x ~~ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

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

For the transition period from ~~________________~~____________ to ~~_______________~~__________

(Address ~~and telephone number~~ of principal executive ~~offices)~~offices (Zip Code)

~~(Former name, former address and former fiscal year, if changed since last report)~~Registrant’s telephone number, including area code

Securities registered pursuant to ~~Section~~section 12(g) of the Act: Common Stock, ~~$0.001~~$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 x☐

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

Indicate by check mark whether the ~~issuer~~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 ~~past~~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~~ x days.Yes ☐ No ¨☒

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such ~~files.~~files). Yes x ☐ No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K. Yes x No ¨☒

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

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 ~~Exchange~~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 ~~Exchange~~ Act). Yes ¨ ☐ No x☒

The aggregate market value of the ~~voting and non-voting~~registrant’s common ~~equity~~stock held by non-affiliates as of ~~June 30, 2019, was $3,150,308.~~

(~~At June 30, 2019,~~ the registrant had 9,897,116 shares of common stock issued and outstanding, of which 4,116,500 shares of common stock issued and outstanding were held by officers and directors. Market value has been computed based uponwas $423,037 on the ~~sales~~closing sale price ~~of privately placed shares at or about such date.)~~

~~As of December 5, 2019, there were 10,417,116 shares~~ of the registrant’s common stock ~~outstanding.~~on June 30, 2022 of $0.028 per share.

The number of shares of registrant’s common stock outstanding as of December 14, 2022 was 42,270,815.

This ~~Annual Report~~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 ~~Indoor Harvest, Corp.~~Hawkeye Systems, Inc. (hereinafter referred to as “we,” “us,” “our,” “our Company” or ~~“Indoor Harvest”~~“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.

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~~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 is 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.

We were incorporated on May 15, 2018 in the State of Nevada. We are a technology holding company, our previous focus was on pandemic management products and services. We are currently seeking other opportunities, while actively trying to liquidate mask inventory and wind-up existing deals. The Company looks to license and acquire technology that improves life and to work with partners to develop cutting edge, “smart” products for a variety of markets. From inception until the date of this filing our activities have primarily consisted of (i) the incorporation of our company, (ii) the development of our business plan ~~(iii)~~and the evaluation of strategic investment and business development ~~of our products, (iv)~~strategies, (iii), recruiting and adding additional consultants and employees, ~~(v) signing contracts~~and (iv) liquidating our stock of personal protective equipment (“PPE”) products through numerous sources.

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.

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 serve as a vehicle for the acquisition of or merger or consolidation with another company (a “target business”). We intend to use capital stock, debt or a combination of these to effect a business ~~(vi) advancing~~combination with a target business which we believe has significant growth potential. The business combination may be with a financially stable, mature company or a company that is in its early stages of development or growth, which could include companies seeking to obtain capital and to improve their financial stability.

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 potential business opportunities. We have not chosen the industry or business in which we will engage and have not conducted any market studies with respect to any business or industry for you to evaluate the possible merits or risks of the target business or the industry in which we may ultimately operate. 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 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.

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.

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:

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 ~~U.S. military~~identification and ~~(vii) development~~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.

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 ~~relationship~~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 ~~Radiant Images, Inc.~~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.

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 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:

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.

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.

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

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 shall contribute to repay the Origination Loan and Additional Contribution with each paying 33.3% of the loss.

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 will be 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.

In October 2022, HIE provided the Company with its financial statements. HIE incurred a net gain of $59,208 between July 01, 2021 and June 30, 2022, and a net loss of 1,385,962 between July 01, 2020 to June 30, 2021, of which the Company has recorded a gain on investment of $19,736, and a loss on investment of $461,987, in fiscal year end of June 30, 2022, and 2021, respectively.

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

The Company is not currently a ~~technology company that~~party to any material legal proceedings and is developing cutting edge optical imaging products for military and law enforcement markets to assist with intelligence, surveillance and reconnaissance (“ISR”). Other potential markets include commercial entertainment and outdoor sportsmanship activities. This “SOCOM to Commercial” model (United States Special Operations Command to Commercial) has worked well for other companies.not aware of any material threatened litigation.

On June 7, 2018, the Company entered into a joint-venture partnership with Insight Engineering, LLC (“Insight”). On August 1, 2018, the Company and Insight incorporated Optical Flow, LLC and entered into an operating agreement (the “Joint Venture” or “Optical Flow”) which superseded the previous joint-venture partnership. Pursuant to the Joint Venture, the Company and Insight will co-develop high resolution imaging systems. Insight is a Nevada limited liability corporation that is ledOffices

Our current executive offices are provided by Lucas Foster, who has two decades of experience working on advanced camera technology for entertainment/motion picture uses. While this experience provides background for development of our products, our technology must be further developed and enhanced for law enforcement and military applications as provided for in our plan of operations. The Company currently owns fifty (50%) percentmanagement of the ~~Joint Venture.~~Company. We do not pay any rent, and there is no agreement to pay any rent in the future.

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

We own no properties related to our operations. We operate from business offices provided by our executive officers.

On September 19, 2019, the Company entered into a Stock Purchase Agreement with Radiant Images, Inc., a California corporation (“Radiant”), as well as Radiant’s shareholder Gianna Wolfe (“Wolfe”) and key employee, Michael Mansouri (“Mansouri”), pursuant to which the Company ~~will~~would acquire 100% of the shares of common stock (the “Shares”) of Radiant from Wolfe, ~~effectuating~~resulting in the acquisition of Radiant. In April 2020, the Company received notice from Radiant of their intent to terminate the Company’s acquisition agreement. Although the Company believes that the termination is not legally valid, the Company ceased further discussions with respect to the acquisition and engaged counsel to pursue litigation for repayment of amounts due by Radiant. The ~~purchase price for~~Company’s investment in Radiant was structured as a revolving note has been classified as a Note Receivable from Radiant due with accrued but unpaid interest. Pursuant to the ~~Shares is equal to $1,810,904.72 plus the cash and cash equivalents of Radiant as~~terms of the close of business on the business day immediately preceding the Closing Date. The purchase price is payable (i) at the Closing by paying the amount of funds required to be paid pursuant to payoff letters payable to various creditors ofrevolving note, Radiant (not to exceed $836,104.72), as well as an amount equal to the purchase price, less the payoff amounts and less amounts previously delivered prior to Closing to Radiant pursuant to a Revolving Note with Optical Flow, LLC, a subsidiary of Hawkeye. The closing is anticipated to occur before December 31, 2019. Prior to closing, Hawkeye is required to ~~have received~~repay the money already invested to Hawkeye with interest. The note receivable was issued on April 26, 2019, is due upon demand of the Company at ~~least $1,500,000~~any time commencing April 26, 2020. The interest rate on the note is 12% and accrues daily on the outstanding balance. At June 30, 2020 interest income of $154,042 had been accrued on the note. Under accounting treatment, this note and interest are impaired on our balance sheet while we resolve this dispute. We had filed a complaint against Radiant and its principals and intended to vigorously pursue this matter and litigation. The dispute was amicably resolved by the parties by means of a Settlement Agreement and Release of All Claims dated November 17, 2021, whereby the Company as “plaintiff” and “cross-defendant” released, and was in turned released, by Radiant, Gianna Wolfe and Michael Mansouri from any and all claims in connection with the ~~sale~~stock purchase agreement and revolving note. No payment was due to or made by the Company in connection with the settlement and release of ~~equity securities.~~this action.

Also at the closing, the Company will enter into employment agreements with each of Mansouri and Wolfe, with an annual salary of $225,000 and $175,000 annually, respectively. In addition, pursuant to the Company’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan, each of Mansouri and Wolfe will be granted an option to purchase up to 375,000 shares of Company common stock at an exercise price equal to the fair market value of the Company’s common stock as of the closing date, which vest one-third on the first anniversary of the closing date and monthly thereafter.

~~During the year ending June 30, 2019, the Joint Venture advanced $920,800 to Radiant Images, Inc. That amount was initially recorded as a note receivable from Radiant.~~

As a result of the Radiant acquisition agreement, the Company and Insight agreed to contribute no further amounts to the Joint Venture, to cease operations of the Joint Venture and the $920,800 previously advanced by the Joint Venture to Radiant is to be considered a investment in Radiant towards the purchase price. Management’s decision to cease operations of the Joint Venture, the Company’s risk of loss for all activities of the Joint Venture to date, and the executed purchase agreement for Radiant, which was executed subsequent to year end but prior to issuance of these financial statements) have led the Company to conclude the Joint venture should be consolidated as of June 30, 2019.

~~Our business office is located at 2702 Media Center Drive, Los Angeles, CA 90065. Our telephone number is 323-737-1314 and our website is www.hawkeyesystemsinc.com.~~

~~We are currently developing a wide field of view, single lens virtual reality imaging product.~~

Initially, these products are being designed to be able to be mounted to law enforcement and/or military personnel to record and stream high resolution images to a wi-fi, Bluetooth network or other proprietary network protocols when required.

On August 1, 2018 the Joint Venture and Insight entered into an exclusive and worldwide license for military and law enforcement purposes (the “License”) to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs. The License is also subject to a five (5%) percent net sales royalty payable to Insight. The License allows the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view. The Company possibly through the joint venture will develop additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use. The Board of Managers of the Joint Venture consists of Corby Marshall from the Company and Lucas Foster from Insight.

Lucas Foster, the principal of our joint venture partnership, has produced or supervised more than 50 feature films, including Bad Boys, Crimson Tide, Dangerous Minds, The Mask of Zorro, Enemy of the State, Man on Fire, Mr. & Mrs. Smith and Law-Abiding Citizen, among many others. Mr. Foster has managed dozens of projects and project teams numbering in the thousands, through completion. Mr. Foster’s entertainment experience includes substantial work with camera technologies upon which our camera system is based. While this experience provides background for development of our products, our technology must be further developed and enhanced for law enforcement and military applications as provided for in our plan of operations.

Mr. Foster is a storyteller, filmmaker and businessman with many years of experience in development, production, marketing and distribution of films and television programs. Mr. Foster started the Warp Group of companies which have been in business for over 20 years. Mr. Foster is also the co-founder of HeadcaseVR – a leading edge virtual reality technology company.

Mr. Foster attended UCLA and Princeton University, where he studied applied sciences, and attended film school. Mr. Foster has spoken at the American Film Institute, UCLA Film School, USC Film School, New York University, the Tisch School of the Arts at NYU, Digital Hollywood, and at the Nokia Forum and various other content and media organizations concerned with the future intersection of media and technology.

A longer-term plan is to develop a next-gen version of Aerial PTZ (pan-tilt-zoom) cameras during long military surveillance flights - there are thousands of such PTZ camera balls in use with the U.S. Military. We call this the “AXA” platform. The AXA will entail the development of a larger ground and aerial platform-based stabilized system that is of the size, weight and power to allow for Ground Vehicular, Manned and Unmanned Aerial Systems deployment based on a networked system of similar or greater technical camera capabilities.

The AXA is intended to provide the military and law enforcement customer with a 360-degree, user-defined and customized, field of view in real-time that is exportable to multiple users or group outputs through various platforms simultaneously. The AXA will also provide geo-location and range data to assist/confirm the objective imagery continuously. In the company’s development path, much effort has been put into the evaluation of licensing the technology versus purchasing Radiant Images in order to benefit from the total upside available in various businesses and industries.

~~The Company is conducting research and development for the further development of this imaging system for the body/head camera platform. The milestones over the next 12-months are:~~

	·	~~Design the single lens platform;~~

	·	~~Develop hardware design and source components;~~

	·	~~Sign a binding agreement with the imaging sensor provider;~~

	·	~~Produce working prototype(s); and~~

	·	~~Get user/client feedback on use cases and user requirements.~~

A longer-term plan is to develop a next-gen version of Aerial PTZ cameras for use during long-duration military surveillance flights - there are thousands of such PTZ Balls in use with the US Military. We call this the “AXA” platform. The AXA will entail the development of a larger ground and aerial platform-based system that is of the size, weight and power needed to allow for Ground Vehicular, Manned and Unmanned Aerial Systems deployment based on a networked system of similar or greater technical camera capabilities.

Our research and development initiatives focus on next generation technology. We continue to develop new technologies to enhance existing products and services, and to expand the range of our offerings through research and development, licensing of intellectual property and acquisition of third-party businesses and technology.

We are able to leverage a Cooperative Research and Development Agreement (the “CRADA”) with a DOD organization. The CRADA allows companies to work with different areas of DOD to conduct research and development and utilize some of its facilities, vehicles, and personnel.

In July 2018, we conducted a field demonstration of the head/body camera platform to JSOC and also had a discussion regarding the capabilities of the AXA and specific unit’s requirements for the AXA.

~~Through the CRADA, this project includes an individual work plan (“IWP”) with DOD that is set to meet conditions of transition by the end of calendar year 2019.~~

~~The IWP sets out what the parties intend to achieve in the presentation, modification and implementation of the products.~~

~~The CRADA Process provides a technology integration deliberate research and development path with a government customer which progresses toward a transitional assessment.~~

The Joint Venture currently has a license to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs, for military and law enforcement purposes. The License will allow the Joint Venture to excel in developing a next generation body and head camera that sees behind the user and presents a clear and wide field of view. The Joint Venture will develop additional technology that may include further iterations of this system, and all the related mounting and charging technologies that facilitate its use. As research and development is undertaken by the Joint Venture it will protect its intellectual property with U.S. and foreign patents and trademarks.

The Hawkeye body worn camera platform is being developed to greatly enhance the quality of imaging on body worn camera platforms. At this point we have developed several early prototypes. We believe it will be different than our competitors because our system will produce up to a 4p steradian (depending on mounting position) image in nearly 8K resolution in both the visible light and infrared spectrums and will offer separate end-user customizable viewing in real-time. Currently, we believe there is a need for much better imaging in the law enforcement and military communities where body/head cameras are regularly utilized.

The products that are being developed by the Company were originally developed for the film and entertainment industry. Pursuant to the License, the Joint Venture has an exclusive and worldwide license for military and law enforcement purposes to use and build products derived from all technology, information, intellectual property and other materials for or relevant to the 360 degree visible and infrared spectrum single lens camera platform, including without limitation, all business plans, technical plans, specifications, templates, demonstration versions, hardware, equipment, software, devices, methods, apparatus, and product designs. The products are being further developed and enhanced for use by law enforcement and military applications. The products are currently operational in the film and entertainment industries but they are not operational or developed enough for law enforcement and military applications yet.

The Company is bringing his decades of experience and technical know-how to the Joint Venture. The 360 degree visible and infrared spectrum camera platform and the AXA are working prototypes and are frequently used in the film and entertainment industries. While this experience provides background for development of our products, our technology must be further developed and enhanced for law enforcement and military applications as provided for in our plan of operations.

The Joint Venture is developing and adapting these products for military and law enforcement purposes. While these products are currently functional in the film and entertainment industries, there is no guarantee that these products are developed sufficiently to meet the needs of military and law enforcement. Demonstrations have been conducted with the U.S. Special Forces and the Company intends to continue to develop and test the products throughout the CRADA process.

The AXA camera system provides an immediate two-fold revenue opportunity due to competitive technology superiority through our interaction with DOD. First, the AXA camera is fundamentally a linked set of image sensors and aspheric lenses that have a high field-of-view (“FOV”) in each lens that can be stitched together almost instantaneously with the Insight software. As such, the individual camera lens can be utilized in both separate and collective configurations. This creates the opportunity for a single, lightweight camera with 6 degrees of freedom and a 4p ~~Steradian Field-of-View to be marketed. The 2~~^nd revenue opportunity is to the AXA camera employment as a collective set of cameras in one fixed unit that provides the additional feature of being able to measure a position in a given time and space including depth, therefore giving ISR assets a volumetric capture ability. We will first discuss the Hawkeye competitive position in Industry with respect to the body worn camera.

The market for body worn camera platforms continues to evolve in response to changing technologies, shifting customer needs and expectations and the potential introduction of new products. Even more importantly is the fact that the body camera market is being driven by litigation and government policy positions that require the use and capture of video streaming by law enforcement and military personnel. As a consequence, not only is the market open to technology insertion but the consumer stakeholders are also in a ‘must-buy’ situation.

Competitors in this specific market with a focus on military and law enforcement include Axon Enterprises Inc., GoPro, Inc., and MOHOC, Inc. Continued evolution in the industry and technology shifts are creating opportunities for both established and new competitors. Key competitive factors include: product performance; product features; product quality and warranty; total cost of ownership; data security; data and information work flows; company reputation and financial strength; and relationship with customers. However, no camera is providing a linkable feed opportunity that can provide command and control manipulation from an operations center without losing video capture feed from the originating camera position—meaning, where the camera was originally oriented. Additionally, the value of this approach in a body-worn configuration is that it can be developed to link similar views of perspective—this can be thought of in terms of a buddy-system employment of a group of cameras in close proximity to one another as they would be configured in a patrolling nature or during routine law enforcement activities. This provides the opportunity for the view audience or audiences to ‘FLOW’ the camera to a view that is peripheral and outside the view of the human eye for early warning or post-event capture analysis. For a military or law enforcement return on investment the camera platform provides a way to multiply the view and presence of the deployed force in a sector by literally providing them ‘eyes in the back of their head’. Post-arrest or detention this camera creates the ability to demonstrate threats that were present at the scene or 3^rd ~~party influencers (riot instigators, crowd actions, etc.) that are not currently available in a traditional Field-of-View camera.~~

The second revenue opportunity is from the collective camera configuration of the AXA system. This configuration allows for an immersive experience from the feed of multiple camera lenses and creates an immediate and sustained 4p steradian field of view that can be customized to single or multiple viewer desired perspectives depending on the viewers peripheral platforms, such as Oculus-like headset, steradian dome viewers, etc. The additional value proposition of the AXA collective camera system is that because at least three (3) camera lenses are in a fixed-point position to a viewing area a mensuration of any point in the space of the field can be determined. This means the military or law enforcement operations center can quickly allocate available assets to a location that is in the viewing area of the AXA system in any direction. Also, with the advancement of the collective lens the light levels required to form a picture will also be reduced, therefore allowing for the capture of imagery during periods of limited visibility.

Overall, the AXA collective and individual camera system provide the Intelligence, Surveillance and Reconnaissance defense and law enforcement sector with, as yet, unforeseen customizable, multi-person consumable imagery in a 3D format that creates a live-virtual experience that can be practically exploited for training, operational targeting and protective early warning. Optical Flow in conjunction with consultants is leading the ISR industry technology integration with the most selective and capable military customer in the US Department of Defense.

~~Background Information on Employment Platforms—Manned and Unmanned Aerial Systems, Mobile and Static Ground surveillance systems, and Surface and Sub-Surface Maritime vessels and equipment.~~

The AXA camera system is platform agnostic – it is adaptable to new cameras and sensors and the math stays the same; only the size of the mounts change. The size, weight and power configuration of the collective camera system as designed, allows it to be employed in/on/from air, ground and water-based surface platforms. The market is wide open in each of these environments, however, we believe the Unmanned Aerial System (“UAS”) market is ready to accept, employ and realize the advantages of the AXA camera system. A couple validations of the concept and the value of AXA include completion of a working stage at Sony Pictures in Los Angeles as well as field tests with DOD organizations that are ongoing.

The market for small UAS has grown significantly since the early 2000s driven largely by the demands associated with the global threat environment and the resulting procurement by military customers, the early adopters for this technology. Small UAS now represent an accepted and enduring capability for the military. The U.S. military’s transformation into a smaller, more agile force that operates via a network of observation, communication and precision targeting technologies accelerated following the terrorist attacks of September 11, 2001, as it required improved, distributed observation and targeting of enemy combatants who operate in small groups, often embedded in dense population centers or dispersed in remote locations. We believe that UAS, which range from large systems, such as Northrop Grumman’s ~~Global Hawk~~ ~~and General Atomics’~~ ~~Predator~~, ~~Sky Warrior~~, ~~Reaper~~ ~~and~~ ~~Gray Eagle~~~~, to small systems, such AeroVironment’s~~ ~~Raven, Wasp AE, Puma AE~~ ~~and~~ ~~Snipe~~, serve as integral components of today’s military force. These systems provide critical observation and communications capabilities serving the increasing demand for actionable intelligence, while reducing risk to individual “warfighters.” Small UAS can provide real‑time observation and communication capabilities to the small units who control them.

As the company’s strategy has evolved we have evolved from the licensing model which was operated by Optical Flow and now we have transitioned to a place where the acquisition of Radiant is the prudent move to provide maximum value for our shareholders.

On September 19, 2019, the Company entered into a Stock Purchase Agreement with Radiant Images, Inc., a California corporation (“Radiant”), as well as Radiant Images major shareholder Gianna Wolfe (“Wolfe”) and key employee, Michael Mansouri (“Mansouri”), pursuant to which the Company will acquire 100% of the shares of common stock (the “Shares”) of Radiant from Wolfe, effectuating the acquisition of Radiant. The purchase price for the Shares is equal to $1,810,904.72 plus the cash and cash equivalents of Radiant as of the close of business on the business day immediately preceding the Closing Date. The purchase price is payable (i) at the Closing by paying the amount of funds required to be paid pursuant to payoff letters payable to various creditors of Radiant (not to exceed $836,104.72), as well as an amount equal to the purchase price, less the payoff amounts and less amounts previously delivered prior to Closing to Radiant pursuant to a Revolving Note with Optical Flow, LLC, a subsidiary of Hawkeye. The closing is anticipated to occur before December 31, 2019. Prior to closing, Hawkeye is required to have received at least $1,500,000 from the sale of equity securities.

Radiant Images is an award-winning digital cinema innovator and rental house providing creative solutions in 2D, 3D, VR and augmented reality, leading-edge cameras and equipment, and unrivaled client support, to the motion picture industry worldwide.

Known as a hub of digital cinema innovation, Radiant’s focus on future technologies and pushing the boundaries of filmmaking sets the company apart from any other rental house. Radiant relies on expert technicians – including award-winning R&D – skilled rental agents, and an array of on-site capabilities to enable creative minds to achieve their vision without compromise.

At Radiant Images, production companies and filmmakers have access to an in-house design and fabrication team able to quickly provide tailor-made solutions to fit client needs, saving time and money. In addition, an in-house post supervisor is available to assist clients with technical workflows and best practices in virtual and augmented reality as well as 2D productions. Clients also can utilize a high-precision lens and sensor diagnostics room for convenient on-site testing.

Radiant’s VR/AR unit also is recognized as an industry leader in testing and developing virtual reality and augmented reality technology. Radiant is the creator of the first-of-its-kind Mobius POV helmet rig, the Dark Corner rigs and the Headcase Codex 360 rig, plus numerous advances in VR mobility and VR power solutions. The company has partnered with VRLIVE (www.VRLIVE.com), a virtual reality live-streaming network that delivers high-quality 360-degree content to any mobile device anywhere.

In late 2015, Radiant Images tripled in size to a new, 28-000-square-foot facility custom built with client comfort and convenience in mind. The location at 2702 Media Center Drive in Northeast LA features an expansive prep area, an R&D lab space, and an adjacent, full client kitchen/lounge with all the amenities; ample parking; easy freeway access and a dedicated AR/VR testing area.

Founded by Michael Mansouri and Gianna Wolfe in 2005, Radiant Images was an early adopter of digital technology as production transitioned from film to digital. The company is built on a single-minded focus of finding ways to simplify complicated filmmaking technology and equipment. From the beginning, Radiant differentiated itself by working with productions to develop solutions rather than just renting out a camera package, becoming in essence the technology arm of production companies. That mindset has sparked a spirit of innovation and collaboration unmatched in the industry.

Radiant is well known for its work with small action cameras and lightweight rigs. For acclaimed Director Danny Boyle’s “127 Hours,” technicians built custom rigs that utilized the SI-2K digital camera to enable key creative shots in the Academy Award-nominated film. For David Ayer’s “End of Watch,” Radiant went a step further, conceiving and developing a mini camera to capture the POV look of the film.

Radiant also is the creator of the Novo, the palm-sized, cinema-quality action camera that won a MARIO Award for innovation. The Novo has been used in a number of feature films, including Transformers 4, Ten, Fast & Furious 7 and In the Heart of the Sea as well as NBC’s Revolution.

Boasting a deep and varied rental inventory, Radiant offers creative, flexible and affordable solutions for any sized project. The company is able to collaborate with 2D, 3D and VR productions from concept to pre-production to capture to post and distribution.

~~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 two directors consisting of Corby Marshall (CEO & CFO) and M. Richard Cutler. The Joint Venture currently has Corby Marshall and Lucas Foster as its managers and it also has several vendors who are currently assisting with development of the body worn camera platform.

Our officers currently donate their time to the development of the Company, and intend to do whatever is necessary in order to bring us to the point of earning revenues. We currently have no other employees, although upon completion of the acquisition of Radiant we will effectively have approximately 20 employees.

The Joint Venture will continue to hire employees and contractors and license and acquire technologies in order to complete the research and development of the body and head camera and in the future, the AXA.

On November 13, 2019, 5W Public Relations LLC (“5W”) filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. ~~That complaint has not been served on Hawkeye.~~ Hawkeye vigorously ~~disputes~~disputed the allegations in the complaint as 5W Public Relations provided virtually no services to Hawkeye during the term of this arrangement but was paid a substantial amount of funds. Hawkeye ~~will not only defend the litigation when and if it is served, but will also~~engaged counsel to provide counterclaims for failure of consideration, fraud in the inducement, general fraud, and other causes of action. ~~Hawkeye anticipates that this litigation if pursued will be~~This proceeding was resolved ~~favorably~~by a Stipulation of Settlement dated May 19, 2022, filed with the Supreme Court of the State of New York. The Company settled all of 5W’s claims for the ~~Company.~~

~~Other than the foregoing, the Company is not currently a party to any material legal proceedings and is not aware~~sum of ~~any material threatened litigation.~~

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

~~We own no properties related to our operations. We operate from business offices provided by our executive officers.~~

On November 13, 2019 5W Public Relations LLC filed a complaint against Hawkeye Systems, Inc. relating to payments allegedly due under a contract for public relations services. That complaint has not been served on Hawkeye. Hawkeye vigorously disputes the allegations in the complaint as 5W Public Relations provided virtually no services to Hawkeye during the term of this arrangement but was paid a substantial amount of funds. Hawkeye will not only defend the litigation when and if it is served, but will also provide counterclaims for failure of consideration, fraud in the inducement, general fraud and other causes of action. Hawkeye anticipates that this litigation if pursued will be resolved favorably for the Company.$30,000.

Other than the foregoing, we are not 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.

From time to time the Company may be named in claims arising in the ordinary course of business. 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.

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. ~~The high and low closing sale prices per share of our common stock since listing has been $3.00 low and $5.00 high. Such quotations~~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 21, 2019~~December 14, 2022 was ~~$2.50~~$0.018 per share.

~~Prior to such period~~Below is a table indicating the ~~average trading volume per day~~range of ~~our~~high and low closing price information for the common stock ~~was less than 500 shares.~~as reported by the OTC Markets Group for the periods listed. These prices do not necessarily reflect actual transactions.

As of ~~October 22, 2019,~~December 14, 2022, there were approximately 58983 record holders of our common stock. This does not include the holders of our common stock who held their shares in street name as of that date.

We have never paid or 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. Any future determination to pay cash dividends will be in compliance with our contractual 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 relevant.

On April 6, 2020, the Company and Steve Hall (the “Lender”), an investor who holds 75% of the Company’s shares of common stock, entered into a convertible promissory note agreement for the principal amount of $250,000 with simple interest accruing at 10% per annum, if repaid within 90 days, and simple interest accruing at 20% per annum if repaid thereafter. The convertible note was extended to April 6, 2022. At the option of holder, the note is convertible into shares of common stock of the Company at any time, during the six months following the date of issuance until the one-year anniversary of the date of issuance at a conversion price of $0.25 per share.

On September 1, 2021, the Company authorized the issuance of 8,829,910 shares of common stock at $0.036 per share to convert the principal balance of the convertible notes equivalent to $250,000, plus accrued interest of $64,880. The aggregate total of $314,880 was recorded as stock payable as of June 30, 2022. The shares were issued on July 28, 2022.

In consideration for the loan of $250,000, the Company also granted to ~~five accredited investors~~the Lender 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance of the note, and eventually exercised into 80,000 shares of common stock at purchase price of $0.04 per share on November 02, 2021.

On December 15, 2020, the Company and Steve Hall (the “Lender”), an investor who holds 75% of the Company’s shares of common stock, entered into a convertible promissory note agreement for the principal amount of $250,000 with simple interest accruing at 10% per annum, if repaid within 90 days, and simple interest accruing at 20% per annum if repaid thereafter. The convertible note was due on December 15, 2021. At the option of holder, this note is convertible to shares of the Company’s common stock, at any time during the six months following the date of issuance until the one-year anniversary of issuance date at a conversion price of $0.25 per share.

In consideration for the $250,000 loan, the company also granted the lender 100,000 stock options, exercisable at $0.25, for a period of two years. These options vested upon the issuance of the notes and eventually exercised for 80,000 common shares at a purchase price of ~~$0.50 per share for total cash proceeds of $357,500. The investors for this purchase also received options to purchase up to 2,860,000 shares via warrants at exercise prices of $1.00 and $2.00.~~$0.04 each on November 2, 2021.

Effective ~~January~~September 1, 2021, the company authorized the issuance of 7,836,757 common shares to be converted into the principal amount of the convertible note, equivalent to $250,000, plus accrued interest of $29,644. The aggregate total of $279,464 was recorded as stock payable as of June 30, ~~2019, 59,100~~2022. The shares were issued ~~at a value~~on July 28, 2022.

On May 23, 2022, the Company granted 500,000 shares of ~~$0.50 per share to four consultants~~restricted common stock as compensation ~~for $29,550~~to Richard Cutler, a director. The shares where appraised at $20,000 and were granted in ~~website, advertising, legal and advisory services provided to~~lieu of cash compensation, contingent upon completion of an acquisition or reverse takeover. The shares are still in the ~~Company during the period.~~process of issuing.

Effective April 18, 2019, 236,600 shares of common stock were issued for cash to two accredited investors at a purchase price of $0.50 and $1.00 per share for total cash proceeds of $155,800. The investors for this purchase also received options to purchase up to 150,000 shares via warrants at exercise prices of $1.50 and $2.00.

The following discussion relates to the historical operations and financial statements of Hawkeye Systems, Inc. for the fiscal year ended June 30, ~~2019.~~2022.

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.~~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.~~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”~~"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.~~annual report.

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

We expect we will require additional capital to ~~meet~~develop our ~~long term operating requirements.~~business plan. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

We had no operating revenues since our inception on May 15, 2018 through the fiscal year ended June 30, 2018. Our activities were financed by the proceeds of share subscriptions. From our inception to June 30, 2018 we raised over $1 million from private offerings of our common stock.

Total expenses in the period of inception to June 30, 2018 were $42,375. The operating loss for these periods is a result of legal and professional fees required to form the Company and complete the joint venture and licensing arrangements.

~~Our financial statements reflect a net loss of $42,375 from inception through June 30, 2018. The loss includes legal, accounting and other professional fees, as well as general corporate expenses.~~

~~We have~~the Company had no$0 operating revenues induring fiscal year 2022 as the Company ceased operations of its PPE business since July 2021. In our fiscal year ended June 30, ~~2019. Our activities have been financed by~~2021, we had operating revenues of $2,556,942. Cost of sales was $2,576,875 resulting in gross loss of $19,933, or (0.8%). These revenues are from the ~~proceeds~~sale of share subscriptions and loans. During our fiscal year ended June 30, 2019, we raised approximately $260,000 from private offerings of our common stock. We raised an additional $400,000 during the period in connection with two promissory notes issued to accredited investors.PPE products.

Total operating expenses in the year ended June 30, ~~2019~~2022 were ~~$1,163,286 which~~$1,230,468 compared to $2,583,100 for the same period in 2021. The decrease in operating expenses is ~~also the Company’s operating loss. The operating loss for this period is~~primarily a result of ~~legal~~company downsizing. The Company’s net loss was $1,288,802 for the fiscal year ended June 30, 2022 compared to $5,203,820 for the fiscal year ended June 30, 2021. The net loss for the fiscal year 2022 is primarily a result of operating expenses, and ~~professional fees required~~interest expense.

During our fiscal year 2021, total operating expenses were $2,583,100 compared to ~~form~~$2,217,981 for the ~~Company, complete~~same period in 2020. The increase in operating expenses is primarily a result of increased write down of inventory. The Company’s net loss was $5,203,820 for the ~~joint venture~~fiscal year ended June 30, 2021 compared to $2,600,468 for the fiscal year ended June 30, 2020. The net loss for the fiscal 2021 is primarily a result of operating expenses, financing expense, loss on settlement of debt and, ~~licensing arrangements,~~loss on investment in our joint venture and continued development of products through that joint venture, and regulatory filing expenses and fees. Are revenues also reflect a credit of $510,568 in interest with is based on the value of securities issued in lieu of interest payments.HIE.

Our cash balance at June 30, ~~2019~~2022 was ~~$18,372.~~$325 compared to $282,131 at June 30, 2021. We do not believe these cash reserves are sufficient to cover our expenses for our operations for fiscal year ending June 30, ~~2020.~~2022. We will require additional funding for our ongoing operations. ~~We have an investment in Radiant Systems of $920,800 at~~

During our fiscal year ended June 30, ~~2019.~~2022, the Company issued common stock valued at $30,000 in connection with a settlement of accounts payable. In addition, the Company issued common stock valued $477,000 associated with stock payables settlements by related parties.

~~On February 11, 2018~~As of our ~~Registration Statement on Form S-1 became effective. We intend to raise up to $10,000,000 through that offering by the sale~~fiscal year ended June 30, 2021, we raised approximately $20,000 from private offerings of ~~5,000,000 shares of~~our common stock ~~at $2.00 per share.~~ and an additional $67,500 from exercise of warrants. We raised additional funds of $500,000, net from a related party, which is included in inventory financing payable and $250,000 from convertible notes related party.

In addition, we intend to raise funds through the sale of equity and the exercise of warrants issued in private ~~placements with underlying shares registered in the Registration Statement.~~placements. Although to date we have had some warrant exercises for cash, there can be no assurance that we will be able to raise money through ~~this offering~~offerings or through the exercise of warrants. If we cannot raise any additional financing prior to the expiration of the first quarter of ~~2020,~~2023, we believe we will be able to obtain loans from management in the future, if necessary, but have no agreement in writing.

We are ~~an emerging growth~~a smaller reporting company and have ~~generated no revenue~~accumulated losses to date. Under a limited operations scenario to maintain our corporate existence, we believe we will require additional funds over the next 12 months to complete our regulatory reporting and filings. However, we will require maximum participation ~~in the public offering~~through private placements, warrant exercises or ~~through~~ alternative financings to implement our ~~complete~~ business plan.

There are no assurances 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.

We expect that working capital requirements will continue to be funded through equity offerings, warrant exercises, and related party advances in the near ~~term.~~future. We have no guarantees or firm commitments that the related party advances will continue in the near ~~term. Our working capital requirements are expected to increase with the growth of our business.~~future.

Existing working capital, further advances, together with anticipated capital raises ~~and anticipated cash flow~~ are expected to be adequate to fund our operations over the next twelve ~~months.~~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 credit with banking institutions or other bank financing ~~arrangements.~~arrangements, we do have a line a credit form a related party (see Note 7 to the Financial Statements). Generally, we have financed operations to date through proceeds from the sale of our common stock, warrant exercises and convertible loans.

Management anticipates additional increases in operating expenses ~~and capital expenditures~~ relating to: (i) ~~funding operations of Radiant Images; (ii)~~ developmental expenses; and ~~(iii) marketing expenses.~~(ii) legal and accounting fees, required to complete our filings with the SEC. We intend to finance these expenses with issuances of securities and through the exercise of outstanding warrants.

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 acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to ~~take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict~~continue our ~~business~~ operations.

As of the date of this ~~Current Report,~~annual report, we do not have any material commitments.

We do not intend to purchase any significant equipment during the next twelve months.

As of the date of this ~~Current Report,~~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.

~~The independent auditors’ report accompanying our June 30, 2019 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.~~

As reflected in the accompanying financial statements, the Company had an accumulated deficit of approximately ~~$(1,716,319)~~$10,882,176 at June 30, ~~2019~~2022 and net loss from operations of ~~$1,163,286.~~$1,288,802.

The Company does not yet have a history of financial stability. Historically, the principal source of liquidity has been the issuance of equity securities and related party advances. In addition, the Company is in the development stage and has ~~generated no revenues~~accumulated losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue operations is dependent on the success of Management’s plans ~~which include the~~and raising of capital through the issuance of equity securities, until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company will require additional funding to finance ~~the growth of~~ its ~~current and expected future~~ operations as well as to ~~achieve its strategic objectives.~~identify, negotiate and materialize a business combination with a target business. The Company believes its current available cash may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and 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 a discussion of our accounting policies and related items, please see the Notes to the Financial Statements, included in Item 8.

We have audited the accompanying consolidated balance sheets of Hawkeye Systems, Inc. (the ~~“Company”~~"Company") as of June 30, ~~2019~~2022 and ~~2018,~~2021, the related statement of operations, ~~stockholders’~~stockholders' equity (deficit), and cash flows for the ~~year~~years then ended, ~~June 30, 2019 and for the period from May 15, 2018 (inception) to June 30, 2018,~~ and the related notes (collectively referred to as the ~~“financial statements”~~"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~2019~~2022 and ~~2018,~~2021, and the results of its operations and its cash flows for the ~~year~~years then ended, ~~June 30, 2019 and for the period from May 15, 2018 (inception) to June 30, 2018,~~ in conformity with accounting principles generally accepted in the United States.

As discussed in Note 4 to the financial statements, the financial statements have been restated to correct certain misstatements.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The 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’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.

These financial statements are the responsibility of the ~~Company’s~~Company's management. Our responsibility is to express an opinion on the ~~Company’s~~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”~~("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.

We 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 misstatement, whether due to error or fraud.

Our audit included performing procedures 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.

~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern~~

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

Common Stock

Additional
Paid-in

Stock Subscription Received/

Accumulated

Total
Stockholders’

Shares

Amount

Capital

(Receivable)

Deficit

Equity

Balance – May 15, 2018 (Inception)

-

$ -

$ -

$ -

$ -

$ -

Common stock issued for cash

8,886,416

889

350,662

(142,500 )

-

209,051

Warrants issued (Stock based Compensation)

-

-

305,174

-

-

305,174

Net loss

-

-

-

-

(42,375 )

(42,375 )
Balance – June 30, 2018

8,886,416

$ 889

$ 655,836

$
(142,500
)

$ (42,375 )

$ 471,850

Common stock issued for cash

951,600

95

260,347

142,500

-

402,942

Common stock issued as compensation

59,100

6

29,544

-

-

29,550

Warrants issued

-

-

252,858

-

-

252,858

Stock options issued as compensation

-

-

422,326

-

422,326

Extension of warrants

-

-

193,054

-

-

193,054

Stock subscription received

-

-

-

170,000

-

170,000

Fair value of conversion feature of note payable

-

-

200,000

-

��
-

200,000

Relative fair value of warrants issued with convertible debt

-

-

184,926

-

-

184,926

Net loss

-

-

-

-

(1,866,998 )

(1,866,998 )
Balance – June 30, 2019

9,897,116

$ 990

$ 2,198,891

$
170,000

$ (1,909,373 )

$ 460,508

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

~~Refer to Note 2 in the financial statements for disclosures over all non-cash investing and financing activities during the period.~~

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

Hawkeye Systems, Inc. (the “Company”), a Nevada corporation incorporated onin May 15, 2018, is a technology holding company ~~developing optical imaging~~until 2022 we focused on pandemic management products and services. We have decided to wind down our PPE business and we are currently looking for ~~military~~opportunities to license and/or acquire interests in 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 ~~law enforcement markets to assist with intelligence, surveillance and reconnaissance (“ISR”). Other potential markets include commercial entertainment and outdoor sportsmanship activities.~~participate in any type of industry that may, in our management’s opinion, meet the business objectives determined by our management team.

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

The preparation 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, ~~useful lives of intangible assets, debt discounts, valuation of derivatives,~~ fair value assumptions used for ~~stock based~~stock-based compensation, ~~arrangements,~~ and the valuation allowance on deferred tax assets.

These financials statements include the results of the Company and the results of the prior reported joint venture, Optical Flow. See Note 4 Investment in Joint Ventures and Acquisitions, for further discussion of the change in accounting for the joint venture from the equity method in prior year and quarters to being considered a consolidated subsidiary as of June 30, 2019.

The Company ~~maintains a~~considers cash ~~balance~~ in ~~a non-interest-bearing account. The Company considers short-term, highly liquid investments that are readily convertible~~banks and other deposits with an original maturity of three months or less when purchased to ~~known amounts of~~be cash and ~~that are so near their maturity that they present insignificant risk of changes in value because of changes in interest rate to be~~ cash equivalents. There were no cash equivalents as of June 30, ~~2019~~2022 and ~~2018.~~2021.

The investment in the Joint Venture was accounted for by the Company using the equity method in 2018 in accordance with FASB ASC 323. The Company currently owns fifty percent (50%) of the Joint Venture, pursuant to the terms and conditions of the Joint Venture and has made contributions of $150,000 as of June 30, 3018 to the Joint Venture. There was no operating activity of the Joint Venture during 2018.

~~The Company evaluates all of its agreements to determine if such~~ instruments have derivatives or contain embedded features that qualify as derivatives. Certain debt agreements have warrants and conversion features that have been evaluated as derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes option pricing model to value the derivative instruments at the grant date. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

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

~~FASB ASC Topic 820, Fair Value Measurements~~Accounts receivable and ~~Disclosures, requires disclosure~~allowance for doubtful accounts

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the ~~fair value~~amount of probable credit losses in its existing accounts receivable. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for services or goods. Accounts with known financial ~~instruments held~~issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the ~~Company. FASB ASC Topic 825, Financial Instruments, defines fair value,~~number of days the balance is past due, and ~~establishes~~the estimated loss is calculated as a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values becausepercentage of the ~~short period of time between~~total category based upon past history. Account balances are charged against the ~~origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:~~allowance when it is probable that the receivable will not be recovered.

The Company had no balance on accounts receivable and allowance for doubtful accounts at June 30, 2022 or 2021.

Inventories, consisting of finished goods and goods in transit, are primarily accounted for using the ~~carrying amounts reported in~~first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the ~~balance sheets for cash~~lower of cost and ~~current liabilities, including notes due~~net realizable value. The Company estimates the net realizable value of inventories based on ~~demand, each qualify as a financial instrument, and are a reasonable estimate~~an assessment of ~~their fair values because of the short period of time between the origination of such instruments and their~~ expected ~~realization and their current market rate of interest.~~sales prices.

The Company has no ~~assets~~inventory as of June 30, 2022, and 2021, respectively.

When required to ~~carried~~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 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.

The Company ~~has~~bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain ~~liabilities, primarily~~criteria are met. The criteria include circumstances in which (a) the ~~beneficial conversion feature~~economic characteristics and risks of ~~certain debt agreements~~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 ~~are considered financial liabilities~~embodies both the embedded derivative instrument and ~~would be measured~~the host contract is not remeasured at fair value under ~~level 3~~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.

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 conversion options embedded in the ~~Fair value hierarchy. The disclosures related to~~instruments based upon the differences between the fair value of ~~this item~~the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

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 net-cash settlement or settlement in ~~Note 5.~~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 ~~has no level 1 or level 2 instruments.~~assesses 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.

Level 1

Level 2

Level 3

Total

Beneficial conversion feature

$ -

$ -

$ 200,000

$ 200,000

Total

$ -

$ -

$ 200,000

$ 200,000

IfThe issuance of the ~~conversion features of conventional~~ convertible debt ~~provide for~~generated a ~~rate of conversion that is below market value, this feature is characterized as a Beneficial Conversion Feature (“BCF”). A~~ beneficial conversion feature (“BCF”), which arises when a debt or equity security is ~~recorded~~issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company 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 ~~Company as~~difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, resulting in a ~~debt~~ discount ~~pursuant to ASC 470-20, Debt with Conversion and Other Options. In those circumstances,~~on the convertible debt (recorded as a component of additional paid-in capital). The discount is ~~recorded net of the discount related to the beneficial conversion feature and the Company amortizes the discount~~amortized to interest expense over the ~~life~~term of the convertible debt. ~~The Company had a $200,000 debt discount related to the warrants issued in connection with the debt. The $200,000 was amortized during 2019 over the life of the debt prior to becoming due on demand.~~

The Company uses the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, the Company does not foresee generating taxable income in the near future and utilizing its deferred tax asset, 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 liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A 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.

~~The Company has not yet recorded revenue, however, revenue when recorded will be~~is recorded in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“Topic 606”). AsRevenue is recognized from product sales when goods are ~~expected~~shipped, title and risk of loss have transferred to ~~be primarily from sales of equipment, installation of equipment~~the purchaser, there are no significant vendor obligations, the fees are fixed or determinable, and technical support services. The Company does not expect significant post-delivery obligations. Revenue from sales of equipment will be recorded upon shipment of the product and acceptance by the customer, assuming collection is reasonably assured. ~~Revenue from installation services~~Amounts billed to customers for shipping and ~~technical services will~~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 ~~recorded over~~acting as an agent. We record estimates for cash discounts, product returns, and other discounts in the period ~~earned~~of the sale. This provision is recorded as a reduction from gross sales and the reserves are ~~recognized under~~ ~~Topic 606~~ inshown as a ~~manner~~reduction of accounts receivable.

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

The 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 ~~reflects the delivery of its services and products to customers in return for expected consideration and includes the following elements:~~estimated.

Basic earnings per share ~~(“EPS”)~~ 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. Diluted EPS includes~~outstanding during the period plus the effect of ~~all~~ potentially dilutive ~~securities as if such are converted. Dilution is computed by applying the treasury~~common stock ~~method. Under this method,~~equivalents, including stock options, ~~and~~ warrants ~~are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used~~ to purchase the Company's common stock, atand convertible note payable. For the ~~average market price during the period. Due to the net loss incurred~~years ended June 30, 2022 and 2021, potentially dilutive ~~instruments would be anti-dilutive. Accordingly, diluted loss per share is~~common stock equivalents not included in the ~~same as basic loss for all periods presented. The following potentially-dilutive shares were excluded from the shares used to calculate~~calculation of diluted earnings per share because they were anti-dilutive are as ~~their inclusion would be anti-dilutive.~~follows:

	June 30, 2019		June 30, 2018		June 30, 2022		June 30, 2021
Warrants		14,655,664		11,645,664		2,493,996		3,069,329
Options		672,000		-		4,256,000		7,280,000
Convertible notes		400,000		-		42,247,315		2,000,000
Total		15,727,664		11,645,664
Total possible dilutive shares						48,997,311		12,349,329

Stock-based compensation to employees and non-employees consist 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 share of common stock is based on the trading price of the Company’s share.

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

During the year ending June 30, 2022, volatility was based on average rates for trading price of the Company’s share, while at the year ending June 30, 2021, volatility was based on average rates for similar publicly traded companies.

The amount of stock-based compensation recognized 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 ~~requisite service~~vesting period of the award.

Certain prior period amounts have been reclassified to ~~non-employees in accordance~~conform with the provisions of ASC Topic 505, subtopic 50, Equity-Based Payments to Non-Employees based upon the fair-value of the underlying instrument. The equity instruments, are valued using the Black-Scholes valuation model. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest and is recognized as an expense over the period which services are received.current year presentation.

~~In June 2018, the FASB~~Management has considered all recent accounting pronouncements issued ~~Accounting Standards Update (“ASU”) ASU 2018-07,~~ ~~Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,~~ ~~which simplifies the accounting for share-based payments granted to nonemployees for goods~~ and ~~services and aligns most of the guidance~~their potential effect on such payments to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019. Early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’sour financial statements.

In ~~February 2016,~~August 2020, the FASB issued ASU ~~2016-02,~~ ~~Leases (Topic 842)~~2020-06, ASC Subtopic 470-20 “Debt-Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging-Contracts in Entity’s Own Equity”. ~~ASU 2016-02 requires lessees~~The standard reduced the number of accounting models for convertible debt instruments and convertible preferred stock. Convertible instruments that continue to ~~recognize lease assets~~be subject to separation models are (1) those with embedded conversion features that are not clearly and ~~lease liabilities on~~closely related to the ~~balance sheet~~host contract, that meet the definition of a derivative, and ~~requires expanded disclosures about leasing arrangements. ASU 2016-02 is~~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, ~~2018 and~~2021, including interim periods inwithin those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, ~~2018,~~2020, including interim periods within those fiscal years.

The Company early adopted this standard effective July 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 ~~early adoption permitted. The adoption of this ASU did not have a material impact on~~ the Company’s ~~financial statements as the Company did not have any lease arrangements that were subject to this new pronouncement.~~historical accounting policy.

The Company’s financial statements are prepared using ~~generally accepted accounting principles in the United States of America~~U.S. GAAP, applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. During the year ended June 30, 2022, the Company had a net loss of $1,288,802. As of June 30, 2022, the Company had an accumulated deficit of $10,882,176. The Company has not ~~yet~~ established ~~an ongoing source of revenues~~ sufficient revenue to cover its operating costs and ~~allow it~~will require additional capital to continue ~~as a going concern. The Company had an accumulated deficit of $(1,909,373) as of June 30, 2019.~~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. The Company is currently seeking additional investment through equity financings and/or debt offerings, including without limitation the exercise of warrants previously issued to shareholders as part of the prior private placements. While the Company has received some financing subsequent to the period from such sources, there are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the CompanyThese factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company includes: 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.

There 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.

Note 4 ~~- Joint Ventures and Acquisitions~~– Restatement of Financial Statements for the Year End June 30, 2021

On ~~June 7, 2018,~~July 17, 2020, the Company entered into a ~~joint-venture partnership~~membership agreement with ~~Insight Engineering,~~Eagle Equities LLC (“~~Insight”~~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”). On August 1, 2018, the Company and Insight incorporated Optical Flow, LLC and entered into an operating agreement (the “Joint Venture” or “Optical Flow”) which superseded the previous joint-venture partnership. PursuantSubject to the ~~Joint Venture, the Company and Insight will co-develop high resolution imaging systems. The Company and Insight each own fifty (50%) percent~~provision of the ~~Joint Venture.~~Agreement, the interest of any net profits shall be shares 33.3% among each member. In an event that there is a loss in some or all of the capital, all members of HIE shall be responsible to contribute capital to repay the loan, and additional contribution, with each party being responsible for 33.3% of the loss.

The Company did not receive any updates of fiscal year 2021 financial statements from HIE until October 2022. For the fiscal year ended June 30, 2021, HIE has obtained a loan of $2,122,963 secured by Eagle as initial funding, of which the Company has recognized 1/3 of its portion of $707,654 as a guarantee of loan payable to Eagle - JV partner, the same amount as investment in HIE, as stipulated in the ~~Joint Venture is accounted for by~~Membership Agreement. In addition, HIE incurred an operating loss of $1,385,962, which resulted in the Company ~~using~~recording 1/3 of its loss of $461,987 under other expenses on the statement of income to offset the investment in HIE as under equity method ~~in 2018~~ in accordance with FASB ASC 323. ~~The Company made a contribution of $150,000 as~~

As of June 30, ~~3018~~2021, the balance of investment in HIE was $245,667 and the balance of loan due to Eagle - JV partner was $707,654.

Effects on the previously issued year 2021 balance sheet referencing the restatement of liability and equity are as follows:

Effects on the previously issued year 2021 Statement of Operations referencing the restatement of other expenses and net loss are as follows:

On August 1, 2019, the Company entered into an agreement with Stratcon Advisory and Tysadco Partners. Pursuant to the ~~Joint Venture. There was no operating activity~~agreement, the Company will pay $6,000 per month for twelve months for corporate development, investment advisory, and investor relations services, payable $3,000 in restricted common stock and $3,000 in cash.

On September 24, 2021, the Company issued 300,000 shares of common stock at $0.10 per share to settle accounts payable of $30,000.

As of June 30, 2022 and 2021, the Company had a balance of $0 and $30,000 in accounts payable, respectively.

On February 19, 2021, Steve Hall, an investor who holds approximately 53% of the ~~Joint Venture during~~Company’s common stock advanced $1 million to the ~~period~~Company. The purpose of the advance was to purchase inventory to satisfy customer orders. The advance will be repaid upon cash being received from ~~inception~~the end customer. In addition to ~~June 30, 2018.~~the principal amount of the advance, the related party will be entitled to 1/3 of the gross profit earned on the transaction. The terms of the agreement are non-interest bearing. The investor is 100% at risk as this is a non-recourse funding vehicle.

~~During the year ending~~In June ~~30, 2019,~~2021 the company ~~invested~~cancelled the contemplated purchase of inventory and returned $500,000 to Mr. Hall. Mr. Hall has agreed to allow the Company to retain the balance to fund future purchases and general operating expenses.

On October 1 2021, the Company and Steve Hall entered into an ~~additional $1,225,000~~agreement to replace the inventory financing payable with a convertible note. Further discussion on Note 7 – Convertible Notes Payable – related party, convertible promissory notes 7.3.

On April 6, 2020, the Company and Steve Hall, entered into a convertible promissory note agreement for the principal amount of $250,000, accruing simple interest at a rate of 10% per annum if repaid within 90 days, and 20% per annum if repaid thereafter. The convertible note was due on April 6, 2021. At the option of the noteholder, the note would convert, at any time, starting six months from the date of issuance through to the one-year anniversary of the date of issuance at a conversion price of $0.25 per share.

The Company recorded a discount on the convertible note due to a beneficial conversion feature of $51,594, which was being amortized over the term of the note.

In consideration for the loan of $250,000, the Company also granted to Mr. Hall 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance of the note. The fair value of the options was $13,297 and was recognized as debt discount as a part of beneficial conversion feature in ~~cash into the Joint venture and Optical Flow had activity during~~ the year ended June 30, ~~2019 including the following operations activity:~~2020.

As of June 30, 2022, and 2021, the outstanding principal amount is $0, and 250,000, respectively.

On December 15, 2020, the Company and Steve Hall, entered into a convertible promissory note agreement for the principal amount of $250,000, accruing simple interest at a rate of 10% per annum, if repaid within 90 days, and 20% per annum if repaid thereafter. The convertible note was due on December 15, 2021. At the option of the noteholder, the note would convert at any time beginning six months after the date of issuance and ending on the date, which is one year from the date of issuance, at a conversion price of $0.25 per share.

The Company recorded a discount on the convertible note due to a beneficial conversion feature of $117,760, which is being amortized over the term of the note.

In consideration for the loan of $250,000, the Company also granted to Mr. Hall 100,000 stock options exercisable at $0.25 for a two-year term. The options vested upon issuance of the note. The fair value of the options was $46,380 and was recognized as debt discount as a part of beneficial conversion feature in the year ended June 30, 2021.

As of June 30, 2022, and 2021, the outstanding principal amount is $0, and 200,933 of which included amortization on debt discount of $0, and $49,067, respectively.

Adoption of ASU 2020-06 for Convertible Promissory Note 7.1, and Convertible Promissory Note 7.2

In connection with the adoption of ASU 2020-06, the Company reclassified the aggregate amount of $169,354, previously allocated to the conversion feature of the Convertible Promissory Note 7.1, and Convertible Promissory Note 7.2 of $51,594, and $117,760 from additional paid-in capital to convertible notes on our balance sheet as of September 1, 2021, respectively. The reclassification was recorded to combine the two legacy units of account into a single instrument classified as a liability. The Company also recognized an aggregate cumulative effect adjustment of $120,287 to the Convertible Promissory Note 7.1, and Convertible Promissory Note 7.2 of $51,594, and $68,693 to accumulated deficit on our balance sheet as of September 1, 2021, respectively. The cumulative effect adjustment was primarily driven by the derecognition of interest expense related to the accretion of the Debt Discount as required under the legacy accounting guidance. Under ASU 2020-06, we would no longer incur non-cash interest expense related to the accretion of the debt discount associated with the embedded conversion option.

As a result of the adoption of ASU 2020-06, at the years ended June 30, 2022 and 2021, amortization of $0 and $119,763 of debt discount feature was recognized as interest expense for the above two notes, respectively.

Conversion of Convertible Promissory Note 7.1 and Convertible Promissory Note 7.2

On September 1, 2021, the Company had converted the convertible promissory note 7.1 and convertible promissory note 7.2 in the aggregate total of $500,000 and the related accrued interest of $94,344 into 16,666,667 shares of common stock with conversion value of $0.035661 per share. As of June 30, 2022, the entire amount of $594,344 is recorded as common stock payable. Subsequently, the shares are registered on July 28, 2022. On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise in exchanged for the related 200,000 shares of stock options.

As of June 30, 2022 and 2021, the aggregate balance of the two notes is $0 and $500,000 less unamortized debt discount of $0 and $49,067 or $0 and $450,933, respectively. Interest expense of $21,427 and $72,917 was recognized during the years ended June 30, 2022 and 2021, respectively.

Exercised of the stock options on Convertible Promissory Note 7.1 and Convertible Promissory Note 7.2

On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise in exchange for the related 200,000 shares for the exercise of the stock options as mentioned on the convertible promissory note 7.1 and convertible promissory note 7.2.

On October 1, 2021, the inventory financing payable of $500,000 with Steve Hall as mentioned on Note 6 – Inventory Financing Payable – related party, was converted into a convertible promissory note accruing simple interest at a rate of 12% for the first 90 days and simple interest rate of 20% thereafter, with a due date on September 30, 2022. At the option of the noteholder, 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, 2022, the accrued interest was $64,932, and the principal balance was $500,000.

On October 1, 2021, Steve Hall agreed to provide a line of credit of up to $1,000,000 to the Company accruing simple interest at 12% for the first 90 days, and 20% thereafter. The principal and interest payable shall be added to the principal amount of the agreement and payable pursuant to the same terms. The line of credit shall expire on October 1, 2022 unless renewed and/or extended by the parties. Over the fiscal year 2022 in multiple transactions dates, the Company has withdrawn a total of $265,000. In connection with the line of credit, the Company has accrued interest of $15,015 in year ended June 30, 2022.

The line of credit has renewed and has been extended with same term and an expiration date of October 1, 2023.

As a result of reclassification of $200,000 to Common stock payable – related party during fiscal year 2022, the ending balances of Common stock payable are $0, and $200,000 as of June 30, 2022, and 2021, respectively.

On June 1, 2020, Steve Hall provided $477,000 for the purchase of PPE, with an agreement of converting such amount into 1,108,000 shares of common stock at $0.25 per share. The stocks were issued in fiscal year 2022.

As of June 30, 2022 and 2021, the Company reported common stock payable-related party of $624,344 and $477,000, which represents 17,416,667 and 1,108,000 shares of common stock to be issued, respectively. See further discussion on Note 11- Stockholders’ Equity.

During the year ended June 30, 2021, the Company had the following common stock transactions:

~~During~~Transactions in stock purchase warrants for the ~~year~~years ended June 30, ~~2019, the Joint Venture advanced $920,800 to Radiant Images, Inc.~~2022 and 2021 are as follows:

As ~~a result~~ of the ~~Radiant acquisition agreement,~~years ended June 30, 2022 and 2021, the Company issued 0, and ~~Insight agreed~~2,278,996 warrants to ~~contribute no further amounts to the Joint Venture, to cease operations~~purchase common stock, respectively.

The composition of the ~~Joint Venture and the $920,800 previously advanced by the Joint Venture to Radiant is to be considered a deposit on the purchase price and is reported on the accompanying balance sheet~~Company’s warrants outstanding at June 30, 2022 are as ~~“Investment in Radiant”. Management’s decision to cease operations~~follows:

The intrinsic value of the Joint Venture, the Company’s risk of loss for all activities of the Joint Venture to date, and the executed purchase agreement for Radiant, which was executed subsequent to year end but prior to issuance of these financial statements, have led the Company to conclude the Joint venture should be consolidatedwarrants as of June 30, ~~2019.~~2022 and 2021 was $0.

~~The Radiant purchase price is equal to $1,810,905 plus~~During 2019, the ~~cash and cash equivalents~~Company’s board of ~~Radiant as of~~directors approved the close of business on the closing date. The purchase price is payable (i) at closing by paying the amount of funds required to be paid pursuant to payoff letters payable to various creditors of Radiant (not to exceed $836,104.72), as well as an amount equal to the purchase price, less the payoff amounts and less amounts previously delivered prior to closing to Radiant pursuant to a Revolving Note with Optical Flow, LLC, a subsidiary of Hawkeye. The closing is anticipated to occur before December 31, 2019. Prior to closing, Hawkeye is required to have received at least $1,500,000 from the sale of equity securities.

Also at the closing, the Company will enter into employment agreements with each of Mansouri and Wolfe, with an annual salary of $225,000 and $175,000 annually, respectively. In addition, pursuant to the Company’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan ~~each~~(“Option Plan”) which authorized the issuance of ~~Mansouri and Wolfe will be granted an option~~options to purchase up to 375,000 shares of Company common stock at an exercise price equal to the fair market value of the Company’s common stock as of the closing date, which vest one-third on the first anniversary of the closing date and monthly thereafter.

2019

2018

Related Party Note 1 -

$ 200,000

-

Related Party Note 2 -

$ 200,000

-

Total

$ 400,000

-

On January 22, 2019, the Company obtained a $200,000 note from a shareholder of the Company that was used to fund the Joint Venture. The note terms provide the note was due on demand after 60 days at which point the lender could request repayment at any time. The Company had the ability to repay the note (in full or in instalments) at any time without notice or penalty. In lieu of interest payments, the Company granted stock options to purchase 150,0002,500,000 shares of common stock ~~as discussed below.~~to its employees, directors, and consultants.

On October 1, 2021, pursuant the ~~option~~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 a term of five years. All of 20 20 . The fair value of these shares was $132,210 of which $127,051 was recognized in the ~~lender,~~fiscal year ended June 30, 2022.

On May 23, 2022, the ~~note was convertible at any time~~Company had granted 3,250,000 stock options, of which 2,000,000 were to related parties. These options vested immediately upon issuance with exercise prices of a range from $0.05 to $0.075 and a term of five years with a fair value of $113,163.

As of the date of ~~issuance for one year subsequent at a conversion price~~this annual report, the Company has issued 2,500,000 stock options under the 2019 Option Plan of ~~$0.50 per share. Upon conversion~~which all are fully vested and exercised before the ~~lender will also be issued (i) two times the number~~fiscal yearend of 2022. There are 4,182,800 shares ~~converted in Series A warrants each~~of stock option exercisable, ~~for one year for one share~~of which all are granted as non-statutory stock options, outside of the ~~Company’s~~Option Plan.

On June 30, 2022, compensation cost for non-vested options of $5,159 will be recognized over the next year.

Additionally, the Company also granted two related parties 500,000 and 250,000 shares of restricted common stock ~~at an exercise price~~for service with conversion value of ~~$1.00~~$0.04 per share ~~and (ii) two times the number of~~on May 23, 2022, respectively. All shares ~~converted in Series B warrants each exercisable for one year for one share~~are restricted until an acquisition or reverse takeover of the ~~Company’s common stock at an exercise price of $2.00 per share.~~Company.

During the year ended June 30, 2021, pursuant the Company’s Option Plan, the Company granted 2,125,000 stock options with ~~additional warrants~~exercise prices ranging from $0.10 to ~~be issued was recorded as~~$0.30 and a ~~debt discount up to the face amount of the note and was amortized to interest expense over the 60 day~~ term of two or five years. These options vested immediately or 20% immediately upon issuance of this option and an additional 20% every three months thereafter. The fair value of these shares was $369,979 of which $127,993 was recognized in the ~~note.~~year ended June 30, 2021.

The fair value of the ~~warrants was approximately $200,000 and~~newly granted options was determined using the Black-Scholes option pricing model with the following assumptions:

~~Expected life:~~	~~0.75 years~~
~~Volatility:~~		~~233~~	%**
~~Dividend yield:~~		0	%**
~~Risk free interest rate:~~		~~2.00~~	%***

* TheFor options issued in the year ended June 30, 2022 and 2021, the volatility rate is based on the ~~average volatility rate of similar publicly traded companies~~

** The Company has no history or expectation of paying cash dividends on its common stock

~~***~~Company’s volatility. The risk-free interest rate 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.

~~Subsequent to the year end this note was converted into 400,000 shares of common stock (see subsequent event footnote).~~

~~The fair value of the stock options issued in lieu of interest payments on the note was determined using the Black-Scholes option pricing model with the following assumptions:~~

~~Expected life:~~	~~5.00 years~~
~~Volatility:~~	~~267~~	%*
~~Dividend yield:~~	0	%**
~~Risk free interest rate:~~	~~2.57~~	%***

* The volatility is based on the average volatility rate of similar publicly traded companies

** The Company has no history or expectation of paying cash dividends on its common ~~stock~~stock.

Transactions in stock options for the ~~U.S. Treasury yield~~years ended June 30, 2022 and 2021 are as follows:

During fiscal year 2022, the Company amortized expenses of $482,200, of which $372,008 was with related parties. As of June 30, 2022, the expenses of $5,159 remains unamortized.

On November 2, 2021, the Company issued 6,275,000 shares of common stock for ~~a term consistent with~~cashless exercise of 7,900,000 shares of stock option.

At the ~~expected life~~fiscal years ended of June 30, 2022, and 2021, the intrinsic value of the ~~awards in effect at the time of grant.~~outstanding options was $0, and 60,500, respectively.

~~Stock compensation expense (recorded~~Note 12 – Paycheck Protection Program Loan

On February 02, 2021, the Company received a Paycheck Protection Program Loan (PPP) of $16,983 from Small Business Administration (SBA). Given the purpose and the underlying conditions of the loan, the Company has recorded the amount received under PPP loan as liability and accrued interest ~~expense on~~as incurred under FASB ASC 470, Debt. On October 05, 2021, the ~~accompanying statement of operations) of $74,800 was~~Company has received a letter from SBA notifying us the entire loan and the interest have been forgiven. Accordingly, the Company has recorded ~~during 2019, which is~~a PPP loan forgiveness in the amount of $16,983, and the ~~option expense vested and earned during~~accrued interest of $310 as other income on the ~~period.~~Statement of income.

On June 13, 2019, the Company entered into a Securities Purchase Agreement pursuant to which it issued a Promissory Note for $200,000 due on the second anniversary of issuance that was used to fund the joint venture. In connection with the ~~Securities Purchase Agreement~~discussion in note 4, – Restatement of Financial Statements for the Year End June 30, 2021, the joint venture investment in HIE LLC is accounted for by the Company ~~issued 100,000 origination shares,~~using the equity method in accordance with FASB ASC 323. HIE has generated a gain of $59,208 and a ~~warrant to purchase 400,000 shares at $1.50 per share exercisable for two years from issuance.~~loss of $1,385,962 during fiscal year 2022, and 2021, respectively, of which the Company recorded 33.33% of such gain and loss in the amounts of $19,736 and ($461,987), respectively.

~~The origination shares were valued at $0.50 per share and the $50,000 was recorded to interest expense. The 400,000 warrants were valued at $184,926 and recorded to interest expense.~~

~~The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions:~~

~~Expected life:~~	~~2.00 years~~
~~Volatility:~~	~~269~~	%*
~~Dividend yield:~~	0	%**
~~Risk free interest rate:~~	~~2.00~~	%***

* The volatility is based on the average volatility rate of similar publicly traded companies

** The Company has no history or expectation of paying cash dividends on its common stock

*** The risk-free interest rate 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.

~~Effective May 15, 2018, 3,000,000 shares of common stock were issued to Corby Marshall, Director, CFO and CEO, at a purchase price of $0.0001 per share for total cash proceeds of $300.~~

~~Effective May 22, 2018, 2,362,500 shares of common stock were issued to~~ 14 ~~investors at a purchase price of $0.01 per share for total cash proceeds of $23,652. This included 1,250,000 shares to directors of the Company.~~

~~Effective June 1, 2018, 612,500 shares of common stock were issued to 9 investors at a purchase price of $0.05 per share for total cash proceeds of $30,625.~~

Effective June 15, 2018, 2,438,666 shares of common stock were issued to 12 investors at a purchase price of $0.15 per share for total cash proceeds of $365,800. The investors for this purchase also received options to purchase up to 9,754,644 shares via warrants at various exercise prices between $0.30 and $2.00, refer to stock purchase warrants table. See stock warrants table below.

Effective June 29, 2018, 472,750 shares of common stock were issued to 29 investors at a purchase price of $0.50 per share for total cash proceeds of $236,375. The investors for this purchase also received options to purchase up to 1,891,000 shares via warrants at exercise prices of $1.00 and $2.00 refer to stock purchase warrants table. See stock warrants table below.

Effective January 30, 2019, 715,000 shares of common stock were issued to five investors at a purchase price of $0.50 per share for total cash proceeds of $357,500. The investors for this purchase also received options to purchase up to 2,860,000 shares via warrants at exercise prices of $1.00 and $2.00 refer to stock purchase warrants table. See stock warrants table below.

Effective January 30, 2019, 59,100 shares were issued at a value of $0.50 per share to four consultants as compensation for $29,550 in website, advertising, legal and advisory services provided to the Company during the period.

Effective April 18, 2019, 236,600 shares of common stock were issued for cash to two investors at a purchase price of $0.50 and $1.00 per share for total cash proceeds of $155,800. The investors for this purchase also received options to purchase up to 150,000 shares via warrants at exercise prices of $1.50 and $2.00 refer to stock purchase warrants table. See stock warrants table below.

The Company ~~issued capital stock during Fiscal 2018~~did not recognize a provision (benefit) for ~~which payment was not received by~~income taxes for the ~~Company as of June 30, 2018, resulting in a stock subscription receivable of $142,500 as of June 30, 2018. The payment of $142,500 was received during 2019. During Q4 of the fiscal year~~years ended June 30, ~~2019,~~2022 and 2021.

At December 31, 2021 and 2020, the Company ~~received payment~~had net deferred tax assets principally arising from the net operating loss carryforward for ~~unissued capital stock as~~income tax purposes multiplied by an expected federal rate of 21%.

As management of the Company cannot 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, ~~2019, resulting in a stock subscription received of $170,000 as of June 30, 2019.~~

~~During the year the company issued warrants in connection with the sales of shares as referenced above. Warrants outstanding are as follows:~~

~~The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions:~~

~~Expected life:~~	~~1 to 2 years~~
~~Volatility:~~	~~267% to 269~~	%*
~~Dividend yield:~~	0	%**
~~Risk free interest rate:~~	~~2.57 to 2.44~~	%***

* The volatility is based on the average volatility rate of three similar publicly traded companies

** The Company has no history or expectation of paying cash dividends on its common stock

*** The risk-free interest rate 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

~~8,661,498 of the warrants issued during the year ended June 30, 2018 had a 1 year to maturity~~2022 and ~~were due to expire on June 30, 2019. On June 28, 2019, a board resolution was passed to extend the expiry of the warrants for one year and these warrants are set to expire on June 30, 2020.~~

During the year, pursuant to the Company’s 2019 Directors, Officers, Employees and Consultants Stock Option Plan the Company granted stock options as remuneration for work performed. The holders of the options rights to acquire shares shall vest 20% immediately upon issuance of this option, and an additional 20% every three months thereafter.

~~The Company also issued 150,000 stock options with a strike price of $0.50 for a 5 year term in lieu of interest payments for the note due on demand which vested upon issuance.~~

~~Refer to tables below for summary of options issued and vested during the year:~~

During the year the fair value of the options granted was $725,517, of which $422,326 has vested. The fair value of the options was determined using the Black-Scholes option pricing model with the following assumptions:

~~Expected life:~~	~~5 years~~
~~Volatility:~~	~~267~~	%*
~~Dividend yield:~~	0	%**
~~Risk free interest rate:~~	~~2.43 to 2.57~~	%***

* The volatility is based on the average volatility rate of three similar publicly traded companies

** The Company has no history or expectation of paying cash dividends on its common stock

*** The risk-free interest rate 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

~~Our effective tax rate differs from the statutory federal income tax rate, primarily as a result of the changes in valuation allowance, nondeductible permanent differences.~~

A reconciliation of the federal statutory income tax to our effective income tax is ~~as follows:~~depicted below:

							June 30,			June 30,
	June 30, 2019			June 30, 2018			2022			2021
Federal statutory rates	$	(392,070	)	$	(8,899	)	$	(270,648	)	$	(1,092,802	)
Income tax adjustment
Stock based compensation								101,262			104,886
Permanent difference		72,981			-			288			343
Valuation allowance against net deferred tax assets	��	319,089			8,899			169,098			987,573
Effective rate	$	-		$	-		$	-		$	-

On June 30, 2022, the Company had federal net operating loss carry forwards of approximately $1,715,118. This loss will never expire but its utilization is limited to 80% of taxable income in any future year.

The ~~tax effect of temporary differences that give rise~~Company is open to ~~a significant portion of the deferred tax assets and liabilities at June 30, 2019 and June 30, 2018 is presented below:~~

~~Due to the uncertainty surrounding the realization of the benefits~~examination of our deferred tax assets in future tax periods, we have placed a valuation allowance against our deferred tax assets at June 30, 2019 and 2018. The Company recognizes valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. The Company’s net deferred income tax ~~asset~~filings in the United States and state jurisdictions for the 2018 through 2021 tax years. Tax attributes from years prior to that can be adjusted as a result of examinations. In the event that the Company is ~~not more likely than not~~assessed penalties and or interest, penalties will be charged to other operating expense and interest will be ~~realized due~~charged to ~~the lack of sufficient sources of future taxable income and cumulative losses that have resulted over the years. During the year ended June 30, 2019, the valuation allowance increased by $319,089.~~interest expense.

~~As of June 30, 2019, we had cumulative net operating loss carryforwards for federal income tax purposes of $1,480,038 which can be carried forward to offset future taxable income.~~

~~During the year the Company issued shares~~Related party transactions are described in detail in Note 6, Note 7, Note 8, and warrants to an investor with direct control over Insight in exchange for $200,000 which was used to fund the Joint Venture. The shares were issued at the prevailing share price and conditions on warrants available to arms length investors. The Company also received an additional $50,000 that was used to fund the Joint Venture from the same investor for which shares and warrants will be issued, but have not been issued as of the date of this filing.Note 10.

~~Management has evaluated events that occurred subsequent to the end of the reporting period shown herein:~~

Effective July 3, 2019 the Company issued 333,333 shares to an accredited investor for $50,000. As part of the investment, the investor was also issued 333,333 warrants to purchase shares of common stock for two years at $.50 per share16 – Commitments and ~~100,000 options to purchase shares of common stock for two years at $.25 per share.~~

On July ~~19, 2019~~17, 2020, the Company ~~issued 260,000 shares~~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 ~~Michael Mansouri~~repay 33.3% of the Origination Loan and ~~260,000 shares~~Additional Contribution and of any losses of HIE.

In addition, the Company is obliged to ~~Gianna Wolfe as partial consideration pursuant~~repay 1/3 of the loan contributed by Eagle or 1/3 of the capital paid by Eagle according to the ~~terms sheet~~membership agreement. As of June 30, 2022, and 2021, the balances of loan due to ~~acquire Radiant Images, Inc. (see discussion below).~~Eagle - JV partner totaled $442,251, and $707,654, respectively.

Effective July 28, 2019 the Company issued 200,000 shares to a related party in consideration for the payment of $50,000 to the Joint Venture, 80,000 shares to an accredited investor in consideration for $20,000 paid on behalf of the Joint Venture, and 22,000 shares to an accredited investor for legal services valued at $11,000.Note 17 - Subsequent Events

On August ~~2, 2019 the investor who acquired a note on January 22, 2019 converted that note to 400,000 shares of common stock.~~

~~On August 23, 2019 the Company issued 40,000 shares to an existing investor to replace shares acquired in a previous private placement that were lost.~~

On September 10, 2019 the Company sold 56,000 shares to an accredited investor for $28,000. Included with the purchase was warrants to 112,000 shares at $1.00 per year for two years and warrants to purchase 112,000 shares at $2.00 per year for two years.

~~On September 11, 2019~~19, 2022, M. Richard Cutler ~~was appointed to~~resigned from the Board of Directors of ~~the Company.~~Hawkeye Systems, Inc for personal reason.

On ~~October~~September 1, ~~2019~~2021, Steve Hall converted two promissory notes with an aggregate principal amount of $500,000 and the ~~Company sold 20,000~~associated accrued interest of $94,344 into 16,666,667 shares of common stock at $0.03566 per share. The transaction was being recorded as common stock payable-related party as of June 30, 2022 and reclassed to ~~an accredited investor for $10,000. Included with~~equity when the ~~purchase was warrants to 20,000~~ shares ~~at $1.00 per year for two years and warrants to purchase 20,000 shares at $2.50 per year for two years.~~were registered on July 28, 2022.

On October 9, 2019 the Company issued 18,400 shares for accounting services, 18,000 shares for computer services and 330,000 shares to a related party for legal services and services as a director of the Company. The shares were valued at $183,200.

~~On October 9, 2019 the Company issued 380,000 shares upon exercise of warrants to an accredited investor.~~

~~On October 11, 2019 the Company issued 6,000 shares upon exercise of warrants to an accredited investor.~~

~~On October 17, 2019 the Company sold 40,000 shares to an accredited investor for $20,000. Included with the purchase was warrants to purchase 40,000 shares at $1.00 per share for one year.~~

~~On October 17, 2019 the Company issued 100,000 shares upon exercise of warrants to an accredited investor.~~

~~On October 17, 2019 the Company issued 18,000 shares in consideration for investor relations services.~~

The Company is subject to various legal and governmental claims or proceedings, many involving routine litigation incidental to the business including product liability or employment related matters. While litigation of any type contains an element of uncertainty, the Company believes that its defense and ultimate resolution of pending and reasonably anticipated claims will continue to occur within the ordinary course of the Company’s business and that resolution of these claims will not have a material effect on the Company’s business, results of operations or financial condition.

Purchase orders or contracts for the purchase of inventory and other goods and services are not included in our estimates. We are not able to determine the aggregate amount of such purchase orders that represent contractual obligations, as purchase orders may represent authorizations to purchase rather than binding agreements. Our purchase orders are based on our current distribution needs and are fulfilled by our vendors within short time horizons. The Company does not have significant agreements for the purchase of inventory or other goods specifying minimum quantities or set prices that exceed our expected requirements.

~~Management of the Company is not aware any other commitments or contingencies that would have a material adverse effect on the Company’s financial condition, results of operations or cash flows.~~

At inception the Company engaged BF Borgers, Certified Public Accountants (“BF Borgers”), to audit its financial statements for the period of inception to June 30, 2018 and the fiscal year ended June 30, 2019. During the period of inception through June 30, 2019 the Company has not had any disagreements with BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to BF Borger’s satisfaction, would have caused them to make reference thereto in their reports on the Company’s financial statements for such periods.None.

~~During the period inception through June 30, 2019 there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.~~

~~During the period inception to June 30, 2019, the Company has not consulted with BF Borgers regarding either:~~

The report of BF Borgers regarding the Company’s financial statements for the fiscal year ended June 30, 2019 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Management’s Annual Report on Internal Control over Financial ~~Reporting~~. 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 ~~misstatements.~~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, ~~2019.~~2021. In making this assessment, our management used the criteria ~~set forth~~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 ~~Internal Control — Integrated Framework.~~ SEC Release 33-8809. In such evaluation, Mr. Marshall and Mr. Mulgrew assessed daily interaction, self-assessment and other on going 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 ~~consisting of a sole officer and director at that time,~~ concluded that, as of June 30, ~~2019,~~2022, our disclosure controls and our internal ~~control~~controls over financial reporting were not ~~effective.~~

~~Table of Contents~~

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 ~~outsources~~outsourced to a qualified consulting firm, and we ~~have~~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~~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. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permits us to provide only management’s report in this annual report.

Changes in Internal Control over Financial ~~Reporting~~. ~~There~~Reporting.

Other than engaging a new financial services firm to provide financial statements, there were no changes in our internal control over financial reporting that occurred during the fourth quarter of the year ended June 30, ~~2019~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

M. Richard Cutler resigned from the Board of Directors of Hawkeye Systems, Inc., on August 19, 2022.

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, Chief Executive Officer, ~~Chief Financial Officer~~ and Director

Corby Marshall is the founder, chief executive officer and director of Hawkeye Systems, Inc. since August 2019. Before that, Mr. Marshall ~~is also~~was the Chief Executive Officer of Hilltop Cybersecurity Inc. (CSE: CYBX) ~~and the chief executive officer of Hilltop Security, Inc.~~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 ~~leading~~ 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.

Mr. Christopher Mulgrew has been our chief financial offer since January 2021 and was elected as a member of our board of directors in May of 2022. 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.

~~M. Richard Cutler, Director~~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.

Mr. Cutler was appointed as a director of the Company in September 2019. Mr. Cutler founded Cutler Law Group in 1996. Mr. Cutler has practiced in the general corporate and securities area and international business transactions since his graduation from law school. Mr. Cutler is a graduate of Brigham Young University (B.A., magna cum laude, 1981); and Columbia University School of Law (J.D. 1984). While at Columbia, Mr. Cutler was honored as a Harlan Fiske Stone Scholar, was Managing Editor of the Columbia Journal of Law and Social Problems, received a Recognition of Achievement with Honors in Foreign and International Law, Parker School of Foreign and Comparative Law and was honored for best senior writing for ~~“United~~"United States v. Ross: A Solution to the Automobile Container Dilemma?”" published in the Columbia Journal of Law & Social Problems in 1983.

Mr. Cutler was admitted to the State Bar of Texas in 1984 and the State Bar of California in 1990. After law school, Mr. Cutler joined Jones, Day, Reavis & Pogue where he practiced in the corporate, securities and mergers and acquisitions departments. Mr. Cutler subsequently spent five years in the corporate and securities department in the Dallas office of Akin, Gump, Strauss, Hauer & Feld. After moving to the west coast, Mr. Cutler was with the Los Angeles office of Kaye, Scholer, Fierman, Hayes & Handler, a New York based law firm, where he continued his corporate securities practice. ~~I n~~

In 1991, Mr. Cutler founded the law firm of Horwitz, Cutler & Beam in Anaheim California, a general practice firm, where he managed the corporate and securities practice for five years. In 1996, Mr. Cutler formed Cutler Law Group in Newport Beach, California, a firm which specializes only in general business, corporate and securities law, as well as international business transactions. Cutler Law Group moved to Augusta, Georgia in September 2002, where he continued to practice law and operated The Club at Raes Creek, a ~~first class~~first-class swim, tennis and fitness club while continuing his legal practice in Augusta.

From 2008 until 2010, Mr. Cutler was President and Chief Executive Officer of Sustainable Power Corp., a company in Baytown, Texas specializing in green energy technologies. Cutler Law Group moved to Houston, Texas in June 2009. Mr. Cutler has been admitted to the U.S. Federal District Courts, Central and Northern Districts of California, U.S. Federal District Court, Southern District of Texas, as well as the U.S. Court of Appeals, Ninth Circuit. Mr. Cutler is the author of ~~“Comparative~~"Comparative Conflicts of Law: Effectiveness of Contractual Choice of Forum,”" published in the Texas International Law Journal. Mr. Cutler is a Director of Nymox Pharmaceutical, Inc.

Mr. Cutler resigned from his office as a member of the Company’s board of directors for personal reasons on August 19, 2022.

Decisions of the Board of Directors are generally taken by unanimous written ~~unanimous resolutions.~~consents. The current ~~Board~~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.

The Company has ~~not yet~~ 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. ~~We have recently expanded operations, the Board of Directors and the executive team. We anticipate adopting a formal Code of Ethics soon.~~

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

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, ~~2019,~~2021, all forms required, if any, were filed with the SEC by such reporting persons.

The following table sets forth information concerning the total compensation paid or accrued by us during the ~~period inception to~~fiscal year ended June 30, ~~2018~~2022 and the fiscal year ended June 30, ~~2019~~2021 to:

~~Employment Agreements and Benefits~~Narrative Disclosure Requirements for Summary Compensation Table

We currently do not currently provide any employee benefit or retirement programs. Our officers’ salaries are determined by the Board of Directors. Officers and employees may receive bonuses from time to time in the form of cash or equity at the sole discretion of the Board of Directors.Compensation

~~We currently do not currently have any compensation agreements in place~~On June 11, 2020, the Company entered into an employment agreement with ~~our officers or directors.~~

~~We may also pay bonuses to our named executive officers and other employees at~~Corby Marshall, the ~~discretion~~Company’s chairman of the board of ~~directors.~~

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 ~~Company’s 2019 Officers, Directors, Employees and Consultants Stock Option Plan, effective January 31, 2019,~~terms of the Employment Agreement, Mr. Marshall shall receive a base salary from the Company ~~issued 150,000~~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 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 1^st, 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 ~~purchase common stock to Corby Marshall~~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 exercise price of $0.55 per share. Other than such issuance, we did not have any outstanding equity awards with any of our executive officers named in the Summary Compensation Table, effective June 30, 2019.additional 20% every three months thereafter. The agreement also included healthcare premiums and automobile allowance.

~~Long-Term Incentive Plans~~As 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.

~~There are no arrangements~~Retirement, Resignation or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors pursuant to our 2019 Officers, Directors, Employees and Consultants Stock Option Plan. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We sponsor 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.

The persons who served as members of our Board of Directors, including executive officers, did not receive any cash compensation for services as directors in 2021 or 2022. We may reimburse our directors for expenses incurred in connection with attending board meetings.

~~We did not pay director’s fees or other cash compensation for services rendered~~

During fiscal year 2022, the Company has issued 2,400,000 stock options that are fully vested on the grant date to the officers and directors. The exercise prices of these options ranged from $0.05 to $0.11. The term of all options is five years. The aggregate fair value of these stock options total $115,642 and was recognized fully as ~~a director in the period~~ of ~~inception to~~ June 30, ~~2018 or~~2022. 900,000 options were exercised by the Company’s officers and directors during the fiscal year ended ~~June 30, 2019.~~2022.

~~We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in~~In fiscal year 2021, the ~~future to receive~~Company granted 1,275,000 stock options to ~~purchase common shares~~its officers and directors. The exercise price of these options ranged from $0.11 to $0.30, and their term was five years. These options vested 20% immediately upon issuance of the options, with an additional 20% vesting every three months thereafter. The fair value of these option was $257,487 of which $97,995 was recognized in year ended June 30, 2021, and $159,495 recognized in year ended June 30, 2022. All stock options have been exercised as ~~awarded by our~~of June 30, 2022.

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. As of the day of this annual report, 3,825,000 shares are exercised on November 2, 202, and 1,500,000 stock options are exercisable.

Director and Executive Officer Outstanding Equity Awards at Fiscal Year-End

The following table provides certain information concerning any common share purchase options, stock awards or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetingsequity incentive plan awards held by each of our ~~board~~named executive officers that were outstanding as of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.June 30, 2022.

The following table sets forth, as of ~~October 18, 2019,~~December 14, 2022, the beneficial ownership of Hawkeye Systems, 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 voting and investment power (subject to applicable community property laws) and that person’s address ~~is care~~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 ~~October 18, 2019~~December 14, 2022 are deemed outstanding for computing the share ownership and percentage of the person holding such options, warrants, or convertible notes but are not deemed outstanding for computing the percentage of any other person. As of December 14, 2022, there were 42,270,815 shares of our common stock outstanding:

Title of Class	Name and Address of Beneficial Owner	Number of Shares Owned Beneficially		Percent of Class Owned			Name and Address of Beneficial Owner	Number of Shares Owned Beneficially		Percent of Class Owned
Common Stock	Corby Marshall (1)	3,000,000			27.7	%	Corby Marshall (1)		1,000,000		2.19	%
Common Stock	M. Richard Cutler (2)		356,000		3.4	%	M. Richard Cutler (2)		500,000		1.09	%
Common Stock	Lucas Foster (1)		600,000		5.8	%	Christopher Mulgrew (3)		750,000		1.64	%
Common Stock	Nicholas Ayling (1)(3)		898,500		8.6	%	Steve Hall (4)		40,643,996		88.98	%
Common Stock	Steve Hall(4)		668,666		6.4	%
All Executive Officers and Directors as a Group (2 persons)			3,356,000		32.2	%
All Executive Officers and Directors as a Group (3 persons)									2,250,000		5.25	%

(1)	c/o Hawkeye Systems, Inc. ~~7119 W. Sunset Blvd, #468,Los Angeles, CA 90046.~~Consists of 1,000,000 shares held by Mr. Marshall pursuant to options.
(2)	c/o Cutler Law Group, P.C., 6575 West Loop South, Suite 500, Bellaire, TX ~~77401~~
~~(3)~~	77401. Consists of ~~586,000 shares held directly by Mr. Ayling and 312,500~~500,000 shares held by ~~Nicholas Ayling Law Corporation. Nicholas Ayling Law Corporation also holds warrants exercisable for up~~Mr. Cutler to be issued which are restricted until acquisition or reverse takeover of the company.
(3)	c/o Hawkeye Systems, Inc. Consists of 1,250,000 shares of stock held by Mr. Mulgrew Christopher, of which options to purchase 500,000 shares of common stock, ~~but~~and 250,000 shares of stock to be issued which are ~~limited to exercise to no more than 4.99%~~restricted until acquisition or reverse takeover of the ~~Company’s common stock.~~company.
(4)	c/o Hawkeye Systems, Inc. Consists of 29,060,663 shares of stock held by Mr. Hall ~~also holds warrants exercisable for up to 2,674,664~~Steve, of which included 2,393,996 shares of ~~common~~warrants, 25,000,000 shares from convertible note, and 16,666,667 shares of stock ~~but which are limited~~ to ~~exercise to no more than 4.99% of the Company’s common stock.~~be issued.

Note: 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.

In addition to the cash and equity compensation arrangements of 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.

As of the date of this ~~Annual Report,~~annual report, other than as disclosed below and in this ~~Current~~annual report, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us.

M. Richard Cutler is President and sole shareholder of Cutler Law Group, P.C. Cutler Law Group, P.C. ~~acts~~acted as our corporate and securities ~~counsel.~~counsel until 2022. M. Richard Cutler has resigned from the Board of Directors of Hawkeye Systems, Inc., on August 19, 2022.

On 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. Both notes and the accrued interests totaled $594,344 have converted on September 1, 2021 for the aggregate total of 16,666,667 shares of common stock. On November 2, 2021, the Company issued 160,000 shares of common stock for cashless exercise of 200,000 shares of stock option.

On October 1, 2021, the inventory financing payable with Steve Hall was converted into a convertible note for the principal amount of $500,000, with annual simple interest rate of 12% for the first 90 days and 20% thereafter. The maturity date of this note was September 30, 2022. 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, 2022, the accrued interest was $64,932.

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 agreement and payable pursuant to the same terms. The Line of Credit shall expire on the due date on October 1, 2022 unless renewed and/or extended by lender and borrower. Over the fiscal year 2022 in multiple transactions dates, the Company has withdrawn a total of $265,000. In connection with the Line of Credit, the Company has accrued interest of $15,015 in year 2022.

Our directors are not “independent,” as defined by SEC rules adopted pursuant to the requirements of the Sarbanes-Oxley 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 ~~Corby Marshall and M. Richard Cutler~~none of our directors are ~~not~~ “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, 2022, our board of directors is comprised of Corby Marshall and Chris Mulgrew, none of which are independent directors.

The aggregate fees billed for the ~~period of inception to~~fiscal year ended June 30, ~~2018~~2022 and the fiscal year ended June 30, ~~2019~~2021 for professional services rendered by the principal accountants for the audit of the ~~registrant’s~~registrant's annual financial statements and review of financial statements included in the ~~registrant’s~~registrant's Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were: ~~$8,500~~$52,340 and ~~$37,060,~~$45,060, respectively.

No aggregate fees were billed in either the ~~period inception to~~fiscal year ended June 30, ~~2018~~2022 and the fiscal year ended June 30, ~~2019~~2021 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.

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

Other fees billed for professional services provided by the principal accountant, other than the services reported above, for the ~~period inception to~~fiscal year ended June 30, ~~2018~~2022 and the fiscal year ended June 30, ~~2019~~2021 were $0 and $0.

Our Board of Directors performing as the Audit Committee ~~by their Chair~~ 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 orfor services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the fiscal year ending June 30, ~~2019.~~2022. Audit-related fees, tax fees, and all other fees, if any, were approved by the Board of Directors.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized.

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.

Large accelerated filer	¨☐	Accelerated filer	¨☐
Non-accelerated ~~filer~~Filer	¨☒	Smaller reporting company	x☒
~~(Do not check if a smaller reporting company)~~		Emerging growth company	x☐

~~PART I~~FORWARD-LOOKING STATEMENTS


PART I
Item 1.	~~Description of Business~~Business.		4
Item 1A.	Risk Factors.		7
Item 1B.	Unresolved Staff Comments.		7
Item 2.	~~Description of Property~~Properties.		147
Item 3.	Legal ~~Proceedings~~Proceedings.		147
Item 4.	~~Submission of Matters to a Vote of Security Holders~~Mine Safety Disclosures.		8
		15
Part II
Item 5.	Market ~~for~~For Registrant’s Common Equity, ~~and~~ Related Stockholder Matters and ~~Small Business~~ Issuer Purchases of Equity ~~Securities~~Securities.		158
Item 6.	~~Selected Financial Data~~[Reserved]		1610
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operation~~Operations.		1610
Item 7A.	Quantitative ~~and~~And Qualitative Disclosures About Market ~~Risk~~Risk.		1812
Item 8.	Financial Statements and Supplemental Data.		19F-1
Item 9.	Changes Inin and Disagreements With Accountants on Accounting and Financial ~~Disclosures~~Disclosure.		3813
Item 9A.	Controls and ~~Procedures~~Procedures.		3813
Item 9B.	Other ~~Information~~Information.		14
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
		39
Part III
Item 10.	Directors, Executive Officers ~~Promoters, Control Persons~~ and Corporate ~~Governance; Compliance with Section 16(a) of the Exchange Act~~Governance.		3914
Item 11.	Executive ~~Compensation~~Compensation.		4116
Item 12.	Security Ownership ofOf Certain Beneficial Owners and Management and Related Stockholder ~~Matters~~Matters.		4319
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		4319
Item 14.	Principal Accountant Fees and ~~Services~~Services.		4420

Part IV
Item 15.	~~Exhibits~~Exhibit and Financial Statement Schedules.		4521
Item 16.	Form 10-K Summary.

	*High*		*Low*
June 30, 2022 to date	$	0.02	$	0.01
Quarter ended June 30, 2022	$	0.05	$	0.02
Quarter ended March 31, 2022	$	0.06	$	0.04
Quarter ended December 31, 2021	$	0.13	$	0.02
Quarter ended September 30, 2021	$	0.14	$	0.06
Quarter ended June 30, 2021	$	0.13	$	0.06
Quarter ended March 31, 2021	$	0.55	$	0.13

Part 1	FINANCIAL INFORMATION
~~Part I~~	~~FINANCIAL INFORMATION~~

	Report of Independent ~~Auditor~~Registered Public AccountingFirm (PCAOB ID: 5081)	20F-2

	Balance Sheets as of June 30, ~~2019~~2022 and ~~June 30, 2018~~2021	21F-3

	Statements of Operations for the ~~year ending~~years ended June 30, ~~2019~~2022 and ~~period from May 15, 2018 (inception) to June 30, 2018~~2021	22F-4

	Statements of Changes in Stockholders’ Equity (Deficit) for the ~~year ending~~years ended June 30, ~~2019~~2022 and ~~period from May 15, 2018 (inception) to June 30, 2018~~2021	23F-5

	Statements of Cash Flows for the ~~year ending~~years ended June 30, ~~2019~~2022 and ~~period from May 15, 2018 (inception) to June 30, 2018~~2021	24F-6

	Notes to Financial Statements	25F-7

	June 30, 2019			June 30, 2018
Assets
Current assets:
Cash	$	18,372		$	334,650
Prepaid and other assets		4,855

Total current assets		23,227			334,650

Investment in joint venture		-			150,000
Investment in Radiant Images, Inc.		920,800
Equipment, Net		3,145

Total assets	$	947,172		$	484,650

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable and accrued liabilities	$	86,664		$	12,800
Notes payable, related party		400,000			-

Total current liabilities		486,664			12,800

Total liabilities		486,664			12,800

Contingencies (note 10)

Stockholder’s Equity:
Preferred stock, $0.0001 par value, 50,000,000 shares authorized, no shares issued and outstanding	-			-
Common stock, $0.0001 par value, 400,000,000 shares authorized, 9,897,116 and 8,886,416 shares issued and outstanding as of June 30, 2019 and June 30, 2018		990			889
Additional paid-in capital		2,198,891			655,836
Stock subscription receivable		-			(142,500	)
Stock subscription received		170,000
Accumulated deficit		(1,909,373	)		(42,375	)

Total stockholders’ equity		460,508			471,850

Total liabilities and Stockholders’ Equity	$	947,172		$	484,650

	·	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.

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

	·	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.

	Years Ended
	June 30,
	2022			2021 (Restated)

Sales	$	-		$	2,556,942
Cost of sales		-			2,576,875
Gross profit (loss)		-			(19,933	)

Operating expenses:
General and administrative		284,751			166,713
Management compensation		799,593			897,651
Professional fees		78,811			173,226
Professional fees - related party		61,500			367,228
Marketing		5,813			94,809
Write-down of inventory		-			883,473
Total operating expenses		1,230,468			2,583,100

Loss from operations		(1,230,468	)		(2,603,033	)

Other income and (expense):
Interest expense		-			(14,613	)
Interest expense - related party		(95,363	)		(180,305	)
Financing expense		-			(65,402	)
Financing expense - related party		-			(1,508,211	)
PPP loan forgiveness		17,293			-
Gain (loss) on investment in HIE		19,736			(461,987	)
Loss on settlement of debt		-			(370,269	)
Total other expense		(58,334	)		(2,600,787	)

Net loss	$	(1,288,802	)	$	(5,203,820	)

Net loss per common share - basic and diluted	$	(0.06	)	$	(0.31	)
Weighted average common shares outstanding - basic and diluted		23,123,336			16,784,557

	For the year ended June 30, 2019			For the period from May 15, 2018 (inception) to June 30, 2018

Revenue	$	-		$	-

Expenses:
General and administrative expenses**		114,058			1,075
Stock compensation expense		193,054			-
Legal and professional expenses**		183,370			41,300
Regulatory filing expenses and fees		59,282			-
Escrow fees		11,893			-
Marketing expenses**		54,438			-
Consulting expenses**		340,425			-
Management compensation**		399,820			-
Total expenses		1,356,340			42,375

Operating loss		(1,356,340	)		(42,375	)

Non-operating income (expense):
					-
Interest expense**		(510,658	)		-
Total non-operating expense		(1,673,944	)		(42,375	)

Net loss	$	(1,866,998	)	$	(42,375	)

Net loss per share – basic and diluted	$	(0.20	)	$	(0.01	)

Basic and diluted weighted average shares outstanding		9,253,980			4,443,208

	Common Stock				Additional Paid-in		Stock Subscription Received/			Accumulated			Total Stockholders’
	Shares		Amount		Capital		(Receivable)			Deficit			Equity

Balance – May 15, 2018 (Inception)		-	$	-	$	-	$	-		$	-		$	-
Common stock issued for cash		8,886,416		889		350,662		(142,500	)		-			209,051
Warrants issued (Stock based Compensation)		-		-		305,174		-			-			305,174

Net loss		-		-		-		-			(42,375	)		(42,375	)
Balance – June 30, 2018		8,886,416	$	889	$	655,836	$	(142,500	)	$	(42,375	)	$	471,850

Common stock issued for cash		951,600		95		260,347		142,500			-			402,942
Common stock issued as compensation		59,100		6		29,544		-			-			29,550
Warrants issued		-		-		252,858		-			-			252,858
Stock options issued as compensation		-		-		422,326					-			422,326
Extension of warrants		-		-		193,054		-			-			193,054

Stock subscription received		-		-		-		170,000			-			170,000

Fair value of conversion feature of note payable		-		-		200,000		-		��	-			200,000

Relative fair value of warrants issued with convertible debt		-		-		184,926		-			-			184,926
Net loss		-		-		-		-			(1,866,998	)		(1,866,998	)
Balance – June 30, 2019		9,897,116	$	990	$	2,198,891	$	170,000		$	(1,909,373	)	$	460,508

					Additional			Common
	Common Stock				Paid-in			Stock			Accumulated			Stockholders’
	Shares		Amount		Capital			To Be Issued			Deficit			Equity (Deficit)
Balance, June 30, 2020		14,828,036	$	1,483	$	4,527,925		$	139,500		$	(4,509,841	)	$	159,067

Common shares issues for stock to be issued		425,000		43		139,457			(139,500	)		-			-
Common shares issued for conversion of debt		469,623		47		525,931						-			525,978
Common stock and warrants issued for cash		100,000		10		19,990			-			-			20,000
Common stock and warrants issued for services - related parties		740,000		74		146,486			-			-			146,560
Stock based compensation – options		-		-		485,455			-			-			485,455
Stock based compensation – warrants		-		-		1,563,708			-			-			1,563,708
Debt forgiveness		-		-		20,932			-			-			20,932
Warrants exercised for cash		175,000		17		67,483			-			-			67,500
Common stock issued for settlement of debt		515,000		51		179,949			-			-			180,000
Common stock issued for common stock payable		668,489		67		161,933			-			-			162,000
Beneficial conversion feature		-		-		117,760			-			-			117,760
Net loss		-		-		-			-			(5,203,820	)		(5,203,820	)
Balance, June 30, 2021 (Restated)		17,921,148	$	1,792	$	7,957,009		$	-		$	(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		300,000		30		29,970			-			-			30,000
Stock based compensation – options		-		-		482,200			-			-			482,200
Stock option cashless exercised		6,275,000		627		(627	)		-			-			-
Common stock issued for common stock payable		1,108,000		111		476,889			-			-			477,000
Net loss		-		-		-			-			(1,288,802	)		(1,288,802	)
Balance, June 30, 2022		25,604,148	$	2,560	$	8,776,087		$	-		$	(10,882,176	)	$	(2,103,529	)

	For the year ended June 30, 2019			For the period from May 15, 2018 (inception) to June 30, 2018

Cash flows from operating activities:
Net loss	$	(1,866,998	)		(42,375	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,673
Accrued interest		932			-
Shares issued in lieu of interest payment		50,000			-
Options issued for services		347,526			-
Shares and warrants issued for services		29,550			-
Stock compensation expense for warrant extensions		193,054
Amortization of debt discount		200,000			-
Warrants issued in lieu of interest payments		184,926			-
Options issued in lieu of interest payments		74,800			-
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(4,856	)
Accounts payable and accrued liabilities		72,933			12,800
Net cash used in operating activities		(716,460	)		(29,575	)

Cash flows from investing activities:
Investment in joint venture					(150,000	)
Investment in Radiant Images, Inc.		(770,800	)
Equipment purchases		(4,818	)
Net cash used in investing activities		(775,618	)		(150,000	)

Cash flows from financing activities:
Issuance of common stock and receipt of paid-in capital		775,800			514,225
Notes issued		400,000			-
Net cash provided by financing activities		1,175,800			514,225

Net increase(decrease) in cash		(316,278	)		334,650

Cash, beginning of period		334,650			-

Cash, end of period	$	18,372			334,650

Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest	$	-			-
Income taxes	$	-			-

	·	~~Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.~~

	·	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

	·	~~Level 3 inputs to the valuation methodology us one or more unobservable inputs which are significant to the fair value measurement.~~

	Level 1		Level 2		Level 3		Total

Beneficial conversion feature	$	-	$	-	$	200,000	$	200,000

Total	$	-	$	-	$	200,000	$	200,000


F-9
·	~~executed contracts with the Company’s customers that it believes are legally enforceable;~~

	1)	volatility based on the Company’s average volatility rate,
	2)	risk free interest rate based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of the grant,
	3)	the expected life of the option or warrants, and
	4)	expected cash dividend rate on shares of common stock.

Balance Sheet at June 30, 2021:	Originally Reported			Restatement Adjustment			As Restated
ASSETS
Current assets:
Cash	$	282,131		$	-		$	282,131
Prepaid expenses		3,000						3,000
Total current assets		285,131			-			285,131

Investment in HIE		-			245,667			245,667

Total assets	$	285,131		$	245,667		$	530,798

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	133,088		$	-		$	133,088
Convertible note payable, net of discount - related party		450,933			-			450,933
Inventory financing payable - related party		500,000			-			500,000
Common stock payable		200,000						200,000
Common stock payable - related party		277,000			-			277,000
Total current liabilities		1,561,021			-			1,561,021

Long-term liabilities:
Loan payable to Eagle - JV partner		-			707,654			707,654
PPP loan		16,983						16,983
Total liabilities		1,578,004			707,654			2,285,658

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; 25,604,148 and 17,921,148 shares issued and outstanding, respectively		1,792			-			1,792
Additional paid-in capital		7,957,009			-			7,957,009
Accumulated deficit		(9,251,674	)		(461,987	)		(9,713,661	)
Total stockholders’ equity deficit		(1,292,873	)		(461,987	)		(1,754,860	)
Total liabilities and stockholders’ deficit	$	285,131		$	(461,987	)	$	530,798

Statements of Operations from 07/01/2020 to 06/30/2021	Originally Reported			Restatement Adjustment			As Restated
Sales	$	2,556,942		$	-		$	2,556,942
Cost of sales		2,576,875			-			2,576,875
Gross profit		(19,933	)		-			(19,933	)

Operating expenses:
General and administrative		166,713			-			166,713
Management compensation		897,651			-			897,651
Professional fees		173,226			-			173,226
Professional fees - related party		367,228			-			367,228
Marketing		94,809			-			94,809
Write-down of inventory		883,473			-			883,473
Total operating expenses		2,583,100			-			2,583,100

Loss from operations		(2,603,033	)		-			(2,603,033	)

Other expense:
Interest expense		(14,613	)		-			(14,613	)
Interest expense - related party		(180,305	)		-			(180,305	)
Financing expense		(65,402	)		-			(65,402	)
Financing expense - related party		(1,508,211	)		-			(1,508,211	)
Loss on investment in HIE		-			(461,987	)		(461,987	)
Loss on settlement of debt		(370,269	)		-			(370,269	)
Total other expense		(2,138,800	)		(461,987	)		(2,600,787	)

Net loss	$	(4,741,833	)	$	(461,987	)	$	(5,203,820	)

Net loss per common share - basic and diluted	$	(0.28	)	$	-		$	(0.31	)
Weighted average common shares outstanding - basic and diluted		16,784,557			-			16,784,557

	·	On September 1, 2021, Steve Hall converted a note with a principal amount of $500,000 and the associated accrued interest of $94,344 into16,666,667 shares of common stock at $0.03566 per share. The transaction was being classified as common stock payable-related party as of June 30, 2022. The shares were registered on July 28, 2022.

	·	On May 23, 2022, the board of directors granted two related parties 500,000 and 250,000 shares of restricted common stock, respectively with conversion value 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.

~~Expenses:~~		·	Issued 469,623 shares of common stock in exchange for conversion of debt and accrued interest of $525,978.

~~Management fees~~	·		~~228,500~~
~~Consulting fees~~			~~45,000~~
~~Legal and professional fees~~			~~24,781~~
~~Marketing expenses~~			~~23,888~~
~~Meals, entertainment and travel expenses~~			~~71,410~~
~~Project management expenses~~			~~13,413~~
~~General and administrative expenses~~			~~24,126~~
~~Depreciation~~			~~1,673~~
~~Total operating expenses~~			~~432,791~~	Issued 175,000 shares of common stock associated with the exercise of warrants for $67,500.

	·	Issued 425,000 shares of common stock for stock subscriptions of $139,500 received prior to June 30, 2020.

~~Loss from operations~~	·	Issued 515,000 shares of common stock in exchange for settlement of $180,000 in accrued salary to our CEO.

~~(432,791~~	) ·	Issued 100,000 units consisting of: (i) 100,000 shares of common stock, and (ii) 100,000 options that are exercisable for 2 years for an exercise price of $0.25 per share. The purchase was at $0.20 per unit, for a total purchase price of $20,000.

	·	Issued 668,489 shares of common stock for common stock payable of $162,000.

	·	Issued 740,000 shares of common stock for service of $146,560 to related parties.

	Number of			Weighted Average
	Warrants			Exercise Price
Balance at June 30, 2020		7,047,135		$	1.52
Granted		2,278,996			1.06
Exercised – shares issued		(175,000	)		0.39
Expired		(6,081,802	)		1.60
Balance at June 30, 2021		3,069,329			2.27
Granted		-			-
Exercised – shares issued		-			-
Expired		(575,333	)		0.96
Balance at June 30, 2022		2,493,996		$	1.78

Exercise Price		Number of Warrants		Weighted Average Remaining Life (in years)
$	0.20		100,000		0.43
$	0.30		349,998		1.84
$	0.50		666,666		1.84
$	1.00		708,666		1.84
$	2.00		668,666		1.84
			2,493,996		1.78

	2019		2018
Related Party Note 1 -	$	200,000		-
Related Party Note 2 -	$	200,000		-
Total	$	400,000		-

	Warrant Shares		Weighted Average Exercise Price
Balance at May 15, 2018 (inception)		-	$	-
Granted		11,645,654	$	1.04
Exercised		-		-
Forfeit or cancelled		-		-
Balance at June 30, 2018		11,645,654	$	1.04
Granted		3,010,000	$	1.51
Exercised		-		-
Forfeit or cancelled		-		-
Balance at June 30, 2019		14,655,664	$	1.14

Options Granted	# of Options		Weighted Average strike price		Weighted Average Grant date fair value		Weighted Average remaining life (in years)
Outstanding as of 7/1/2018		-		-		-		-
Granted		1,455,000		0.52		725,000		4.59
Exercised		-		-		-		-
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding as of 6/30/2019		1,455,000		0.52		725,000		4.59

Vested as of 6/30/2019		672,000		0.52		335,000		4.59

	June 30, 2019			June 30, 2018
Deferred income tax asset
Net operating loss carryforwards	$	310,808		$	6,211
Accruals		17,180			2,688
Total deferred income tax asset		327,988			8,899
Valuation allowance		(327,988	)		(8,899	)
Total deferred income tax asset	$	-		$	-

Name	Age	Position
Corby Marshall	5052	Chief Executive Officer and Director
Christopher Mulgrew	49	Chief Financial Officer and Director
M. Richard Cutler¹	6164	Director

	●·	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.

(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	2022		243,597					66,511					310,108
Corby Marshall, Chief Executive Officer	2021		250,000			100,000		37,497					387,497
Christopher Mulgrew, Chief Financial Officer & Director	2022		195,000			10,000		17,415					222,415
Christopher Mulgrew, Chief Financial Officer & Director	2021		80,000					182,493					262,493
Richard Cutlet, Director (Resigned on August 19, 2022)	2022					20,000		31,716					51,716
Richard Cutlet, Director (Resigned on August 19, 2022)	2021							37,497					37,497

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		1,000,000		0		0	$	0.02	05/22/2027		0		0		0		0
Christopher Mulgrew, Chief Financial Officer & Director		500,000		0		0	$	0.01	05/22/2027		0		0		0		0
Richard Cutlet, Director		0		0		0		0			0		0		0		0

Exhibit		Description

3.1		Articles of Incorporation of Registrant*
3.2		Bylaws of Registrant*
3.3		2019 Employees, Directors and Consultants Stock Option Plan
10.1		Joint Venture Agreement dated May 9, 2018*
10.2		Joint Venture Operating Agreement for Optical Flow, LLC dated August 1, 2018*
10.3		Exclusive License Agreement between Insight Engineering LLC and Optical Flow, LLC dated as of August 1, 2018*
10.4		Form of Subscription Agreement*
10.5		Form of Series A Warrant for $.15 stock issuance*
10.6		Form of Series B Warrant for $.15 stock issuance*
10.7		Form of Series C Warrant for $.15 stock issuance*
10.8		Form of Series D Warrant for $.15 stock issuance*
10.9		Form of Series A Warrant for $.50 stock issuance*
10.10		Form of Series B Warrant for $.50 stock issuance*
10.11		Corporate Development, Investor Relations and Advisory Agreement, dated as of August 1, 2019 between the Registrant and Stratcon Advisory and Tysadco Partners. *
10.12		Stock Purchase Agreement dated as of September 19, 2019 among the Registrant, Radiant Images, Inc., Gianna Wolfe and Michael Mansouri *
10.13		Secured Revolving Promissory Note dated April 26, 2019 from Radiant Images, Inc. in favor of Optical Flow, LLC *
10.14		Security Agreement dated as of April 26, 2019 between Radiant Images, Inc. and Optical Flow, LLC. *
10.15		Convertible Note dated January 22, 2019 between the Registrant and Jon Bakshi. *
10.16		Securities Purchase Agreement dated as of March 17, 2020 by and between the Registrant and Eagle Equities, LLC *
10,17		10% Convertible Redeemable Note dated as of March 17, 2020 due March 17, 2021 from the Registrant to Eagle Equities, LLC *
10.18		Joint Venture Agreement dated as of May 20, 2020 among the Registrant, Eagle Equities LLC and Ikon Supplies. *
10.19		Joint Venture Agreement dated as of June 1, 2020 between the Registrant and Steve Hall *
10.20		Security Agreement dated as of July 17, 2020 among the Registrant, HIE LLC and Eagle Equities, LLC. *
10.21		Profit Sharing Agreement dated as of September 10, 2020 among the Registrant and Ikon Supplies *
10.22		Consulting Agreement dated as of January 15, 2021 among the Registrant and Christopher Mulgrew *
21		List of Subsidiaries. *
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).

	Hawkeye Systems, Inc.

~~Date:~~
December ~~6, 2019~~14, 2022	By:	/s/ Corby Marshall
		Corby Marshall
		Chief Executive Officer ~~and Chief Financial Officer~~
		(Principal Executive ~~Accounting and~~Officer)

December 14, 2022	By:	/s/ Christopher Mulgrew
		Christopher Mulgrew
		Chief Financial Officer
		(Principal Financial Officer)

Date: December ~~6, 2019~~	14, 2022	/s/ Corby Marshall
		Corby Marshall, Director
		and Principal Executive Officer

Date: December ~~6, 2019~~	14, 2022	/s/ M. Richard Cutler
		M. Richard Cutler, Director