Blackhawk Fund 8K Auditor Chg.
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF
THE
SECURITIES EXCHANGE ACT OF 1934
DATE
OF
REPORT: (DATE OF EARLIEST EVENT REPORTED): January 22, 2007
THE
BLACKHAWK FUND
(Exact
name of registrant as specified in its charter)
Nevada
000-49672
88-0408213
(State of
incorporation)
(Commission File
No.)
(IRS Employer ID No.)
1802
N. Carson Street, Suite 212, Carson City, Nevada 89701
(Address
of principal executive offices, including zip code)
(775)
887-0670
(Registrant's
telephone number, including area code)
(NONE)
(Former
Name, Address and Fiscal Year, If Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
4.01. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)
(i)
On January 22, 2007, we dismissed Malone & Bailey, PC, of Houston, Texas as
our principal independent auditors.
The
reports of Malone & Bailey on our financial statements for the fiscal years
ended December 31, 2004 and 2005 did not contain an adverse opinion or a
disclaimer of opinion, nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles. The audit report for the
fiscal year ended December 31, 2005 was modified as to the uncertainty regarding
Registrant’s ability to continue as a going concern because of our recurring
losses from operations and net capital deficiency; however, the audited
financial statements for the fiscal year ended December 31, 2005 did not include
any adjustments that might have resulted from the outcome of this uncertainty.
The
decision to dismiss Malone & Bailey, PC was recommended and approved by our
board of directors.
During
the fiscal years ended December 31, 2004 and 2005, and the subsequent interim
periods through January 22, 2007, the date of the dismissal of Malone &
Bailey, PC, we did not have any disagreement with Malone & Bailey, PC on any
matter of accounting principles or practices, financial statement disclosure,
or
auditing scope or procedure.
From
the
date of engagement of Malone & Bailey, PC, in June 2004, through the date of
their dismissal on January 22, 2007, there were no disagreements with them
on
any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to their satisfaction, would have caused them to make reference
to the subject matter in connection with its reports and/or reviews of our
consolidated financial statements during the periods reported on by them, and
none of the reportable events described in Item 304(a)(1)(iv) of Regulation
S-B
occurred.
We
have
provided our former auditors, Malone & Bailey, PC, with a copy of this
report and have requested they furnish a letter addressed to the Commission
stating whether they agree with the statements made by us within this report
and, if not, stating the respects in which they do not agree. The letter of
Malone & Bailey, PC is attached hereto as Exhibit 16.
(a)
(ii)
On January 22, 2007, we engaged the services of E. Randall Gruber, CPA, PC,
of
Lake Saint Louis, Missouri, a PCAOB registered firm, as our principal accountant
to audit and certify our financial statements for the fiscal year ended December
31, 2006.
The
decision to engage E. Randall Gruber, CPA, PC, was recommended and approved
by
our board of directors.
During
our two most recent fiscal years and/or any subsequent interim period prior
to
the engagement of E. Randall Gruber, CPA, PC, neither we nor anyone on our
behalf consulted with E. Randall Gruber, CPA, PC regarding either (i) the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on our
financial statements. No written or oral advice was provided that was an
important factor considered by us in reaching a decision as to accounting,
auditing or financial reporting issues; and (ii) there were no matters that
were
the subject of a disagreement or event identified in response to paragraph
(a)(1)(iv) of this Item, and, therefore, none were discussed with the new
accounting firm.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
c)
Exhibits:
Exhibit
No. Description
16 Letter
from Malone & Bailey, PC dated January 24, 2007
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
The
Blackhawk Fund,
a
Nevada corporation
Date:
January 24,
2007
By
/s/
Steve Bonenberger
Steve
Bonenberger, President, Chief
Executive
Officer and Director
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