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)

<TABLE>
<CAPTION>
<S>                                              <C>
                 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)
</TABLE>

                                 (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]

<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                       <C>
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
</TABLE>


<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL  STATEMENTS.

<TABLE>
<CAPTION>
                               THE BLACKHAWK FUND
                                  BALANCE SHEET
                                 March 31, 2005
                                   (unaudited)


<S>                                                              <C>
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
                                                                 =============
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               THE BLACKHAWK FUND
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 2005 and 2004
                                   (unaudited)


                                                     2005          2004
                                                 -------------  ----------
<S>                                              <C>            <C>
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
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                 THE BLACKHAWK FUND
                              STATEMENTS OF CASH FLOWS
                     Three Months Ended March 31, 2005 and 2004
                                   (unaudited)


                                                                2005         2004
                                                            ------------  ----------
<S>                                                         <C>           <C>
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
</TABLE>


<PAGE>
                               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.

<TABLE>
<CAPTION>
                                                  2005         2004
                                              ------------  ----------
<S>                                           <C>           <C>
     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:


<PAGE>
          As reported                         $      (.02)  $  (41.79)
          Pro forma                                  (.04)     (41.79)
</TABLE>

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.


<PAGE>
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.


                                       2
<PAGE>
     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.


                                       3
<PAGE>
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
<PAGE>
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.


                                        5
<PAGE>
                           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.


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<PAGE>
     Palomar  had  the  power to pass the proposed corporate actions without the
concurrence  of  any  of  our  other  stockholders.

ITEM 6.  EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NO.                                   IDENTIFICATION OF EXHIBIT
-----------                                   -------------------------
<S>          <C>
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.
</TABLE>
__________
*   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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<PAGE>