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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<PAGE>
                                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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<PAGE>
                                     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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<PAGE>
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.


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


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.

<TABLE>
<CAPTION>
                                                     COMMON STOCK BENEFICIALLY  PREFERRED STOCK BENEFICIALLY
                                                             OWNED  (2)                  OWNED  (2)
                                                     -------------------------  ----------------------------
    NAME AND ADDRESS OF BENEFICIAL OWNER (1)             NUMBER      PERCENT         NUMBER        PERCENT
---------------------------------------------------  --------------  ---------  ---------------  -----------
<S>                                                  <C>             <C>        <C>              <C>
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)
</TABLE>

------------------


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<PAGE>
(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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<PAGE>
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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<PAGE>