U.
S. SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549




FORM
10-K




(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, 2008




o  TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934




For the
transition period from ___________ to _____________




Commission
File Number 000-49672






THE
BLACKHAWK FUND


(Name
of small business issuer as specified in its charter)




Nevada
            88-0408213(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer
              Identification
      No.)1802
      N. Carson Street, Suite 212-3018
              Carson
      City, NV 89701
              (Address of
      principal executive offices, including zip
code)




Registrant’s
telephone number, including area code:  (775) 887-0670


Securities
registered pursuant to Section 12(b) of the Act: None


Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, $.001 par
value


___________________


Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. oYes No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act: oYes No
x




Indicate
by check mark whether the registrant(1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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 day. xYes o No




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy ir information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 if the Exchange Act.




Large
      accelerated filter o
            Accelerated
      filter oNon-accelerated
      filter   o  (Do not
      check if a smaller reporting company)
            Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act.  Yes o  No x




As ofMarch 31, 2009, 563,293,791shares of our common stock were issued
and outstanding.





Documents Incorporated by
Reference:      None.









EXPLANATORY
NOTE





This
annual report on Form 10-K does not contain all of the information required to
be disclosed under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.  In particular, this annual
report does not contain the financial statements required by Article 8 of
Regulation S-X; management’s discussion and analysis required by Item 303 of
Regulation S-K; disclosure controls and procedures required by Item 307 of
Regulation S-K; internal control over financial reporting required by Item 308
of Regulation S-K, principal accounting fees and services required by Item 9(e)
of Schedule 14A and certifications required under Rule 13a-14 of the Securities
Exchange Act of 1934, as amended, and Section 1350 of the Sarbanes-Oxley Act of
2002.  The company intends to file an amendment to this annual report on
Form 10-K to provide the missing information once it becomes
available.




PART
I




The
Blackhawk Fund, including all its subsidiaries, are collectively referred to
herein as “The Blackhawk Fund,” “Blackhawk,” “the Company,” “us,” or
“we”.




Item
1.  DESCRIPTION OF BUSINESS




General




We were
incorporated in November 1998 in the state of Nevada as USA Telcom and
subsequently changed our name in 2000 to USA Telcom Internationale. In 2004, we
changed our name to ZannWell, Inc. and, in 2005, we changed our name to
Blackhawk Fund.





Our executive offices are located at 1802 N.
Carson Street, Suite 212-3018. Our telephone number is(775) 887-0670.





Changes
in Control





2004





On
November 29, 2004, a change in control occurred as the result of the acquisition
of our series A, series B and series C preferred stock by Palomar Enterprises,
Inc., a Nevada corporation ("Palomar").





Pursuant
to that certain capital Stock Purchase Agreement dated November 9, 2004, between
Robert C. Simpson, our then-sole director and officer and Palomar, on November
29, 2004, Palomar acquired from Dr. Simpson 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. Each share of the series A
preferred stock is convertible into ten shares of our common stock. The shares
of the series A preferred stock do not have voting rights. Each share of the
series B preferred stock is convertible into two hundred shares of our common
stock. On all matters submitted to a vote of the holders of the Common Stock, a
holder of the Series B Preferred Stock is entitled to one vote per share of the
Series B Preferred Stock held by such holder. The series C preferred stock is
not convertible into our common shares. 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.





All of
the preferred shares acquired by Palomar carried a legend restricting the
transfer thereof under the Securities Act of 1933, as amended. Palomar used
$380,000 of its working capital as consideration for the preferred shares
purchased by it pursuant to the Capital Stock Purchase Agreement.





Concurrently
with the stock purchase transaction, Robert C. Simpson, our then-sole director
and officer, nominated Steve Bonenberger and Brent Fouch as directors. Steve
Bonenberger was also elected president and chief executive officer and Brent
Fouch was elected Secretary and chief financial officer. Following the election
of Messrs. Bonenberger and Fouch as our officers and directors, Robert C.
Simpson resigned his positions as our director and officer.




2




2008





On April
24, 2008, in connection with the consummation of the purchase and sale of our
Series C Preferred Stock, we entered into a stock purchase agreement with
Terminus, Inc. and Palomar Enterprises, Inc. whereby Terminus purchased
10,000,000 shares of our Series C Preferred Stock from Palomar Enterprises, Inc.
Each share of Series C Preferred Stock was entitled to 100 votes per share. As
of the date thereof, we had approximately 562,293,791 million shares of our
common stock outstanding. As a result, the sale of the Series C Preferred Stock
by Palomar to Terminus effectively transferred Palomar’s control of the company
to Terminus, giving Terminus approximately 62% of all votes entitled to be cast
in any matter requiring or permitting a vote of stockholders. The funds for the
acquisition were obtained pursuant to the issuance of the $550,000 promissory
note.  The sale of the shares of Series C Preferred Stock was exempt
from registration under the Securities Act of 1933, as amended, pursuant to
Section 4(1) of the Securities Act (under the so-called “4(1 1⁄2) exemption” of
the Securities Act).





On April
24, 2008, in connection with the stock purchase agreement described above, Steve
Bonenberger resigned as our President and Chief Executive Officer, and Brent
Fouch resigned as our Secretary and Chief Financial Officer. In connection
therewith, the board of directors increased the number of authorized directors
from two to three and appointed Frank Marshik to fill the newly created vacancy
on the board. The board of directors then appointed Mr. Marshik as our
President, Chief Financial Officer, and Secretary. Thereafter, Mr. Bonenberger
and Mr. Fouch resigned as directors. Their resignations as directors were not
based on any disagreement with us on any matter relating to our operations,
policies or practices. Mr. Marshik, as the sole remaining director, appointed
Terry Ross to fill one of the two vacancies resulting from these
resignations.





Current
Business Plan





The
Blackhawk Fund acquires and redevelops residential and commercial real estate
for investment.  Once we acquire a property, we redevelop and
refurbish the properties, seeking to enhance the value of the
properties.  Once a property is refurbished, we seek to generate
revenue by rental of the property, and we also seek to resell the properties if
market conditions permit.  We currently hold three properties in our
real estate portfolio, although 2 of these properties are in the process of
being distributed from our portfolio as discussed below under “Fiscal 2008 and
First Quarter 2009 Developments.”





Historically,
we have also operated a media and television production division.  In
this division, we have sought to manage and implement proprietary media
properties, including cable television shows, infomercials, online video
magazines, and DVDs.  However, as discussed below, management has
determined that the ongoing media and television production operations are not
viable, and accordingly has determined to discontinue the media and television
production operations.





Upon
completion of the change of control in April 2008 discussed above, our new
management determined that our company has incurred operating and net losses in
each of the last two fiscal years, had a working capital deficit as of the end
of the latest fiscal year and as of the latest fiscal quarter, and has a large
accumulated deficit. Accordingly, new management has commenced an analysis of
each of our two business lines to determine the viability of each line during
the second and third quarters of 2008. Within each line of business, management
has evaluated and is evaluating historical and projected costs in running the
line, existing and potential revenue streams, and the availability of additional
capital for expansion of the business line. In particular, with respect to the
real estate business, management is evaluating our current real estate portfolio
in light of current market conditions, both in the real estate markets and the
credit markets. Upon completion of the analysis, management will determine
whether to seek to expand the business line or to discontinue or divest of the
division.





As of the
date of this report, management has determined that, based on its analysis of
the foregoing factors, the media and television production operations are not
viable. Accordingly, management has determined to discontinue the media and
television production operations. Management is continuing the evaluation of our
real estate business, the existing real estate portfolio valuations, the
existing and potential rental possibilities, the current market values, and the
existing financing arrangements. In addition, in light of the distress in the
real estate markets, management is looking at potential real estate acquisition
opportunities that, if consummated, would increase and diversify our real estate
portfolio. Management is also considering diversifying into additional lines of
business. In all cases, management may seek to form one or more partnerships,
enter into one or more joint ventures, or conduct one or more strategic
acquisitions.




3





Fiscal 2008 and First Quarter 2009
Developments





Distribution of
Certain Real Property Held forSale.In February 2009, we entered into
settlement agreements with certain prior affiliated parties pursuant to which we
transferred our condominium located in Carlsbad, CA and our residential property
located in Oceanside, California.  We entered into a settlement
agreement with Angel Acquisition Corp. under which Angel agreed to cancel and
forgive a promissory note made by us in the aggregate principal amount of
$841,828 in exchange for theCarlsbadcondominium
property.   This property also is subject to a $496,00 mortgage
which is now the responsibility of Angel..  We also entered into a
settlement agreement with Debbie Avey with whom we had previously entered into a
joint venture in relation to the residential property inOceanside,CA.  Pursuant to the agreement,
Ms. Avey released us from any and all liability pursuant to the joint venture as
well as any liability associated with the 2 mortgage notes on this property
($1,120,000 and $320,000) in exchange for the poperty.





Purchase of Land inRiversideCounty, City of Desert Hot
Spring.In
December 2008, we purchased two parcels of undeveloped land inRiversideCounty, City ofDesert Hot Springsfor a purchase price of $1,000
promissory note.    The land approximates 3.5
acres.  This property is zoned for residential
dwellings.  Management is determining whether to build finished lots
or in the alternative to sell the land to a developer.  The property
has not yet been entitled.





Change in Control
and Management.In April 2008, there was a
change in control and in management of our company.  See “Changes in
Control—2008” above





April 2008
Financing.  In
April 2008, we, along with Terminus, Inc. as co-issuers, issued and sold to a
single accredited investor: (i0 a $550,000 12% secured promissory note and (ii)
500,000 shares of our series A preferred stock.  To secure payment of
the note, Terminus pledge the 10,000,000 shases of its series C preferred
stock.





Employees





We
currently employ 1 person.  None of our employees are represented by a
labor union, and we have not entered into a collective bargaining agreement with
any union.  We have not experienced any work stoppages and consider
the relations with our employees to be good.





Item
1A.  RISK FACTORS AND CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.




Item 1B.  UNRESOLVED STAFF
COMMENTS




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.




Item
2.  PROPERTIES




We lease
office space at 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701.
Our Carson Street lease costs $100 per month and expired on December 31,
2008.   However, we currently occupy the office space on a
month-to-month lease





The
existing facilities are adequate for our current operations.  We
anticipate that additional facilities may be leased or purchased as needed and
that facilities that are adequate for our needs are readily
available.





Item
3.   LEGAL PROCEEDINGS





We are
not a party to material legal proceedings as of the date of this
report.




4





Item
4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS.





None.





PART
II




Item
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS




Until
January 3, 2005, our common stock was quoted on the OTC Bulletin Board under the
symbol ZWLL.OB. On January 3, 2005, in connection with our name change and 1-800
reverse stock split, our symbol changed to BHWF.OB. These quotations reflect
inter-dealer prices, without mark-up, mark-down or commission, and may not
represent actual transactions.The following table shows the
high and low bid prices for our common stock for each quarter since January 1,
2007 as reported by the OTC Bulletin Board.





We
consider our stock to be “thinly traded” and any reported sale prices may not be
a true market-based valuation of our stock.  Some of the bid
quotations from the OTC Bulletin Board set forth below may reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.





2008 (OTC Bulletin Board)
              
              High Bid
              
              
              Low BidFirst
      quarter
              
              $
              0.002
              
              
              $
              0.001Second
      quarter
              
              
              0.001
              
              
              
              0.001Third
      quarter
              
              
              0.00
              
              
              
              0.10Fourth
      quarter
              
              
              0.00
              
              
              
              0.00
 
 2007 (OTC Bulletin Board)
              
              High Bid
              
              
              Low BidFirst
      quarter
              
              $
              0.048
              
              
              $
              0.015Second
      quarter
              
              
              0.019
              
              
              
              0.009Third
      quarter
              
              
              0.015
              
              
              
              0.008Fourth
      quarter
              
              
              0.015
              
              
              
              0.0005




As ofMarch 31, 2009there wereapproximately 35record holders of our common stock.
This does not include an indeterminate number of shareholders whose shares are
held by brokers in street name.





We have
not paid cash dividends since our inception and we do not contemplate paying
dividends in the foreseeable future.





Shares
eligible for future sale could depress the price of our common stock and lower
the value of your investment.  Sales of substantial amounts of our
common stock, or the perception that such sales could occur, could adversely
affect prevailing market prices for shares of our common stock.





SECTION
15(G) OF THE EXCHANGE ACT





The
shares of our common stock are covered by Section 15(g) of the Exchange Act, and
Rules 15g-1 through 15g-6 promulgated thereunder, which impose additional sales
practice requirements on broker-dealers who sell our securities to persons other
than established customers and accredited investors.





Rule
15g-2 declares unlawful any broker-dealer transactions in "penny stocks" unless
the broker-dealer has first provided to the customer a standardized disclosure
document.





Rule
15g-3 provides that it is unlawful for a broker-dealer to engage in a "penny
stock" transaction unless the broker-dealer first discloses and subsequently
confirms to the customer the current quotation prices or similar market
information concerning the penny stock in question.





Rule
15g-4 prohibits broker-dealers from completing "penny stock" transactions for a
customer unless the broker-dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.




5





Rule
15g-5 requires that a broker-dealer executing a "penny stock" transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales person's
compensation.





Our
common stock may be subject to the foregoing rules. The application of the
"penny stock" rules may affect our stockholders' ability to sell their shares
because some broker-dealers may not be willing to make a market in our common
stock because of the burdens imposed upon them by the "penny stock" rules.





Securities Authorized for Issuance
Under Equity Compensation Plans.The following provides
information concerning compensation plans under which our equity securities are
authorized for issuance as of December 31, 2008:





(a)
            
            
            (b)
            
            
            (c)Plan
      Category
            
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
            
            
            Weighted-average
      exercise price of outstanding options, warrants and rights
            
            
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))Equity
      compensation plans approved by security holders (1)(2)
            
            
            --
            
            
            $
            --
            
            
            
            612,611,979Equity
      compensation plans not approved by security holders (3)
            
            
            --
            
            
            $
            --
            
            
            
            50,000,000Total
            
            
            --
            
            
            $
            --
            
            
            
            652,611,979





(1)  Amended and Restated
2004 Stock Plan.On June 15, 2004, our board of directors
adopted (and further amended and restated on July 22, 2004 and December 6, 2004)
our Amended and Restated 2004 Stock Plan.  The purpose of the 2004
Stock Plan is to provide incentives to attract, retain
and  motivate  eligible  persons  whose  present
and potential contributions are important to the success of The Blackhawk Fund
and our subsidiaries, by offering them  an  opportunity to
participate in our future performance through awards of
options,  restricted  stock  and  stock  bonuses
The maximum aggregate number of shares of common stock that may be issued and
sold under all awards granted under the plan is 207,500,000 shares, and as of
December 31, 2008, we have issued 207,500,000 shares under the plan, and there
are no options outstanding under this plan.





(2)  2005 Stock
Plans.On February 25, 2005, our board of directors adopted
our 2005 Stock Plans (consisting of tEmployee Stock Incentive Plan and the
Non-Employee Directors and Consultants Retainer Stock Plan).  The
purpose of the 2005 Stock Plans is to provide incentives to attract, retain
and  motivate  eligible  persons  whose  present
and potential contributions are important to the success of The Blackhawk Fund
and our subsidiaries, by offering them  an  opportunity to
participate in our future performance through awards of
options,  restricted  stock  and  stock  bonuses.   The
maximum aggregate number of shares of common stock that may be issued and sold
under all awards granted under the 2005 Stock Plans is 975,000,000 shares, and
as of December 31, 2008, we have issued 362.388,021 shares under the plan, and
there are no options outstanding under these plans.





(3)  2007
Stock Incentive Plan.OnJune 7,
2007, our
board of directors adoptedour
2007Stock
Incentive Plan.The purpose of the plan is
intendedto secure for the Company and its Affiliates the benefits
arising from ownership of the Company's Common Stock by the Employees, Officers,
Directors and Consultants of the Company and its Affiliates, all of whom are and
will be responsible for the Company's future growth. The Plan is designed to
help attract and retain for the Company and its Affiliates personnel of superior
ability for positions of exceptional responsibility, to reward Employees,
Officers, Directors and Consultants for their services and to motivate such
individuals through added incentives to further contribute to the success of the
Company and its AffiliatesThe maximum
aggregate number of shares of common stock that may be issued and sold under all
awards granted under the plan is 250,000,000 shares, and as of December 31,
2008, we have issued 200,000,000 shares under the plan, and there are no options
outstanding under this plan.




6




Recent
Sales of Unregistered Securities





None.




Item
6.  SELECTED FINANCIAL DATA




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.




Item
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS





We will
file an amendment to this annual report to provide management’s discussion and
analysis as required by Item 303 of Regulation S-K.




Item
8.  FINANCIAL STATEMENTS





We will
file an amendment to this annual report to provide the financial statements as
required by Article 8 of Regulation S-X.





Item
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.





None.





Item
9A. CONTROLS AND PROCEDURES.





We will
file an amendment to this annual report to provide controls and procedures as
required by Items 307 of Regulation S-K and 308 of Regulation S-K.





Item 9B. OTHER
INFORMATION.





None.





PART
III





Item
10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT





Set forth
below is certain information concerning our directors and executive
officers:




Name
            
            Age
            
            PositionFrancis
      X. Marshik
            
            82
            
            President,
      Chief Executive Officer, Treasurer and
director








Francis X. Marshik has served
as President, Chief Executive Officer, Treasurer and director since April 24,
2008.  Mr. Marshik retired in 1986 from M.W. Kellogg, an engineering,
construction and fabrication company, where he served as its Senior Vice
President of Global Business Development since 1980.  From 1974 to
1980, Mr. Marshik was Commercial Vice President of M.W. Kellogg in London, and
from 1968 to 1972, he was the head of the Far East as General Manager of
Japan.  From 1950 to 1966, Mr. Marshik held various positions at C.F.
Braun, an engineering company.  He received a Bachelor of Science from
Oregon State University.  Mr. Marshik has served as a director of
Hemiwedge Industries, Inc., a publicly traded company on the OTC Bulletin Board
since 2002.




7





Director
Independence





Our board of
directors has determined that currently none of it members  qualify as
“independent” as the term is used in Item 407 of Regulation S-B as promulgated
by the SEC and in the listing standards of The Nasdaq Stock Market, Inc. -
Marketplace Rule 4200.





Involvement
in Certain Legal Proceedings





None of
our directors or executive officers has, during the past five
years:





·
            been
      convicted in a criminal proceeding or been subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offences);





·
            had
      any bankruptcy petition filed by or against any business of which he was a
      general partner or executive officer, either at the time of the bankruptcy
      or within two years prior to that
time;





·
            been
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities, futures, commodities or
      banking activities; or





·
            been
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.





CODE
OF ETHICS




We have
adopted a code of ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. The code of ethics is designed to deter
wrongdoing and to promote:




§
            Honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




§
            Full,
      fair, accurate, timely, and understandable disclosure in reports and
      documents that we file with, or submits to, the SEC and in other public
      communications made by us;




§
            Compliance
      with applicable governmental laws, rules and
  regulations;




§
            The
      prompt internal reporting of violations of the code to an appropriate
      person or persons identified in the code;
and




§
            Accountability
      for adherence to the code.





A copy of
our code of ethics that applies to our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions is filed as an exhibit to our Form 10-KSB for the
fiscal year end December 31, 2006.




We will
provide to any person without charge, upon request, a copy of our code of
ethics. Any such request should be directed to our corporate secretary at 1802
N. Carson Street, Suite 212, Carson City, Nevada, 89701.




8




AUDIT
COMMITTEE




The
entire board of directors acts as our audit committee. We do not have an audit
committee financial expert serving on our audit committee at this time. We
propose to expand our board of directors in the near future to include a
financial expert.





Communications
with the Board of Directors





Stockholders
can send communications to the Board of Directors by sending a certified or
registered letter to the Chairman of the Board, care of the Secretary, at our
main business address set forth above.  Communications that are
threatening, illegal, or similarly inappropriate, and advertisements,
solicitations for periodical or other subscriptions, and other similar
communications will generally not be forwarded to the Chairman.





Item
11. EXECUTIVE COMPENSATION





The
following table sets forth the compensation paid to the Chief Executive Officer
and our other executive officers for services rendered during the fiscal years
ended December 31, 2008, 2007 and 2006.





Summary
      Compensation TableStock
            
            
            Option
            
            
            All
      OtherName
      and Position
            Year
            
            Salary
            
            
            Bonus
            
            
            Awards
      ($)
            
            
            Awards
      ($)
            
            
            Compensation
            
            
            Total
      ($)Francis
      X. Marshiik
            2008
            
            $
            0
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            0President
            2007
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/AChief
      Executive Officer, Treasurer and Director
            2006
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A
            
            
            
            N/A(since
      April 24, 2008)Steve
      Bonenberger
            2008
            
            $
            37,500
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            37,500President,
      Chief Executive Officer and Director
            2007
            
            $
            165,000
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            165,000(until
      April 24, 2008
            2006
            
            $
            90,000
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            90,000Brent
      Fouch
            2008
            
            $
            37,500
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            37,500Executive
      Vice President
            2007
            
            $
            150,000
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            150,000Treasurer
      and Director
            2006
            
            $
            90,000
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            $
            90,000(until
      April 24, 2008)




Outstanding
Equity Awards





There
were no outstanding equity awards, unexercised options, unvested stock, or
equity incentive plan awards as of December 31, 2008 for any of the executive
officers named in the Summary Compensation Table above.





Potential
Payments upon Termination





None





Compensation
of Directors





None.




9





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors,
executive officers, and stockholders holding more than 10% of our outstanding
common stock, to file with the Securities and Exchange Commission initial
reports of ownership and reports of changes in beneficial ownership of our
common stock.  Executive officers, directors and greater-than-10%
stockholders are required by SEC regulations to furnish us with copies of all
Section 16(a) reports they file.  To our knowledge, based solely
on review of the copies of such reports furnished to us for the period ended
December 31, 2008, all of the  Section 16(a) reports
required to be filed by our executive officers, directors, and greater-than-10%
stockholders were filed on a timely basis, except that our controlling
stockholder failed to file a Form 3 in connection with its purchase of the
series C preferred stock.








Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of March 31, 2009 by the following
persons:




·
            each
      person who is known to be the beneficial owner of more than five percent
      (5%) of our issued and outstanding shares of common
  stock;




·
            each
      of our directors and executive officers;
and




·
            all
      of our directors and executive officers as a
  group.




Beneficial
ownership is determined in accordance with the rules and regulations of the SEC.
The number of shares and the percentage beneficially owned by each individual
listed above include shares that are subject to options held by that individual
that are immediately exercisable or exercisable within 60 days from March 31,
2009, and the number of shares and the percentage beneficially owned by all
officers and directors as a group includes shares subject to options held by all
officers and directors as a group that are immediately exercisable or
exercisable within 60 days from March 31, 2009.





Amount
      and Nature of Beneficial OwnershipName
      And
              Address
      (1)
            
            Number
      Of Common
              Shares
      Beneficially Owned
            
            
            
            
            
            Percentage
      Owned (2)
            
            
            Number
      Of Series B Preferred
              Shares
      Beneficially Owned
            
            
            Percentage
      Owned (2)
            
            
            Number
      Of Series C Preferred
              Shares
      Beneficially Owned
            
            
            
            
            
            Percentage
      Owned (2)
            
            
            Percentage
              of
      Total
              Voting
              Power
      (3)Terminus,
      Inc.
            
            
            —
            
            
            
            
            
            
            *
            
            
            
            —
            
            
            
            *
            
            
            
            10,000,000
            
            
            (5
            )
            
            
            100
            %
            
            
            89.95
            %Angel
      Acquisition Corp.
            
            
            281,191,127
            
            
            (4
            )
            
            
            4.9999
            %
            
            
            10,000,000
            
            
            
            100
            %
            
            
            —
            
            
            
            
            
            
            *
            
            
            
            0.18
            %Frank
      Marshik
            
            
            —
            
            
            
            
            
            
            *
            
            
            
            —
            
            
            
            *
            
            
            
            10,000,000
            
            
            (5
            )
            
            
            100
            %
            
            
            89.95
            %All
      directors and
              officers
      as a group (1 person)
            
            
            —
            
            
            
            
            
            
            *
            
            
            
            —
            
            
            
            *
            
            
            
            10,000,000
            
            
            (5
            )
            
            
            100
            %
            
            
            89.95
            %




(1)
            Unless
      otherwise noted, the address is 1802 N. Carson Street, Suite 212, Carson
      City, Nevada 89701.(2)
            Based
      on 562,393,791 common shares, 10,000,000 Series B Preferred Shares, and
      10,000,000 Series C Preferred Shares issued and
    outstanding.




10




(3)
            Holders
      of our common stock are entitled to one vote per share, for a total of
      562,393,791 votes. Holders of our Series A preferred stock are not
      entitled to vote. Holders of our Series B preferred stock are entitled to
      one vote per share, for a total of 10,000,000 votes. Holders of our Series
      C preferred stock are entitled to the number of votes on such matters
      equal to the product of (a) the number of shares of the Series C Preferred
      Stock held by such holder, (b) the number of issued and outstanding shares
      of the Company’s common stock, on a fully-diluted basis, as of the record
      date for the vote, or, if no such record date is established, as of the
      date such vote is taken or any written consent of stockholders is
      solicited, and (c) 0.0000002, for a total of 5,124,727,582 votes, or
      approximately 89% of the outstanding votes on all matters presented to our
      stockholders as of the record date.(4)
            Includes
      shares issuable upon conversion of Series B Preferred
  Stock(5)
            Mr.
      Marshik has voting and investment control over the securities owned by
      Terminus, Inc





Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





At March
31, 2008, the Company was indebted to a formerly related party for $801,616.
Interest had been imputed at 6% per year. On April 24, 2008, the Company issued,
and the formerly related party accepted, a subordinated secured non-recourse
note in the principal amount of $841,828, due October 24, 2008. The note is
secured by the real estate described in Note 3 above, but is subordinated to the
notes described above. The lender’s recovery for default on payment of this note
is limited to limited solely to the real estate described above. The note was
cancelled in exchange for the property securing the note pursuant to a
settlement agreement executed in February 2009.





At
December 31, 2008, Terminus, Inc. the holder of the Company’s Series C Preferred
Stock, has loaned the company approximately $46,000. The loan is payable upon
demand with interest at 12%.





During
the year ended December 31, 2008, we paid $37,500 in consulting fees to BMM,
LLC, a Limited liability company owned and controlled by Steve Bonenberger, our
former officer and director. We also paid $ 37,500 in consulting fees to Prize
Entertainment, Inc., a corporation owned and controlled by Brent Fouch, our
former officer and director.





During
the year ended December 31, 2007, we paid $165,000 in consulting fees to BMM,
LLC, a Limited liability company owned and controlled by Steve Bonenberger, our
former officer and director. We also paid $ 150,000 in consulting fees to Prize
Entertainment, Inc., a corporation owned and controlled by Brent Fouch, our
former officer and director.





We
believe that the foregoing transactions were in our best interests. Consistent
with the Nevada Revised Statutes, it is our current policy that all transactions
between us and our officers, directors and their affiliates will be entered into
only if such transactions are approved by a majority of the disinterested
directors, are approved by vote of the stockholders, or are fair to us as a
corporation as of the time it is us at is authorized, approved or ratified by
the board. We will conduct an appropriate review of all related party
transactions on an ongoing basis, and, where appropriate, we will utilize our
audit committee for the review of potential conflicts of interest.





Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





We will
file an amendment to this annual report to provide principal accountants fees
and services as required by Item 9(e) of Schedule 14A (Sec.240.14a-101 of this
chapter).




11





Item
15. EXHIBITS.





(a)           Exhibits




Exhibit
      No.
              Description3.1**
              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, B and C Preferred Stock, filed
      effective July 21, 2004.3.4**
              Certificate
      of Correction to the Certificate of Designation for our Series B Preferred
      Stock, filed effective on November 29, 2004.3.5**
              Certificate
      of Amendment to Articles of Incorporation, filed effective January 3,
      2005.3.6**
              Certificate
      of Amendment to Articles of Incorporation, filed effective January 4,
      20053.7
              Amendment
      to Certificate of Designation After Issuance of Class or Series filed with
      the Nevada Secretary of State on April 24, 2008, filed as an exhibit to
      our Current Report on Form 8-K filed on April 30, 2008 and incorporated
      herein by reference.3.8
              Certificate
      of Correction filed with the Nevada Secretary of State on April 24, 2008,
      filed as an exhibit to our Current Report on Form 8-K filed on April 30,
      2008 and incorporated herein by reference.3.9
              Certificate
      of Withdrawal of Certificate of Designation filed with the Nevada
      Secretary of State on April 24, 2008, filed as an exhibit to our Current
      Report on Form 8-K filed on April 30, 2008 and incorporated herein by
      reference.3.10
              Certificate
      of Designation filed with the Nevada Secretary of State on April 24, 2008,
      filed as an exhibit to our Current Report on Form 8-K filed on April 30,
      2008 and incorporated herein by reference.3.11
              Amendment
      to Certificate of Designation After Issuance of Class or Series filed with
      the Nevada Secretary of State on April 24, 2008, filed as an exhibit to
      our Current Report on Form 8-K filed on April 30, 2008 and incorporated
      herein by reference.3.12
              Amended
      and Restated Articles of Incorporation filed with the Nevada Secretary of
      State on August 19, 2008, filed as an exhibit to our Quarterly Report on
      Form 10-Q for the period ended June 30, 2008 and incorporated herein by
      reference.3.7**
              Amended
      Bylaws of Zannwell, Inc.10.1**
              Zannwell
      Inc. Capital Stock Purchase Agreement, dated November 29,
      2004.10.2
              2004
      Amended and Restated Stock Plan, filed as an exhibit to our Registration
      Statement on Form S-8 filed on December 8, 2004(file no. 333-116498) and
      incorporated herein by reference.10.3
              2005
      Stock Plans, filed as an exhibit to our Registration Statement on Form S-8
      filed on March 2, 2005 (file no 333-123083) and incorporated herein by
      reference.10.4
              2007
      Stock Plan, filed as an exhibit to our Registration Statement on Form S-8
      filed on June 13, 2007 (file no.333-143702) and incorporated herein by
      reference.10.5
              Stock
      Purchase Agreement dated April 24, 2008 by and among Terminus, Inc., The
      Blackhawk Fund, and Palomar Enterprises, Inc., filed as an exhibit to our
      Current Report on Form 8-K filed on April 30, 2008 and incorporated herein
      by reference.10.6
              Subscription
      Agreement dated as of April 24, 2008 by and among Terminus, Inc., The
      Blackhawk Fund, and the subscriber set forth on the signature pages
      thereto , filed as an exhibit to our Current Report on Form 8-K filed on
      April 30, 2008 and incorporated herein by reference.10.7
              Secured
      Promissory Note dated as of April 24, 2008, filed as an exhibit to our
      Current Report on Form 8-K filed on April 30, 2008 and incorporated herein
      by reference.10.8
              Subordinated
      Secured Promissory Note, filed as an exhibit to our Quarterly Report on
      Form 10-Q for the period ended June 30, 2008 and incorporated herein by
      reference.10.9
              Settlement
      Agreement between The Blackhawk Fund and Angel Acquisition Corp, filed
      herewith.10.10
              Settlement
      Agreement between The Blackhawk Fund and Debbie Avey, filed
      herewith14**
              Code
      of Ethics21**
              Subsidiaries23.1
              Consent
      of Gruber & Company, LLC, to be filed by amendment31.1
              Certification
      of Frank Marshik, President and Chief Executive 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, to
      be filed by amendment32.1
              Certification
      of Frank Marshik, President and Chief Executive 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, to be filed by
      amendment.


________


**
Previously Filed




12





SIGNATURES




In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant caused this amended report to be signed on its behalf by the
undersigned, thereunto duly authorized.




THE BLACKHAWK
      FUNDBy:
              /s/ Francis
      X. MarshikFrancis
      X. Marshik, Chairman, President and
                Chief
      Executive Officer




Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
amended report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated.




Signature
              
              Title
              
              Date/s/
      Francis X. Marshik
              
              Chairman
      of the Board, President,
              
              April
      15, 2009Francis
      X. Marshik
              
              Chief
      Executive Officer




13