Blackhawk Fund Form S-8
Registration
No. 333- 142051
As
filed
with the Securities and Exchange Commission on June 11, 2007
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_________________________
THE
BLACKHAWK FUND
(Exact
name of registrant as specified in its charter)
NEVADA
88-0408213
(State
or
other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
1802
NORTH CARSON STREET
SUITE
212-3018
CARSON
CITY, NEVADA 89701
(775)
887-0670
(Address,
including zip code, and telephone number, including area code, of principal
executive offices)
(Full
title of the plan)
PHIL
PATTON, AGENT
BLACKHAWK
FUND, INC.
1802
NORTH CARSON STREET
SUITE
212-3018
CARSON
CITY, NEVADA 89701
(775)
887-0670
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Title
of
securities
Amount to
be
Proposed
maximum
Proposed maximum
to
be
registered
registered
offering price
per share* aggregate
offering price
Amount of registration fee
Common
Stock
250,000,000
$0.01
$
2,500,000
$ 76.75
($.001
par
value)
shares
*
Estimated solely for the purpose of determining the amount of registration
fee
and pursuant to Rules 457 (c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the last reported selling price
per
share of common stock of the Registrant on June 6, 2007.
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Registrant's 2007 Stock Incentive Plan as specified
by
Rule 428 (b) (1) of the Securities Act of 1933, as amended (the "Securities
Act").
Such
documents are not required to be and are not filed with the Securities and
Exchange Commission (the "SEC")
either
as part of this Registration Statement on Form S-8 or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents and the documents
incorporated by reference in this Registration Statement on Form S-8 pursuant
to
Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that
meets the requirements of Section 10 (a) of the Securities Act.
Item
2. Registrant Information and Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement on Form S-8 (which documents are
incorporated by reference in this Section 10 (a) Prospectus), other documents
required to be delivered to eligible employees, non-employee directors and
consultants, pursuant to Rule 428 (b) or additional information about the 2007
Stock Incentive Plan are available without charge by contacting:
PHIL
PATTON, AGENT
THE BLACKHAWK FUND
1802
NORTH CARSON STREET
SUITE
212-3018
CARSON
CITY, NEVADA 89701
(775)
887-0670
PART
II Information
Required in the Registration Statement
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement
on
Form S-8 the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13 (a), 13 (c), 14 and 15 (d) of the Securities
Exchange Act of 1934 (the "Exchange
Act"),
prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents:
(a)
The
Registrant's annual report on Form 10-KSB, as filed with the SEC on March 20,
2007.
(b)
(i)
The
Registrant's quarterly report on Form 10-QSB, as filed with the SEC on May
15,
2007;
(ii)
The
Registrant’s quarterly report on Form 10-QSB, as filed with the SEC on September
21, 2006;
(iii)
The
Registrant’s quarterly report on Form 10-QSB, as filed with the SEC on May 12,
2006;
(iv)
The
Registrant’s report on Form 8-K, as filed with the SEC on January 25,
2007;
(v)
The
Registrant’s report on Form 8-K, as filed with the SEC on September 28, 2006;
and
(v)
The
Registrant’s report on Form 8-K, as filed with the SEC on March 29,
2006.
(c)
The
description of the Company's securities, which is contained in the Registrant’s
Registration Statement on Form SB-2, under the caption "Description of Capital
Stock", Registration No. 333-142051, filed with the SEC on April 11, 2007,
pursuant to the Securities Act.
Item
4. Description of Securities.
Item
5. Interests of Named Experts and Counsel.
Item
6. Indemnification of Directors and Officers.
Section
78.7502 of the Nevada Revised Statutes provides for the indemnification of
corporate directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the provisions of Nevada law, the Registrant has been advised that, in the
opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
Section
78.138 of the Nevada Revised Statutes authorizes a corporation to eliminate
or
limit the personal liability of directors of a corporation to the corporation
or
its stockholders for monetary damages for a breach of fiduciary duty under
certain circumstances. Article 18 of the Registrant’s Certificate of
Incorporation, as amended, reflects the substance of Section 78.138 of the
Nevada Revised Statutes. Nevertheless, the Registrant’s Certificate of
Incorporation, as amended, does not eliminate the fiduciary duty of the
directors and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief would remain available under
Nevada law. In any event, each director of the Registrant will continue to
be
subject to liability for breach of his or her duty of loyalty to the Company
for
acts or omissions involving fraud, intentional misconduct, knowing violations
of
law, for actions leading to improper personal benefit, and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Nevada law.
Item
7. Exemption from Registration Claimed.
Item
8. Exhibits.
EXHIBIT
NUMBER EXHIBIT
4.1
The
BlackHawk Fund 2007 Stock Incentive Plan
5.1
Opinion
of Black Swan Legal Counsel, PLLC
23.1
Consent
of Gruber & Company, LLC, Independent Auditors
23.2 Consent
of Malone & Bailey, P.C., Independent Auditors
23.3
Consent
of Black Swan Legal Counsel, PLLC is contained in
Item
9. Undertakings.
(a)
The
Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in this Registration Statement;
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The
Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the registration statement shall
be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be
the initial bona fide offering thereof.
(c)
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer, or controlling person of the Registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of
such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of a filing on Form S-8 and authorized this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Carson City, State of Nevada, on June 7, 2007.
THE BLACKHAWK FUND
/s/
STEVEN BONENBERGER
Steven
Bonenberger, President,
Chief
Executive Officer
(Principal
Executive Officer),
Principal
Accounting Officer,
Principal
Financial Officer and Director
/s/
BRENT FOUCH
Brent
Fouch
Chief
Financial Officer,
Principal
Accounting Officer,
Secretary,
Treasurer and Director
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities stated, on June
7,
2007.
Steven
Bonenberger, President,
Chief
Executive Officer
(Principal
Executive Officer),
Principal
Accounting Officer,
Principal
Financial Officer and Director
/s/
BRENT FOUCH
Brent
Fouch
Chief
Financial Officer,
Principal
Accounting Officer,
Secretary,
Treasurer and Director