Hawkeye Digital, Inc.

Hawkeye Digital, Inc.

Company identity and corporate events

• Incorporated May 15, 2018 in Nevada.
• Change in control effective April 1, 2026.
• Amended Articles of Incorporation filed August 20, 2026 to rename Hawkeye Systems, Inc. to Hawkeye Digital, Inc.; as of June 30, 2026 the company remained Hawkeye Systems, Inc. and no reverse stock split had been effected.
• Headquarters: 350 Lincoln Road, 2nd Floor, Miami Beach, FL 33139. Phone: (800) 576-4953. Website: www.hwke.com.
• Trading status: moved from OTCQB to OTC Pink Limited Market on April 29, 2026; began quoting on OTCID Basic Market on May 8, 2026.
• Ownership: after June 2026 issuances, Hawkeye Holdco LLC (HH) effectively owned approximately 91% of common stock. HH is controlled by Martin Sumichrast (CEO of related entity MCIMAC, LLC).

Business focus and operations

• Core model: private equity and merchant banking services, including growth-stage and public-company capital formation, public market preparation, exchange listings, and strategic corporate/financial advisory.
• Target sectors: digital asset businesses (tokenization, wallets, stablecoins, blockchain-based financial infrastructure) and artificial intelligence as a foundational layer for financial services and other high-growth sectors.
• Private equity arm: pursues controlling interests in category-defining growth companies and strategic investments that complement merchant banking activities.

Regulatory posture

• Not currently registered as a broker-dealer or FINRA member.
• Plans to structure corporate advisory activities to avoid broker-dealer registration requirements; client transactions involving securities are expected to be handled through an appropriately registered broker-dealer.
• Acquisition of a broker-dealer or investment adviser would subject the company to SEC, FINRA and state regulation and attendant capital, custody, and compliance requirements.

Key investments and ownerships

• Rift Cyber LLC (Rift)
  • Hawkeye holds a 19.9% membership interest.
  • Rift Tech IP was assigned to Rift via an IP Assignment; the IP is owned by Rift, not Hawkeye.
  • Ownership history: Hawkeye originally held 25%; in June 2026 Hawkeye sold 5.1% of Rift (20.4% of its Rift stake) to Roy Pritchett, Jr., retaining 19.9%.
  • Carrying value of Hawkeye’s Rift investment: $39,800 as of 6/30/2026.
  • Rift platform (Rythe): described as an anticipated smart sensor ecosystem with modular platforms; funding and development are ongoing.
  • Management: Hawkeye plans to engage Peter Herzog (a Rift member) to manage Rift Tech toward commercialization; any such engagement would be a related-party transaction.
• HIE, LLC (former investment)
  • Hawkeye relinquished its 33.3% capital contribution obligation and other obligations as part of a March 2026 settlement.
  • Prior activity included investments via HIE in PPE-related ventures and a carried Eagle debt payoff settled for $44,000 plus 500,000 Hawkeye shares.
  • Hawkeye recognized a gain of $375,751 on settlement of the Eagle debt in Q4 2026.
• Convertible instruments and equity issuances (April–June 2026)
  • Convertible Promissory Note: Hawkeye Holdco LLC converted the note into 23,064,634 shares of common stock at $0.12 per share (effective June 1, 2026).
  • Series A Convertible Preferred Stock: 2,000 shares issued to Steve Hall; automatic conversion on June 3, 2026 into 13,000,000 shares of common stock.
  • Common Stock Purchase Warrant (HH Warrant): 221,878,595 warrants sold for $2,218,786; exercise on June 11, 2026 was cashless, resulting in 218,952,662 shares issued to HH; the warrant was fully exercised and extinguished by June 30, 2026.
  • Result: Mr. Hall and HH became holders of large blocks of common stock and HH’s ownership increased.

Financial position and performance (as of June 30, 2026)

• Cash and liquidity
  • Cash on hand: approximately $2,105,343.
  • No lines of credit or bank financing arrangements reported.
• Revenues and income
  • Fiscal year 2026: revenue $0; net loss $572,893; operating loss $667,659.
  • Post-2026 advisory engagement generated approximately $600,000 in cash and equity (not recorded in the FY2026 financial statements due to timing/recognition rules).
• Expenses and activity
  • Limited operating history with ongoing initiatives to hire and develop a merchant banking and advisory platform.
• Going concern and financial condition
  • Management historically disclosed substantial doubt about the company’s ability to continue as a going concern; management indicated that post-fourth-quarter 2026 transactions resolved that doubt as of the 6/30/2026 report.
• Headcount
  • As of 6/30/2026: 0 employees.
  • As of the filing date: 4 employees.
  • Planned hires (starting Sept 1, 2026): 2 executive officers and 2 additional individuals offered at-will employment.

Corporate structures and real estate

• Properties: no owned or leased real property. Principal offices are on a month-to-month basis in Miami Beach, FL; annual cost reported as $100 in 2026. No regular personnel presence at the office.
• Intellectual property: Hawkeye does not own IP directly; Rift owns the Rift Tech IP per the IP Assignment. Hawkeye does not hold licenses to Rift Tech.

Markets, customers, and operating environment

• Strategic focus: private equity and merchant banking activities directed at digital assets and frontier technologies, with advisory services expected to be project-based and variable.
• Revenue drivers and risks: advisory revenue and investment returns will depend on capital markets conditions and regulatory developments.
• Staffing and suppliers: operations rely primarily on executive officers and independent contractors; hiring will be paced with available capital and any broker-dealer acquisition timing.

Summary posture

• Hawkeye Digital, Inc. is shifting from PPE-related activity to a merchant banking and private equity model focused on digital assets and AI-enabled financial services.
• The company is effectively controlled by Hawkeye Holdco LLC and completed material stock issuances in mid-2026; a corporate name change was filed for August 2026.
• Financial position as of mid-2026 included minimal historical revenue, accumulated deficits, a modest cash balance, and a recent advisory engagement that could generate future revenue.
• The company retains a 19.9% stake in Rift Cyber LLC while Rift pursues commercialization and funding, with potential related-party management engagement.