U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2005.
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER: 000-49672 |
THE BLACKHAWK FUND
(Name of small business issuer in its charter)
NEVADA 88-0408213
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
1802 N. CARSON STREET, SUITE 212-3018
CARSON CITY, NEVADA 89701
(Address of principal executive offices) (Zip Code)
(775) 887-0670
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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] No [_]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of May 3, 2005, the issuer
had 570,209,709 shares of its common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one): Yes [_] No
[X]
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 1
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . 1
Item 2. Management's Discussion and Analysis or Plan of Operation . 2
Item 3. Controls and Procedures . . . . . . . . . . . . . . . . . . 5
PART II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . 6
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . 6
Item 4. Submission of Matters to a Vote of Security Holders.. . . . 6
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . __
Item 6. Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . 7
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 8
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. 9
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 10
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. 11
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
THE BLACKHAWK FUND
BALANCE SHEET
March 31, 2005
(unaudited)
ASSETS
Cash $ 14,574
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 1,167
-------------
Commitments and Contingencies -
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value:
Series A: Authorized 20,000,000, 9,000,000
issued and outstanding 9,000
Series B: Authorized 10,000,000, 10,000,000
issued and outstanding 10,000
Series C: Authorized 20,000,000, 10,000,000
issued and outstanding 10,000
Common stock, $.001 par value, 4,000,000,000 shares
authorized, 570,209,709 shares issued and outstanding 570,210
Additional paid in capital 33,749,444
Retained deficit (34,335,247)
-------------
Total Stockholders' Equity 13,407
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 14,574
=============
THE BLACKHAWK FUND
STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2005 and 2004
(unaudited)
2005 2004
------------- ----------
Revenue $ 3,118 $ -
------------- ----------
Expenses:
General and administrative expense 4,598,639 29,239
------------- ----------
Other expense:
Interest expense - 50
Loss on the sale of assets - related party - 290,769
------------- ----------
Net loss $ (4,595,521) $(320,058)
============= ==========
Basic and diluted loss per common share $ (.02) $ (41.78)
Weighted average common shares outstanding 191,938,597 7,659
THE BLACKHAWK FUND
STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2005 and 2004
(unaudited)
2005 2004
------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(4,595,521) $(320,058)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock issued for services 3,995,000 -
Stock option expense 393,262 -
Loss on sale of assets - related party - 290,769
Changes in:
Accounts payable 1,167 -
Accrued expenses - (15,508)
------------ ----------
NET CASH USED IN OPERATING ACTIVITIES ( 206,092) (44,797)
------------ ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of assets - related party - 10,300
------------ ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock 220,666 260,000
Payments on loan payable - related party - (84,052)
------------ ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 220,666 175,948
------------ ----------
NET CHANGE IN CASH 14,574 141,451
CASH BALANCES
-Beginning of period - 115
------------ ----------
-End of period $ 14,574 $ 141,566
============ ==========
Supplemental disclosures:
Interest paid $ - $ 50
Income taxes paid - 5,828
THE BLACKHAWK FUND
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of The Blackhawk Fund
("Blackhawk") have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission ("SEC"), and should be read in conjunction
with the audited financial statements and notes thereto contained in Blackhawk's
Annual Report filed with the SEC on Form 10-KSB. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, necessary for a
fair presentation of financial position and the results of operations for the
interim periods presented have been reflected herein. The results of operations
for interim periods are not necessarily indicative of the results to be expected
for the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for 2004
as reported in the 10-KSB have been omitted.
Stock Compensation. Blackhawk adopted the disclosure requirements of Financial
Accounting Standard No. 123, Accounting for Stock-Based Compensation FAS No. 123
and FAS No. 148 with respect to pro forma disclosure of compensation expense for
options issued. For purposes of the pro forma disclosures, the fair value of
each option grant is estimated on the grant date using the Black-Scholes
option-pricing model.
Blackhawk accounts for its employee stock-based compensation plans under
Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued
to Employees. Blackhawk granted 470,000,014 options to purchase common stock to
employees during the three months ended March 31, 2005. All options vest
immediately, have an exercise price of 85 percent of market value on the date of
grant and expire 10 years from the date of grant. Blackhawk recorded
compensation expense of $393,262 under the intrinsic value method during the
three months ended March 31, 2005.
The following table illustrates the effect on net loss and net loss per share if
Blackhawk had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation.
2005 2004
------------ ----------
Net loss as reported $(4,595,521) $(320,058)
Add: stock based compensation
determined under intrinsic
value-based method 393,262 -
Less: stock based compensation
determined under fair value-
based method (2,621,746) -
------------ ----------
Pro forma net loss $(6,824,005) $(320,058)
============ ==========
Basic and diluted net loss
per common share:
As reported $ (.02) $ (41.79)
Pro forma (.04) (41.79)
The weighted average fair value of the stock options granted during 2005 and
2004 was $.005 and n/a, respectively. Variables used in the Black-Scholes
option-pricing model include (1) 1.5% risk-free interest rate and n/a
respectively, (2) expected option life is the actual remaining life of the
options as of each period end, (3) expected volatility was 566% and n/a
respectively, and (4) zero expected dividends.
Note 2 - COMMON STOCK
During the quarter ended March 31, 2005, employees exercised options to acquire
470,000,014 shares of common stock on a cashless basis through an outside
broker. The broker sold the shares on the open market and Blackhawk received
proceeds totaling $220,666. Blackhawk recorded compensation expense of $393,262
under the intrinsic value method during the three months ended March 31, 2005.
In January 2005, Palomar exchanged 10 million shares of Series A preferred stock
for 100 million shares of Blackhawk's common stock. The 10 million shares of
Series A preferred were convertible under their terms into 125,000 shares of
common stock. The additional 99,875,000 shares had a fair market value of $.04
per share resulting in additional compensation of $3,995,000.
Note 3 - SUBSEQUENT EVENTS
In April 2005, Blackhawk employees exercised options to acquire 364,000,000
shares of common stock on a cashless basis through an outside broker. The
broker sold the shares on the open market and Blackhawk received proceeds
totaling $57,894.
In April 2005, Blackhawk extended a $50,000 line of credit to Blackhawk's
parent company, Palomar Enterprises, Inc. ("Palomar"). The advances bear
interest of 8%, are payable in semi-annual installments over the next three
years and are unsecured.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
FORWARD-LOOKING INFORMATION
Much of the discussion in this Item is "forward looking" as that term is
used in Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934. Actual operations and results may materially differ from
present plans and projections due to changes in economic conditions, new
business opportunities, changed business conditions, and other developments.
Other factors that could cause results to differ materially are described in our
filings with the Securities and Exchange Commission.
There are several factors that could cause actual results or events to
differ materially from those anticipated, and include, but are not limited to
general economic, financial and business conditions, changes in and compliance
with governmental laws and regulations, including various state and federal
environmental regulations, our ability to obtain additional financing from
outside investors and/or bank and mezzanine lenders and our ability to generate
sufficient revenues to cover operating losses and position us to achieve
positive cash flow.
Readers are cautioned not to place undue reliance on the forward-looking
statements contained herein, which speak only as of the date hereof. We believe
the information contained in this Form 10-QSB to be accurate as of the date
hereof. Changes may occur after that date. We will not update that
information except as required by law in the normal course of its public
disclosure practices.
Additionally, the following discussion regarding our financial condition
and results of operations should be read in conjunction with the financial
statements and related notes contained in Item 1 of Part I of this Form 10-QSB,
as well as the financial statements in Item 7 of Part II of our Form 10-KSB for
the fiscal year ended, 2 December 31, 2004.
MANAGEMENT'S PLAN OF OPERATIONS.
CURRENT BUSINESS PLAN
Our current purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to us by
persons or firms who or which desire to seek the perceived advantages of a
corporation which is registered under the Securities Exchange Act of 1934, as
amended. We do not restrict our search to any specific business; industry or
geographical location and we may participate in a business venture of virtually
any kind or nature.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service or for other corporate purposes. We may
acquire assets and establish wholly owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.
As part of our investigation of potential merger candidates, our officers
and directors will meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel
and take other reasonable investigative measures, to the extent of our financial
resources and management expertise. The manner in which we participate in an
opportunity will depend on the nature of the opportunity, the respective needs
and desires of us and other parties, the management of the opportunity, our
relative negotiation strength and that of the other management.
We intend to concentrate on identifying preliminary prospective business
opportunities that may be brought to our attention through present associations
of our officers and directors, or by our shareholders. In analyzing prospective
business opportunities, we will consider such matters as the available
technical, financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects for the future;
nature of present and expected competition; the quality and experience of
management services which may be available and the depth of that management; the
potential for further research, development or exploration; specific risk
factors not now foreseeable but which then may be anticipated to impact our
proposed activities; the potential for growth or expansion; the potential for
profit; the perceived public recognition or acceptance of products, services or
trades; name identification; and other relevant factors.
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Our officers and directors will meet personally with management and key
personnel of the business opportunity as part of their investigation. We will
not acquire or merge with any company for which audited financial statements
cannot be obtained within a reasonable period of time after closing of the
proposed transaction, as required by the Exchange Act.
We will not restrict our search to any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or which is in essentially any stage of its corporate
life. It is impossible to predict at this time the status of any business in
which we may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded or may seek other
perceived advantages which we may offer.
RECENT EVENTS
Effective January 3, 2005, we changed our name from "Zannwell Inc." to
"The Blackhawk Fund" and implemented a one for 800 reverse split of our common
stock.
Effective January 4, 2005, we amended our articles of incorporation to
authorize 4,000,000,000 shares of common stock, par value $0.001 per share, and
50,000,000 shares of preferred stock, par value $0.001 per share.
RESULTS OF OPERATIONS
CONTINUING OPERATIONS
REVENUE
THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2004.
Total net sales and revenues were at $3,118 for the three months ended
March 31, 2004 compared to $0 for the prior period.
Our gross profit for the three months ended March 31, 2005 compared to
2004 increased by $4,569,400 to $4,598,639 from $29,239 in the prior period. The
2005 expenses include a $3,995,000 charge for compensation expense on 99,875,000
shares issued in conversion of Preferred A shares into Common shares.
Operating loss increased from a loss of $320,058 to a loss of $4,595,521
for the three months ended March 31, 2005.
Interest expense, net for the three months ended March 31, 2005 was $0 as
compared to the same period of $50.
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2005, we had a deficiency in working capital of $13,407.
Cash used in investing activities totaled $0, used for property, plant,
and equipment.
CRITICAL ACCOUNTING POLICIES
The preparation of our consolidated financial statements in conformity
with accounting principles generally accepted in the United States requires us
to make estimates and judgments that affect our reported assets, liabilities,
revenues, and expenses, and the disclosure of contingent assets and liabilities.
We base our estimates and judgments on historical experience and on various
other assumptions we believe to be reasonable under the circumstances. Future
events, however, may differ markedly from our current expectations and
assumptions. While there are a number of significant accounting policies
affecting our consolidated financial statements, we believe the following
critical accounting policy involve the most complex, difficult and subjective
estimates and judgments.
STOCK-BASED COMPENSATION
In December 2002, the FASB issued SFAS No. 148 - Accounting for
Stock-Based Compensation - Transition and Disclosure. This statement amends
SFAS No. 123 - Accounting for Stock-Based Compensation, providing alternative
methods of voluntarily transitioning to the fair market value based method of
accounting for stock based employee compensation. FAS 148 also requires
disclosure of the method used to account for stock-based employee compensation
and the effect of the method in both the annual and interim financial
statements. The provisions of this statement related to transition methods are
effective for fiscal years ending after December 15, 2002, while provisions
related to disclosure requirements are effective in financial reports for
interim periods beginning after December 31, 2002.
We elected to continue to account for stock-based compensation plans using
the intrinsic value-based method of accounting prescribed by APB No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. Under
the provisions of APB No. 25, compensation expense is measured at the grant date
for the difference between the fair value of the stock and the exercise price.
RECENT ACCOUNTING PRONOUNCEMENTS
In November 2004, the Financial Accounting Standards Board (FASB) issued
SFAS 151, Inventory Costs- an amendment of ARB No. 43, Chapter 4. This
Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
4, previously stated that "under some circumstances, items such as idle facility
expense, excessive spoilage, double freight, and rehandling costs may be so
abnormal as to require treatment as current period charges." This Statement
requires that those items be recognized as current-period charges regardless of
whether they meet the criterion of "so abnormal." In addition, this Statement
requires that allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. This
Statement is effective for inventory costs incurred during fiscal years
beginning after June 15, 2005. Management does not believe the adoption of this
Statement will have any immediate material impact on the Company.
In December 2004, the FASB issued SFAS No.152, "Accounting for Real
Estate Time-Sharing Transactions-an amendment of FASB Statements No. 66 and 67"
("SFAS 152) The amendments made by Statement 152 This Statement amends FASB
Statement No. 66, Accounting for Sales of Real Estate, to reference the
financial accounting and reporting guidance for real estate time-sharing
transactions that is provided in AICPA Statement of Position (SOP) 04-2,
Accounting for Real Estate Time-Sharing Transactions. This Statement also amends
FASB Statement No. 67, Accounting for Costs and Initial Rental Operations of
Real Estate Projects, to state that the guidance for (a) incidental operations
and (b) costs incurred to sell real estate projects does not apply to real
estate time-sharing transactions. The accounting for those operations and costs
is subject to the guidance in SOP 04-2. This Statement is effective for
financial statements for fiscal years beginning after June 15, 2005 with earlier
application encouraged. We
4
do not anticipate that the implementation of this standard will have a material
impact on its financial position, results of operations or cash flows.
On December 16, 2004, the Financial Accounting Standards Board ("FASB")
published Statement of Financial Accounting Standards No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123R"). SFAS 123R requires that compensation cost
related to share-based payment transactions be recognized in the financial
statements. Share-based payment transactions within the scope of SFAS 123R
include stock options, restricted stock plans, performance-based awards, stock
appreciation rights, and employee share purchase plans. The provisions of SFAS
123R are effective as of the first interim period that begins after June 15,
2005. Accordingly, the Company will implement the revised standard in the third
quarter of fiscal year 2005. Currently, the Company accounts for its share-based
payment transactions under the provisions of APB 25, which does not necessarily
require the recognition of compensation cost in the financial statements.
Management is assessing the implications of this revised standard, which may
materially impact the Company's results of operations in the third quarter of
fiscal year 2005 and thereafter.
On December 16, 2004, FASB issued Statement of Financial Accounting
Standards No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion
No. 29, Accounting for Nonmonetary Transactions ("SFAS 153"). This statement
amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of
similar productive assets and replaces it with a general exception for exchanges
of nonmonetary assets that do not have commercial substance. Under SFAS 153, if
a nonmonetary exchange of similar productive assets meets a commercial-substance
criterion and fair value is determinable, the transaction must be accounted for
at fair value resulting in recognition of any gain or loss. SFAS 153 is
effective for nonmonetary transactions in fiscal periods that begin after June
15, 2005. We do not anticipate that the implementation of this standard will
have a material impact on its financial position, results of operations or cash
flows.
OFF-BALANCE SHEET ARRANGEMENTS.
We do not have any off-balance sheet arrangements.
ITEM 3. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.
Evaluation of Disclosure and Controls and Procedures. As of the end of the
period covered by this Quarterly Report, we conducted an evaluation, under the
supervision and with the participation of our chief executive officer and chief
financial officer, of our disclosure controls and procedures (as defined in
Rules 13a-15(e) of the Exchange Act). Based on this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.
Changes in Internal Controls Over Financial Reporting. There was no change
in our internal controls, which are included within disclosure controls and
procedures, during our most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal
controls.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to our Annual Report for the year ended December 31,
2004, filed with the Commission on April 15, 2005.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On January 3, 2005, the holder of the majority of our outstanding voting
capital stock voted to effect the following corporate actions:
1. Amendment to our articles of incorporation to change our name from
"ZannWell Inc." to "The BlackHawk Fund";
2. Amendment to our articles of incorporation to increase the authorized
number of shares of our common stock from 900,000,000 to 4,000,000,000
shares;
3. Grant discretionary authority to our board of directors to implement a
reverse stock split of our common stock on the basis of one
post-consolidation share for up to each 800 pre-consolidation shares
to occur at some time within 12 months of the date of this information
statement, with the exact time of the reverse split to be determined
by the board of directors;
4. Grant discretionary authority to the directors to implement a proposal
for ZannWell Inc. to become a Business Development Corporation to
occur at some time within 12 months of the date of this information
statement, with the exact time of such conversion to be determined by
the board of directors;
5. Ratify the removal of R. Patrick Liska from our board of directors;
and
6. Ratify the election of Steve Bonenberger and Brent Fouch as our
directors.
We had a consenting stockholder, The BlackHawk Fund, a Nevada corporation,
("Palomar"), which holds 19,000,000 shares of our series A preferred stock,
10,000,000 shares of our series B preferred stock, and 10,000,000 shares of our
series C preferred stock. The shares of the series A preferred stock do not
have voting rights. Each share of the series B preferred stock entitles the
holder to one vote of our common stock on all matters brought before our
stockholders. Each share of the series C preferred stock entitles the holder to
100 votes of our common stock on all matters brought before our stockholders.
Therefore, Palomar will have the power to vote 1,010,000,000 shares of the
common stock, which number exceeds the 167,750,000 issued and outstanding shares
of our common stock on the record date.
Palomar voted in favor of the proposed amendments to our articles of
incorporation, to ratify the removal of a director and the election of new
directors, and for the grant of discretionary authority to the board with
respect to the stock split and conversion to a Business Development Corporation.
6
Palomar had the power to pass the proposed corporate actions without the
concurrence of any of our other stockholders.
ITEM 6. EXHIBITS.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
----------- -------------------------
3.1** Articles of Incorporation.
3.2** Certificate of Amendment to Articles of Incorporation, filed on June 30, 2004.
3.3** Certificate of Designation establishing our Series A Preferred Stock, filed effective July 21, 2004.
3.4** Certificate of Designation establishing our Series B Preferred Stock, filed effective July 21, 2004.
3.5** Certificate of Designation establishing our Series C Preferred Stock, filed effective July 21, 2004.
3.6** Certificate of Correction to the Certificate of Designation for our Series B Preferred Stock, filed effective
on November 29, 2004.
3.7** Certificate of Amendment to Articles of Incorporation, filed effective January 3, 2005.
3.8** Certificate of Amendment to Articles of Incorporation, filed effective January 4, 2005
3.9** Amended Bylaws of Zannwell, Inc.
10.1** Zannwell Inc. Capital Stock Purchase Agreement, dated November 29, 2004.
31.1* Certification of Steve Bonenberger, President, Chief Executive Officer and Director of The Blackhawk
Fund, pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of Brent Fouch, Secretary and Chief Financial Officer of The Blackhawk Fund, pursuant to
18 U.S.C. Sec.1350, as adopted pursuant to Sec.302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Steve Bonenberger, President, Chief Executive Officer and Director of The Blackhawk
Fund, pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
32.2* Certification of Brent Fouch, Secretary and Chief Financial Officer of The Blackhawk Fund, pursuant to
18 U.S.C. Sec.1350, as adopted pursuant to Sec.906 of the Sarbanes-Oxley Act of 2002.
__________
* Filed herewith.
** Previously Filed
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
The BlackHawk Fund
Dated May 31, 2005.
By /s/ Steve Bonenberger
-----------------------------------
Steve Bonenberger, President, Chief
Executive Officer and Director
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