(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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(1)
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Names of reporting persons:
Nick Ayling
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
(b)
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
PF
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(5)
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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(6)
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Citizenship or place of organization
Canada
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(7)
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Sole voting power
908,333 Common
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(8)
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Shared voting power
0
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(9)
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Sole dispositive power
908,333 Common
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(10)
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Shared dispositive power
0
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(11)
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Aggregate amount beneficially owned by each reporting person
908,333 Common
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(12)
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13)
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Percent of class represented by amount in Row (11)
7.4% Common
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(14)
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Type of reporting person (see instructions)
IN
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(1)
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Names of reporting persons:
Nick Ayling Law Corporation
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(2)
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Check the appropriate box if a member of a group (see instructions)
(a)
(b)
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(3)
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SEC use only
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(4)
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Source of funds (see instructions)
PF
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(5)
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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(6)
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Citizenship or place of organization
Canada
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(7)
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Sole voting power
0
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(8)
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Shared voting power
357,333 Common
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(9)
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Sole dispositive power
0
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(10)
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Shared dispositive power
357,333 Common
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(11)
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Aggregate amount beneficially owned by each reporting person
357,333 Common
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(12)
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Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
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(13)
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Percent of class represented by amount in Row (11)
2.9% Common
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(14)
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Type of reporting person (see instructions)
CO
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Item 1(a). Name of Issuer.
This Schedule 13G relates to the acquisition of shares of Common Stock (the “Shares”) of Hawkeye Systems, Inc. Hawkeye Systems, Inc. became a reporting issuer on February 11, 2019 upon the effectiveness of a Registration Statement on Form S-1.
Item 1(b). Address of Issuer’s Principal Executive Offices.
2702 Media Center Drive, Los Angeles, CA 90065.
Item 2(a). Name of Person Filing.
This Schedule 13G is being filed on behalf of Nick Ayling and Nick Ayling Law Corporation (the “Reporting Persons”).
Item 2(b). Name of Issuer.
The address of the principal business office of the Reporting Persons is Suite 605 - 815 Hornby Street, Vancouver, BC, V6Z 2E6.
Item 2(c). Name of Issuer.
See Item 4 of the attached cover pages.
Item 2(d). Name of Issuer.
Common stock, par value $.001 per share (“Common Stock”).
420198 103
Not Applicable.
(a) Amount beneficially owned:
See Item 9 of the attached cover pages.
See Item 11 of the attached cover pages.
(c) Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 5 of the attached cover pages.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 6 of the attached cover pages.
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(iii)
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Sole power to dispose or to direct the disposition:
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See Item 7 of the attached cover pages.
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(iv)
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Shared power to dispose or to direct the disposition:
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See Item 8 of the attached cover pages..
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Nick Ayling Law Corporation is 100% owned by Nick Ayling and consequently Nick Ayling would be deemed to be the beneficial owner of shares held by Nick Ayling Law Corporation.
Effective September 10, 2019 Nick Ayling acquired 56,000 shares of common stock from the issuer for a purchase price of $0.50 per share. Included with that subscription was 112,000 warrants to purchase common shares at an exercise price of $1.00 per share for one year from issuance and 112,000 warrants to purchase common shares at an exercise price of $2.00 per share for two years from issuance.
Effective December 18, 2019 Nick Ayling Law Corporation exercised options at $.30 per share and was issued 53,333 shares of common stock.
During the calendar year ended December 31, 2019 Nick Ayling Law Corporation completed the following sales of common stock:
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2,027
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$3.50
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9-Oct-19
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110
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$5.75
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11-Oct-19
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300
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$3.55
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14-Oct-19
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2,563
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$3.50
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14-Oct-19
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500
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$2.96
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30-Oct-19
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300
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$2.75
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20-Nov-19
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200
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$2.75
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21-Nov-19
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500
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$2.65
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22-Nov-19
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1,000
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$1.62
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10-Dec-19
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400
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$1.65
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10-Dec-19
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555
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$1.65
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11-Dec-19
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45
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$1.65
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18-Dec-19
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Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof each Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
¨
.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Dated February 20, 2020
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Nick Ayling
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By:
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/s/ Nick Ayling
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Nick Ayling
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Nick Ayling Law Corporation
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By:
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Nick Ayling
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