OTC: HWKE

Hawkeye Systems, Inc.

CIK 0001750777 · SIC 3861 · Photographic Equipment & Supplies

Micro Assets $2M as of Sep 20, 2026

We were incorporated on May 15, 2018 in the State of Nevada. We underwent a change in control on April 1, 2026, after which we began to implement our strategic business plan to become a leading private equity and merchant bank. Our merchant banking services will focus on growth-stage and public… About this business →

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10-K Filed Sep 11, 2026 · Period ending Jun 30, 2026

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8-K Filed Sep 8, 2026 · Period ending Sep 1, 2026

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8-K Filed Aug 24, 2026 · Period ending Aug 20, 2026

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8-K Filed Jul 22, 2026 · Period ending Jul 20, 2026

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8-K Filed Jun 26, 2026 · Period ending Jun 26, 2026

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8-K Filed Jun 23, 2026 · Period ending Jun 17, 2026

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8-K Filed Jun 5, 2026 · Period ending Jun 1, 2026

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10-Q Filed May 13, 2026 · Period ending Mar 31, 2026

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8-K Filed May 4, 2026 · Period ending Apr 28, 2026

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10-Q Filed Feb 23, 2026 · Period ending Dec 31, 2025

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10-K Filed Oct 15, 2025 · Period ending Jun 30, 2025

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10-K Filed Sep 30, 2024 · Period ending Jun 30, 2024

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Latest financial statements

From 10-K filed Sep 11, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Statements of Operations

Description Years ended June 30, 2026 Years ended June 30, 2025
Operating expenses:
General and administrative 85,014 77,796
Sales and marketing 3,500 –
Management compensation – 3,500
Professional fees (including share-based payments of $144,000 and $nil, respectively) 540,330 189,373
Research and development 38,815 –
Total operating expenses 667,659 270,669
Loss from operations (667,659) (270,669)
Other income (expense), net:
Interest income 5,067 –
Interest expense related party (206,540) (252,658)
Accretion of discount on convertible note (82,534) –
Gain on partial sale of investment 3,022 –
Gain on settlement of Eagle Debt 375,751 –
Total other income (expense), net 94,766 (252,658)
Loss before provision for income taxes (572,893) (523,327)
Provision for income tax – –
Net loss (572,893) (523,327)
Basic and diluted net loss per common share (0.02) (0.06)
Weighted average common shares outstanding basic and diluted 24,992,743 8,705,044

Balance Sheets

Description June 30, 2026 June 30, 2025
ASSETS
Current assets:
Cash 2,105,343 502
Prepaid expenses (Note 3) 119,027 2,600
Total current assets 2,224,370 3,102
Equity Investment Rift Cyber LLC (Note 6) 39,800 54,815
Total assets 2,264,170 57,917
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities related party – 110,000
Accounts payable and accrued liabilities 272,782 51,575
Accrued interest related party – 311,550
Promissory note payable related party – 2,219,895
Total current liabilities 272,782 2,693,020
Long-term liabilities:
Loan payable due to Eagle JV partner – 442,251
Total liabilities 272,782 3,135,271
Commitments and contingencies (Note 11) – –
Stockholders’ equity (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; 266,052,926 and 8,706,772 shares issued and outstanding, respectively 26,605 870
Additional paid-in capital 15,604,207 10,082,307
Stock to be issued 144,000 50,000
Accumulated deficit (13,783,424) (13,210,531)
Total stockholders’ equity (deficit) 1,991,388 (3,077,354)
Total liabilities and stockholders’ equity (deficit) 2,264,170 57,917

Statements of Cash Flows

Description Years ended June 30, 2026 Years ended June 30, 2025
Cash flows from operating activities:
Net loss (572,893) (523,327)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services 144,000 50,000
Expenses and payables paid directly related party 78,368 –
Adjustment to carrying amount of equity method investment 4,815 –
Gain on extinguishment of Eagle Debt (375,751) –
Accretion of discount on convertible note payable related party 82,534 –
Gain on partial sale of investment (3,022) –
Change in operating assets and liabilities:
Prepaid expense (116,427) (100)
Accounts payable and accrued liabilities 221,206 51,575
Accounts payable and accrued liabilities related party – (762)
Accrued interest related party 206,540 252,659
Net cash used in operating activities (330,630) (169,955)
Cash flows from investing activities:
Proceeds from the partial sale of equity method investment in Rift Cyber LLC 13,222 –
Additional investment in Rift Cyber LLC – (54,815)
Net cash provided (used) by investing activities 13,222 (54,815)
Cash flows from financing activities:
Proceeds from related-party note and advances 47,463 225,272
Payment on settlement of Eagle obligation (44,000) –
Proceeds from the issuance of Series A Convertible Preferred Stock 200,000 –
Proceeds from the sale of common stock purchase warrant 2,218,786 –
Net cash provided by financing activities 2,422,249 225,272
Net change in cash 2,104,841 502
Cash beginning of period 502 –
Cash end of period 2,105,343 502
Supplemental cash flow information
Cash paid for interest – –
Cash paid for taxes – –
Non-cash operating activities:
Interest accrued and unpaid on related party promissory note 206,540 252,658
Company expenses and payables paid directly by a related party 78,368 –
Common stock issued for compensation – 50,000
Non-cash financing activities:
Related party forgiveness of accrued interest credited to additional paid-in capital 68,595 –
Extinguishment of related party note payable credit to additional paid-in capital 1,388,324 –
Conversion of convertible note payable into common stock 1,461,966 –
Mandatory conversion of Series A Preferred to common stock 200,000 –
Common stock issued for settlement of accounts payable related party 110,000 –
Common stock issued for settlement of related party payable 27,463 –
Common stock issued for settlement of the Eagle obligation 22,500 –
Common stock to be issued for services 144,000 –

Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

About Hawkeye Systems, Inc.

Source: Item 1 (Business) from the 10-K filed September 11, 2026. Description as filed by the company with the SEC.

Item 1. Description of Business

General

We were incorporated on May 15, 2018 in the State
of Nevada. We underwent a change in control on April 1, 2026, after which we began to implement our strategic business plan to become
a leading private equity and merchant bank. Our merchant banking services will focus on growth-stage and public companies’ capital
formation, public market preparation, exchange listings, and strategic transactions. Our initial expected market focus is digital asset
businesses including but not limited to tokenization, wallets, stablecoins, and blockchain-based financial infrastructure businesses,
alongside artificial intelligence businesses as a foundational layer for financial services and other high-growth sectors. We expect our
private equity arm will pursue controlling interest in category-defining growth companies and potential strategic investments that complement
and supplement our business and industry. We hold 19.9% of the membership interests of Rift Cyber LLC (“Rift”), a Nevada limited
liability company focusing its business efforts at the intersection of physical security and digital or cybersecurity. Our principal executive
offices are located at 350 Lincoln Road, 2nd Floor, Miami Beach, FL 33139. Our telephone number is (800) 576-4953 and our website
is www.hwke.com.

Business Description

From inception and until July of 2021, the Company
focused on selling personal protective equipment (“PPE”). In July 2021, the Company’s management determined to cease
the Company’s operations as a seller of PPE, deeming that continuing operations in that sector was not a productive use of the Company’s
resources.

Read full description ↓

Following the change in control effective April
1, 2026, as described below, we intend to become a leading private equity and corporate advisory firm, conducting merchant banking services
in digital assets and other frontier verticals in financial services and technology. In connection with this realignment of our business
strategy, we intend to raise capital to invest in and potentially acquire controlling interests in companies that fit our investment criteria
(each, a “target business”), as well as recruit and retain additional personnel to provide companies with business advisory
services. We intend to use capital stock, debt or a combination of these to effectuate one or more acquisitions with significant growth
potential.

We are not currently registered as a broker-dealer
with the SEC or a member of FINRA. We intend to conduct our current corporate advisory activities so as not to engage in activities requiring
broker-dealer registration. Where a client transaction involves securities activities requiring broker-dealer registration, including
securities solicitation or placement activities, we expect those activities to be conducted by an appropriately registered broker-dealer
within the scope of its FINRA membership agreement and applicable regulatory approvals.

Selection and structuring of acquisitions

Following the change in control, we intend to
evaluate acquisition and investment candidates that expand or complement our merchant banking and corporate advisory strategy, rather
than targets selected on general investment criteria. We expect to focus on the following categories of businesses:

· Broker-dealers registered with the Securities and Exchange Commission and members of the Financial Industry
Regulatory Authority, the acquisition of which could permit us, through such registered entity and subject to applicable FINRA approvals,
membership restrictions and other regulatory requirements, to conduct placement-agent and other securities-related activities permitted
under the broker-dealer’s FINRA membership agreement. An acquisition resulting in a change in ownership or control of an existing
FINRA member generally would require a continuing membership application under FINRA Rule 1017.

· Registered investment advisers, fund managers and other asset management businesses that would provide
recurring fee revenue and a base of institutional relationships complementary to our advisory activities.

1

· Businesses providing infrastructure, custody, trading, tokenization or compliance services for digital
assets, where our advisory relationships give us an informational advantage in sourcing and diligence.

· Financial technology businesses in payments, lending and capital markets software whose products can be
introduced to our advisory clients.

In evaluating any candidate within these categories,
our management expects to consider the target’s ability to obtain and maintain any required regulatory licenses, the transferability
of client relationships and revenue on a change of control, the experience and retention of the target management team, the capital required
to fund the transaction and the resulting business, the target financial condition and results of operations, and the extent to which
the target would broaden the services we can offer to existing advisory clients. We have not entered into any agreement, arrangement or
understanding with respect to any acquisition, and we may not complete any of the transactions described above.

Change in Control

Pursuant to a Note Purchase Agreement, effective
as of April 1, 2026, we underwent a change in control whereby Hawkeye Holdco LLC, a Wyoming limited liability company (“HH”),
over which Martin Sumichrast, our Chairman of the Board, has voting and dispositive power, acquired beneficial ownership of approximately
68% increasing to approximately 91% following the June 2026 issuances described below of our common stock, as described below.

Convertible Promissory Note and Note Purchase Agreement

On April 1, 2026, we, HH and Steve Hall (“Mr.
Hall”) entered into a Note Purchase Agreement pursuant to which HH purchased from Mr. Hall a promissory note previously issued by
us to Mr. Hall (the “Existing Hall Note”). Under the Note Purchase Agreement, the Existing Hall Note was amended and restated
and the Company issued a new non-interest-bearing Convertible Promissory Note to HH in an initial principal amount of $2,767,756 (the
“Convertible Note”) in exchange for the Existing Hall Note. On June 1, 2026, HH executed an Election to Convert. HH converted
the entirety of the Convertible Note’s outstanding principal amount of $2,767,756 into 23,064,634 shares of our common stock, at
a conversion price of $0.12 per share.

Series A Preferred Stock Subscription Agreement and Certificate
of Designation

On April 1, 2026, we entered into a Subscription
Agreement with Mr. Hall, pursuant to which Mr. Hall subscribed for 2,000 shares of Series A Convertible Preferred Stock at a total purchase
price of $200,000 (the “Subscription Agreement”). On the same day, we filed a Certificate of Designation for Series A Convertible
Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Nevada, designating a class of preferred
stock as Series A Convertible Preferred Stock with a par value of $0.0001 per share (the “Preferred Stock”).

Under the Certificate of Designation, shares of
Preferred Stock may be convertible into shares of common stock at any time following the issuance of the Preferred Stock at the option
of the holder. If an optional conversion has not occurred, then on the earliest to occur of (A) the 12 month anniversary of the date of
issuance, (B) the date on which we first complete an offering of equity or debt securities for the primary purpose of raising capital
with aggregate gross proceeds equal to or greater than $1,500,000, and (C) our Market Capitalization (as such term is defined in the Certificate
of Designation) exceeds $50,000,000 for any 20 out of 30 consecutive trading days, then all of the then-outstanding shares of Preferred
Stock will automatically be converted into shares of common stock. The conversion rate for the Preferred Stock provides that, if all 2,000
shares of Preferred Stock are converted, the holder will receive a number of shares of common stock equal to 7% of the fully diluted shares
of common stock outstanding immediately after giving effect to such conversion, subject to certain adjustments as set forth in the Certificate
of Designation, which percentage will be reduced proportionally in the event that a portion of the 2,000 shares of Preferred Stock are
converted. All of the Preferred Stock was issued and converted during the fourth quarter of fiscal year 2026. Upon the sale of the HH
Warrant (as defined below) on June 3, 2026, the condition described in clause (B) above was satisfied and Mr. Hall, as the holder of all
2,000 outstanding shares of Preferred Stock, became subject to the mandatory conversion provisions of the Certificate of Designation.
On June 3, 2026, all 2,000 shares of Preferred Stock were converted into 13,000,000 shares of common stock. No shares of Series A Convertible
Preferred Stock were issued or outstanding as of June 30, 2026.

2

Investor Rights Agreement

On April 1, 2026, we, Mr. Hall, and HH entered
into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which we agreed to file a registration statement
within 30 days following a request by HH and to use its reasonable best efforts to cause the registration statement to be declared effective
within 75 days, registering the resale of all shares of common stock held by HH and shares of common stock issuable upon the exercise
or conversion of securities held by HH (the “Registrable Securities”). The Investor Rights Agreement also grants certain piggyback
registration rights to HH. Additionally, the Investor Rights Agreement requires that we increase the size of our Board of Directors (the
“Board”) from one to five members, to appoint four individuals to the Board as designated by HH, and to nominate and recommend
such designees for election to the Board at future meetings of our stockholders.

Changes in Management and the Board of Directors

On March 31, 2026, the Board approved the conditional
appointment of Martin Sumichrast, Sim Farar, Nathan Bradley Fleisher, and Ralph Olson (collectively, the “14F Directors”)
to the Board, which appointment would become effective ten days after the filing and transmission of an Information Statement on Schedule
14F-1 (the “Schedule 14f-1”) by us. We filed the Schedule 14F-1 on April 16, 2026, and completed mailing of the Schedule 14F-1
on April 24, 2026. Consequently, the appointment of the 14F Directors became effective, and the 14F Directors joined the Board, as of
May 4, 2026.

On April 1, 2026, Corby Marshall stepped down
as our President and Chief Executive Officer but remains a member of the Board of Directors. The position of Chief Executive Officer is
currently vacant. Effective April 1, 2026, the Board approved the appointment of David Wachsman as President and Q. Byron Hamlett as Chief
Financial Officer. Mr. Wachsman serves as our principal executive officer, and Mr. Hamlett serves as our principal financial officer and
principal accounting officer.

Change in Trading Market

On April 28, 2026, we were notified by OTC Markets
Group, Inc. that, in connection with our change in control as described above, our common stock would be moved from the OTCQB Venture
Market to the OTC Pink Limited Market. Effective April 29, 2026, our common stock commenced trading on the OTC Pink Limited Market and,
on May 8, 2026, became quoted on the OTCID Basic Market operated by OTC Markets Group, Inc.

Sale of Common Stock Purchase Warrant to Hawkeye Holdco
LLC

On June 3, 2026, we entered into a Subscription Agreement
with HH for the sale of a Common Stock Purchase Warrant (the “HH Warrant”), dated June 3, 2026, granting HH the right to purchase
221,878,595 shares of Company common stock at a purchase price of $0.01 per share. The Company received aggregate proceeds of $2,218,786
from the sale of the HH Warrant. Under the terms of the HH Warrant, HH may exercise the purchase rights, in whole or in part, at any time
or times on or before March 31, 2027, at an exercise price of $0.01 per share. On June 11, 2026, HH exercised the HH Warrant in full on
a cashless basis and was issued 218,952,662 shares of common stock. As a result, the HH Warrant was exercised in full and was no longer
outstanding as of June 30, 2026, and no shares remained issuable thereunder. The HH Warrant was offered and issued in reliance upon the
exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Change in Independent Registered Public Accounting Firm

On June 17, 2026, the Board dismissed Fruci &
Associates II, PLLC (“Fruci”) as our independent registered public accounting firm and appointed Grassi & Co., CPAs, P.C.
(“Grassi”) as its new independent registered public accounting firm. Fruci’s reports on our financial statements as
of and for the years ended June 30, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope, or accounting principles. See Item 9 of this Annual Report on Form 10-K.

3

Stockholder Approval of Corporate Actions

On June 17, 2026, a written consent was delivered
to the Board by HH, as majority stockholder. Pursuant to the consent, our majority stockholder approved (i) an amendment and restatement
of our Articles of Incorporation to, among other things, (a) change our name to “Hawkeye Digital, Inc.” from “Hawkeye
Systems, Inc.,” (b) increase the total number of authorized shares of capital stock from 450,000,000 shares, consisting of 400,000,000
shares of common stock and 50,000,000 shares of preferred stock, to 10,050,000,000 shares, consisting of 10,000,000,000 shares of common
stock and 50,000,000 shares of preferred stock, and (c) reclassify the Board into three classes, with directors in each class serving
three-year terms and one class elected each year; (ii) a reverse stock split of our issued and outstanding common stock at a ratio of
not less than 1-for-2 nor greater than 1-for-20, with the implementation and exact effective date to be determined at the discretion of
the Board at any time prior to June 17, 2027 (the “Reverse Stock Split”); and (iii) the Hawkeye Digital, Inc. 2026 Equity
Incentive Plan (the “Equity Incentive Plan”).

We filed an Information Statement on July 13,
2026 pursuant to Section 14(c) of the Exchange Act with the Securities and Exchange Commission with respect to Amended and Restated Articles
of Incorporation and the Equity Incentive Plan. The Amended and Restated Articles of Incorporation were filed with the Secretary of State
of Nevada and became effective August 20, 2026. Accordingly, as of June 30, 2026, our authorized capital stock remained 400,000,000 shares
of common stock and 50,000,000 shares of preferred stock, and our name remained Hawkeye Systems, Inc. No Reverse Stock Split had been
effected as of the date of this Annual Report on Form 10-K.

Partial Sale of Membership Interest in Rift Cyber LLC

On June 26, 2026, and effective June 30, 2026,
we entered into a Purchase Agreement with Roy Pritchett, Jr., pursuant to which we sold a 5.1% membership interest in Rift, representing
20.4% of our interest in Rift, to Mr. Pritchett. Following the transaction, we hold a 19.9% membership interest in Rift.

Sources of acquisitions

We anticipate that some 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. We may engage registered broker-dealers, M&A brokers
or other professional firms that are legally permitted to provide acquisition-sourcing or related services and may compensate them for
such services in accordance with applicable law.

Regulation

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

Broker-Dealer Regulation

We are not currently registered as a broker-dealer
with the SEC or a member of FINRA. Section 15(a) of the Exchange Act generally requires registration of a person engaged in the business
of effecting transactions in securities for the account of others. Whether broker-dealer registration is required depends on the facts
and circumstances, including the nature and extent of participation in securities transactions and the manner of compensation. We intend
to structure our current corporate advisory activities so that activities requiring broker-dealer registration, including securities solicitation
or placement activities, are conducted by appropriately registered broker-dealers within the scope of their FINRA membership agreements
and applicable regulatory approvals.

4

To the extent that we acquire any broker-dealer,
that entity will be subject to regulation by the SEC, FINRA, and various self-regulatory organizations.

Much of the regulation of broker-dealers has been
delegated to self-regulatory organizations, which include FINRA or national securities exchanges. Self-regulatory organizations adopt
rules (which are subject to approval by the SEC) for governing their members and the industry. Broker-dealers are also subject to federal
regulation and the securities laws of each state where they conduct business.

Broker-dealers are subject to extensive laws,
rules and regulations, including sales and trading practices, capital adequacy, record keeping and reporting, the conduct of directors,
officers, and employees, qualification and licensing of supervisory and sales personnel, marketing practices, supervisory and organizational
procedures intended to ensure compliance with securities laws, limitations on extensions of credit in securities transactions, clearance
and settlement procedures, and rules designed to promote high standards of commercial conduct and just and equitable principles of trade.
Broker-dealers are regulated by state securities administrators in those jurisdictions where they do business. Regulators may conduct
periodic examinations and review reports of a broker-dealer’s operations, controls, supervision, performance, and financial condition.

Violations of laws, rules and regulations governing
a broker-dealer’s actions could result in censure, penalties and fines, the issuance of cease-and-desist orders, the restriction,
suspension, or expulsion from the securities industry of such broker-dealer, its registered representatives, officers or employees, or
other similar adverse consequences.

The SEC, FINRA, and various other regulatory authorities
have stringent rules and regulations with respect to the maintenance of specific levels of net capital by regulated entities. Rule 15c3-1
of the Exchange Act (the “Net Capital Rule”) requires that a broker-dealer maintain minimum net capital. Generally, a broker-dealer’s
net capital is net worth plus qualified subordinated debt less deductions for non-allowable (or non-liquid) assets and other adjustments
and operational charges.

The SEC, FINRA, and other regulatory organizations
impose rules that require notification when net capital falls below certain predefined thresholds. These rules dictate the ratio of debt-to-equity
in the regulatory capital composition of a broker-dealer, and constrain the ability of a broker-dealer to expand its business under certain
circumstances. If a broker-dealer fails to maintain the required net capital, it may be subject to penalties and other regulatory sanctions,
including suspension or revocation of registration by the SEC or applicable regulatory authorities, and suspension or expulsion by these
regulators could ultimately lead to the broker-dealer’s liquidation. Additionally, the Net Capital Rule and certain FINRA rules
impose requirements that may have the effect of prohibiting a broker-dealer from distributing or withdrawing capital and requiring prior
notice to, and approval from, the SEC and FINRA for certain capital withdrawals.

Investment Advisor Regulation

To the extent that we acquire any investment advisor,
that entity must be registered as an investment advisor with the SEC. Registered investment advisors are subject to the requirements of
the Investment Advisers Act of 1940, as amended (the “Investment Advisors Act”), and the rules promulgated thereunder, as
well as to examination by the SEC’s staff. The Investment Advisers Act imposes substantive regulation on virtually all aspects of
an investment advisor’s business and its relationships with clients. Applicable requirements relate to, among other things, fiduciary
duties to clients, engaging in transactions with clients, maintaining an effective compliance program, incentive fees, solicitation arrangements,
allocation of investments, conflicts of interest, advertising, recordkeeping, reporting and disclosure requirements. The Investment Advisers
Act regulates the assignment of advisory contracts by the investment advisor. The SEC is authorized to institute proceedings and impose
sanctions for violations of the Investment Advisers Act, ranging from fines and censures to termination of an investment advisor’s
registration. The failure of any investment advisor that we acquire to comply with the requirements of the Investment Advisers Act and/or
the rules and regulations published by the SEC could have a material adverse effect on our business.

5

Investment Company Act

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

The 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 an acquisition.
In the event we are deemed to be an “investment company,” we may become subject to certain restrictions relating to our activities
and regulatory burdens, including:

· restrictions on the nature of our investments; and

· the issuance of securities, and have imposed upon us certain requirements, including:

· registration as an investment company;

· adoption of a specific form of corporate structure; and

· compliance with certain burdensome reporting, recordkeeping, voting, proxy and disclosure requirements and other rules and regulations.

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

Intellectual Property

We do not directly own any intellectual property,
and directly acquiring the intellectual property of a third party is not part of our current strategy. We do, however, hold an indirect
interest in intellectual property through our 19.9% membership interest in Rift. As described below under “Investment in Rift Cyber
LLC,” all rights in and to the Rift Tech were assigned to Rift under the IP Assignment, and that intellectual property is owned
by Rift and not by us. We hold no license to, and no direct ownership interest in, the Rift Tech (as defined below under “Investment
in Rift Cyber LLC”).

Former Investment in HIE LLC

On July 17, 2020, we 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”). We contributed by assigning our agreement to purchase gloves and agreed to issue convertible
promissory notes to Eagle to secure the Origination Loan and any Additional Contribution. The parties agreed to pay an equal portion of
all administrative expenses incurred by HIE. In the event of a loss of capital, all parties would contribute to repay the Origination
Loan and Additional Contribution with each paying 33.3% of the loss.

6

HIE has not had any operating activities since
July 2021. As a result, our investment balance in HIE as of June 30, 2026, and 2025 was $0. The loan balance payable to joint venture
partner Eagle (the “Eagle Debt”) totaled $442,251, unchanged since fiscal year 2021, until April 1, 2026, the effective date
of a Settlement and Release Agreement dated March 27, 2026 between the Company and Eagle to settle the Eagle Debt for a sum of $44,000
plus 500,000 shares of our common stock, as consideration for the mutual general release of claims between the parties. Following the
settlement, the Eagle Debt balance was $0 as of June 30, 2026, and we recognized a gain on settlement of debt of $375,751 during the fourth
quarter of fiscal 2026.

Pursuant to the Settlement Agreement, and effective
April 1, 2026, we relinquished our membership interest in HIE and was released from all claims arising under the Membership Agreement
and from the operations of HIE, including our obligation to contribute 33.3% of any loss of capital and to repay one third of the Origination
Loan and any Additional Contribution. We hold no membership interest in HIE as of June 30, 2026 or as of the date of this Annual Report
on Form 10-K. Because the carrying amount of our investment in HIE was $0 at the time of the settlement, the relinquishment of that interest
had no effect on our financial statements beyond the derecognition of the Eagle Debt and the resulting gain described in Note 5, Loan
payable due to Eagle, JV partner.

Investment in Rift Cyber LLC

On April 1, 2025, we, Christian Schjolberg, and
Peter Herzog filed articles of organization with the Secretary of State of the State of Nevada to form a member managed limited liability
company called Rift Cyber LLC (“Rift”), which is focusing its business efforts in the intersection of physical security and
digital or cybersecurity. Upon formation, the Company held 25% of Rift’s membership interests, and Christian Schjolberg and Peter
Herzog collectively held the remaining 75% of Rift’s membership interests.

In connection with the formation of Rift, Jö
& Fyse UG (an entity controlled by Christian Schjolberg) and Peter Herzog executed an intellectual property assignment agreement (the
“IP Assignment”), whereby they assigned to Rift all of the intellectual property rights in and to the core technology, RF
environment mapping methodology, authentication framework, data collection and aggregation mechanism, applications and use cases, and
prototype implementations and source code of the predecessor cybersecurity technology platform (“Rift Tech”). As consideration
for the IP Assignment, our Board of Directors granted each of Jö & Fyse UG and Peter Herzog 250,000 shares of common stock, respectively.
These shares, valued in the aggregate at $50,000, were issued on October 1, 2025.

On June 26, 2026, and effective June 30, 2026,
we sold a 5.1% membership interest in Rift, representing 20.4% of our interest in Rift, to Roy Pritchett, Jr. for proceeds of $13,222.
Following that sale, the Company holds a 19.9% membership interest in Rift, and Christian Schjolberg, Peter Herzog and Mr. Pritchett collectively
hold the remaining 80.1%. The carrying value of our investment in Rift was $39,800 as of June 30, 2026. Rift has not generated any revenue
since its formation, including during the fiscal year ended June 30, 2026, and does not expect to generate revenue until the Rythe platform
is brought to market.

Rift aims to produce a unified smart sensor ecosystem
which will turn beacons coming from devices such as cellular telephones, satellites, laptops, smart devices and other devices connected
to the internet into a dataset useful for multiple purposes, including but not limited to mapping customer behavior, improving client
security, or improving employee productivity. Rift’s application, Rythe, is anticipated to utilize modular platforms for physical
asset monitoring, behavioral anomaly detection, secure access controls, and integrating software and sensor layers. Management is currently
evaluating the future funding of Rythe, and intends to evaluate Rift’s seeker technology and negotiate with the other members of
Rift a possible working capital infusion to further develop the seeker technology. Rift’s technology and the Rythe project require
additional funding before they can be successfully launched, and there can be no assurance that Rift will obtain that funding or that
the technology will be successfully commercialized.

We intend to engage Peter Herzog, a member of
Rift and one of the assignors under the IP Assignment, to manage the continued development of the Rift Tech toward commercialization.
As of the date of this Annual Report on Form 10-K, we have not entered into an employment, consulting or other agreement with Mr. Herzog,
and no compensation has been agreed or paid. Any such engagement would be a related party transaction, because Mr. Herzog holds a membership
interest in Rift Cyber LLC and previously received 250,000 shares of our common stock as consideration for the IP Assignment, and would
be subject to approval in accordance with our related party transaction procedures.

7

Company Policies

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

Employees

As of June 30, 2026 and as of the date of this
Annual Report on Form 10-K, the Company had nil and four employees, respectively.

Our Team and Human Capital

As of June 30, 2026, we had no full-time employees.
Our executive officers provide services to us without employment agreements and devote only a portion of their time to our business. We
supplement our officers with independent contractors and consultants engaged on a project basis, including in investor relations, government
relations and financial reporting. Beginning September 1, 2026, our two executive officers and two additional individuals were offered
at will employment.

Executing our merchant banking and corporate advisory
strategy will require personnel we do not currently have, including additional corporate advisory and transaction-coordination personnel
and, if we acquire or affiliate with a registered broker-dealer, appropriately registered representatives and licensed supervisory personnel
to conduct securities activities. We have begun identifying and recruiting candidates for these roles. As of the filing of this report,
we expect that hiring will be paced against our capital resources and the timing of any broker-dealer acquisition. We cannot assure we
will be able to attract or retain personnel with the requisite experience on acceptable terms.

Legal Proceedings

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

Offices

Our principal executive offices are located at
350 Lincoln Road, 2nd Floor Miami Beach, Florida 33139, under a month-to-month arrangement that provides mail handling and
the use of meeting space on an as-needed basis. This address is not a location at which our personnel are regularly present, and we do
not own or lease any real property at that location. Our aggregate cost for the Miami arrangement was $100 for the fiscal year 2026.

We do not own any real property. We believe our
current arrangements are adequate for our present needs.