6 – Inventory Financing Payable	$	500,000		$	240,274		$	740,274
Footnote 7 – Line of Credit		570,250			182,092			752,342
Footnote 8 – Promissory Notes Payable		1,708,000			170,783			1,878,783
Footnote 9 – Accrued Expenses - Face Mask		33,218			-			33,218
Footnote 10 – Note Receivable		(1,563,000	)		(143,994	)		(1,706,994	)
Footnote 14 – Consulting Agreement		250,000			-			250,000
Additional Fund Received		(239,623	)		-			(239,623	)
Final Debt Consolidation Agreement Amount	$	1,258,845		$	449,155		$	1,708,000

~~As of June 30, 2023, and 2022, the accrued interest under the Consolidated~~ Note ~~was~~12 ~~$164,932,~~- ~~and~~Stockholders’ ~~$64,932, and the principal balance was $500,000 at the end of both years, respectively.~~ Equity

~~Note~~Common ~~7 – Line of Credit – related party~~Stock

On2024 ~~October~~Stock 1, 2021, Steve Hall agreed to provide a line of credit of up to $1,000,000 to the Company with simple interest at a rate of 12% for the first 90 days, and simple interest at a rate of 20% per annum thereafter. All principal disbursed under the line of credit will accrue interest, and be payable on the same terms as principal due under the Consolidated Note (see Note 6). The line of credit expired on October 1, 2022. Subsequently, the line of credit has been renewed and extended with same terms and a new maturity date of October 1, 2023.Issuances

As of June 30, 2023, and 2022, the outstanding principal of the line of credit totaled $525,000, and $265,000 with accrued interest of $101,238, and $15,015, respectively.

	·	Issued 764,375 shares of common stock valued at $122,300 to Christopher Mulgrew, the CFO, to settle debts for past due compensation for services rendered before December 1, 2023.
	·	Issued 2,345,175 shares of common stock valued at $375,228 to Corby Marshall, the CEO to settle debts for past due compensation for services rendered before December 1, 2023.

~~Note~~2023 8Stock ~~– Promissory notes payable – related party~~Issuances

On· ~~March~~Issued 291, ~~2023~~666,667 ~~Steve~~shares ~~Hall~~of ~~provided~~common ~~the~~stock ~~Company~~valued ~~with~~at a$594,344 ~~loan~~associated inwith the ~~principal~~settlement of two convertible notes to Steve Hall in aggregate amount of $1500,000~~,000,~~ asand ~~evidenced~~accrued byinterest aof ~~promissory~~$94,344. ~~note~~· ~~with~~Issued an139 ~~annual~~shares ~~interest~~of ~~rate~~common ~~of 12%~~stock ~~per~~valued ~~year~~$0 ~~(the~~due ~~“Steve~~to ~~Hall~~round ~~Note”).~~up ~~The~~shares ~~purpose~~on ofstock ~~the~~reverse ~~Steve~~split. ~~Hall~~See Note ~~was~~13 tofor ~~provide~~further ~~the~~discussion. ~~Company~~· ~~with~~Issued a500,000 ~~funding~~shares ~~source~~of tocommon ~~make~~stock afor ~~follow-on~~compensation ~~investment~~of in$71,000 ~~CNTNR~~to ~~USA,~~Christopher ~~Inc.~~Mulgrew, athe ~~Delaware corporation (“CNTNR”)~~CFO. On· ~~May~~Issued 3125,000 ~~2023~~shares ~~(or~~of ~~upon~~common ~~the~~stock ~~closing~~for compensation of a$10,000 ~~debt~~to ~~financing)~~Christopher Mulgrew, the ~~Company~~CFO. ~~will~~· ~~repay~~Issued ~~the~~750,000 ~~outstanding~~shares ~~principal balance~~ of ~~the~~common ~~Hall~~stock ~~Note~~for compensations to ~~Steve~~Corby ~~Hall~~Marshall, ~~and~~the ~~transfer~~CEO. to· ~~him~~Issued ~~90%~~50,000 ~~of the~~ shares of ~~CNTNR,~~common ~~issued~~stock byfor ~~CNTNR~~compensations toof ~~the~~$20,000 ~~Company pursuant~~ to ~~the~~Richard ~~Company’s investment in CNTNR~~Cutler, ~~plus~~a ~~90%~~member of the ~~CNTNR~~Company’s ~~Warrants~~board asof ~~described~~directors ~~below~~who inresigned ~~Note~~on 10August -19, ~~Note Receivable~~2022.

F-1314 Table of Contents

AsStock ofPurchase June 30, 2023, the outstanding loan balance was $1,000,000 with accrued interest of $31,989. This note is past its maturity date. The Company is currently working with Mr. Hall to restructure the note and extend its maturity date.Warrants

~~Note~~Transactions 9in ~~– Accrued~~stock ~~expenses~~purchase –warrants ~~related~~for ~~party~~the years ended June 30, 2024 and 2023 are as follows:

Between September 2021 to September 2022, the Company had accepted deposits in the total amount of $30,218 from Central National Gottesman, Inc., on a sale of face masks on behalf of Steve Hall, a shareholder of Hawkeye Systems, Inc. As of June 30, 2023, the deposits remain with the Company and have not been sent to Mr. Hall. In addition, there are no fixed repayment terms or any repayment arrangement on this accrued liability.

	Number of			Weighted Average
	Warrants			Exercise Price
Balance at June 30, 2023		239,401		$	1.04
Expired		-			-
Balance at September 30, 2023		239,401			1.04
Expired		-			-
Balance at December 31, 2023		239,401			1.04
Expired		-			-
Balance at March 31, 2024		239,401			1.04
Expired		(239,401	)		(1.04	)
Balance at June 30, 2024		-		$	-

~~Note 10~~The –Company ~~Note~~had ~~receivable~~not issued any warrants to purchase common stock in the years ended June 30, 2024 and 2023, respectively.

OnStock February 27, 2023, the Company and CNTNR USA, Inc. (“CNTNR”) entered into a promissory note under which the Company disbursed $200,000 to CNTNR (the “CNTNR Note”). Subsequently, on April 6, 2023, the Company and CNTNR amended and restated the CNTNR Note (the “Amended CNTNR Note”). In the Amended CNTNR Note, the Company agreed to lend CNTNR the total principal amount of $1,000,000 (“Principal Amount”) with a commitment fee equivalent to 5% of the Principal Amount. CNTNR further agreed to pay the Company a monthly consulting fee of $5,000 beginning on March 1, 2023 that will continue until the Principal Amount is repaid. The balance of the consulting fee is recorded as an accounts receivable. As of June 30, 2023, the accounts receivable has a zero balance.Options

~~The~~During ~~Amended~~2019, ~~CNTNR~~the ~~Note~~Company’s ~~has~~board ~~an annual interest rate~~ of ~~12%~~directors ~~and~~approved ~~matures at~~ the ~~earlier~~2019 ~~of September 30~~Directors, ~~2023~~Officers, orEmployees ~~the~~and ~~closing~~Consultants ofStock aOption ~~material~~Plan ~~debt~~(“Option orPlan”) ~~equity~~which ~~financing.~~authorized ~~Upon~~the ~~maturity~~issuance of ~~the~~options ~~Amended~~to ~~CNTNR~~purchase ~~Note,~~up ~~CNTNR will pay~~ to ~~the Company all outstanding Principal Amount and interest~~2,500,000 ~~plus any outstanding consulting fee and issue the Company 10% of the issued and outstanding~~ shares of ~~CNTNR~~common ~~(equivalent~~stock to 6its employees,~~170~~ directors,~~879~~ ~~shares)~~and consultants.

~~Moreover,~~During the ~~Amended~~fiscal ~~CNTNR~~years ~~Note~~ended ~~includes~~June ~~warrant~~30, ~~coverage~~2024, ofand ~~one~~2023, ~~warrant for every share issued in repayment of~~ the ~~Principal~~Company ~~Amount~~had atnot ~~the~~granted ~~closing~~any ofstock ~~an intended merger with CNTNR which is equal to 6,170,879 warrants~~options. ~~The~~And ~~warrants~~all ~~will~~stock ~~have~~options awere ~~30%~~vested ~~discount~~at ~~rate to~~ the ~~current~~end ~~fair market price~~ of ~~the~~1st ~~shares~~quarter of ~~CNTNR~~fiscal ~~when~~year ~~exercised and will expire 36 months after April 6,~~ 2023. ~~Both the shares and warrant shares have not been issued as of June 30, 2023 and will be recorded at fair value as financing income upon issuance at settlement.~~

As ~~the interest is calculated on the total balance~~ of the ~~available loan of $1,000,000 starting on the~~ date of ~~the~~this ~~first~~annual ~~transfer~~report, onthere ~~February~~are 28377,600 ~~2023,~~shares ~~the CNTNR~~of ~~Note~~stock ~~and~~options ~~the~~exercisable, ~~Amended~~of ~~CNTNR~~which ~~Note~~all ~~have~~are ~~accrued~~granted ~~interest~~as ofnon-statutory ~~$40~~stock options,~~438 with~~ anoutside ~~outstanding principal~~ of ~~$800,000 as~~the ofOption ~~year ended June 30, 2023~~Plan.

OnTransactions ~~May~~in ~~23,~~stock ~~2022,~~options for the ~~board~~years ofended ~~directors~~June ~~granted Richard Cutler~~30, ~~former director who had resigned in August 2022~~2024, ~~50,000~~and ~~shares (it was 500~~2023,~~000~~ ~~shares~~are ~~prior to the reverse stock split described in Note 13) of restricted common stock valued at $20,000, with an exercise price of $0.4 per share. The shares were granted~~ as ~~consideration for services granted. All shares are restricted until an acquisition or reverse takeover of the Company.~~follows:

On May 23, 2022, the board of directors granted Chris Mulgrew, the Company’s Chief Financial Officer, 25,000 shares (it was 250,000 shares prior to the reverse stock split described in Note 13) of restricted common stock, valued at $10,000 with an exercise price of $0.04 per share. The shares were granted as consideration for services granted. All shares are restricted until an acquisition or reverse takeover of the Company.

						Weighted
	Number of			Weighted Average		Average Remaining Life
	Options			Exercise Price		(In Years)
Outstanding, June 30, 2022		425,600			1.41		4.41
Granted		-			-		-
Expired or Forfeited		-			-		-
Exercised		-			-		-
Outstanding, June 30, 2023		425,600			1.41		3.41
Granted		-			-		-
Expired or Forfeited		(48,000	)		-		-
Exercised		-			-		-
Outstanding, June 30, 2024		377,600		$	0.92		2.76

As(1) ofThese ~~June~~quantities ~~30,~~have ~~2023,~~been ~~and~~adjusted ~~2022,~~to ~~the~~reflect ~~Company~~a ~~reported common stock payable~~1-~~related~~for-10 ~~party~~reverse ~~of $0 and $624,344, which represents zero, and 1,741,667 (it was 17,416,667 shares prior to the~~ stock ~~reverse~~ split) ~~shares~~that ofbecame ~~common~~effective ~~stock~~on toFebruary ~~be issued~~9, ~~respectively~~2023.

~~F-14~~During ~~Table~~fiscal year 2023, the Company amortized expenses of ~~Contents~~$5,158 to the unrelated party, and $0 remains unamortized.

~~Note~~At 12the -fiscal ~~Stockholders’~~years ~~Equity~~ended of June 30, 2024, and 2023, the intrinsic value of the outstanding options was $0 in both years.

~~Common~~F-15 ~~Stock~~Table of Contents

~~2023~~Note 13 – Stock Reverse ~~Issuances~~Split

·Hawkeye filed ~~Issued~~a ~~1,666,667~~Form ~~shares~~ of ~~common~~8-K/A ~~stock~~on ~~valued~~March ~~at $594~~23,~~344~~ ~~associated~~2023 ~~with~~announcing the ~~settlement~~Company ofamended ~~two~~its ~~convertible~~Articles ~~notes to Steve Hall in aggregate amount~~ of ~~$500,000~~Incorporation ~~and accrued interest of $94,344. · Issued 139 shares of common stock valued $0 due~~ to ~~round~~effect upa ~~shares~~one-for-ten onreverse stock ~~reverse~~ split. ~~See~~(the ~~Note~~“Reverse 13Split”) ~~for~~of ~~further~~the ~~discussion.~~Company’s ~~Issued 500,000 shares of~~ common stock ~~for~~while ~~compensation~~par value of $~~71,000~~0.0001 per toshare ~~Christopher~~remain ~~Mulgrew,~~ the ~~CFO~~same. The ·Reverse ~~Issued~~Split ~~25,000~~was ~~shares~~approved ofby ~~common~~FINRA ~~stock~~on ~~for~~February ~~compensation of $10~~8,~~000~~ ~~to Christopher Mulgrew~~2023, ~~the~~and ~~CFO.~~became ·effective ~~Issued~~on ~~750,000~~February ~~shares of common stock for compensation to Corby Marshall~~9, ~~the CEO~~2023. ·All ~~Issued~~fractional ~~50,000~~ shares ofresulting ~~common~~from ~~stock~~the ~~for~~Reverse ~~compensation~~Split ofwere ~~$20,000~~rounded up to ~~Richard~~the ~~Cutler,~~nearest awhole ~~member~~share, ofwhich ~~the~~results ~~Company’s~~in ~~board~~an ofadditional ~~directors~~139 ~~who~~shares ~~resigned~~issued onfor ~~August 19, 2022~~rounding.

~~2022~~As ~~Stock~~a ~~Issuances~~result of the Reverse Split, the Company had 4,227,222 shares of common stock issued and outstanding on February 8, 2023. In addition, at the effective time of the Reverse Split, all common shares, warrants, options and the related financial information as filed in the Quarterly Report on Form 10-Q of 3rd quarter, and in this Annual Report on Form 10-K were retroactively restated to reflect the 1-for-10 reverse stock split for all past and current periods presented.

· Issued 300,000 shares of common stock to Tysdco valued at $30,000 associated with the settlement of Accounts Payable of $30,000 on consultant fee. Shares were reduced to 30,000 to reflect the 1-for-10 reverse stock split on 02/09/2023. See Note 1314 ~~for~~– Consulting ~~further discussion. Issued 464,570 shares of common stock valued $200,000 for stock payable to Financial Ventures Group. Shares were reduced to 46,457 to reflect the 1~~Agreement -~~for-10~~ Related ~~reverse~~Party stock split on 02/09/2023. See Note 13 for further discussion. · Issued 643,430 shares of common stock valued $277,000 for stock payable to Steve Hall. Shares were reduced to 64,343 due to stock reverse split on 02/09/2023. See Note 13 for further discussion. · Issued 6,275,000 shares of common stock for cashless exercise of 7,900,000 stock options. Shares were reduced to 627,500 to reflect the 1-for-10 reverse stock split on 02/09/2023. See Note 13 for further discussion.

	·	On September 1, 2021, Steve Hall converted a note with a principal amount of $500,000 and the associated accrued interest of $94,344 into 16,666,667 shares of common stock at $0.03566 per share. The transaction was being classified as a common stock payable-related party as of June 30, 2022. The shares were registered on July 28, 2022. Furthermore, shares were reduced to 1,666,667 to reflect the 1-for-10 reverse stock split on 02/09/2023. See Note 13 for further discussion.
		On May 23, 2022, the board of directors granted Chris Mulgrew, a related party 250,000 shares of restricted common stock, respectively with conversion value of $0.04 per share. The shares were granted as consideration for services. All shares are restricted until an acquisition or reverse takeover of the Company. 25,000 shares of stock were issued on February 10, 2023 to reflect the 1-for-10 reverse stock split on 02/09/2023. See Note 13 for further discussion.
	·	On May 23, 2022, the board of directors granted Richard Cutler, a related party 500,000 shares of restricted common stock, respectively with conversion value of $0.04 per share. The shares were granted as consideration for services. All shares are restricted until an acquisition or reverse takeover of the Company. 50,000 shares of stock were issued on February 10, 2023 to reflect the 1-for-10 reverse stock split on 02/09/2023. See Note 13 for further discussion.

On January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder of the Company, to provide real estate and development consulting services, including the supervision of the Company’s senior management, staff and all personnel, whether employees or consultants, strategic planning, property acquisitions and annual budget review.

FThe contract period is 12 months with no option for renewal thereafter. The Company paid Steve Hall a one-15time ~~Table~~flat service fee of ~~Contents~~$250,000 on January 31, 2023 of which was recorded in accounts payable. Compensation is without recourse and there is no requirement for performance of services during the term of the contract.

~~Stock~~On ~~Purchase~~April ~~Warrants~~1, 2024, the service fee of $250,000 was settled with a Debt Consolidation Agreement. Further discussion see Note 11 – Debt Consolidation Agreement.

~~Transactions~~Note in15 ~~stock~~– ~~purchase~~Income ~~warrants for the years ended June 30, 2023 and 2022 are as follows:~~Taxes

	Number of			Weighted Average
	Warrants			Exercise Price
Balance at June 30, 2022		249,401		$	1.00
Expired		-			-
Balance at September 30, 2022		249,401			1.00
Expired		(10,000	)		0.20
Balance at December 31, 2022		239,401			1.04
Expired		-			-
Balance at March 31, 2023		239,401			1.04
Expired		-
Balance at June 30, 2023		239,401		$	1.04

The Company did not recognize a provision (benefit) for income taxes for the years ended June 30, 2024 and 2023.

~~The~~At June 30, 2023 and 2022, the Company had ~~not~~net ~~issued~~deferred ~~any~~tax ~~warrants~~assets toprincipally ~~purchase~~arising ~~common~~from ~~stock~~the innet ~~the~~operating ~~years~~loss ~~ended~~carryforward ~~June~~for ~~30,~~income ~~2023~~tax ~~and~~purposes ~~2022,~~multiplied ~~respectively~~by an expected federal rate of 21%.

~~The~~As ~~composition~~management of the Company’s ~~warrants~~cannot ~~outstanding~~determine that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset existed at June 30, ~~2023~~2024 ~~are~~and ~~as follows:~~2023.

Exercise Price		Number of Warrants		Weighted Average Remaining Life (in years)
$	0.30		35,000		0.84
$	0.50		66,667		0.84
$	1.00		70,867		0.84
$	2.00		66,867		0.84
$
			239,401		0.84

F-16

Table of Contents

~~The~~A ~~intrinsic~~reconciliation ~~value~~ of the ~~warrants~~federal asstatutory ofincome ~~June~~tax ~~30,~~to ~~2023~~our ~~and~~effective ~~2022~~income ~~was~~tax ~~$0.~~is depicted below:

Stock Options

	June 30,			June 30,
	2024			2023
Federal statutory rates	$	(121,531	)	$	(257,525	)
Income tax adjustment
Stock based compensation		-			5,158
Permanent difference		84			370
Valuation allowance against net deferred tax assets		121,447			251,997
Effective rate	$	-		$	-

~~During~~On ~~2019~~June 30, 2024, the Company’s ~~board~~had offederal ~~directors~~net ~~approved~~operating ~~the~~loss ~~2019~~carry ~~Directors,~~forwards ~~Officers,~~of ~~Employees~~approximately ~~and~~$2,088,562. ~~Consultants~~This ~~Stock~~loss ~~Option~~will ~~Plan~~never ~~(“Option~~expire ~~Plan”)~~but ~~which~~its ~~authorized~~utilization ~~the~~is ~~issuance~~limited ~~of options~~ to ~~purchase~~80% ~~up to 2,500,000 shares~~ of ~~common~~taxable ~~stock~~income toin ~~its~~any ~~employees,~~future ~~directors, and consultants~~year.

~~Fiscal~~Net ~~Year~~deferred ~~2023~~tax assets consist of the following components as of:

During the fiscal year ended June 30, 2023, the Company had not granted any stock options. And all stock options were vested at the end of 1st quarter of fiscal year 2023.

	June 30,			June 30,
	2024			2023

Operating loss carry forward	$	2,088,562		$	1,967,115
Valuation allowance		(2,088,562	)		(1,967,115	)
Net deferred income tax asset	$	-		$	-

~~Fiscal~~The ~~Year~~Company ~~2022~~is open to examination of our income tax filings in the United States and state jurisdictions for the 2018 through 2023 tax years. Tax attributes from years prior to that can be adjusted as a result of examinations. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense.

OnNote ~~October~~16 1,– ~~2021,~~Commitments ~~pursuant to the Company’s Option Plan, the Company granted 1,876,000 stock options with exercise prices of a range from $0.10 to $0.50~~ and aContingencies term of five years. All of these options vested 20% immediately upon issuance of the option and 20% every three months thereafter. The fair value of these shares was $132,210 of which $127,051 was recognized in the fiscal year ended June 30, 2022.

On ~~May~~December 231, ~~2022~~2023, the Company ~~granted~~entered ~~3,250,000~~into ~~stock~~a ~~options~~consulting agreement with Corby Marshall, ofthe ~~which~~Company’s 2President,~~000~~ Secretary,~~000~~ ~~were~~Chief Executive Officer and Chairman of the Board of Director, to ~~related~~restructure ~~parties~~the compensation received by Mr. ~~These~~Marshall ~~options~~from ~~vested~~the ~~immediately~~Company ~~upon~~(the ~~issuance~~“Marshall ~~with~~Consulting ~~exercise~~Agreement”). ~~prices~~Pursuant to the terms of athe ~~range~~Marshall ~~from~~Consulting $0Agreement, Mr.05 toMarshall shall receive $0500.~~075~~00 ~~and~~for ahis ~~term~~services ofrendered ~~five~~to ~~years~~the ~~with~~Company astarting ~~fair~~from ~~value~~December of1, ~~$113~~2023,~~163~~ and thereafter.

~~F-16~~On ~~Table~~December 1, 2023, the Company entered into a consulting agreement with Christopher Mulgrew, the Company’s Chief Financial Officer, Treasurer and a member of ~~Contents~~the Company’s Board of Directors, to restructure the compensation received by Mr. Mulgrew from the Company (the “Mulgrew Consulting Agreement”). Pursuant to the terms of the Mulgrew Consulting Agreement, Mr. Mulgrew shall receive a monthly fee of $3,500.00 from the Company for services rendered to the Company starting from December 1, 2023, and thereafter. As at the date of this report issued, Mr. Mulgrew has resigned from his position as the Company’s Chief Financial Officer effective on August 31, 2024.

Since the launch of the 2,500,000 shares of stock option plan in January 2019, the company has issued a total of 12,406,000 shares of stock options, of which 2,500,000 shares were under the 2019 option plan and were all vested and exercised by the end of fiscal year 2022. As of June 30, 2022, there are 4,182,800 shares of stock options exercisable, of which all are granted as nonF-~~statutory~~17 ~~stock~~Table ~~options, outside~~ of ~~the Option Plan.~~Contents

On ~~June~~January 30, ~~2022~~2023, ~~compensation~~Hawkeye ~~cost~~entered ~~for~~into ~~non-vested~~a ~~options~~consulting agreement with Steve Hall, a shareholder of $5the Company,~~158~~ ~~will~~to beprovide ~~recognized~~real ~~over~~estate ~~the~~and ~~next~~development ~~year~~consulting services. The agreement’s term of 12 months expired in January 2024. This transaction is described in detail in Note 14 - Consulting Agreement - Related Party.

~~The~~On ~~fair~~February ~~value~~27, of2023, the ~~newly~~Company ~~granted~~and ~~options~~CNTNR ~~was~~USA, ~~determined~~Inc. ~~using~~(“CNTNR”) entered into a promissory note under which the ~~Black-Scholes~~Company ~~option~~disbursed ~~pricing~~$200,000 ~~model~~to CONTNR (the “CNTNR Note”). Subsequently, on April 6, 2023, the Company and CNTNR amended and restated the CNTNR Note (the “Amended CNTNR Note”) of which the Company agreed to lend CNTNR the total principal amount of $1,000,000 (“Principal Amount”) with a commitment fee equivalent to 5% of the ~~following~~Principal ~~assumptions:~~Amount. The CNTNR Note was settled with a Debt Consolidation Agreement on April 1, 2024. Detailed discussions are included in Note 10 - Note Receivable and Note 11 – Debt Consolidation Agreement.

	June 30,
	2023			2022
Trading price	$	0.00		$	0.02 - 0.13
Exercise price	$	0.00		$	0.00
Expected term (in years)		0.00			5.00
Risk-free rate		0.00	%		0.71%-2.84	%
Volatility		0.00	%		229%-255	%
Dividend yield		-			-

On July 17, 2020, the Company entered into a Membership Agreement (See “Investment in HIE LLC” in Item 1. Description of Business). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital for HIE, the Company shall contribute to repay 33.3% of the Origination Loan and Additional Contribution and of any losses of HIE. HIE did not have operating activities during the fiscal year of 2024.

~~For~~Note ~~options~~17 ~~issued in the year ended June 30, 2022, the volatility rate is based on the Company’s volatility. The risk~~-~~free~~ ~~interest~~Subsequent ~~rate~~Events is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant. The Company has no history or expectation of paying cash dividends on its common stock.

~~Transactions~~Management inhas ~~stock~~evaluated ~~options~~subsequent ~~for~~events through the ~~years~~date ~~ended~~these ~~June~~financial ~~30,~~statements ~~2023,~~were ~~and~~available ~~2022~~to be issued. Based on our evaluation, ~~are~~the asfollowing ~~follows~~subsequent events would require disclosure in the financial statements:

						Weighted
	Number of			Weighted average		average remaining life
	options			exercise price		(in years)
Outstanding, June 30, 2021		728,000			2.30		3.76
Granted		512,600			1.08		4.66
Expired or Forfeited		(25,000	)		5.00		1.59
Exercised		(790,000	)		1.86		3.14
Outstanding, June 30, 2022		425,600			1.41		4.41
Granted		-			-		-
Expired or Forfeited		-			-		-
Exercised		-			-		-
Outstanding, June 30, 2023		425,600			1.41		3.41
Exercisable, June 30, 2023		425,600		$	1.41		3.41

The Company borrowed additional funds of $30,000, and $10,000 from Steve Hall on July 31, 2024, and July 15, 2024, respectively, which are related to Note 8 - Promissory Notes Payable - Related Party.

(On July 15, 2024, Hawkeye Systems, Inc. and Steve Hall, executed a Debt Consolidation Agreement that was effective as of April 1), ~~These~~2024, ~~quantities~~that ~~have~~consolidates ~~been~~the ~~adjusted~~Company’s various historic loans from Steve Hall to ~~reflect~~an aamount of $1~~-for-~~,770,713.10 ~~reverse~~(the ~~stock~~“Steve ~~split~~Hall ~~that~~Indebtedness”) ~~became~~and ~~effective~~extends onthe ~~February~~maturity 9date to December 31, ~~2023~~2025, with an annual interest rate of 12%. In addition, as consideration for the forbearance and extension from Steve Hall, the Company formally assigned, through an Assignment and Assumption Agreement, the $1,753,247.34 that was due to the Company from CNTNR to Steve Hall directly. Details see Note 11 – Debt Consolidation Agreement.

~~During~~On ~~fiscal~~July ~~year~~15, ~~2023~~2024, Chris Mulgrew, the Company’s ~~amortized~~Chief ~~expenses~~Financial Officer and Director exercised 45,000 shares of $5stock options. In addition,~~158~~ on July 31, 2024, the Company was informed by Chris Mulgrew that he will resign from such positions effective August 31, 2024. Mr. Mulgrew’s resignation was not because of any disagreement with the Company on any matter relating to the ~~unrelated~~Company’s ~~party~~operations, ~~and~~policies $0or ~~remains~~practices, ~~unamortized.~~including accounting principles and practices.

F-1718 Table of Contents

AtItem ~~the~~9. ~~fiscal~~Change ~~years~~in ~~ended of June 30, 2023,~~ and ~~2022,~~Disagreement ~~the~~with ~~intrinsic~~Accountants ~~value~~on ofAccounting ~~the~~and ~~outstanding~~Financial ~~options was $0 in both years.~~Disclosure

~~Note~~On 13October –6, ~~Stock~~2023, Hawkeye Systems, Inc. was notified by Reliant CPA PC (the “Former Auditor”) that it was resigning as the independent registered public accounting firm of the Company. ~~Reverse~~During ~~Split~~the prior years engaged with Former auditor the Company has not had any disagreements with the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures which, if not resolved to the satisfaction of the Former Auditor, would have caused them to make reference thereto on our reports on the Company’s financial statements for such years. This event was reported on an 8K issued on October 31, 2023.

~~Hawkeye filed~~On aOctober ~~form of 8K/A on March 23~~20, 2023, ~~announcing~~ the Company ~~amended~~engaged ~~its~~Fruci ~~Articles~~& ofAssociates ~~Incorporation~~II, toPLLC ~~effect~~as aits ~~one-for-ten~~independent ~~reverse~~registered ~~stock~~public ~~split~~accounting ~~(the~~firm ~~“Reverse~~for ~~Split”) of~~ the Company’s ~~common~~fiscal ~~stock~~year ~~while~~ended ~~par~~June ~~value~~30, ~~of $0~~2024.~~0001 per~~ ~~share remain the same.~~ The ~~Reverse~~recommendation ~~Split~~to ~~was~~engage ~~approved by FINRA on February 8, 2023, and became effective on February 9, 2023. All fractional shares resulting from~~ the ~~Reverse~~New ~~Split~~Auditor ~~were~~as ~~rounded up to~~ the ~~nearest~~Company’s ~~whole~~independent ~~share,~~registered ~~which~~public ~~results~~accounting infirm anwas ~~additional~~approved ~~139~~by ~~shares issued for rounding. As a result of~~ the ~~Reverse Split, the~~ Company’s ~~had~~Board ~~4,227,222 shares~~ of ~~common~~Directors ~~stock~~as ~~issued~~it ~~and~~being ~~outstanding~~in ~~on February 8, 2023. In addition, at~~ the ~~effective~~best ~~time~~interests of the ~~Reverse~~Company. ~~Split, all~~This ~~common~~event ~~shares,~~was ~~warrants,~~reported ~~options~~on ~~and~~an ~~the~~8K ~~related~~issued ~~financial information as filed in the Quarterly Report~~ on ~~Form 10-Q of~~October ~~3rd quarter~~31, ~~and in this Annual Report on Form 10-K were retroactively restated to reflect the 1-for-10 reverse stock split for all past and current periods presented~~2023.

~~Note~~Item 149A. ~~– Consulting~~Controls ~~Agreement - Related~~and ~~Party~~ Procedures

On January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder of the Company, to provide real estate and development consulting services, including the supervision of the CompanyManagement’s ~~senior~~Annual ~~management,~~Report ~~staff~~on ~~and~~Internal ~~all~~Control ~~personnel,~~over ~~whether~~Financial ~~employees or consultants, strategic planning, property acquisitions and annual budget review~~Reporting.

~~The~~Our ~~contract~~management ~~period~~ is 12responsible ~~months~~for ~~with~~establishing noand ~~option~~maintaining ~~for~~adequate ~~renewal~~internal ~~thereafter.~~control ~~The~~over ~~Company~~financial ~~has~~reporting ~~paid~~(as ~~Steve~~defined ~~Hall~~in aRule ~~one~~13a-~~time~~15(f) ~~flat~~under ~~service~~the ~~fee~~Exchange ofAct). ~~$250,000~~Our oninternal ~~January~~control ~~31,~~over ~~2023.~~financial ~~Compensation~~reporting is ~~without~~a ~~recourse~~process designed to provide reasonable assurance regarding the reliability of financial reporting and ~~there~~the ispreparation noof ~~requirement~~financial statements for ~~performance~~external purposes of ~~services~~accounting ~~during~~principles generally accepted in the ~~term~~United States. In our review, we sought to find potential for material weaknesses in our financial controls, which is defined as a deficiency, or combination of deficiencies, in our accounting such that there is a reasonable possibility that a material misstatement of the ~~contract~~Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

~~Note~~Our management, consisting of Corby Marshall as Chief Executive Officer and Christopher Mulgrew as Chief Financial Officer, who resigned on August 31, 2024, reviewed and evaluated the effectiveness of the Company’s internal control over disclosure controls and procedures as defined in Rules 13a-15(3) –and ~~Income~~15d-15(e) ~~Taxes~~under the Securities Exchange Act of 1934, over the financial reporting as of June 30, 2024. Based on this evaluation, our management concluded that, as of June 30, 2024, our internal controls over financial reporting were not effective mainly due to (i) ineffective review and approval procedures over journal entries and financial statement preparation which resulted in errors; (ii) lack of segregation of duties of CEO and CFO for performing formal process of reviewing transactions. We concluded that the failure to timely identify such accounting errors constituted material weakness as defined in the SEC regulations. As such, management determined that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective as of June 30, 2024.

To respond to these material weaknesses, we have devoted, and plan to continue to devote, significant effort and resources to the remediation and improvement of our internal control over financial reporting. The ~~Company~~elements ~~did~~of our remediation plan can only be accomplished over the time, and we can offer no assurance that these initiatives will ultimately have the intended effects, or that any additional material weaknesses or of financial results will not ~~recognize~~arise in the future due to a ~~provision~~failure ~~(benefit)~~to ~~for~~implement ~~income~~and ~~taxes~~maintain ~~for~~adequate ~~the~~internal ~~years~~control ~~ended~~over ~~June~~financial 30reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, ~~2023~~in the future those controls and ~~2022~~procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

AtBecause ~~December~~of 31its inherent limitations, ~~2022~~which include a process that involves human diligence and ~~2021,~~compliance ~~the~~and ~~Company~~is ~~had~~subject ~~net~~to ~~deferred~~lapses ~~tax~~in ~~assets~~judgment ~~principally~~and ~~arising~~breakdowns resulting from ~~the~~human ~~net~~failures, ~~operating~~internal ~~loss~~control ~~carryforward~~over ~~for~~financial ~~income~~reporting ~~tax~~may ~~purposes~~not ~~multiplied~~prevent byor andetect ~~expected~~misstatement, ~~federal~~whether ~~rate~~unintentional oferrors ~~21%~~or fraud. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

AsManagement’s ~~management~~Report ofon ~~the~~Internal ~~Company~~Controls ~~cannot~~Over ~~determine~~Financial that it is more likely than not that the Company will realize the benefit of the deferred tax assets, a valuation allowance equal to 100% of the net deferred tax asset existed at June 30, 2023 and 2022.Reporting

AThis ~~reconciliation~~Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to the ~~federal~~management’s ~~statutory~~report ~~income~~was ~~tax~~not subject to attestation by our ~~effective~~registered ~~income~~public ~~tax~~accounting isfirm ~~depicted~~pursuant ~~below:~~to rules of the SEC that permit us to provide only the management’s report in this annual report.

	June 30,			June 30,
	2023			2022
Federal statutory rates	$	(257,525	)	$	(270,648	)
Income tax adjustment
Stock based compensation		5,158			101,262
Permanent difference		370			288
Valuation allowance against net deferred tax assets		251,997			169,098
Effective rate	$	-		$	-

Changes in Internal Control over Financial Reporting.

OnThe ~~June~~Company ~~30,~~has ~~2023,~~no ~~the~~operations ~~Company~~during ~~had~~the ~~federal~~fiscal ~~net~~years ~~operating~~2024 ~~loss~~and ~~carry~~2023, ~~forwards~~and ofno ~~approximately~~changes ~~$1,967,115.~~have ~~This~~occurred ~~loss~~that ~~will~~have ~~never~~a ~~expire~~material ~~but~~impact ~~its~~on ~~utilization~~or isare ~~limited~~reasonably likely to ~~80%~~have ofa ~~taxable~~material ~~income~~impact inon, ~~any~~our ~~future~~internal ~~year~~control over financial reporting during those years.

F-18 Table of Contents

Net deferred tax assets consist of the following components as of:

	June 30,			June 30,
	2023			2022
Operating loss carry forward	$	1,967,115		$	1,715,118
Valuation allowance		(1,967,115	)		(1,715,118	)
Net deferred income tax asset	$	-		$	-

The Company is open to examination of our income tax filings in the United States and state jurisdictions for the 2018 through 2022 tax years. Tax attributes from years prior to that can be adjusted as a result of examinations. In the event that the Company is assessed penalties and or interest, penalties will be charged to other operating expense and interest will be charged to interest expense.

On July 17, 2020, the Company entered into a Membership Agreement (See “Investment in HIE LLC” in Item 1. Description of Business). Under the terms and conditions of the Membership Agreement, in the event of a loss of capital of HIE, the Company shall contribute to repay 33.3% of the Origination Loan and Additional Contribution and of any losses of HIE. HIE did not have operating activities during the fiscal year of 2023.

On January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder of the Company, to provide real estate and development consulting services. Transactions are described in detail in Note 14 - Consulting Agreement - Related Party.

On February 27, 2023, the Company and CNTNR USA, Inc. (“CNTNR”) entered into a promissory note under which the Company disbursed $200,000 to CONTNR (the “CNTNR Note”). Subsequently, on April 6, 2023, the Company and CNTNR amended and restated the CNTNR Note (the “Amended CNTNR Note”) of which the Company agreed to lend CNTNR the total principal amount of $1,000,000 (“Principal Amount”) with a commitment fee equivalent to 5% of the Principal Amount. Detailed discussions are included in note 10 - note receivable.

Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation, the following subsequent events would require disclosure in the financial statements:

The Company borrowed additional funds of $70,000 and $380,000 from Steve Hall on July 11, 2023 and August 14, 2023 respectively, which are related to Note 8 - Promissory Notes Payable - Related Party.

On July 12, 2023, and August 15, 2023, CNTNR advanced $200,000 and $100,000 of additional funds from the Company, respectively, which are related to Note 10 – Note receivable.

As of the date of this report, the Company and Steve Hall are currently working towards a restructuring of the Hall Note. Note detail is described in Note 8 – Promissory notes payable – related party.

F-19 Table of Contents

Item 9. Change in and Disagreement with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. In our review, we sought to find potential for material weaknesses in our financial controls, which is defined as a deficiency, or combination of deficiencies, in our accounting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Because of its inherent limitations, which include a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures, internal control over financial reporting may not prevent or detect misstatement, whether unintentional errors or fraud. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, consisting of Corby Marshall as Chief Executive Officer and Christopher Mulgrew as Chief Financial Officer, reviewed and evaluated the effectiveness of the Company’s internal control over disclosure controls and procedures (as such term is defined in Rules 13a-15(3) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) and financial reporting as of June 30, 2021. In making this assessment, our management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), as well as the guidance provided in SEC Release 33-8809. In such evaluation, Mr. Marshall and Mr. Mulgrew assessed daily interaction, self-assessment and other ongoing monitoring activities as evidence in the evaluation. Furthermore we sought to identify financial reporting risks, identify controls that adequately address financial reporting risks, considered entity level controls, reviewed the role of technology in our controls and reviewed the evidence available to support the assessment.

Based on this evaluation, our management concluded that, as of June 30, 2023, our disclosure controls and our internal controls over financial reporting were not effective in recording, processing, summarizing and report on a timely basis information required to be disclosed in the reports that we file or submit under the Exchange Act and were not effective in assuring that information required to be disclosed in the reports we file or submit under the Exchange Act due to material weaknesses including (i) the Company having 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.

In response to that assessment we have made a determination that all accounting and financial reporting services should be outsourced to a qualified consulting firm, and we immediately engaged a new financial services provider. We subsequently replaced that provider with an internal accounting contractor.

We have also made the determination that we need to dedicate more of the Company’s current and future financial resources to this function and engaged a permanent Chief Financial Officer.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only the management’s report in this annual report.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

Not applicable.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following persons are our executive officers and directors, and hold the offices set forth opposite their names.

Name	Age	Position
Corby Marshall	5354	Chairman, President, Secretary, Chief Executive Officer, and Director
Christopher Mulgrew	50	Treasurer, Chief Financial Officer and Director
**Christopher Mulgrew	51	Treasurer, Chief Financial Officer and Director

Our Board of Directors consists of two members. All directors may be reimbursed for their expenses, if any, for attendance at meetings of the Board of Directors.

** Christopher Mulgrew has resigned as the Company’s Chief Financial Officer and Director effective August 31, 2024.

The following is a brief account of the business experience during the past five years of each of our directors and executive officers:

Corby Marshall, Chairman of the Board of Directors and Chief Executive Officer

Corby Marshall is the founder, chief executive officer and director of Hawkeye Systems, Inc. since August 2019. Before that, Mr. Marshall was the Chief Executive Officer of Hilltop Cybersecurity Inc. (CSE: CYBX) starting in March 2017. Previously, Mr. Marshall was Senior Vice President of Alliances and Partnerships for AppOrbit; where he developed and led the go-to-market programs for all consulting, reseller, and solution partners. He previously led sales, consulting, marketing, and operations for several companies, including Metastorm (OpenText), Mercator (IBM), Niku and LabCorp. Corby is an expert at developing new programs and leading through transformational change; skills he honed during his service as an Airborne-qualified, Field Artillery Officer in the United States Army. Mr. Marshall also speaks Portuguese.

Mr. Marshall is a distinguished graduate of the U.S. Military Academy at West Point. Mr. Marshall’s military career included time in Kuwait, Somalia and various other deployment areas as a Field Artillery Officer specializing in 155mm self-propelled artillery units.

Christopher Mulgrew, Chief Financial Officer and Director

Mr. Christopher Mulgrew has been our chief financial officer since January 2021 and was elected as a member of our board of directors in May of 2022. Mr. Christopher Mulgrew resigned from the position on August 31, 2024. Prior to joining Hawkeye Systems, Inc., Mr. Mulgrew performed contract CFO, mergers, and acquisitions consulting for Gimmal, Inc., a private equity backed SaaS company. In 2019 and 2020 he was Chief Financial Officer for Panther Fluids Management, LLC, a Houston-based engineering, and drilling fluids company. Prior to that Mr. Mulgrew ended his tenure at award-winning JEMSU, LLC in 2018 as Chief Executive Officer where he had served as Chief Financial Officer 2011-2017. He helped build JEMSU via multiple acquisitions and an aggressive organic growth strategy.

In 2009 and 2010 Mr. Mulgrew was the Global Controller for the Shell Technology Ventures Fund (“STV”), a $1.4 billion venture capital fund focused on upstream oil and gas technology companies. While at STV he served on the board of several portfolio companies including Prometheus Energy Group, Inc., ThruBit BV (acquired by Schlumberger), and Smartpipe Technologies.

During 2009-2010 Mr. Mulgrew was Chief Operating Officer of Pacific Western Brewing Ltd., Canada’s largest independent brewery and beverage company. Previously he led the IPO via reverse merger of Acro Energy Technologies Corp as Chief Financial Officer. Mr. Mulgrew earned an MBA from the top-ranked Jones Graduate School of Business at Rice University and holds a BBA in Accounting from Simon Fraser University in Canada. Christopher is also qualified as a Chartered Public Accountant in Canada and a Certified Public Accountant in the US and has completed executive programs at the London School of Business.

Table of Contents

Committees of the Board

Decisions of the Board of Directors are generally taken by unanimous written ~~consents~~consent. The current board comprises two members and is intending to hold regularly scheduled meetings. The entire board provides the functions of Audit, Compensation and Governance committees until such time as charters for these committees can be adopted and they can be populated by independent directors.

Code of Ethics

The Company has adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Until recently we have had a sole officer and director conducting all operations.

Family Relationships

No family relationships exist between any of our present directors and officers.

Compliance with Section 16(A) of The Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our common stock. Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon a review of copies of Section 16(a) reports and representations received by us from reporting persons, and without conducting any independent investigation of our own during the fiscal year ended June 30, ~~2023~~2024, all forms required, if any, were filed with the SEC by such reporting persons.

Changes in Nominating Procedures

None

Item 11. Executive Compensation

The following table sets forth information concerning the total compensation paid or accrued by us during the fiscal year ended June 30, 2023 and the fiscal year ended June 30, 2022 to:

	·	all individuals who served as our chief executive officer, chief financial officer or acted in a similar capacity for us at any time during such periods, and
	·	all individuals who served as executive officers of ours at any time during such periods and received annual compensation in excess of $100,000.

Table of Contents

~~Summary~~Item ~~Compensation~~11. ~~Table~~Executive Compensation

(a)	(b)	(c)		(d)		(e)		(f)		(g)	(h)	(i)	(j)
Name and Principal		Salary		Bonus		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation	Change in Pension Value & Non-qualified Deferred Compensation Earnings	All Other Compensation	Totals
Position	Year	($)*		($)		($)		($)		(S)	($)	($)	($)
Corby Marshall, Chief Executive Officer	2023		250,000	106,500	(1).				-					356,500
Corby Marshall, Chief Executive Officer	2022		243,597						66,511					310,108
Christopher Mulgrew, Chief Financial Officer & Director	2023		195,000	71,000	(2)				-					266,000
Christopher Mulgrew, Chief Financial Officer & Director	2022		195,000				10,000		17,415					222,415
Richard Cutlet, Director (Resigned on August 19, 2022)	2022						20,000		-					20,000

The following table sets forth information concerning the total compensation paid or accrued by us during the fiscal year ended June 30, 2024 and the fiscal year ended June 30, 2023 to:

(1)	Comprised of 750,000 shares of Common Stock issued by the Board of Directors by means of a board resolution dated February 13, 2023.
	·	all individuals who served as our chief executive officer, chief financial officer or acted in a similar capacity for us at any time during such periods, and
(2)	Comprised of 500,000 shares of Common Stock issued by the Board of Directors by means of a board resolution dated February 13, 2023.
	·	all individuals who served as executive officers of ours at any time during such periods and received annual compensation in excess of $100,000.

16Summary ~~Table~~Compensation ~~of Contents~~Table

Narrative Disclosure Requirements for Summary Compensation Table

(a)	(b)	(c)		(d)			(e)		(f)		(g)	(h)	(i)	(j)
Name and Principal		Salary		Bonus			Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation	Change in Pension Value & Non-qualified Deferred Compensation Earnings	All Other Compensation	Totals
Position	Year	($)*		($)			($)		($)		(S)	($)	($)	($)
Corby Marshall, Chief Executive Officer	2024		107,667		(3	)		375,228		-
Corby Marshall, Chief Executive Officer	2023		250,000		(1	)		106,500							356,500
Christopher Mulgrew, Chief Financial Officer & Director	2024		105,750		(4	)		122,300
Christopher Mulgrew, Chief Financial Officer & Director	2023		195,000		(2	)		71,000		-					266,000

Compensation

(1)	Comprised of 750,000 shares of Common Stock issued by the Board of Directors by means of a board resolution dated February 13, 2023.
(2)	Comprised of 500,000 shares of Common Stock issued by the Board of Directors by means of a board resolution dated February 13, 2023.
(3)	Comprised of 2,345,175 shares of Common Stock issued by the Board of Directors via a Form 8-K filed on January 3, 2024.
(4)	Comprised of 764,375 shares of Common Stock issued by the Board of Directors via a Form 8-K filed on January 3, 2024.

OnNarrative ~~June~~Disclosure ~~11,~~Requirements 2020, the Company entered into an employment agreement with Corby Marshall, the Company’s chairman of the board of directors, president, and chief executive officer (the “Employment Agreement”). The term of the Employment Agreement is three years. The Employment Agreement will automatically extend for ~~successive~~Summary ~~three-year~~Compensation terms, unless either party gives written notice of termination 30 days prior to the end of the then current term. Pursuant to the terms of the Employment Agreement, Mr. Marshall shall receive a base salary from the Company of $250,000 per year. If the Company is unable to pay this amount in cash, Mr. Marshall may defer cash compensation and receive like kind compensation in shares of the Company’s common stock. Mr. Marshall shall be reimbursed for business expenses, receive a car allowance and health benefits from the Company. As part of his compensation, Mr. Marshall is entitled to receive a target bonus of up to 100% of his base salary, based on the Company’s and his individual performance. If Mr. Marshall’s employment is terminated by the Company without cause, he will be entitled to receive severance benefits. The severance benefits include (i) the continuation of payment of his base salary in effect immediately prior to termination for no less than twelve months (the “Severance Benefit Period”); and (ii) the continuation of all employment benefits for the Severance Benefit Period. If Mr. Marshall is terminated without cause and in conjunction with a change in control, he will be entitled to receive change in control benefits, which includes (i) continuation of payment of his base compensation for a period equal to twice the amount of the Severance Benefit Period (the “Change in Control Benefit Period”), and (ii) the continuation of his employment benefits for the Change in Control Benefit Period. On February 13, 2023, Mr. Marshall received a bonus of 710,000 shares common stock with a cash value of $106,500, for the years 2021 and 2022, and for agreeing to defer cash compensation.Table

On January 15, 2021, the Company entered into a consulting agreement with Christopher Mulgrew, the Company’s chief financial officer (the “Consulting Agreement”). The Consulting Agreement was amended and restated on March 1st, 2021 (the “Restated Agreement”). Pursuant to the terms of the Restated Agreement, the Company shall pay Mr. Mulgrew a consultant fee of US$195,000 per annum and issue options to acquire 500,000 shares of the Company’s Common Stock at $0.30 per shares, with 20% of the options vesting immediately upon issuance of the option, and an additional 20% every three months thereafter. The agreement also included healthcare premiums and automobile allowance. On February 13, 2023, Mr. Mulgrew received a bonus of 500,000 shares common stock with a cash value of $71,000 for the years 2021 and 2022, and for agreeing to defer cash compensation.Compensation

AsCorby ~~of the date of this report, no other officer or director has formally entered into any compensation arrangement for services provided under consulting agreements or employment agreements.~~Marshall

~~Retirement~~On June 11, ~~Resignation~~2020, orthe ~~Termination~~Company ~~Plans~~entered into an employment agreement with Corby Marshall, the Company’s chairman of the board of directors, president, and chief executive officer (the “Employment Agreement”). The term of the Employment Agreement is three years. The Employment Agreement will automatically extend for successive three-year terms, unless either party gives written notice of termination 30 days prior to the end of the then current term. Pursuant to the terms of the Employment Agreement, Mr. Marshall shall receive a base salary from the Company of $250,000 per year. If the Company is unable to pay this amount in cash, Mr. Marshall may defer cash compensation and receive like kind compensation in shares of the Company’s common stock. Mr. Marshall shall be reimbursed for business expenses, receive a car allowance and health benefits from the Company. As part of his compensation, Mr. Marshall is entitled to receive a target bonus of up to 100% of his base salary, based on the Company’s and his individual performance. If Mr. Marshall’s employment is terminated by the Company without cause, he will be entitled to receive severance benefits. The severance benefits include (i) the continuation of payment of his base salary in effect immediately prior to termination for no less than twelve months (the “Severance Benefit Period”); and (ii) the continuation of all employment benefits for the Severance Benefit Period. If Mr. Marshall is terminated without cause and in conjunction with a change in control, he will be entitled to receive change in control benefits, which includes (i) continuation of payment of his base compensation for a period equal to twice the amount of the Severance Benefit Period (the “Change in Control Benefit Period”), and (ii) the continuation of his employment benefits for the Change in Control Benefit Period.

We16 ~~sponsor~~Table ~~no plan, whether written or verbal, that would provide compensation or benefits~~ of any type to an executive upon retirement, or any plan that would provide payment for retirement, resignation, or termination as a result of a change in control of our company or as a result of a change in the responsibilities of an executive following a change in control of our company.Contents

~~Directors’~~On ~~Compensation~~February 13, 2023, Mr. Marshall received a bonus of 710,000 shares common stock with a cash value of $106,500, for the years 2021 and 2022, and for agreeing to defer cash compensation.

~~The~~On ~~persons~~December ~~who~~1, ~~served~~2023, asHawkeye ~~members~~Systems, ofInc. ~~our~~entered ~~Board~~into ofa ~~Directors,~~consulting ~~including~~agreement ~~executive~~with ~~officers~~Mr. Marshall, ~~did~~to ~~not~~restructure ~~receive~~the ~~any~~compensation ~~cash~~received ~~compensation~~by ~~for~~Mr. ~~services~~Marshall asfrom ~~directors~~the inCompany ~~2023~~(the or“Marshall ~~2022~~Consulting Agreement”). WePursuant ~~may~~to ~~reimburse~~the ~~our~~terms ~~directors~~of the Marshall Consulting Agreement, Mr. Marshall shall receive $500.00 for ~~expenses~~his ~~incurred~~services inrendered ~~connection~~to ~~with~~the ~~attending~~Company ~~board~~starting ~~meetings~~from December 1, 2023, and thereafter.

17On ~~Table~~January 23, 2024, Mr. Marshall was issued a total of ~~Contents~~2,345,175 restricted shares of Common Stock of the Corporation to settle $375,228.01 in past due compensation before December 1, 2023.

~~Option~~Christopher ~~Exercises and Stock Vested~~Mulgrew

InOn ~~fiscal~~January ~~year~~15, ~~2023~~2021, the Company ~~has~~entered ~~not~~into ~~granted~~a ~~any~~consulting ~~stock~~agreement ~~options~~with Christopher Mulgrew, the Company’s chief financial officer (the “Consulting Agreement”). NoThe ~~stock~~Consulting Agreement was amended and restated on March 1st, 2021 (the “Restated Agreement”). Pursuant to the terms of the Restated Agreement, the Company shall pay Mr. Mulgrew a consultant fee of US$195,000 per annum and issue options ~~have~~to ~~been~~acquire ~~exercised~~500,000 asshares of ~~June~~the Company’s Common Stock at $0.30 per shares, ~~2023~~with 20% of the options vesting immediately upon issuance of the option, and an additional 20% every three months thereafter. The agreement also included healthcare premiums and automobile allowance.

~~During~~On ~~fiscal~~February ~~year 2022~~13, ~~the Company has issued 2~~2023,~~400,000~~ ~~stock options that are fully vested on the grant date to the officers and directors~~Mr. ~~The~~Mulgrew ~~exercise~~received ~~prices~~a bonus of ~~these~~500,000 ~~options~~shares ~~ranged from $0.05 to $0.11. The term~~ of ~~all~~common ~~options~~stock iswith ~~five~~a ~~years.~~cash ~~The aggregate fair~~ value of ~~these stock options total~~ $~~115~~71,~~642~~000 ~~and~~for ~~was~~the ~~recognized~~years ~~fully~~2021 asand ~~of June 30,~~ 2022~~. 900~~,~~000~~ ~~options were exercised by the Company’s officers~~ and ~~directors~~for ~~during~~agreeing ~~the~~to ~~fiscal~~defer ~~year~~cash ~~ended 2022~~compensation.

InOn ~~2019~~December 1, 2023, the ~~board~~Company ofentered ~~directors~~into ~~adopted~~a ~~the~~consulting ~~2019~~agreement ~~Directors,~~with ~~Officers~~Christopher Mulgrew, ~~Employees~~to ~~and~~restructure ~~Consultants~~the ~~Stock~~compensation ~~Option~~received ~~Plan~~by ~~(“Option~~Mr. ~~Plan”)~~Mulgrew ~~whereby~~from the Company ~~reserved~~(the ~~for~~“Mulgrew ~~issuance~~Consulting ~~2,500,000~~Agreement”). ~~shares~~Pursuant ofto ~~common~~the ~~stock~~terms ~~and~~of ~~agreed~~the ~~that~~Mulgrew ~~such~~Consulting ~~shares shall~~Agreement, ~~when~~Mr. ~~issued~~Mulgrew ~~and~~shall ~~paid~~receive ~~for~~a inmonthly ~~accordance~~fee ~~with~~of ~~the~~$3,500.00 ~~provisions~~from of the ~~Option~~Company ~~Plan,~~for ~~constitute~~services ~~validly~~rendered ~~issued,~~to ~~fully~~the ~~paid~~Company ~~and~~starting ~~non-assessable~~from ~~shares~~December of1, ~~common~~2023, ~~stock~~and thereafter.

~~The~~On ~~Company~~January ~~has~~23, ~~granted the aggregate total of 5~~2024,~~325,000~~ ~~stock~~Mr. ~~options~~Mulgrew was issued toa ~~the~~total ~~directors, and officers,~~ of ~~which 1~~764,~~150,000~~375 ~~stock~~restricted ~~options~~shares ~~were~~of ~~granted~~Common ~~under~~Stock ~~the Option Plan, and 4,175,000 options, were granted as non-statutory stock options, outside~~ of the ~~Option~~Corporation ~~Plan. The Company has had a 1-~~to~~-10~~ ~~reversed~~settle ~~stock split commenced on February 9~~$122,300 ~~2023,~~in ofpast ~~which~~due ~~options~~compensation ~~outstanding~~before ~~balance~~December ~~is reduced proportionally. As of the day of this annual report~~1, ~~425,600 shares are exercisable~~2023.

~~Director~~Retirement, ~~and~~Resignation ~~Executive~~or ~~Officer~~Termination ~~Outstanding Equity Awards at Fiscal Year-End~~Plans

~~The~~We ~~following~~sponsor ~~table~~no ~~provides~~plan, ~~certain~~whether ~~information~~written ~~concerning~~or verbal, that would provide compensation or benefits of any ~~common~~type ~~share~~to ~~purchase~~an ~~options~~executive upon retirement, ~~stock~~or ~~awards~~any plan that would provide payment for retirement, resignation, or ~~equity~~termination ~~incentive~~as ~~plan~~a ~~awards~~result ~~held~~of bya ~~each~~change in control of our ~~named~~company ~~executive~~or ~~officers~~as ~~that~~a ~~were~~result ~~outstanding~~of asa change in the responsibilities of ~~June~~an ~~30,~~executive ~~2023~~following a change in control of our company.

Option Awards										Stock Awards
	Number ofSecuritiesUnderlyingUnexercisedOptions (#)		Number ofSecuritiesUnderlyingUnexercisedOptions (#)		EquityIncentive PlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearned		OptionExercise Price		OptionExpiration	Number ofShares orUnits ofStock ThatHave NotVested		MarketValue ofShares orUnits ofStock ThatHave Not		EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOtherRightsThat HaveNot		EquityIncentive PlanAwards:Market orPayout Value ofUnearnedShares, Units orOther RightsThat Have Not
Name	Exercisable		Un-exercisable		Options (#)		($)		Date	(#)		Vested		Vested		Vested
Corby Marshall, Chief Executive Officer		100,000		0		0	$	0.20	05/22/2027		0		0		0		0
Christopher Mulgrew, Chief Financial Officer & Director		50,000		0		0	$	0.10	05/22/2027		0		0		0		0
Richard Cutlet, Director		0		0		0		0			0		0		0		0

Directors’ Compensation

18The ~~Table~~persons who served as members of ~~Contents~~our Board of Directors, including executive officers, did not receive any cash compensation for services as directors in 2024 or 2023. We may reimburse our directors for expenses incurred in connection with attending board meetings.

~~Item~~Option ~~12.~~Exercises ~~Security Ownership of Certain Beneficial Owners~~ and ~~Management~~Stock ~~and Related Stockholder Matters~~Vested

~~The~~In ~~following table sets forth, as of September 25, 2023,~~ the ~~beneficial~~fiscal ~~ownership~~year ~~of Hawkeye Systems~~2024, ~~Inc. common stock by each of our directors and named executive officers, each person known to us to beneficially own more than 5% of our common stock, and by~~ the ~~officers and directors of the~~ Company ~~as a group. Except as otherwise indicated, all shares are owned directly. Unless otherwise indicated in the footnotes to the following table, each person named in the table~~ has ~~sole~~not ~~voting~~granted ~~and~~any ~~investment~~stock ~~power (subject to applicable community property laws) and that person’s address is that of the Company. Shares of Common Stock subject to~~ options, ~~warrants, or convertible notes currently exercisable or convertible or exercisable or convertible within 60 days after September 25, 2023 are deemed outstanding for computing the share ownership~~ and ~~percentage~~no ofstock ~~the person holding such~~ options, ~~warrants,~~have orbeen ~~convertible notes but are not deemed outstanding for computing the percentage of any other person~~exercised. ~~As of September 25, 2023, there were 5,552,222 shares of our common stock outstanding:~~

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially		Percent ofClass Owned
Common Stock	Corby Marshall (1)		1,236,500		22,270	%
Common Stock	Christopher Mulgrew (2)		587,000		10.57	%
All Executive Officers and Directors as a Group (2 persons)			1,823500		32.84	%
Common Stock	Steve Hall (3)		2,061,134		37,12	%
Common Stock	CEDE&CO		918,333		16,54	%
Executive Officers and Directors and 5% Beneficial Owners			4,802,967		86.5	%

In 2019, the board of directors adopted the 2019 Directors, Officers, Employees and Consultants Stock Option Plan (“Option Plan”) whereby the Company reserved for issuance 2,500,000 shares of common stock and agreed that such shares shall, when issued and paid for in accordance with the provisions of the Option Plan, constitute validly issued, fully paid and non-assessable shares of common stock.

~~_____________~~The Company has granted the aggregate total of 5,325,000 stock options issued to the directors, and officers, of which 1,150,000 stock options were granted under the Option Plan, and 4,175,000 options, were granted as non-statutory stock options, outside of the Option Plan.

(1)	Consists of 1,236,500 shares of stock held by Mr. Marshall, and 100,000 shares pursuant to options.
(2)	Consists of 587,000 shares of stock held by Mr. Mulgrew, and options to purchase 50,000 shares of common stock.
(3)	Consists of 2,061,134 shares of stock held by Mr. Hall, which also included 239,401 shares of warrants, 50,000 shares of option, 317,507 from Line of Credit, 2,813,682 from revolver note and 3,324,658 shares from convertible notes.

The Company has had a 1-to-10 reversed stock split commenced on February 9, 2023, of which options outstanding balance is reduced proportionally. As of the day of this annual report, 377,600 shares are exercisable.

~~Note:~~17 ~~Beneficial~~Table ~~Ownership~~ of Securities: Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, a beneficial owner of securities is a person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through means including the exercise of any option, warrant or conversion of a security.Contents

~~Item~~Director ~~13.~~and ~~Certain~~Executive ~~Relationships~~Officer ~~and~~Outstanding ~~Related~~Equity ~~Transaction,~~Awards ~~and~~at ~~Director~~Fiscal ~~Independence~~Year-End

InThe ~~addition~~following totable ~~the~~provides ~~cash~~certain ~~and~~information ~~equity~~concerning ~~compensation~~any ~~arrangements~~common ofshare ~~our~~purchase ~~directors and executive officers discussed above under “Director Compensation” and “Executive Compensation~~options,” ~~the~~stock ~~following~~awards ~~is a description of transactions to which we have been a party in which the amount involved exceeded~~ or ~~will~~equity ~~exceed~~incentive ~~$120,000~~plan ~~and~~awards inheld ~~which~~by ~~any~~each of our ~~directors,~~named executive officers, ~~beneficial~~that ~~holders~~were ofoutstanding ~~more~~as ~~than 5%~~ of ~~our~~June ~~capital stock~~30, ~~or entities affiliated with them, had or will have a direct or indirect material interest~~2023.

19 Table of Contents

Option Awards										Stock Awards
	Number of Securities Underlying Unexercised Options (#)		Number of Securities Underlying Unexercised Options (#)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned		Option Exercise Price		Option Expiration	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not
Name	Exercisable		Un-exercisable		Options (#)		($)		Date	(#)		Vested		Vested		Vested
Corby Marshall, Chief Executive Officer		100,000		0		0	$	0.075	05/22/2027		0		0		0		0
Christopher Mulgrew, Chief Financial Officer & Director		50,000		0		0	$	0.05	05/22/2027		0		0		0		0
Richard Cutler, Director		0		0		0		0			0		0		0		0

OnItem ~~April 6, 2020, and December 15, 2020, the Company issued two convertible notes payable of $250,000 each to Steve Hall~~12. ~~Both~~Security ~~notes~~Ownership ~~have one year term with simple interest at 10% per annum if repaid within 90 days, and simple interest at 20% per annum thereafter. At the option~~ of ~~holder,~~Certain ~~this~~Beneficial ~~note~~Owners is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25 per share. In consideration for the loans, the Company also granted to the Mr. Hall 200,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise of 200,000 shares of stock option. Both notes and ~~the~~Management ~~accrued interests totaling $594,344 have been converted on September 1, 2021,~~ and ~~issued~~Related onStockholder July 28, 2022 for the aggregate total of 16,666,667 shares of common stock. On February 9, 2023, the 16,666,667 shares of common stock were reduced to 1,666,667 shares to reflect the 1-for-10 reverse stock split. Matters

OnThe ~~October~~following 1,table ~~2021~~sets forth, ~~the~~as ~~Company~~of ~~and~~September ~~Steve~~30, ~~Hall entered into a restated and amended promissory note~~2024, ~~to consolidate and restate~~ the ~~terms~~beneficial ~~pursuant~~ownership toof ~~which~~Hawkeye ~~Steve~~Systems, ~~Hall had provided funds to the Company (the “Consolidated Note”)~~Inc. ~~The~~common ~~Consolidated~~stock ~~Notes~~by ~~consolidated~~each ~~and restated the terms~~ of ~~advances~~our ~~made~~directors onand ~~February~~named ~~17,~~executive ~~2021~~officers, ~~for~~each ~~$500,000~~person ~~for~~known ~~inventory~~to ~~financing,~~us ~~February~~to ~~18,~~beneficially ~~2021,~~own ~~for~~more ~~$500,000~~than ~~for~~5% ~~inventory~~of ~~financing,~~our ~~November~~common 12stock, ~~2021, for $30,000~~ and ~~December~~by ~~13, 2021, for $75,000. In addition to consolidating~~ the ~~advances~~officers ~~singled~~and ~~out~~directors ~~above,~~of the ~~Consolidated~~Company ~~Note~~as ~~included the extension of~~ a ~~line~~group. ofExcept ~~credit~~as ofotherwise ~~up to $1~~indicated,~~000,000,~~ ~~from~~all ~~Steve~~shares ~~Hall~~are toowned ~~the Company~~directly. ~~The~~Unless ~~principal~~otherwise ~~amount~~indicated ofin the ~~Consolidated~~footnotes ~~Note,~~to ~~excluding~~ the $1following table,~~000,000~~ ~~line~~each ofperson ~~credit,~~named isin ~~$1,105,000,~~the ~~payable~~table onhas ~~demand~~sole atvoting ~~any~~and ~~time~~investment ~~after~~power ~~October~~(subject 1,to ~~2022~~applicable ~~(the~~community ~~“Due~~property ~~Date”~~laws), and ~~accruing~~that ~~interest~~person’s ataddress ais ~~rate~~that of ~~12% per year, if repaid within 90 days of~~ the ~~due date and 20% if repaid thereafter~~Company. ~~Principal~~Shares ~~and interest due under the line~~ of ~~credit~~Common ~~extended~~Stock ~~pursuant~~subject to ~~the~~options, ~~Consolidated~~warrants, ~~Note~~or ~~shall~~convertible benotes ~~added~~currently toexercisable ~~the~~or ~~principal~~convertible ~~amount~~or ~~due~~exercisable ~~under~~or ~~the~~convertible ~~Consolidated~~within ~~Note~~60 ~~and~~days ~~shall~~after beSeptember ~~payable~~30, ~~pursuant~~2024 toare ~~the~~deemed ~~same~~outstanding ~~terms.~~for ~~The~~computing ~~line~~the ofshare ~~credit~~ownership ~~is due~~ and ~~payable~~percentage onof the ~~Due~~person ~~Date~~holding ~~unless~~such ~~extended. At~~options, ~~the option of holder~~warrants, ~~this~~or ~~note is~~ convertible atnotes ~~any~~but ~~time~~are ~~into~~not ~~shares~~deemed ofoutstanding ~~common~~for ~~stock~~computing atthe apercentage ~~conversion~~of ~~price~~any ofother $0person.~~02 per~~ ~~share.~~ As of ~~June~~September 30, ~~2023~~2024, ~~and~~there ~~2022~~were 8,706,772 ~~the~~shares ~~accrued~~of ~~interest~~our ~~was~~common ~~$164,932,~~stock ~~and $64,932, respectively.~~outstanding:

The Consolidated Note’s Due Date was extended to September 30, 2023.

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially		Percent of Class Owned
Common Stock	Corby Marshall (1)		3,681,675		25.58	%
Common Stock	Christopher Mulgrew		1,401,375		9.74	%
All Executive Officers and Directors as a Group (1 persons)			5,083,050		35.32	%

Common Stock	Steve Hall (2)		7,462,384		51.86	%

Executive Officers and Directors and 5% Beneficial Owners			12,545,434		87.18	%

On October 1, 2021, Steve Hall agreed to provide a Line of Credit of up to $1,000,000 to the Company with simple interest at 12% for the first 90 days, and simple interest at 20% per annum thereafter. The principal and interest payable shall be added to the principal amount of the Consolidated Note and payable pursuant to the same terms. As of June 30, 2023, the term of Line of Credit was extended to October 1, 2023. Over the fiscal years 2023, and 2022 in multiple transactions dates, the Company has withdrawn a total of $525,000, and $265,000, respectively. In connection with the Line of Credit, the Company has accrued interest of $101,238, and $15,015 in the fiscal years 2023, and 2022, respectively. _____________

On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $1,000,000, as evidenced by a promissory note with an annual interest rate of 12% per year (the “Steve Hall Note”). The purpose of the Steve Hall Note was to provide the Company with a funding source to make a follow-on investment in CNTNR USA Inc., a Delaware corporation (“CNTNR”). On May 31, 2023 (or upon the closing of a debt financing), the Company will repay the outstanding principal balance of the Steve Hall Note to Steve Hall and transfer 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the CNTNR Warrants as described in Note 10 - Note Receivable in the Financial Statements. As of June 30, 2023, the outstanding loan balance was $1,000,000 with accrued interest of $31,989.

(1)	Consists of 3,581,675 shares of stock held by Mr. Marshall, and 100,000 shares pursuant to options.
(2)	Consists of 2,061,134 shares of stock held by Mr. Hall, which also included, 50,000 shares of option, and 5,351,250 from convertible instruments.

On18 ~~January~~Table ~~30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder~~ of the Company, to provide real estate and development consulting services, including the supervision of the Company’s senior management, staff and all personnel, whether employees or consultants, strategic planning, property acquisitions and annual budget review. The contract period is 12 months with no option for renewal thereafter. The Company paid Steve Hall a one-time flat service fee of $250,000 on January 31, 2023. Compensation is without recourse and there is no requirement for performance of services during the term of the contract.Contents

~~Director~~Note: ~~Independence~~Beneficial Ownership of Securities: Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, a beneficial owner of securities is a person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through means including the exercise of any option, warrant or conversion of a security.

20In ~~Table~~addition to the cash and equity compensation arrangements of ~~Contents~~our directors and executive officers discussed above under “Director Compensation” and “Executive Compensation,” the following is a description of transactions to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest.

~~Item~~On 14April 6, 2020, and December 15, 2020, the Company issued two convertible notes payable of $250,000 each to Steve Hall. ~~Principal~~Both ~~Accounting~~notes ~~Fees~~have a one-year term with simple interest at 10% per annum if repaid within 90 days, and ~~Services~~simple interest at 20% per annum thereafter. At the option of the holder, this note is convertible at any time which is six months from the date of issuance through that date which is one year from the date of issuance at a conversion price of $0.25 per share. In consideration for the loans, the Company also granted to Mr. Hall 200,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance. On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise of 200,000 shares of stock option. Both notes and the accrued interests totaling $594,344 have been converted on September 1, 2021, and issued on July 28, 2022 for the aggregate total of 16,666,667 shares of common stock. On February 9, 2023, the 16,666,667 shares of common stock were reduced to 1,666,667 shares to reflect the 1-for-10 reverse stock split.

~~Audit~~On ~~Fees~~October 1, 2021, the Company and Steve Hall entered into a restated and amended promissory note, to consolidate and restate the terms pursuant to which Steve Hall had provided funds to the Company (the “Consolidated Note”). The Consolidated Notes consolidated and restated the terms of advances made on February 17, 2021, for $500,000 for inventory financing, February 18, 2021, for $500,000 for inventory financing, November 12, 2021, for $30,000 and December 13, 2021, for $75,000. In addition to consolidating the advances singled out above, the Consolidated Note included the extension of a line of credit of up to $1,000,000, from Steve Hall to the Company. The principal amount of the Consolidated Note, excluding the $1,000,000 line of credit, is $1,105,000, payable on demand at any time after October 1, 2022 (the “Due Date”), and accruing interest at a rate of 12% per year, if repaid within 90 days of the due date and 20% if repaid thereafter. Principal and interest due under the line of credit extended pursuant to the Consolidated Note shall be added to the principal amount due under the Consolidated Note and shall be payable pursuant to the same terms. The line of credit is due and payable on the Due Date unless extended. At the option of holder, this note is convertible at any time into shares of common stock at a conversion price of $0.02 per share. As of June 30, 2024, and 2023, the accrued interest was $0, and $164,932, respectively. The Consolidated Note’s Due Date was extended to September 30, 2023. Details see Note 6 – Inventory Financing Payable. On April 1, 2024, the accrued interest of $240,274 and the principal balance of $500,000 were settled with a debt consolidated agreement. See note 11 – Debt Consolidation Agreement.

~~The~~On ~~aggregate~~October ~~fees~~1, ~~billed~~2021, ~~for~~Steve Hall agreed to provide a Line of Credit of up to $1,000,000 to the ~~fiscal~~Company ~~year~~with ~~ended~~simple ~~June~~interest 30at 12% for the first 90 days, ~~2023~~and simple interest at 20% per annum thereafter. The principal and interest payable shall be added to the ~~fiscal~~principal ~~year~~amount ~~ended~~of the Consolidated Note and payable pursuant to the same terms. As of June 30, ~~2022~~2023, ~~for~~the ~~professional~~term ~~services~~of ~~rendered~~Line byof Credit was extended to October 1, 2023. Over the ~~principal~~fiscal ~~accountants~~years ~~for~~2023, and 2022 in multiple transactions dates, the ~~audit~~Company has withdrawn a total of $525,000, and $265,000, respectively. In connection with the ~~registrant’s~~Line ~~annual~~of ~~financial~~Credit, ~~statements~~the ~~and~~Company ~~review~~has accrued interest of ~~financial~~$0 ~~statements~~and ~~included~~$101,238, in the ~~registrant’s~~fiscal ~~Form~~years ~~10-K~~2024, orand ~~services~~2023, ~~that~~respectively. ~~are~~Further ~~normally~~discussion ~~provided~~on byNote ~~the~~7 ~~accountant~~– inLine ~~connection~~of ~~with~~Credit. ~~statutory~~On ~~and~~April ~~regulatory~~1, ~~filings~~2024, orthe ~~engagements~~accrued ~~were:~~interest of $42182,~~500~~092 and the principal balance of $52570,~~340,~~250 ~~respectively~~were settled with a debt consolidated agreement. See note 11 – Debt Consolidation Agreement.

~~Audit~~On March 29, 2023, Steve Hall provided the Company with a loan in the principal amount of $1,000,000, as evidenced by a promissory note with an annual interest rate of 12% per year (the “Steve Hall Note”). The purpose of the Steve Hall Note was to provide the Company with a funding source to make a follow-~~Related~~on ~~Fees~~investment in CNTNR USA Inc., a Delaware corporation (“CNTNR”). On May 31, 2023 (or upon the closing of a debt financing), the Company will repay the outstanding principal balance of the Steve Hall Note to Steve Hall and transfer 90% of the shares of CNTNR, issued by CNTNR to the Company pursuant to the Company’s investment in CNTNR, plus 90% of the CNTNR Warrants as described in Note 10 - Note Receivable in the Financial Statements. As of June 30, 2024, and 2023, the outstanding note receivable balance was $0 and $1,000,000 with accrued interest of $0 and $31,989. On April 1, 2024, the accrued interest of $143,994 and the principal balance of $1,563,000 were settled with a debt consolidated agreement. See Note 11 – Debt Consolidation Agreement.

NoAs ~~aggregate~~of ~~fees~~June ~~were~~30, ~~billed~~2024, inand ~~either~~2023, the ~~fiscal~~outstanding ~~year~~balances ~~ended~~on ~~June~~the ~~30,~~corresponding ~~2023~~promissory ~~and~~note ~~the~~mentioned ~~fiscal~~above ~~year~~on ~~ended~~10 ~~June~~- ~~30,~~Note ~~2022~~Receivable ~~for~~were ~~assurance~~$1,994,623, and $1,000,000 with the related ~~services~~accrued byinterest ~~the~~of ~~principal~~$58,891 ~~accountant~~and ~~that~~$31,989, ~~are~~respectively. Details ~~reasonably~~see ~~related~~Note to8 ~~the~~– ~~performance~~Promissory notes payable. As of June 30, 2024, the ~~audit~~outstanding orloan ~~review~~balance was $1,994,623 with interest of ~~the~~$58,891 ~~registrant’s~~accrued ~~financial~~from ~~statements~~April 2024 to June 2024.

~~Tax~~On ~~Fees~~January 30, 2023, Hawkeye entered into a consulting agreement with Steve Hall, a shareholder of the Company, to provide real estate and development consulting services, including the supervision of the Company’s senior management, staff and all personnel, whether employees or consultants, strategic planning, property acquisitions and annual budget review. The contract period is 12 months with no option for renewal thereafter. The Company paid Steve Hall a one-time flat service fee of $250,000 on January 31, 2023. Compensation is without recourse and there is no requirement for performance of services during the term of the contract.

NoOn ~~aggregate~~July ~~fees~~15, ~~were~~2024, ~~billed~~Hawkeye ~~for~~Systems, ~~professional~~Inc. ~~services~~and ~~rendered~~Mr. byHall, executed a Debt Consolidation Agreement that was effective as of April 1, 2024, that consolidates the ~~principal~~Company’s ~~accountant~~various historic loans described above from Steve Hall to an amount of $1,770,713.10 (the “Steve Hall Indebtedness”) and extends the maturity date to December 31, 2025, with an annual interest rate of 12%. In addition, as consideration for ~~tax~~the ~~compliance~~forbearance and extension from Steve Hall, ~~tax~~the ~~advice~~Company formally assigned, through an Assignment and ~~tax~~Assumption ~~planning~~Agreement, the $1,753,247.34 that was due to the Company from CNTNR to Steve Hall directly. See Note 11 – Debt Consolidation Agreement for a discussion of the above loans.

~~All~~19 ~~Other~~Table ~~Fees~~of Contents

~~Other~~Director ~~fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal years ended June 30, 2023 and 2022 were $0.~~Independence

~~Audit~~Our ~~Committee~~directors ~~Pre~~are not “independent,” as defined by SEC rules adopted pursuant to the requirements of the Sarbanes-~~Approval~~Oxley ~~Policies~~Act of 2002. Although our stock is not listed for trading on the Nasdaq Stock Market at this time, we are required to determine the independence of our directors by reference to the rules of a national securities exchange or of a national securities association (such as the Nasdaq Stock Market). In accordance with these requirements, we have determined that none of our directors are “independent directors,” as determined in accordance with Rule 4200(a)(15) of the Marketplace Rules of the Nasdaq Stock Market, Inc. Subsequent to June 30, 2024, our board of directors is comprised of Corby Marshall and Chris Mulgrew, none of which are independent directors.

~~Our~~Item Board of Directors performing as the Audit Committee has approved the principal accountant’s performance of services for the audit of the registrant’s annual financial statements and review of financial statements included in our Form 10-K for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending June 30, 202314. ~~Audit-related~~Principal ~~fees,~~Accounting ~~tax~~Fees ~~fees,~~ and ~~all other fees, if any, were approved by the Board of Directors.~~Services

21Audit ~~Table of Contents~~Fees

~~Item~~The ~~15.~~aggregate ~~Exhibits~~fees billed for the fiscal year ended June 30, ~~Financial~~2024 ~~Statement~~and ~~Schedules~~the fiscal year ended June 30, 2023 for professional services rendered by the principal accountants for the audit of the registrant’s annual financial statements and review of financial statements included in the registrant’s Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were: $53,000 and $42,500, respectively.

~~The~~Audit-Related ~~following exhibits are filed as part of this registration statement.~~Fees

Exhibit		Description
3.1		Articles of Incorporation of Registrant (as filed with the SEC on August 27, 2018)
3.2		Bylaws of Registrant (as filed with the SEC on August 27, 2018)
3.3		2019 Employees, Directors and Consultants Stock Option Plan (as filed with the sec on September 3, 2019)
10.1		Consulting Agreement dated as of January 15, 2021 among the Registrant and Christopher Mulgrew (as filed with the SEC on February 1, 2021)
10.2		Employment Agreement dated as of June 11, 2020 between Registrant and Corby Marshall*
10.3		Promissory note agreement dated as of February 27, 2023 between the Registrant and CNTNR as amended and restated on April 6, 2023 (as filed with the SEC on April 12, 2023)
10.4		Promissory note agreement dated as of March 29, 2023 between the Registrant and Steve Hall (as filed with the SEC on April 12, 2023)
10.5		Consulting Agreement dated as of January 30, 2023 between the Registrant and Steve Hall*
10.6		Membership Agreement dated July 17, 2020, between the Registrant, Eagle Equities LLC and Ikon Supplies*
21		List of Subsidiaries (as filed with the SEC on December 9, 2019).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer pursuant to Section 1350
32.2		Certification of Chief Financial Officer pursuant to Section 1350
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

No aggregate fees were billed in either the fiscal year ended June 30, 2024 and the fiscal year ended June 30, 2023 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements.

Tax Fees

No aggregate fees were billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

All Other Fees

Other fees billed for professional services provided by the principal accountant, other than the services reported above, for the fiscal years ended June 30, 2024 and 2023 were $0.

Audit Committee Pre-Approval Policies

Our Board of Directors performing as the Audit Committee has approved the principal accountant’s performance of services for the audit of the registrant’s annual financial statements and review of financial statements included in our Form 10-K for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending June 30, 2024. Audit-related fees, tax fees, and all other fees, if any, were approved by the Board of Directors.

Table of Contents

Item 15. Exhibits, Financial Statement Schedules

The following exhibits are filed as part of this registration statement.

Exhibit		Description

3.1		Articles of Incorporation of Registrant (as filed with the SEC on August 27, 2018)
3.2		Bylaws of Registrant (as filed with the SEC on August 27, 2018)
3.3		2019 Employees, Directors and Consultants Stock Option Plan (as filed with the sec on September 3, 2019)
10.1		Consulting Agreement dated as of January 15, 2021 among the Registrant and Christopher Mulgrew (as filed with the SEC on February 1, 2021)
10.2		Employment Agreement dated as of June 11, 2020 between Registrant and Corby Marshall*
10.3		Promissory note agreement dated as of February 27, 2023 between the Registrant and CNTNR as amended and restated on April 6, 2023 (as filed with the SEC on April 12, 2023)
10.4		Promissory note agreement dated as of March 29, 2023 between the Registrant and Steve Hall (as filed with the SEC on April 12, 2023)
10.5		Consulting Agreement dated as of January 30, 2023 between the Registrant and Steve Hall*
10.6		Membership Agreement dated July 17, 2020, between the Registrant, Eagle Equities LLC and Ikon Supplies*
21		List of Subsidiaries (as filed with the SEC on December 9, 2019).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer pursuant to Section 1350
32.2		Certification of Chief Financial Officer pursuant to Section 1350
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Item 16. Form 10-K Summary

None.

___________

*Filed Herewith

2221 Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	Hawkeye Systems, Inc.
October 16, 2023	By:	/s/ Corby Marshall
September 30, 2024	By:	/s/ Corby Marshall
		Corby Marshall
		Chief Executive Officer
		(Principal Executive Officer)
October 16, 2023	By:	/s/ Christopher Mulgrew
		Christopher Mulgrew
		Chief Financial Officer
		(Principal Financial Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

October 16, 2023	/s/ Corby Marshall
Date: September 30, 2024	/s/ Corby Marshall
	Corby Marshall, Director
	and Principal Executive Officer

2322

Filing Compare · Hawkeye Systems, Inc.