Hawkeye Systems, Inc.

Hawkeye Digital, Inc. operates as a private equity and merchant bank focused on growth-stage and public companies, with an initial expected market focus on digital asset businesses including tokenization, wallets, stablecoins, and blockchain-based financial infrastructure, alongside artificial intelligence businesses as a foundational layer for financial services and other high-growth sectors. The company intends to pursue controlling interests in category-defining growth companies and strategic investments that complement its business. Following a change in control effective April 1, 2026, the company began implementing this strategic business plan, and it holds a 19.9% membership interest in Rift Cyber LLC, a Nevada limited liability company focusing on the intersection of physical security and digital or cybersecurity. The company is not currently registered as a broker-dealer with the SEC or a member of FINRA, and it intends to structure its corporate advisory activities to avoid engaging in activities requiring broker-dealer registration.

The company's competitive positioning is not extensively detailed in the filing, but it identifies specific categories of businesses it intends to evaluate for acquisition or investment, including broker-dealers registered with the SEC and members of FINRA, registered investment advisers and fund managers, businesses providing infrastructure, custody, trading, tokenization or compliance services for digital assets, and financial technology businesses in payments, lending and capital markets software. The company's management expects to consider a target's ability to obtain and maintain regulatory licenses, transferability of client relationships and revenue, experience and retention of the target management team, capital required, and the extent to which the target would broaden services offered to existing advisory clients. The company's strategy depends on the reputations, relationships and experience of its executive officers and directors, and it faces competition for individuals with relevant experience.

The company generates revenue through merchant banking and corporate advisory services, focusing on capital formation, public market preparation, exchange listings, and strategic transactions for growth-stage and public companies. The business model is transaction-dependent and advisory revenue may be concentrated in a small number of engagements, with the amount and timing of revenue varying based on services performed, contractual terms, and timing of client initiatives. The company also intends to make principal investments, acquiring controlling and non-controlling interests in operating businesses, which are illiquid and may require additional capital. The company's strategy contemplates raising capital to invest in and potentially acquire controlling interests in companies that fit its investment criteria, using capital stock, debt, or a combination of these.

The company's product and service line breakdown is centered on its merchant banking and corporate advisory services, which will focus on digital asset businesses and artificial intelligence businesses. The company also holds a 19.9% membership interest in Rift Cyber LLC, which aims to produce a unified smart sensor ecosystem that turns beacons from devices such as cellular telephones, satellites, laptops, and smart devices into a dataset useful for mapping customer behavior, improving client security, or improving employee productivity. Rift's application, Rythe, is anticipated to utilize modular platforms for physical asset monitoring, behavioral anomaly detection, secure access controls, and integrating software and sensor layers. Rift has not generated any revenue since its formation, including during the fiscal year ended June 30, 2026, and does not expect to generate revenue until the Rythe platform is brought to market.

Significant operational developments during the period include a change in control effective April 1, 2026, whereby Hawkeye Holdco LLC acquired beneficial ownership of approximately 68% of the company's common stock, increasing to approximately 91% following June 2026 issuances. The company issued a non-interest-bearing Convertible Promissory Note to HH in an initial principal amount of $2,767,756 ¹, which was converted into 23,064,634 ² shares of common stock at a conversion price of $0.12 ³ per share. The company also entered into a Subscription Agreement with Steve Hall for 2,000 ⁴ shares of Series A Convertible Preferred Stock at a total purchase price of $200,000 ⁵, which were converted into 13,000,000 ⁶ shares of common stock. On June 3, 2026, the company sold a Common Stock Purchase Warrant to HH for aggregate proceeds of $2,218,786 ⁷, granting the right to purchase 221,878,595 ⁸ shares at a purchase price of $0.01 ⁹ per share, which was exercised in full on a cashless basis on June 11, 2026, resulting in the issuance of 218,952,662 ¹⁰ shares of common stock. The company also settled the Eagle Debt for $44,000 ¹¹ plus 500,000 ¹² shares of common stock, recognizing a gain on settlement of debt of $375,751 ¹³, and sold a 5.1% ¹⁴ membership interest in Rift Cyber LLC for proceeds of $13,222 ¹⁵.

The company generated no operating revenue during fiscal year 2026 or fiscal year 2025. Total operating expenses increased $396,990 ¹⁶, or 146.7% ¹⁷, to $667,659 ¹⁸ for fiscal year 2026 from $270,669 ¹⁹ for fiscal year 2025. The company reported a net loss of $572,893 ²⁰ for fiscal year 2026, compared to a net loss of $523,327 ²¹ for fiscal year 2025. Loss from operations increased $396,990 ²² to $667,659 ²³ for fiscal year 2026 from $270,669 ²⁴ for fiscal year 2025. Other income, net, was $94,766 ²⁵ in fiscal year 2026, compared with other expense, net, of $252,658 ²⁶ in fiscal year 2025, an improvement of $347,424 ²⁷. As of June 30, 2026, the company had cash of $2,105,343 ²⁸, total liabilities of $272,782 ²⁹, and total stockholders' equity of $1,991,388 ³⁰, compared with cash of $502 ³¹, total liabilities of $3,135,271 ³², and a total stockholders' deficit of $3,077,354 ³³ as of June 30, 2025.

Management expects to require additional capital to execute its business strategy at the scale contemplated, and expects to raise that capital through the sale of equity or debt securities. The company expects to recognize approximately $600,000 ³⁴ of advisory fee revenue in cash and equity, subject to a non-binding letter of intent, for services performed during July and August 2026.

A primary growth vector is the expansion of the merchant banking and corporate advisory business, focusing on digital assets and other frontier verticals in financial services and technology. The company intends to raise capital to invest in and potentially acquire controlling interests in companies that fit its investment criteria, and to recruit and retain additional personnel to provide business advisory services. The company is exploring the acquisition of a FINRA-registered financial services firm, which would permit it to conduct placement-agent and other securities-related activities. The company also intends to evaluate a possible working capital infusion into Rift Cyber LLC to further develop the seeker technology, and expects to engage Peter Herzog to manage the continued development of the Rift Tech toward commercialization.

Another growth vector is the development of Rift Cyber LLC's technology platform, Rythe, which is anticipated to utilize modular platforms for physical asset monitoring, behavioral anomaly detection, secure access controls, and integrating software and sensor layers. Rift aims to produce a unified smart sensor ecosystem that turns beacons from devices into a dataset useful for multiple purposes. However, Rift's technology and the Rythe project require additional funding before they can be successfully launched, and there can be no assurance that Rift will obtain that funding or that the technology will be successfully commercialized. The company holds a 19.9% membership interest in Rift following the partial sale of its interest.

The company's margin and cost outlook is not explicitly detailed in the filing, but management estimates that baseline public-company and corporate overhead is approximately $125,000 ³⁵ per quarter. This estimate includes the costs of maintaining corporate existence, complying with reporting obligations, and supporting existing administrative infrastructure. The company expects that expenses related to business planning will not recur, but ongoing legal and advisory expenses related to securities counsel, audit, and consulting fees will recur on an annual basis. The company does not expect to be profitable for the foreseeable future as it invests in its business.

The operational outlook involves building out the advisory business, which requires assembling a team, developing a pipeline of engagements, and in some cases obtaining licenses or registrations. As of June 30, 2026, the company had no full-time employees, but beginning September 1, 2026, two executive officers and two additional individuals were offered at-will employment. The company expects that hiring will be paced against its capital resources and the timing of any broker-dealer acquisition. The company does not intend to purchase any significant equipment during the next twelve months.

The company's capital allocation plans include raising additional capital through offerings of equity or convertible debt securities or through the exercise of outstanding warrants. The company has no lines of credit or other bank financing arrangements, and no commitment from any party to provide additional financing. The company received $2,218,786 ³⁶ in cash proceeds from the sale of the HH Warrant, and as of June 30, 2026, had cash of $2,105,343 ³⁷. The company does not anticipate paying cash dividends in the foreseeable future, intending to retain future earnings for reinvestment in the business.

Management has identified several headwinds and constraints to its growth plan. The company's anticipated concentration on digital assets and other frontier verticals may cause demand for advisory services to increase or decrease sharply and without warning, as transaction volumes in these sectors have historically been far more volatile than in the broader capital markets. Adverse conditions in the capital markets would reduce demand for the company's services, and a sustained downturn in transaction activity, or in the digital asset markets in particular, would reduce the number of engagements available and the fees the company could earn. The company also faces risks related to its limited operating history, the need for additional capital to execute its strategy, and the potential for regulatory scrutiny in connection with any acquisition of a registered broker-dealer.

The company's ability to execute its strategy is constrained by its limited financial resources. While management believes existing cash is sufficient to fund obligations for at least the next twelve months, the strategy, including the potential acquisition of a registered broker-dealer, recruitment of personnel, and any further investment in Rift, will require capital substantially in excess of current resources. The company has no commitments for additional financing, and if unable to raise additional capital on acceptable terms, it will be required to delay, reduce the scope of, or abandon some or all of its planned initiatives. Additionally, the company's controlling stockholder, HH, holds approximately 91% of outstanding common stock and can determine the outcome of all matters submitted to stockholders.

The company's business is subject to significant risks, including its limited operating history and lack of revenue, which makes it difficult to evaluate future prospects. The company generated no revenue during fiscal years 2026 and 2025, and its advisory revenue to date is concentrated in a small number of engagements and may not recur. The company's strategy depends on a small number of individuals whose services are not secured by employment agreements, and the loss of any of these individuals would materially impair its ability to source and execute transactions. The company's controlling stockholder, HH, holds approximately 91% ³⁸ of outstanding common stock and can determine the outcome of all matters submitted to stockholders, which may not always coincide with the interests of other stockholders. The company has identified material weaknesses in its internal control over financial reporting, including having only two officers handling all financial transactions and lack of appropriate operational controls. The company has not filed federal or state income tax returns since the tax year ended June 30, 2022, which exposes it to penalties and interest and leaves those tax years open indefinitely. The recent change in control constituted an ownership change under Section 382 of the Internal Revenue Code, which limits the amount of pre-change net operating loss carryforwards that may be used to offset future taxable income, and the company expects that a substantial portion of those carryforwards will not be available. The company's common stock is subject to the penny stock rules, which may make it more difficult for investors to dispose of the stock. The company's Chairman, Martin Sumichrast, was permanently restrained and enjoined from violating Sections 206(2) and 206(3) of the Investment Advisers Act and agreed to pay total disgorgement of profits, prejudgment interest and penalties of $350,000 ³⁹, which may impede the company's ability to raise capital.

Management's message to shareholders emphasizes the strategic realignment of the company following a change in control effective April 1, 2026, to become a leading private equity and merchant bank. The tone is forward-looking and focused on building the advisory business, with management stating that the company intends to raise capital to invest in and potentially acquire controlling interests in companies that fit its investment criteria. Key strategic priorities include conducting merchant banking services in digital assets and other frontier verticals, recruiting and retaining additional personnel, and exploring the acquisition of a registered broker-dealer. Management also highlights the resolution of prior going concern conditions, noting that the company had no outstanding indebtedness as of June 30, 2026, and that management has concluded that no substantial doubt exists about the company's ability to continue as a going concern. Management expects to recognize approximately $600,000 ⁴⁰ of advisory fee revenue in cash and equity, subject to a non-binding letter of intent, and expects to require additional capital to execute its business strategy at the scale contemplated.