SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 10-KSB/A
Amendment No.1
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
[_] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
COMMISSION FILE NO. 000-49672
THE BLACKHAWK FUND
(Exact name of issuer as specified in its charter)
NEVADA 88-0408213
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1802 N. CARSON STREET, SUITE 212 89701
CARSON CITY, NEVADA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (775) 887-0670
Securities registered under Section 12(b)
of the Exchange Act: NONE
Securities registered under Section 12(g) COMMON STOCK, PAR VALUE
of the Exchange Act: $0.001 PER SHARE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or 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 [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [_]
State issuer's revenues for its most recent fiscal year: $0.
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of March 21, 2005: $93,000.00.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock as of March 31, 2005: 570,209,709 shares of common
stock.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (Check one): Yes [_] No [X]
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EXPLANATORY NOTE
On April 15, 2005 we filed with the Securities and Exchange Commission
(SEC) our annual report on Form 10-KSB for the annual period ended December
31, 2004. This amendment No. 1 to our annual report on Form 10-KSB/A is
being filed to amend the information in Item 11 of Part II regarding the
outstanding shares of our Series A Preferred Stock, which was incorrectly
reported in our Form 10-KSB, filed on April 15, 2005. Our annual report on
Form 10-KSB, as filed on April 15, 2005 , erroneously stated that R. Patrick
Liska owned 1,000,000 shares of our Series A Preferred stock, when, in fact, the
matter of Mr. Liska's stock ownership was in dispute. Mr. Liska does not and
has never owned any shares of our Series A Preferred Stock. The error in the
information regarding our outstanding shares of the Series A Preferred Stock
reported in our Form 10-KSB filed with on April 15, 2005, was unintentional and
a result of oversight.
It is important to note that this amended filing does not have a material
effect on our financial statements and accompanying notes for the perod ended
December 31, 2004. Our financial statements correctly reflected that Mr. Liska
owned no shares.
Except as described above, no other changes have been made to our annual
Report on Form 10-KSB. We have not updated the disclosures in this Form 10-KSB/A
to speak as of a later date or to reflect events which occurred at a later date.
The filing of this Form 10-KSB/A is not an admission that our annual Report on
Form 10-KSB, when made, knowingly included any untrue statement of a material
fact or omitted to state a material fact necessary to make the statements made
therein not misleading.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-KSB contains certain forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1-934, as amended. Forward-looking statements are statements other than
historical information or statements of current condition. Some
forward-looking statements may be identified by use of terms such as
"believes," "anticipates," "intends," or "expects." These forward-looking
statements relate to our plans, objectives and expectations for future
operations and growth. Other forward-looking statements in this Form
10-KSB include statements regarding synergies and growth expected as a
result of future acquisitions, expected growth in revenue, expected
decreases in operating expenses, our expectation regarding our ability to
consummate future acquisitions and the necessity for and expected
availability of additional financing.
In light of the risks and uncertainties inherent in all projected
operational matters, the inclusion of forward-looking statements in this
Form 10-KSB should not be regarded as a representation by us or any other
person that any of our objectives or plans will be achieved or that any
of our operating expectations will be realized. Our revenues and results
of operations are difficult to forecast and could differ materially from
those projected in the forward-looking statements contained in this Form
10-KSB as a result of certain risks and uncertainties including, but not
limited to, our business reliance on third parties to provide us with
technology, our ability to integrate and manage acquired technology,
assets, companies and personnel, changes in market conditions, the
volatile and intensely competitive environment in the telecommunications
and Internet industries, entry into new and developing markets, customer
concentration and attrition, dependence on effective billing and
information systems, rapid technological change, the expansion of our
network and our dependence on key and scarce employees in a competitive
market for skilled personnel.
These factors should not be considered exhaustive; we undertake no
obligation to release publicly the results of any future revisions we may
make to forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated
events.
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PART I
ITEM 1. BUSINESS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 2. DESCRIPTION OF PROPERTY.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 3. LEGAL PROCEEDINGS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005. .
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005. .
ITEM 7. FINANCIAL STATEMENTS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 8A. CONTROLS AND PROCEDURES.
Incorporated by reference of Registrant's report on Form 10KSB, dated April
15, 2005. .
ITEM 8B. OTHER INFORMATION.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005. .
ITEM 10. EXECUTIVE COMPENSATION.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
EQUITY COMPENSATION PLAN INFORMATION
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of the end of the most recently
completed fiscal year with respect to compensation plans (including individual
compensation arrangements) under which equity securities of the registrant are
authorized for issuance, aggregated as follows:
- All compensation plans previously approved by security holders; and
- All compensation plans not previously approved by security holders.
NUMBER OF SECURITIES REMAINING
NUMBER OF SECURITIES TO BE AVAILABLE FOR FUTURE ISSUANCE
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE UNDER EQUITY COMPENSATION
OUTSTANDING OPTIONS, WARRANTS OF OUTSTANDING OPTIONS, PLANS (EXCLUDING SECURITIES
AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN (A))
PLAN CATEGORY (A) (B) (C)
----------------------------- ------------------------------- ------------------------------ ------------------------------
Equity compensation plans -0- N/A N/A
approved by security holders
Equity compensation plans not 207,500,000 $0.001 N/A
approved by security holders
Total 207,500,000 $0.001 -0-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of December 31, 2004, information
concerning ownership of our securities by:
- Each person who owns beneficially more than five percent of the outstanding
shares of our common stock;
- Each person who owns beneficially outstanding shares of our preferred
stock;
- Each director;
- Each named executive officer; and
- All directors and officers as a group.
COMMON STOCK BENEFICIALLY PREFERRED STOCK BENEFICIALLY
OWNED (2) OWNED (2)
------------------------- ----------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT NUMBER PERCENT
--------------------------------------------------- -------------- --------- --------------- -----------
Steve Bonenberger . . . . . . . . . . . . . . . . . -0- -0- -0- -0-
Brent Fouch . . . . . . . . . . . . . . . . . . . . -0- -0- -0- -0-
-------------- -------- --------------- -----------
All directors and officers as a group (two persons) -0- -0- -0- -0-
============== ======== =============== ===========
Palomar Enterprises (6) . . . . . . . . . . . . . . -0- -0- 19,000,000 (3) 100 (3)
10,000,000 (4) 100 (4)
10,000,000 (5) 100 (4)
------------------
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(1) Unless otherwise indicated, the address for each of these stockholders is
c/o The Blackhawk Fund, 1802 N. Carson Street, Suite 212, Carson City,
Nevada, 89701, telephone number (775) 887-0670. Also, unless otherwise
indicated, each person named in the table above has the sole voting and
investment power with respect to the shares of our common and preferred
stock which he beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
As of March 31, 2005, the total number of outstanding shares of the common
stock is 570,209,709, the total number of outstanding shares of the Series
A preferred stock is 19,000,000, the total number of outstanding shares of
the Series B preferred stock is 10,000,000 and the total number of
outstanding shares of the Series C preferred stock is 10,000,000.
(3) Series A preferred stock.
(4) Series B preferred stock.
(5) Series C preferred stock.
(6) Palomar Enterprises, Inc., a Nevada publicly-traded corporation, is
controlled by Messrs. Steve Bonenberger and Brent Fouch, our officers and
directors. Palomar Enterprises, Inc. 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, equivalent to the voting
power of 1,010,000,000 shares of our common stock, which number exceeds the
number of shares outstanding as of March 31, 2005 .
There are no arrangements, known to us, including any pledge by any person
of our securities, the operation of which may at a subsequent date result in a
change in control of The Blackhawk Fund.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
ITEM 13. EXHIBITS.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Incorporated by reference of Registrant's report on Form 10KSB, dated April 15,
2005.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this amended Annual report to
be signed on its behalf by the undersigned, thereunto duly authorized.
The Blackhawk Fund
Date: October 11, 2005.
By /s/Steve Bonenberger
-----------------------------------
Steve Bonenberger,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this amended Annual report has been signed by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Steve Bonenberger President, Director October 11, 2005
--------------------- and Chief Executive Officer
Steve Bonenberger
/s/ Brent Fouch Secretary, Director October 11, 2005
--------------------- and Chief Financial Officer
Brent Fouch
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