SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              ____________________________________________________

                                   FORM 10-KSB

(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>
<TABLE>
<CAPTION>
                                              TABLE OF CONTENTS

<S>       <C>                                                                                             <C>
Item 1.   Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
Item 2.   Description of Property.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
Item 4.   Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . .  11
Item 5.   Market for Common Equity and Related Stockholder Matters. . . . . . . . . . . . . . . . . . . .  11
Item 6.   Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . . . . . .  12
Item 7.   Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
Item 8.   Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. . . . . .  18
Item 8A.  Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 8B   Other  information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of
          the Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
Item 10.  Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
          Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
Item 12.  Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . . . . . .  23
Item 13.  Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
Item 14.  Principal Accountant Fees and Services. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
</TABLE>


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<PAGE>
                                     PART I

ITEM  1.     BUSINESS.

COMPANY  OVERVIEW

     We  were  formed  on  or  about  November  of 1998.  USA Telcom, as we were
previously  called,  acted  as  an  agent  in  commercial  transactions  between
Vietnamese  purchasers  and  U.S.  manufacturers.  In  particular,  USA  Telcom
identified  suitable  U.S.  suppliers  for  Vietnamese  buyers,  facilitated
communications  between  the  parties,  and  assisted Vietnamese buyers with the
preparation  of  letters  of  credit documentation and submitting of such to the
seller  for  approval.

     Our  prior  management  has  decided to terminate the Vietnamese commercial
business  and  focus  on  opportunities  within  the  United  States.

CHANGE  OF  CONTROL

     On March 19, 2004, we issued 13,000,000 shares of common stock to Robert C.
Simpson,  Ph.D.  for  a  purchase  price  of  $260,000.00  which  constituted
approximately  75  percent of our issued and outstanding shares of common stock.
Before the purchase by Dr. Simpson, Allen Jones was our controlling stockholder.
Following the purchase of our shares by Dr. Simpson, he and George Peterman were
appointed  to  our  board  of  directors.  Dr.  Simpson  was also elected as our
president,  chief  financial  officer  and  secretary.

     On  May 26, 2004, Mr. Peterman resigned as our director.  On July 14, 2004,
Dr.  Simpson  resigned  as  our  president  and  became chairman of our board of
directors.  At that time, we elected Luther E. Lindner, M.D., Ph.D. as president
and chief executive officer.  We and Dr. Lindner have since mutually agreed that
Dr.  Lindner  would resign as our president and chief executive officer in order
to  allow  Dr.  Lindner  to  accept  a position as president and chief executive
officer  of  Cryptobe,  Inc.,  an  affiliated  privately-held  company.

     We  retained  AMVI,  a  company  controlled  by Mr. Jones, as a consultant.
Under  the  terms  of  the  consulting  agreement,  AMVI  received  a  total  of
$141,516  from  March  19,  2004  through  October  1,  2004,  payable  in  four
installments.  In  addition,  we  sold certain assets to AMVI for $10,300, which
consisted  of  5,000 shares of common stock of an unrelated corporation, certain
computer  equipment  and  a note receivable in the principal amount of $300,000.
All  monies  were  put  into  a  trust  managed by counsel and paid on schedule.

     After  Dr.  Simpson  initially  acquired our shares, we intended to acquire
Blue  Kiwi,  Inc.,  a  company  in  which  Dr.  Simpson  has an equity interest.
However,  we  decided  that  we  would  not acquire Blue Kiwi, Inc.  Instead, we
entered  into a strategic alliance with Blue Kiwi based on the synergies as seen
by  Dr.  Simpson.

     On  July  21,  2004,  we filed certificates of designation establishing our
Series  A,  B  and C preferred stock.  20 million shares have been designated as
our  Series  A  preferred  stock,  10 million shares have been designated as our
Series  B  preferred  stock,  and  20 million shares have been designated as our
Series  C  preferred  stock.

     Each share of our Series A preferred stock is convertible into 10 shares of
our  common  stock.  Each  share  of the Series B preferred stock is convertible
into 200 shares of our common stock.  The shares of our Series C preferred stock
are  not  convertible  into  shares  of  our  common  stock.

     The  holders  of  shares of our Series A preferred stock do not have voting
rights  on  any matters submitted to a vote of our stockholders.  On all matters
submitted  to  a vote of our stockholders, each holder of shares of our Series B
preferred  stock  is  entitled  to  one vote per share of the Series B preferred
stock  held  by  such  holder.  On  all  matters  submitted  to  a  vote  of our
stockholders,  each holder of shares of our Series C preferred stock is entitled
to  100  votes  per  share  of  the  Series  C  preferred  stock  held  by  such
holder.


                                        1
<PAGE>
     Effective  November  29,  2004, we filed a certificate of correction to our
certificate  of  designation  establishing  our  Series  B preferred stock.  Our
certificate of designation for the Series B preferred stock, as originally filed
on  June  21, 2004, incorrectly stated that the shares of the Series B preferred
stock were not convertible into the shares of our common stock.  The certificate
of  correction,  filed on November 29, 2004, corrected the error by stating that
each share of the Series B preferred stock is convertible into 200 shares of our
common  stock.

     On  October 12, 2004, R. Patrick Liska was elected a director and appointed
our  president,  secretary, treasurer, chairman of the board and chief executive
officer.

     On  November  23,  2004,  R.  Patrick  Liska  was  removed as our director,
secretary,  treasurer,  president,  chairman  of  the  board and chief executive
officer.  The  removal  of R. Patrick Liska as our director and officer resulted
from  philosophical  differences  between  our  former  management and Mr. Liska
regarding  business  operations,  policies and practices.  The effective date of
the  removal  was  November  23,  2004.

     Effective  November  23,  2004,  Robert  C.  Simpson  was  elected our sole
director,  president,  chairman  of  the  board  and  chief  executive  officer.

     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.

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.


                                        2
<PAGE>
     We have the option of converting into a Business Development Corporation at
some  time  within  the  next 12 months.  If our board decides that it is in our
best  interests  to become a Business Development Corporation, we would do so by
filing  a  Form N-54 with the Securities and Exchange Commission and electing to
be  governed  by  the  Investment  Company  Act  of  1940, as amended.  We would
continue  to  be  subject to the periodic reporting requirements of the Exchange
Act.

     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.

     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.

KEY  PERSONNEL

     Our  future financial success depends to a large degree upon the efforts of
Messrs.  Bonenberger and Fouch, our officers and directors.  Messrs. Bonenberger
and  Fouch  have  played  major  roles  in developing and executing our business
strategy.  The  loss  of  Messrs.  Bonenberger  and  Fouch could have an adverse
effect  on  our  business  and  our chances for profitable operations.  While we
intend  to  employ  additional  management  and  marketing personnel in order to
minimize  the critical dependency upon any one person, there can be no assurance
that  we  will be successful in attracting and retaining the persons needed.  If
we  do  not  succeed  in  retaining  and  motivating  our  current employees and
attracting new high quality employees, our business could be adversely affected.
We  do  not  maintain key man life insurance on the lives of Messrs. Bonenberger
and  Fouch.

OUR  FINANCIAL  RESULTS  MAY  BE  AFFECTED  BY  FACTORS  OUTSIDE  OF OUR CONTROL

     Our future operating results may vary significantly from quarter to quarter
due  to  a  variety  of  factors,  many  of  which are outside our control.  Our
anticipated  expense  levels  are  based,  in  part,  on our estimates of future
revenues and may vary from our projections.  We may be unable to adjust spending
rapidly  enough  to  compensate  for  any  unexpected  revenues  shortfall.
Accordingly,  any  significant  shortfall in revenues in relation to our planned
expenditures  would materially adversely affect our business, operating results,
and  financial  condition.


                                        3
<PAGE>
     We  cannot  predict  with  certainty  our  revenues  and operating results.
Further,  we  believe that period-to-period comparisons of our operating results
are  not  necessarily  a  meaningful  indication  of  future  performance.

CORPORATE  OFFICES

     Our executive office is located at 1802 N. Carson Street, Suite 212, Carson
City,  Nevada,  89701,  telephone  number  (775)  887-0670.

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.
All  share and per share amounts presented in our financial statements which are
part  of  this  Annual Report on Form 10-KSB have been restated retroactively to
reflect  the  split  as  if it had occurred on the first day of the first period
presented,  or  January  1, 2003.  However, all share and per share amounts have
not been restated retroactively to reflect the split in the narrative portion of
this  Annual  Report  on Form 10-KSB.  Consequently, the retroactive restatement
may  cause  some  apparent inconsistencies between the narrative portion of this
Annual  Report  on  Form  10-KSB  and  our other filings with the Securities and
Exchange  Commission  on one hand, and the financial statements and accompanying
notes  forming  part  of  this  Annual  Report on Form 10-KSB on the other hand.

     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.

EMPLOYEES

     We have two full-time employees and two part-time employees as of March 31,
2005.  As  we  grow,  we  will  need  to attract an unknown number of additional
qualified employees.  Although we have experienced no work stoppages and believe
our  relationships  with  our  employees  are  good, we could be unsuccessful in
attracting  and  retaining  the  persons  needed.  None  of  our  employees  are
currently  represented  by  a  labor  union.

RISK  FACTORS

NEED  FOR  ONGOING  FINANCING.

     We  will  need  additional  capital  to  continue  our  operations and will
endeavor  to  raise  funds  through  the sale of equity shares and revenues from
operations.

     There can be no assurance that we will generate revenues from operations or
obtain  sufficient  capital  on  acceptable terms, if at all.  Failure to obtain
such capital or generate such operating revenues would have an adverse impact on
our  financial  position  and results of operations and ability to continue as a
going  concern.  Our  operating  and capital requirements during the next fiscal
year  and thereafter will vary based on a number of factors, including the level
of  sales  and marketing activities for our services and products.  There can be
no  assurance  that  additional  private  or public financing, including debt or
equity  financing,  will  be  available  as  needed,  or, if available, on terms
favorable  to  us.  Any  additional  equity  financing  may  be  dilutive  to
stockholders  and such additional equity securities may have rights, preferences
or  privileges  that  are  senior  to  those  of  our  existing  common  stock.

     Furthermore, debt financing, if available, will require payment of interest
and  may  involve  restrictive  covenants  that  could impose limitations on our
operating  flexibility.  Our  failure  to  successfully obtain additional future
funding  may  jeopardize  our  ability  to continue our business and operations.


                                        4
<PAGE>
     If  we  raise  additional  funds  by  issuing  equity  securities, existing
stockholders  may  experience  a  dilution in their ownership. In addition, as a
condition to giving additional funds to us, future investors may demand, and may
be  granted,  rights  superior  to  those  of  existing  stockholders.


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<PAGE>
BUSINESS  CONCENTRATION.

     While  we consider our relationships with our customers to be satisfactory,
given  the  concentration  of  our  sales  to a few key customers, our continued
relationships may be subject to the policies and practices of the customers.  We
continue  to  concentrate our efforts on expanding our customer base in order to
reduce  our  reliance  on  our  current  customers.

INFLATION.

     In  our  opinion,  inflation has not had a material effect on our financial
condition  or  results  of  our  operations.

TRENDS,  RISKS  AND  UNCERTAINTIES.

     We have sought to identify what we believe to be the most significant risks
to  our  business, but we cannot predict whether, or to what extent, any of such
risks  may be realized nor can we guarantee that we have identified all possible
risks  that  might  arise.  Investors should carefully consider all of such risk
factors  before  making an investment decision with respect to our common stock.

CAUTIONARY  FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS.

     We  provide the following cautionary discussion of risks, uncertainties and
possible  inaccurate  assumptions  relevant  to  our  business and our products.
These  are  factors  that  we  think  could  cause  our actual results to differ
materially from expected results.  Other factors besides those listed here could
adversely  affect  us.

POTENTIAL  FLUCTUATIONS  IN  QUARTERLY  OPERATING  RESULTS.

     Our  quarterly  operating results may fluctuate significantly in the future
as  a  result  of  a  variety of factors, most of which are outside our control,
including the demand for our services, seasonal trends in purchasing, the amount
and  timing of capital expenditures; price competition or pricing changes in the
industry;  technical  difficulties  or  system  downtime;  general  economic
conditions,  and  economic  conditions  specific to our industry.  Our quarterly
results  may  also  be  significantly  impacted  by the impact of the accounting
treatment  of  acquisitions,  financing  transactions  or  other  matters.
Particularly  at  our early stage of development, occurrences such as accounting
treatment can have a material impact on the results for any quarter.  Due to the
foregoing  factors,  among  others, it is likely that our operating results will
fall  below  our  expectations  or  those  of  investors in some future quarter.

LACK  OF  INDEPENDENT  DIRECTORS.

     We  cannot  guarantee  that  our board of directors will have a majority of
independent  directors  in  the  future.  In  the  absence  of  a  majority  of
independent  directors,  our  executive  officers,  could establish policies and
enter  into  transactions without independent review and approval thereof.  This
could  present  the  potential  for  a  conflict  of interest between us and our
stockholders  generally and the controlling officers, stockholders or directors.

LIMITATION  OF  LIABILITY  AND  INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS.

     Our  officers  and  directors  are required to exercise good faith and high
integrity  in  our  management  affairs.  Our articles of incorporation provide,
however,  that  our  officers  and  directors  shall  have  no  liability to our
stockholders  for  losses sustained or liabilities incurred which arise from any
transaction in their respective managerial capacities unless they violated their
duty of loyalty, did not act in good faith, engaged in intentional misconduct or
knowingly  violated  the law, approved an improper dividend or stock repurchase,
or  derived  an  improper benefit from the transaction.  Our articles and bylaws
also provide for the indemnification by us of the officers and directors against
any losses or liabilities they may incur as a result of the manner in which they
operate  our  business  or  conduct  the  internal  affairs,  provided  that  in
connection  with  these  activities  they  act  in  good  faith


                                        6
<PAGE>
and  in  a  manner that they reasonably believe to be in, or not opposed to, our
best  interests,  and  their  conduct  does  not  constitute  gross  negligence,
misconduct  or  breach  of  fiduciary  obligations.

MANAGEMENT  OF  POTENTIAL  GROWTH.

     We may experience rapid growth which will place a significant strain on our
managerial,  operational,  and  financial systems resources.  To accommodate our
current  size  and  manage growth, we must continue to implement and improve our
financial strength and our operational systems, and expand, train and manage our
sales  and  distribution  base.  There  is  no guarantee that we will be able to
effectively  manage  the  expansion  of  our operations, or that our facilities,
systems,  procedures  or  controls  will  be  adequate  to  support our expanded
operations.  Our  inability to effectively manage our future growth would have a
material  adverse  effect  on  us.

WE  PAY  NO  DIVIDENDS.

     We  have  never  declared nor paid cash dividends on our capital stock.  We
currently  intend  to retain any earnings for funding growth however these plans
may  change  depending  upon  capital  raising  requirements.

QUANTITATIVE  AND  QUALITATIVE  DISCLOSURE  ABOUT  MARKET  RISK.

     We  believe  that  we  do  not  have  any  material exposure to interest or
commodity  risks.  Our  financial  results  are quantified in U.S. dollars and a
majority  of our obligations and expenditures with respect to our operations are
incurred  in  U.S.  dollars.  Although  we  do not believe we currently have any
materially  significant  market  risks relating to our operations resulting from
foreign  exchange  rates,  if  we  enter  into  financing  or  other  business
arrangements  denominated in currency other than the U.S. dollars, variations in
the  exchange rate may give rise to foreign exchange gains or losses that may be
significant.

     We  currently  have  no material long-term debt obligations.  We do not use
financial  instruments  for  trading  purposes  and  we  are  not a party to any
leverage  derivatives.

RISKS  RELATING  TO  OUR  BUSINESS

WE  ARE NOT LIKELY TO SUCCEED UNLESS WE CAN OVERCOME THE MANY OBSTACLES WE FACE.

     As  an  investor,  you  should  be  aware  of  the difficulties, delays and
expenses  we  encounter,  many  of  which  are  beyond  our  control,  including
unanticipated  market trends, employment costs, and administrative expenses.  We
cannot  assure  our  investors  that our proposed business plans as described in
this  report  will materialize or prove successful, or that we will ever be able
to  finalize  development of our products or services or operate profitably.  If
we  cannot  operate  profitably,  you  could  lose your entire investment.  As a
result of the nature of our business, initially we expect to sustain substantial
operating  expenses  without  generating  significant  revenues.

OUR  AUDITORS  HAVE  STATED  WE  MAY  NOT  BE  ABLE  TO  STAY  IN  BUSINESS.

     Our auditors have issued a going concern opinion, which means that there is
doubt  that  we  can  continue  as  an  ongoing business for the next 12 months.
Unless  we  can  raise  additional  capital,  we  may not be able to achieve our
objectives  and  may  have  to  suspend  or cease operations.  See "Management's
Discussion  and  Analysis  of  Financial  Condition  and Results of Operations."

OUR  ACQUISITION  STRATEGY  INVOLVES  A  NUMBER  OF  RISKS.

     We  intend  to  pursue  growth  through  the  opportunistic  acquisition of
companies  or  assets that will enable us to expand our service lines to provide
more  cost-effective  customer  solutions.  We  routinely  review  potential
acquisitions.  This  strategy  involves certain risks, including difficulties in
the  integration  of  operations  and systems, the diversion of our management's
attention  from other business concerns, and the potential loss of key employees
of  acquired  companies.  We  may  not  be  able to successfully acquire, and/or
integrate  acquired  businesses  into  our  operations.


                                        7
<PAGE>
RISKS  RELATING  TO  OUR  STOCK

WE  MAY  NEED  TO RAISE ADDITIONAL CAPITAL.  IF WE ARE UNABLE TO RAISE NECESSARY
ADDITIONAL CAPITAL, OUR BUSINESS MAY FAIL OR OUR OPERATING RESULTS AND OUR STOCK
PRICE  MAY  BE  MATERIALLY  ADVERSELY  AFFECTED.

     Due  to  the  lack  of  revenue  and  expenses,  we need to secure adequate
funding.  If  we  are  unable  to obtain adequate funding, we may not be able to
successfully  develop and market our products and services and our business will
most  likely  fail.  We  do  not  have commitments for additional financing.  To
secure  additional  financing,  we  may  need  to  borrow  money  or  sell  more
securities,  which  may  reduce  the value of our outstanding securities.  Under
these  circumstances,  we  may  be  unable  to  secure  additional  financing on
favorable  terms  or  at  all.

     Selling  additional  stock,  either privately or publicly, would dilute the
equity  interests of our stockholders.  If we borrow more money, we will have to
pay interest and may also have to agree to restrictions that limit our operating
flexibility.  If  we  are  unable  to  obtain adequate financing, we may have to
curtail  business  operations  which  would  have  a material negative effect on
operating  results  and  most  likely  result  in  a  lower  stock  price.

OUR  COMMON  STOCK HAS EXPERIENCED IN THE PAST, AND IS EXPECTED TO EXPERIENCE IN
THE  FUTURE,  SIGNIFICANT  PRICE  AND  VOLUME  VOLATILITY,  WHICH  SUBSTANTIALLY
INCREASES  THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT OR ABOVE THE
PRICE  THAT  YOU  PAY  FOR  THE  SHARES.

     Because  of the limited trading market for our common stock, and because of
the possible price volatility, you may not be able to sell your shares of common
stock when you desire to do so.  During 2003 and 2004, our common stock was sold
and  purchased  at  prices  that ranged from a high of $0.25 to a low of $0.0006
per  share.  The inability to sell your shares in a rapidly declining market may
substantially increase your risk of loss because of such illiquidity because the
price  for  our  common  stock  may  suffer  greater  declines  due to its price
volatility.

     The  price  of  our common stock that will prevail in the market after this
offering  may  be higher or lower than the price you pay.  Certain factors, some
of  which  are  beyond  our control, that may cause our share price to fluctuate
significantly  include,  but  are  not  limited  to,  the  following:

-    Variations  in  our  quarterly  operating  results;

-    The  development  of  a  market  in  general for our products and services;

-    Changes  in  market  valuations  of  similar  companies;

-    Announcement  by  us  or  our  competitors  of  significant  contracts,
     acquisitions,  strategic  partnerships,  joint  ventures  or  capital
     commitments;

-    Loss  of  a major customer or failure to complete significant transactions;

-    Additions  or  departures  of  key  personnel;  and

-    Fluctuations  in  stock  market  price  and  volume.

     Additionally,  in  recent  years  the  stock market in general, and the OTC
Bulletin  Board  and  technology  stocks in particular, have experienced extreme
price  and volume fluctuations.  In some cases, these fluctuations are unrelated
or  disproportionate  to  the  operating  performance of the underlying company.
These  market and industry factors may materially and adversely affect our stock
price,  regardless  of  our  operating  performance.

     Over  the past few months, there have been periods of significant increases
in  trading  volume  of our common stock during which the price of our stock has
both increased and decreased.  The historical trading of our common stock is not
necessarily  an  indicator  of  how  it will trade in the future and our trading
price  as  of  the  date  of  this  report does not necessarily portend what the
trading  price  of  our  common  stock  might  be  in  the  future.


                                        8
<PAGE>
     In  the  past,  class  action  litigation  has  often  been brought against
companies  following  periods  of  volatility  in the market price of the common
stock  of  those companies.  If we become involved in this type of litigation in
the  future,  it  could  result in substantial costs and diversion of management
attention  and  resources,  which  could  have a further negative effect on your
investment  in  our  stock.

OUR  DIRECTORS  HAVE  THE RIGHT TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK AND
ADDITIONAL  SHARES  OF  OUR  COMMON  STOCK.

     Our  directors,  within  the  limitations and restrictions contained in our
articles  of  incorporation and without further action by our stockholders, have
the  authority  to  issue  shares of preferred stock from time to time in one or
more  series and to fix the number of shares and the relative rights, conversion
rights,  voting rights, and terms of redemption, liquidation preferences and any
other  preferences,  special  rights  and qualifications of any such series.  We
have  no intention of issuing preferred stock at the present time.  Any issuance
of  preferred  stock  could adversely affect the rights of holders of our common
stock.

     Should we issue additional shares of our common stock at a later time, each
investor's  ownership  interest  in  The  Blackhawk Fund would be proportionally
reduced.  No  investor  will  have  any  preemptive  right to acquire additional
shares  of  our  common  stock,  or  any  of  our  other  securities.

THE  ISSUANCE  OF  SHARES  UPON  THE  EXERCISE OF OUTSTANDING WARRANTS MAY CAUSE
IMMEDIATE  AND  SUBSTANTIAL  DILUTION  TO  OUR  EXISTING  STOCKHOLDERS.

     The  issuance  of  shares  upon  the  exercise  of  warrants  may result in
substantial  dilution  to  the interests of other stockholders since the selling
stockholders  may  ultimately  convert  and  sell  the  full  amount issuable on
conversion.  There  is no upper limit on the number of shares that may be issued
which will have the effect of further diluting the proportionate equity interest
and  voting  power  of  holders of our common stock, including investors in this
offering.

IF  WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE REMOVED
FROM  THE  OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO
SELL  OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN
THE  SECONDARY  MARKET.

     Companies  trading  on  the OTC Bulletin Board, such as The Blackhawk Fund,
must  be  reporting  issuers  under Section 12 of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act"), and must be current in their reports
under  Section  13,  in  order to maintain price quotation privileges on the OTC
Bulletin  Board.  If we fail to remain current on our reporting requirements, we
could be removed from the OTC Bulletin Board.  As a result, the market liquidity
for  our securities could be severely adversely affected by limiting the ability
of broker-dealers to sell our securities and the ability of stockholders to sell
their  securities  in  the  secondary  market.

OUR  COMMON  STOCK  IS  SUBJECT  TO  THE  "PENNY STOCK" RULES OF THE SEC AND THE
TRADING  MARKET  IN  OUR  SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR
STOCK  CUMBERSOME  AND  MAY  REDUCE  THE  VALUE  OF  AN INVESTMENT IN OUR STOCK.

     The  Securities  and  Exchange  Commission  has  adopted  Rule  15g-9 which
establishes  the definition of a "penny stock," for the purposes relevant to us,
as  any  equity security that has a market price of less than $5.00 per share or
with  an  exercise  price  of  less  than  $5.00  per  share, subject to certain
exceptions.  Inasmuch  as  that the current bid and ask price of common stock is
less  than $5.00 per share, our shares are classified as "penny stock" under the
rules  of  the SEC.  For any transaction involving a penny stock, unless exempt,
the  rules  require:

-    That  a  broker  or  dealer  approve a person's account for transactions in
     penny  stocks;  and

-    The  broker or dealer receives from the investor a written agreement to the
     transaction,  setting forth the identity and quantity of the penny stock to
     be  purchased.

     In  order  to  approve a person's account for transactions in penny stocks,
the  broker  or  dealer  must:


                                        9
<PAGE>
-    Obtain  financial  information  and investment experience objectives of the
     person;  and

-    Make  a  reasonable determination that the transactions in penny stocks are
     suitable  for  that  person  and  the  person  has sufficient knowledge and
     experience  in  financial  matters to be capable of evaluating the risks of
     transactions  in  penny  stocks.

     The broker or dealer must also deliver, prior to any transaction in a penny
stock,  a disclosure schedule prescribed by the Commission relating to the penny
stock  market,  which,  in  highlight  form:

-    Sets  forth  the  basis  on which the broker or dealer made the suitability
     determination;  and

-    That  the  broker  or  dealer received a signed, written agreement from the
     investor  prior  to  the  transaction.

     Generally,  brokers  may  be  less  willing  to  execute  transactions  in
securities  subject to the "penny stock" rules.  This may make it more difficult
for  investors  to dispose of our common stock and cause a decline in the market
value  of  our  stock.

     Disclosure also has to be made about the risks of investing in penny stocks
in  both  public  offerings  and  in secondary trading and about the commissions
payable  to  both  the  broker-dealer and the registered representative, current
quotations  for  the  securities  and  the  rights  and remedies available to an
investor  in  cases  of  fraud  in  penny  stock transactions.  Finally, monthly
statements  have  to  be  sent disclosing recent price information for the penny
stock  held in the account and information on the limited market in penny stocks

ITEM  2.     DESCRIPTION  OF  PROPERTY.

     We  lease  office  space  at 1802 N. Carson Street, Suite 212, Carson City,
Nevada, 89701.  Our Carson Street lease costs $100 per month and is scheduled to
expire  on  December 31, 2005.  Our management team occupies office space at 120
Birmingham,  Suite 120-C, Cardiff, California 92007.  The Birmingham lease costs
$650  per  month  and  is  scheduled  to  expire  on  December  31,  2005.

ITEM  3.     LEGAL  PROCEEDINGS.

     On  December  28,  2004,  R.  Patrick Liska, who served as our director and
officer  at the time when we were called Zannwell, Inc., filed a lawsuit against
us  in the Hennepin county, Minnesota District Court.  Mr. Liska alleges that he
is  entitled  to  receive 1,000,000 shares of our series A convertible preferred
stock,  and  5,000,000  shares  of  our  common  stock,  both  of  which we deny
vigorously.  Because  this  proceeding  is  only  in its beginning stages, it is
difficult to predict with any degree of certainty what liability we may face, if

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

     On  January  3, 2005 the holder of the majority of our voting capital stock
acted  by  written  consent  to  effect  the  following  corporate  actions:

     1.     Amend  our  articles  of  incorporation  to  change  our  name  from
"ZannWell  Inc."  to  "The  BlackHawk  Fund";

     2.     Approve  an  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;


                                       10
<PAGE>
     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,  Palomar  Enterprises,  Inc., a Nevada
corporation, ("Palomar"), which held 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 on the record date.  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 had the power to vote 1,010,000,000 shares of
the  common  stock, which number exceeded 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.

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

                                     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 from "ZWLL.OB." to
"BHWK.OB."  These  quotations  reflect  inter-dealer  prices,  without  mark-up,
mark-down  or  commission,  and  may  not  represent  actual  transactions.

<TABLE>
<CAPTION>
CALENDAR YEAR 2003    HIGH    LOW
------------------    ----    ---
<S>                 <C>     <C>
First Quarter         0.25    0.15
Second Quarter        0.15    0.15
Third Quarter         0.15    0.05
Fourth Quarter        0.25    0.05

CALENDAR YEAR 2003    HIGH    LOW
------------------    ----    ---
First Quarter         0.13    0.07
Second Quarter        0.10    0.03
Third Quarter         0.04  0.0008
Fourth Quarter      0.0061  0.0006
</TABLE>

     As  of  March  31,  2005,  we  had  570,209,709  shares of our common stock
outstanding.  Our  shares  of  common  stock  are  held  by  approximately  53
stockholders  of  record.  The  number of record holders was determined from the
records  of  our transfer agent and does not include beneficial owners of common
stock  whose  shares are held in the names of various security brokers, dealers,
and  registered  clearing  agencies.


                                       11
<PAGE>
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.

     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.

     The  following  table  provides  information  about purchases by us and our
affiliated  purchasers  during  the  quarter  ended  December 31, 2004 of equity
securities  that  are  registered by us pursuant to Section 12 of the Securities
Exchange  Act  of  1934:

<TABLE>
<CAPTION>
              SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

                    (a)               (b)              (c)              (d)
               --------------  -----------------  -------------  ----------------
                                                                      Maximum
                                                  Total number      number (or
                                                  of shares (or     approximate
                                                     units)      dollar value) of
                                                  purchased as     shares (or
                                                     part of     units) that may
                Total number                        publicly         yet be
               of shares (or     Average price     announced        purchased
                   units)          paid per         plans or     under the plans
Period           purchased      share (or unit)     programs       or programs
               --------------  -----------------  -------------  ----------------
<S>            <C>             <C>                <C>            <C>

October 2004              -0-                -0-           -0-             -0-
November 2004             -0-                -0-           -0-             -0-
December 2004             -0-                -0-           -0-             -0-
               --------------  -----------------  -------------  ----------------
Total                     -0-                -0-           -0-             -0-
               ==============  =================  =============  ================
</TABLE>

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

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 Exchange Act.
Actual  operations  and  results  may  materially  differ from present plans and
projections  due  to changes in economic conditions, new business opportunities,
changed  business


                                       12
<PAGE>
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-KSB 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.

MANAGEMENT'S  PLAN  OF  OPERATIONS

     We  have  the  following business model in place and operating: We take the
lead  role  in  the  financing,  development  and  management  of  our portfolio
companies.  We  receive  as  an  exchange  for  these services a majority equity
interest  in each company that we seek to either develop and/or acquire.  Once a
portfolio company has successfully implemented its stated business model and has
moved out of the development and into its operational and growth phases, we will
look to assist that portfolio company in the process of becoming publicly traded
as  a  separate  entity.

     Our purpose is to gain a higher valuation for the equity positions that are
held  by  The BlackHawk Fund. Currently, we have one portfolio company which has
been  launched  and  is  now out of the development phase and is moving into its
operational  and  growth  phases.

     BlackHawk  Financial.  We have been able to launch operations for our first
portfolio company, Blackhawk Financial. Blackhawk Financial, Inc., is our wholly
owned  portfolio  company.  Blackhawk Financial, Inc. has two divisions that are
both  currently  operational:

     (1)     Down  Payment  Assistance Program ("DPA"):  This core group assists
home  buyers  who  are seeking to purchase a home, but need additional funds for
the  down  payment.  Our  assistance  program  consists  of  the  following:

     -    We  match  up  to  $  20,000.00  per  candidate  via  our DPA program;

     -    The  buyer  agrees  to  invest  (match)  an equal amount in their home
          purchase;

     -    The  buyer  agrees  to utilize the services (whenever possible) of The
          Palomar  Group  (www.thepalomargroup.com)  for both its home purchase,
          sale  of any existing property and to locate the new financing for the
          purchase;

     -    Blackhawk  Financial,  Inc.,  attaches  a  second deed of trust to the
          subject  property  upon  closing;

     -    Terms  and  conditions  of  the "DPA" vary between nine and 12 percent
          depending  upon  the  credit  score  of  the  applicant and recipient;

     -    The  note  is  fully  amortized over a t10 year term and will bear the
          interest  rate  that  is  agreed  upon  by the recipient and Blackhawk
          Financial,  Inc.;

     -    Blackhawk  Financial, Inc., looks for the borrower (whenever possible)
          to  refinance  the  loan  (secured  by  a second deed of trust vs. the
          subject  property)  and  combine  it into a larger first deed of trust
          sometime  within  a  12-24  month  time  from  the  origination.


                                       13
<PAGE>
     To  date,  no "DPA" programs have been initiated. We have begun a marketing
campaign  via  the  North  County  Times  and  The  Union  Tribune in San Diego,
California. The purpose of the campaign is to find qualified candidates that can
enter  the  "DPA".  Several  possible  candidates  are being interviewed and the
company  looks  to  have  its  first  "DPA"  in  place  in  the  near  term.

     (2)     Corporate  Consulting  Services:  This  core  group  assists  and
consults companies, both private and public in matters that range from marketing
strategies,  to product development and placement services, as well as corporate
management,  governance  and  core  capitalization  structures.  Currently,  the
company  has  two  corporate  consulting service contracts in place and looks to
gather  several  more  in  the  coming  months.

     Blackhawk Financial, Inc., the only operating portfolio company operates in
the  highly  competitive  financial  services industry.  We have established the
following  strategies  to  compete  in  this  industry:

     DPA  Program.  We  are implementing this program via the following methods:

     -    Traditional  Media:  We have begun marketing this program in the local
          San  Diego,  California.  newspapers.  Our  parent  company  (Palomar
          Enterprises,  Inc.,  PLMI.OB)  runs  weekly  display ads in both local
          papers  and  is  now featuring the "DPA" program in the weekly display
          ads.

     -    Agents:  Our  parent company, Palomar Enterprises, Inc., has a team of
          professional sales agents that it has instructed, at their discretion,
          to  offer  the  "DPA"  program  to  any  suitable  candidates.

     -    Internet:  We  have  recently  entered  into  an  agreement  with Data
          Resource  Consultants,  Inc., and are in the process of establishing a
          web  based  marketing  program.

     We  believe  that these strategies are sufficient to generate the necessary
market  share  for  our  "DPA"  program.

     Corporate  Consulting  Services.  We  are implementing this program via the
following  methods:

     -    Relationship  based  marketing:  We  have begun penetrating the market
          based  upon  the  existing  relationships  of  our  management.

     -    Direct  marketing:  We  are considering a direct marketing campaign to
          expand  our  corporate  client  base.

     -    Currently,  we  have  two  corporate clients and are looking to secure
          several  others  in  the  near  term.

     We  have  identified  the  following  as  our benchmarks for the next 12-24
months:

     -    Raise enough capital to fully launch our first core portfolio company,
          Blackhawk  Financial,  Inc.;

     -    Recruit,  train  and  retain  key  personnel to oversee the growth and
          market  share  and  potential  profitability  of  its  core  portfolio
          companies;

     -    Work with the management team of Blackhawk Financial, Inc., and assist
          them  in the process of becoming publicly traded as a separate entity;

     -    Work  with  the  company  counsel  to  prepare  and file the documents
          necessary  to  operate  as  a  Business  Development  Company;

     -    Establish  and  maintain  an  independent  board  of directors who are
          tasked  with  assisting  the  management  with  moving  the  fund  to
          sustain-ability,  profitability  and  earnings;


                                       14
<PAGE>
     -    Continue to seek to bring value to our shareholders via the deployment
          and  successful  implementation of the stated and established business
          model.

DEPENDENCE  UPON  ONE  OR  A  FEW  MAJOR  CUSTOMERS

     "DPA" Program.  We have no contracts currently in place and we are looking,
on  a  funds  available  basis  to  originate  several  contracts  per  month.

     Corporate  Consulting Services.  We currently have two clients: Safe Travel
Care,  Inc.,  a  corporate  consulting  client, and eWorldMedia Holdings, Inc, a
media  services  client.

RESULTS  OF  OPERATIONS

TWELVE  MONTHS  ENDED  DECEMBER  31,  2004  COMPARED  TO THE TWELVE MONTHS ENDED
DECEMBER  31,  2003.

REVENUE

     Revenue for the 12 months ended December 31, 2004 was $0 compared to $0 for
the  12  months  ended  December  31,  2003,.  Revenue  did not change due to no
operations  in  2004.

COST  OF  REVENUE

     Cost  of revenue was $0 for the 12 months ended December 31, 2004, compared
to  $0 sales for the 12 months ended December 31, 2003.  Cost of revenue did not
change  due  to  no  operations  in 2004.  We expect cost of revenue to increase
during  the  coming  12  months  due  to increased sales and the requirement for
additional  product.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

     General  and  administrative  expenses  ("G&A") were $29,470,043 for the 12
months  ended  December  31,  2004, compared to $104,287 for the 12 months ended
December  31,  2003,  an  increase  of  $29,365,756.  The increase in G&A is due
primarily  to  stock  issued  for  services.  For accounting purposes, the stock
issued  for  services  was  valued  based  on the value of the underlying common
stock,  into  which  the  preferred  stock  was  convertible.  As  a result, the
preferred  shares issued for services were valued at $29,362,394. This generated
an  expense  of  $29,362,394

     We  expect  G&A  expenses to increase substantially in the coming 12 months
due  to the increase in sales activities within our business units. We intend to
focus on operating efficiencies, increasing revenues, and ensuring profitability
in  our  core  business  units  during  this  period.


LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the twelve-month period ended December 31, 2004, operating expenses
were  $29,470,812  as  compared  to  $266,309  for  the same period in 2003. The
increase  in professional expenses and operating expenses are mainly a result of
launching  new product lines and related expenses. We intend to continue to find
ways to expand our business through new product development and introduction and
possibly  through  completing  the  one  planned  acquisition.  We  believe that
revenues and earnings will increase as we grow. We anticipate that we will incur
smaller  losses in the near future if we are able to expand our business and the
marketing of our products and services now under development. The losses will be
created  to  the  extent  of  the excess of technology development and marketing
expenses  over  the income from operations. Our operating losses as shown may be
perceived  as  alarming  and  possibly indicate a downward spiral leading to the
demise  of  the  company;  however,  from management's point of view, there is a
bright  side  to  the  operating  losses which have accumulated to approximately
$29,739,726  are  tapering off. The positive side of this operating loss will be
beneficial  to us as two - three of our business units become profitable in 2005
and  the  net  operating  loss  will  allow us to accumulate cash without paying
foreseeable  future.


                                       15
<PAGE>
     During  the  12  months ended December 31, 2004, we generated a net loss of
$29,477,019.  During  the  12  months  ended  December 31, 2004, we used cash in
operating  activities  of  $403,405,  cash  provided by investing activities was
$10,300,  and  cash  provided  by  financing  activities  was  $392,990.

     In  order  to execute our business plan, we will need to acquire additional
capital from debt or equity financing. In the absence of significant revenue and
profits, we will be completely dependent on additional debt and equity financing
arrangements.  There  is  no  assurance that any financing will be sufficient to
fund  our  capital expenditures, working capital and other cash requirements for
the  fiscal  year  ending  December 31, 2005. No assurance can be given that any
such additional funding will be available or that, if available, can be obtained
on  terms  favorable to us. If we are unable to raise needed funds on acceptable
terms,  we  will  not  be  able to execute our business plan, develop or enhance
existing  services,  take  advantage  of  future  opportunities  or  respond  to
competitive  pressures  or  unanticipated  requirements.  A material shortage of
capital will require us to take drastic steps such as further reducing our level
of  operations,  disposing of selected assets or seeking an acquisition partner.

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.  SFAS 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

     We  adopted  SFAS No. 142.  Under the new rules, we will no longer amortize
goodwill and other intangible assets with indefinite lives, but such assets will
be  subject  to  periodic  testing for impairment.  On an annual basis, and when
there  is  reason to suspect that their values have been diminished or impaired,
these  assets  must  be tested for impairment, and write-downs to be included in
results  from  operations  may  be  necessary.  SFAS No. 142 also requires us to
complete  a  transitional  goodwill  impairment test six months from the date of
adoption.

     Any  goodwill  impairment  loss  recognized as a result of the transitional
goodwill  impairment test will be recorded as a cumulative effect of a change in
accounting principle no later than the end of fiscal year 2002.  The adoption of
SFAS  No.  142  had no material impact on our consolidated financial statements.
SFAS  No.  143


                                       16
<PAGE>
establishes accounting standards for the recognition and measurement of an asset
retirement  obligation  and  its  associated  asset  retirement  cost.  It  also
provides  accounting  guidance  for  legal  obligations  associated  with  the
retirement  of  tangible long-lived assets.  SFAS No. 143 is effective in fiscal
years  beginning  after June 15, 2002, with early adoption permitted.  We expect
that  the  provisions  of  SFAS  No.  143 will not have a material impact on our
consolidated  results  of  operations  and financial position upon adoption.  We
plan  to  adopt  SFAS  No.  143  effective  January  1,  2003.

     SFAS  No.  144  establishes a single accounting model for the impairment or
disposal  of long-lived assets, including discontinued operations.  SFAS No. 144
superseded  Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS  No.  121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual  and  Infrequently  Occurring Events and Transactions."  We adopted SFAS
No. 144 effective January 1, 2002.  The adoption of SFAS No. 144 had no material
impact  on  our  consolidated  financial  statements.

     In  April  2002,  the  FASB  issued  Statement No. 145, "Rescission of FASB
Statements  No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections."  This  Statement  rescinds  FASB Statement No. 4, "Reporting Gains
and  Losses  from  Extinguishment  of Debt," and an amendment of that Statement,
FASB  Statement  No.  64,  "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements"  and  FASB  Statement No. 44, "Accounting for Intangible Assets of
Motor  Carriers."  This  Statement amends FASB Statement No. 13, "Accounting for
Leases,"  to  eliminate  an  inconsistency  between  the required accounting for
sale-leaseback  transactions  and  the  required  accounting  for  certain lease
modifications  that  have  economic  effects  that are similar to sale-leaseback
transactions.  We  do  not  expect the adoption to have a material impact to our
financial  position  or  results  of  operations.

     In  June  2002,  the  FASB  issued Statement No. 146, "Accounting for Costs
Associated  with  Exit  or  Disposal  Activities."  This  Statement  addresses
financial  accounting  and  reporting for costs associated with exit or disposal
activities  and  nullifies  Emerging  Issues  Task  Force (EITF) Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)."  The
provisions  of this statement are effective for exit or disposal activities that
are initiated after December 31, 2002, with early application encouraged.  We do
not  expect  the adoption to have a material impact to our financial position or
results  of  operations.

     In  October  2002,  the  FASB  issued  Statement  No. 147, "Acquisitions of
Certain  Financial  Institutions-an  amendment of FASB Statements No. 72 and 144
and  FASB  Interpretation  No.  9,"  which  removes  acquisitions  of  financial
institutions  from  the  scope  of  both  Statement  72 and Interpretation 9 and
requires  that those transactions be accounted for in accordance with Statements
No.  141,  Business  Combinations,  and  No.  142, Goodwill and Other Intangible
Assets.  In  addition,  this  Statement  amends SFAS No. 144, Accounting for the
Impairment  or  Disposal of Long-Lived Assets, to include in its scope long-term
customer-relationship  intangible  assets  of  financial  institutions  such  as
depositor  and  borrower-relationship  intangible  assets  and credit cardholder
intangible  assets.  The  requirements  relating  to  acquisitions  of financial
institutions are effective for acquisitions for which the date of acquisition is
on  or  after  October  1,  2002.  The  provisions related to accounting for the
impairment  or  disposal  of  certain long-term customer-relationship intangible
assets are effective on October 1, 2002.  The adoption of this statement did not
have  a material impact to our financial position or results of operations as we
have  not  engaged  in  either  of  these  activities.

     In  December  2002,  the  FASB  issued  Statement  No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure," which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of  transition  for  a  voluntary  change  to  the  fair  value  based method of
accounting  for  stock-based employee compensation.  In addition, this statement
amends  the  disclosure  requirements  of  Statement  123  to  require prominent
disclosures  in both annual and interim financial statements about the method of
accounting  for  stock-based  employee compensation and the effect of the method
used  on  reported  results.  The  transition  guidance  and  annual  disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15,  2002,  with  earlier  application  permitted in certain circumstances.  The
interim  disclosure  provisions  are  effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002.  The


                                       17
<PAGE>
adoption  of  this  statement  did  not  have a material impact on our financial
position  or  results of operations as we have not elected to change to the fair
value  based  method  of  accounting  for  stock-based  employee  compensation.

     In  January  2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable  Interest  Entities."  Interpretation  46 changes the criteria by which
one  company  includes  another entity in its consolidated financial statements.
Previously,  the  criteria  were  based  on  control  through  voting  interest.
Interpretation  46  requires  a variable interest entity to be consolidated by a
company  if  that  company is subject to a majority of the risk of loss from the
variable  interest  entity's activities or entitled to receive a majority of the
entity's  residual  returns  or  both.  A  company  that consolidates a variable
interest  entity  is  called  the  primary  beneficiary  of  that  entity.  The
consolidation  requirements  of  Interpretation 46 apply immediately to variable
interest  entities  created  after  January  31,  2003.  The  consolidation
requirements  apply to older entities in the first fiscal year or interim period
beginning  after June 15, 2003.  Certain of the disclosure requirements apply in
all  financial  statements issued after January 31, 2003, regardless of when the
variable interest entity was established.  We do not expect the adoption to have
a  material  impact  to  our  financial  position  or  results  of  operations.

     In  April 2003, the FASB issued Statement of Financial Accounting Standards
(SFAS)  No.  149,  Amendment  of Statement No. 133 on Derivative Instruments and
Hedging  Activities.  SFAS  149  amends SFAS No. 133 to provide clarification on
the  financial  accounting  and  reporting of derivative instruments and hedging
activities and requires that contracts with similar characteristics be accounted
for  on  a  comparable  basis.  The  provisions  of  SFAS  149 are effective for
contracts  entered  into  or  modified  after  June  30,  2003,  and for hedging
relationships  designated after June 30, 2003.  The adoption of SFAS 149 did not
have  a  material  impact  on  our  results of operations or financial position.

     In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments  with  Characteristics  of  Both  Liabilities  and  Equity. SFAS 150
establishes standards on the classification and measurement of certain financial
instruments with characteristics of both liabilities and equity.  The provisions
of  SFAS  150  are  effective for financial instruments entered into or modified
after  May  31, 2003 and to all other instruments that exist as of the beginning
of  the  first interim financial reporting period beginning after June 15, 2003.
The  adoption  of  SFAS  150  did  not  have a material impact on our results of
operations  or  financial  position.

OFF-BALANCE  SHEET  ARRANGEMENTS

     We  do  not  have  any  off-balance  sheet  arrangements.

ITEM  7.     FINANCIAL  STATEMENTS.

     THE  FINANCIAL  STATEMENTS  AND  RELATED NOTES ARE INCLUDED AS PART OF THIS
REPORT  AS  INDEXED  IN  THE  APPENDIX  ON  PAGE  F-1  THROUGH  F-11.

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL  DISCLOSURE.

     On  June  22,  2004, we dismissed Beckstead & Watts, LLP as our independent
accountants,  and  we  have  engaged  Malone  &  Bailey,  PC  as our independent
accountants.

     The  reports  of Beckstead & Watts, LLP on our financial statements for the
fiscal years ended December 31, 2002 and 2003 did not contain an adverse opinion
or  a  disclaimer  of opinion, nor were such reports qualified or modified as to
uncertainty,  audit  scope  or  accounting  principles.

     The decision to dismiss Beckstead & Watts, LLP was approved by our board of
directors.

     During our fiscal years ended December 31, 2002 and 2003 and the subsequent
interim  period  through June 22, 2004, the date of the dismissal of Beckstead &
Watts,  LLP, we did not have any disagreement with Beckstead & Watts, LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure.


                                       18
<PAGE>
     During  that  time,  there were no "reportable events" as set forth in Item
304(a)(1)(i-v)  of  Regulation  S-B  adopted  by  the  Securities  and  Exchange
Commission.

     We  engaged  Malone & Bailey, PC ("Malone & Bailey") on June 22, 2004.  The
decision  to  engage  Malone & Bailey was recommended by our board of directors.
During  our two most recent fiscal years and any subsequent interim period prior
to  the  engagement  of  Malone  &  Bailey,  neither we nor anyone on our behalf
consulted  with  Malone  &  Bailey  regarding  either  (i)  the  application  of
accounting  principles  to  a  specified  transaction,  either  contemplated  or
proposed,  or  the type of audit opinion that might be rendered on our financial
statements or (ii) any matter that was either the subject of a "disagreement" or
a  "reportable  event."

     We  have  provided Beckstead & Watts, LLP with a copy of our current report
on  Form 8-K prior to its filing with the Commission, and we have requested that
Beckstead  &  Watts furnish a letter addressed to the Commission stating whether
it  agreed with the statements made by us in that report and if not, stating the
respects  in  which it did not agree.  Beckstead & Watts' letter was attached as
an  exhibit  to  our current report, filed with the Commission on July 14, 2004.

ITEM  8A.     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  Annual  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.

ITEM  8B.     OTHER  INFORMATION.

     None.

                                    PART III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
             COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT.

     Our  directors  and  executive  officers  are:

<TABLE>
<CAPTION>
      NAME         AGE                     POSITION                      POSITION HELD SINCE
      ----         ---                     --------                      -------------------
<S>                <C>  <C>                                              <C>

Steve Bonenberger   48  President, director and chief executive officer           2004

Brent Fouch         35  Secretary, director and chief financial officer           2004
</TABLE>

     Our  executive  officers  are  elected  annually by our board of directors.


                                       19
<PAGE>
     Steve  Bonenberger:  During  the  past  five years, Mr. Bonenberger was the
managing  director  of B.M.M., LLC, a corporate consulting firm.  Going forward,
he intends to devote a significant portion of his time to the furtherance of our
operations.

     Brent  Fouch:  Over  the  past  four  years, Mr. Fouch has been a corporate
consultant.  Mr. Fouch intends to serve as our chief financial officer, director
and  secretary.  In  the  period  encompassing  from  2003  to  present,  Mr.
Fouch has served as chief operating officer of Palomar Enterprises, Inc., as the
president  of  Action Stocks, Inc., a corporate media company, and was president
of  Micro  Capital Corporation, where he performed business consulting services.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

     Under  Section  16(a) of the Exchange Act, our directors and certain of our
officers,  and  persons  holding  more  than  10 percent of our common stock are
required  to file forms reporting their beneficial ownership of our common stock
and  subsequent  changes  in  that  ownership  with  the Securities and Exchange
Commission.  Such  persons  are  also  required to furnish us with copies of all
forms  so  filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, we are aware of one person who during the year ended December 31, 2004, was a
director,  officer,  or beneficial owners of more than ten percent of our common
stock,  and  who  failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act of 1934 during such fiscal year as follows:

-    Robert  C. Simpson. Dr. Simpson was an officer and director during the year
     2004.  Dr.  Simpson  failed  to  timely  file  a  Form 4 for the year ended
     December  31,  2004.

-    Steve  Bonenberger.  Mr. Bonenberger was an officer and director during the
     year  2004.  Mr.  Bonenberger  failed  to timely file a Form 4 for the year
     ended  December  31,  2004.

-    Brent  Fouch.  Mr.  Fouch was an officer and director during the year 2004.
     Mr.  Fouch  failed  to timely file a Form 4 for the year ended December 31,
     2004.

-    R.  Patrick  Liska.  Mr.  Liska was an officer and director during the year
     2004.  Mr. Liska failed to timely file a Form 3 for the year ended December
     31,  2004.

-    Palomar Enterprises, Inc. Palomar Enterprises, Inc. was a beneficial owners
     of  more than ten percent of our common stock during the year 2004. Palomar
     Enterprises,  Inc.  failed  to  timely  file  a  Form  4 for the year ended
     December  31,  2004.

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.


                                       20
<PAGE>
     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
this  Annual report. We have posted a copy of the code of ethics on our website.

     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.

ITEM  10.     EXECUTIVE  COMPENSATION.

SUMMARY  OF  CASH  AND  CERTAIN  OTHER  COMPENSATION

SUMMARY  COMPENSATION  TABLE

     The  following  table  provides  certain summary information concerning the
compensation earned by the named executive officers (determined as of the end of
the  last  fiscal year) for services rendered in all capacities to The Blackhawk
Fund  and  our  subsidiaries:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
                                            ANNUAL COMPENSATION                     LONG TERM COMPENSATION
                                  ---------------------------------------  --------------------------------------
                                                                                     AWARDS              PAYOUTS
                                                                           --------------------------------------
                                                                            RESTRICTED     SECURITIES
                                                             OTHER ANNUAL     STOCK        UNDERLYING      LTIP      ALL OTHER
NAME AND PRINCIPAL                   SALARY        BONUS     COMPENSATION    AWARD(S)     OPTIONS/SARS   PAYOUTS   COMPENSATION
     POSITION           YEAR          ($)           ($)         ($)             ($)         (#)          ($)       ($)
------------------  ------------  -----------  -------------  -----------  -------------  ------------  ---------  ------------
<S>                 <C>           <C>          <C>            <C>          <C>            <C>           <C>        <C>

Robert C. Simpson
                            2004                      0        0            0               0              0            0

Steve Bonenberger *
                            2004            0         0        0            0               0              0            0

Brent Fouch *               2004            0         0        0            0               0              0            0
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     During  the  first  quarter  of  2005,  we  paid  the  following salaries:

Steve  Bonenberger                          $  5,000.00
Brent  Fouch                               $  10,000.00.


EMPLOYMENT  AGREEMENTS

We do not have employment agreements with either of our officers or directors at
this  time.  However, we do intend to enter into employment agreements with each
of  Mr.  Steve  Bonenberger  and  Mr.  Brent  Fouch  in the near future. We will
promptly  report  our  entry  into  such  employment  agreements  with  Messrs.
Bonenberger  and  Fouch  by making appropriate filing(s) with the Commission. We
also  plan  to enter into consulting agreements with various consulting entities
owned by our officers and directors. We will promptly report our entry into such
consulting  agreements  by  making  appropriate  filing(s)  with the Commission.

CONFIDENTIALITY  AGREEMENTS

     None.


                                       21
<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)       95 (3)
                                                                                 10,000,000 (4)      100 (4)
                                                                                 10,000,000 (5)      100 (4)
R. Patrick Liska. . . . . . . . . . . . . . . . . .            -0-       -0-      1,000,000 (3)        5 (3)
</TABLE>

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


                                       22
<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 20,000,000, 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  10,00,000.
(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.

     There  are  no  arrangements  or  understandings  among members of both the
former  and the new control groups and their associates with respect to election
of  directors  or  other  matters.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

During  the first quarter of 2005, we paid $50,000.00 in consulting fees to BMM,
LLC,  a Limited liability company owned and controlled by Steve Bonenberger, our
officer  and  director.  We  also  paid  $45,000.00  in consulting fees to Prize
Entertainment,  Inc.,  a  corporation  owned  and controlled by Brent Fouch, our
officer  and  director.


ITEM  13.     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, 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, 2005
3.7*     Amended Bylaws of Zannwell, Inc.
10.1**   Zannwell Inc. Capital Stock Purchase Agreement, dated November 29, 2004.
14*      Code of Ethics
21*      Subsidiaries.
31.1*    Certification of Steve Bonenberger, 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.
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 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.
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>

__________
** Previously  Filed
*  Filed  Herewith


                                       23
<PAGE>
Item  14.     Principal  Accountant  Fees  and  Services.

AUDIT  FEES

     The  aggregate  fees  billed  by  Malone & Bailey for professional services
rendered  for  the audit of our annual financial statements for fiscal year 2004
were  $19,515.

AUDIT-RELATED  FEES

     The  aggregate  fees  billed by Beckstead & Watts for assurance and related
services  that  are reasonably related to the performance of the audit or review
of  our  financial  statements  for  fiscal  year  2003  were  $0.

     The  aggregate  fees  billed  by  Malone & Bailey for assurance and related
services  that  are reasonably related to the performance of the audit or review
of  our  financial  statements  for  fiscal  year  2004  were  $0.

ALL  OTHER  FEES

     There were no other fees billed by Beckstead & Watts or Malone & Bailey for
professional  services  rendered,  other than as stated under the captions Audit
Fees,  Audit-Related  Fees,  and  Tax  Fees.

                                   SIGNATURES

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

                                        The  Blackhawk  Fund

Date: April 15, 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  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           April 15, 2005
---------------------      and Chief Executive Officer
  Steve Bonenberger

   /s/ Brent Fouch             Secretary, Director           April 15, 2005
---------------------      and Chief Financial Officer
    Brent Fouch


                                       24
<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors
     The Blackhawk Fund
     (Formerly ZannWell,Inc.
     And USA Telcom Internationale)
     Cardiff, California

We  have  audited  the  accompanying  balance  sheet of The Blackhawk Fund as of
December  31,  2004  and  the  related  statements  of operations, stockholders'
deficit,  and  cash flows for the year ended December 31, 2004.  These financial
statements are the responsibility of Blackhawk's management.  Our responsibility
is  to  express  an  opinion  on  these financial statements based on our audit.

We  conducted  our  audit  in  accordance  with  standards of the Public Company
Accounting  Oversight  Board  (United  States).  Those standards require that we
plan  and  perform  the  audit  to obtain reasonable assurance about whether the
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  financial  statements.  An  audit  also  includes  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial statement presentation.  We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of Blackhawk Fund as of December
31,  2004  and  the results of its operations and its cash flows for the periods
described  in  conformity  with  accounting principles generally accepted in the
United  States  of  America.

As  discussed  in  Note  12  to the financial statements, errors resulting in an
overstatement  of  assets  and  liabilities  and  an  understatement of expenses
were  discovered by management in 2004.  Accordingly, adjustments have been made
as  of  December  31,  2003  to  correct  the  errors.


Malone & Bailey, PC
www.malone-bailey.com
Houston, Texas

February 8, 2005


<PAGE>
            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board  of  Directors
USA  TELCOM  INTERNATIONALE
Las  Vegas,  Nevada

We  have  audited  the  Statements of Operations, Stockholders' Equity, and Cash
Flows  for  the  year  ended  December  31, 2003 of USA Telcom Internationale (A
Nevada  Corporation).  These  financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audit.

We  conducted  our  audit  in  accordance  with  standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statement  presentation.  An  audit  also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating  the  overall  financial  statement presentation. We believe that our
audit  provides  a  reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the results of USA Telcom Internationale's operations and
cash  flows  for  the year ended December 31, 2003, in conformity with generally
accepted  accounting  principles  in  the  United  States  of  America.

As  discussed  in  Note  12  to the financial statements, errors resulting in an
overstatement  of  assets  and  liabilities  and  an  understatement of expenses
were  discovered by management in 2004.  Accordingly, adjustments have been made
as  of  December  31,  2003  to  correct  the  errors.


Beckstead  and  Watts,  LLP

March  16,  2004


<PAGE>
<TABLE>
<CAPTION>
                               THE BLACKHAWK FUND
             (FORMERLY ZANNWELL, INC. AND USA TELCOM INTERNATIONALE
                                  BALANCE SHEET
                                DECEMBER 31, 2004


<S>                                                                     <C>
Total Assets                                                            $          -
                                                                        =============

LIABILITIES AND STOCKHOLDERS' DEFICIT


  Total Liabilities                                                     $          -
                                                                        -------------

Commitments                                                                        -

Stockholders' Deficit
  Preferred Stock, $.001 par value:
    Series A: Authorized 20,000,000, 19,000,000 issued and outstanding        19,000
    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:
    1,125,000 shares authorized, 209,695 shares
      issued and outstanding                                                     210
  Additional Paid-In Capital                                              29,700,516
  Retained Deficit                                                       (29,739,726)
                                                                        -------------

  Total Stockholders' Deficit                                                      -
                                                                        -------------

Total Liabilities and Stockholders' Deficit                             $          -
                                                                        =============
<FN>
          See accompanying summary of significant accounting policies
                       and notes to financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                           THE BLACKHAWK FUND
         (FORMERLY ZANNWELL, INC. AND USA TELCOM INTERNATIONALE
                         STATEMENTS OF EXPENSES
                 Years Ended December 31, 2004 and 2003


                                                          (Restated)
                                               2004          2003
                                           -------------  -----------
<S>                                        <C>            <C>
OPERATING EXPENSES
  General & Administrative                 $ 29,470,043   $  104,287
  Impairment of loan                                  -      161,850
  Depreciation                                        -          172
  Interest Income                                    (2)           -
  Interest Expense                                6,209            -
  Loss on Sale of Assets - Related Party            769            -
                                           -------------  -----------

NET LOSS                                   $(29,477,019)  $ (266,309)
                                           =============  ===========

  Basic and Diluted Net Income (Loss)
    Per Common Share                       $    (359.16)  $   (50.12)
                                           =============  ===========

Weighted Average Number of Shares
  Outstanding                                    82,071        5,313
                                           =============  ===========
<FN>
      See accompanying summary of significant accounting policies
                   and notes to financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                                     THE BLACKHAWK FUND
                                   (FORMERLY ZANNWELL, INC. AND USA TELCOM INTERNATIONALE
                                               Statement of Stockholders' Deficit
                                             Years Ended December 31, 2003 and 2004
                                                            (Restated)


                                     Preferred Stock     Preferred Stock     Preferred Stock
                                  ------------------------------------------------------------    Common Stock     Additional
                                       Series A             Series B             Series C        ----------------    Paid-In
                                    Shares    Amount     Shares    Amount     Shares    Amount   Shares   Amount     Capital
                                  --------------------------------------------------------------------------------------------
<S>                               <C>         <C>      <C>         <C>      <C>         <C>      <C>      <C>      <C>

Balances, December 31, 2003                -        -           -        -           -        -    5,313        5      178,988

Net Income
                                           -        -           -        -           -        -        -        -            -
                                  --------------------------------------------------------------------------------------------

Balances, December 31, 2003 (Restated)     -        -           -        -           -        -    5,313        5      178,988

Common Stock Issued for Cash               -        -           -        -           -        -  111,250      111      392,823
Common Stock Issued for Services           -        -           -        -           -        -   93,125       93      268,437
Preferred Series A Issued for
Services                          19,000,000   19,000           -        -           -        -        -        -      477,000
Preferred Series B Issued for
Services                                   -        -  10,000,000   10,000           -        -        -        -      100,000
Preferred Series C Issued for
Services                                   -        -           -        -  10,000,000   10,000        -        -   27,990,000
Stock Option Expense                       -        -           -        -           -        -        -        -       54,346
Imputed Interest                           -        -           -        -           -        -        -        -        4,815
Debt forgiveness-Related Party             -        -           -        -           -        -        -        -      234,108
Net Loss
                                           -        -           -        -           -        -        -        -            -
                                  --------------------------------------------------------------------------------------------

Balances, December 31, 2004       19,000,000  $19,000  10,000,000  $10,000  10,000,000  $10,000  209,688  $   210  $29,700,517
                                  ============================================================================================


                                               Retained          Total
                                               Earnings      Stockholders'
                                               (Deficit)        Equity
                                             ------------------------------
<S>                                          <C>            <C>

Balances, December 31, 2002                  $      3,602   $      182,595

Net Income                                      (266,309)        (266,309)
                                             ------------------------------

Balances, December 31, 2003 (Restated)          (262,707)         (83,714)

Common Stock Issued for Cash                            -          392,934
Common Stock Issued for Services                        -          268,530
Preferred Series A Issued for
Services                                                -          496,000
Preferred Series B Issued for
Services                                                -          110,000
Preferred Series C Issued for
Services                                                -       28,000,000
Stock Option Expense                                    -           54,346
Imputed Interest                                        -            4,815
Debt forgiveness-Related Party                          -          234,108
Net Loss
                                              (29,477,019)     (29,477,019)
                                             ------------------------------

Balances, December 31, 2004                  $(29,739,726)  $            -
                                             ==============================
<FN>
    See accompanying summary of significant accounting policies
                 and notes to financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                               THE BLACKHAWK FUND
             (FORMERLY ZANNWELL, INC. AND USA TELCOM INTERNATIONALE
                            STATEMENTS OF CASH FLOWS
                     Years Ended December 31, 2004 and 2003

                                                                        (Restated)
                                                             2004          2003
                                                         -------------  ----------
<S>                                                      <C>            <C>
Cash Flows From Operating Activities
  Net Income (Loss)                                      $(29,477,019)  $(266,309)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
  Depreciation                                                      -         172
  Impairment of loan                                                -     161,850
  Loss on Sale of Assets-Related Party                            769           -
  Stock Option Expense                                         54,346           -
  Stock Issued for Services                                28,874,530           -
  Imputed Interest                                              4,815           -
Changes in Operating Assets and Liabilities:
  Decrease in other assets                                          -       5,000
  Increase in Accounts Payable and Other Liabilities          139,154      10,846
                                                         -------------  ----------

Net cash used in operating activities                        (403,405)    (88,441)
                                                         -------------  ----------

Cash Flows From Investing Activities:
  Proceeds from the Sale of Assets                             10,300           -
  Cash given for loan                                               -    (171,850)
                                                         -------------  ----------

Net cash provided by (used in) investing activities            10,300    (171,850)
                                                         -------------  ----------

Cash Flows From Financing Activities:
  Proceeds from the sale of common stock                      392,934           -
  Proceeds from related party loan                             84,209      84,052
  Payments on loan payable-Shareholder                        (84,153)          -
                                                         -------------  ----------

Net cash provided by financing activities                     392,990      84,052
                                                         -------------  ----------

Net Change in Cash                                               (115)   (176,239)

Cash Beginning of Period                                          115     176,354
                                                         -------------  ----------

Cash End of Period                                       $          -   $     115
                                                         =============  ==========

Supplemental information:
  Interest Paid                                          $      1,445   $       -
                                                         =============  ==========

  Income Taxes Paid                                      $          -   $       -
                                                         =============  ==========

Non-Cash Disclosures:
  Debt forgiveness-related party                         $    234,108   $       -
                                                         =============  ==========
<FN>
    See accompanying summary of significant accounting policies
                 and notes to financial statements.
</TABLE>


<PAGE>
                               THE BLACKHAWK FUND
             (Formerly Zannwell, Inc. and USA Telcom Internationale)
                          NOTES TO FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Nature  of business.  The Blackhawk Fund ("Blackhawk") was organized November 5,
1998  in  Nevada  as  USA  Telecom.  In 1998, the entity amended its articles of
incorporation  to change its name to USA Telcom, in 2000 it amended its articles
of  incorporation  to  change  its name to USA Telcom Internationale, in 2004 it
amended  its  articles of incorporation to change its name to ZannWell Inc., and
on  January 2005, it amended its articles of incorporation to change its name to
Blackhawk  Fund.  Blackhawk did not have any operating activities as of December
31,  2004.

Restatements of 2003 were made. See note 12 for details.

Reclassifications.  Certain prior year amounts have been reclassified to conform
with  the  current  year  presentation.

Use of Estimates.  In preparing financial statements, management makes estimates
and  assumptions  that  affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statement of expenses.  Actual
results  could  differ  from  those  estimates.

Cash  and  Cash  Equivalents.  For  purposes  of  the  statement  of cash flows,
Blackhawk  considers  all  highly  liquid investments purchased with an original
maturity  of  three  months  or  less  to  be  cash  equivalents.

Revenue  Recognition.  Blackhawk  recognizes revenue when persuasive evidence of
an  arrangement exists, services have been rendered, the sales price is fixed or
determinable,  and  collectibility  is  reasonably  assured.  Blackhawk  had  no
revenues  for  years  ended  December  31,  2004  or  2003.

Property  and  equipment  is  valued  at  cost.  Additions  are  capitalized and
maintenance and repairs are charged to expense as incurred.  Gains and losses on
dispositions of equipment are reflected in operations.  Depreciation is provided
using  the  straight-line  method over the estimated useful lives of the assets.

Impairment  of  Long-Lived  Assets.  Blackhawk reviews the carrying value of its
long-lived  assets  annually  or  whenever  events  or  changes in circumstances
indicate  that  the  historical cost-carrying value of an asset may no longer be
appropriate. Blackhawkassesses recoverability of the carrying value of the asset
by  estimating  the  future  net  cash  flows expected to result from the asset,
including  eventual disposition.  If the future net cash flows are less than the
carrying  value  of  the  asset,  an  impairment  loss  is recorded equal to the
difference  between  the  asset's  carrying  value  and  fair  value.

Income taxes.  Blackhawk recognizes deferred tax assets and liabilities based on
differences  between  the  financial  reporting  and  tax  bases  of  assets and
liabilities  using  the  enacted  tax  rates and laws that are expected to be in
effect  when the differences are expected to be recovered.  Blackhawk provides a
valuation  allowance  for  deferred  tax  assets  for which it does not consider
realization  of  such  assets  to  be  more  likely  than  not.

Basic  and  diluted  net income (loss) per share.  The basic net loss per common
share  is  computed  by  dividing  the net income (loss) by the weighted average
number of common shares outstanding.  Diluted net income (loss) per common share
is  computed  by dividing the net income (loss) adjusted on an "as if converted"
basis,  by  the  weighted  average  number  of  common  shares  outstanding plus
potential  dilutive securities.  For the year ended December 31, 2004, potential
dilutive  securities  had  an  anti-dilutive effect and were not included in the
calculation  of  diluted  net


<PAGE>
loss  per  common  share.

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  95,000  options  to purchase common stock to
employees during the year ended December 31, 2004. 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  $54,346  under the intrinsic value method during the year ended December 31,
2004.

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>
                                                         (Restated)
                                          2004              2003
                                   -----------------  ---------------
<S>                                <C>                <C>
Net income (loss) as reported      $    (29,477,019)  $     (266,309)
Add:  stock based compensation
      determined under intrinsic
      value-based method                     54,346                -

Less: stock based compensation
      determined under fair value-
      based method                         (362,306)               -
                                   -----------------  ---------------

  Pro forma net income (loss)      $    (29,784,979)  $     (266,309)
                                   =================  ===============

Basic and diluted net loss
  per common share:
  As reported                      $        (359.16)  $       (50.12)
  Pro forma                                 (362.92)          (50.12)
</TABLE>

The  weighted  average  fair  value of the stock options granted during 2004 and
2003  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  year  end,  (3)  expected  volatility  was  462%  and n/a
respectively,  and  (4)  zero  expected  dividends.

Recently  issued  accounting  pronouncements.  Blackhawk  does  not  expect  the
adoption  of  recently  issued  accounting  pronouncements to have a significant
impact  on  Blackhawk  results  of  operations, financial position or cash flow.

Stock split.  On January 3, 2005, Blackhawk effected a 1:800 reverse split.  All
share and per share amounts presented have been restated to reflect the split as
if  it  had  occurred  on  the  first  day  of  the  first  period  presented.

NOTE  2  -  ASSETS

On  March  3,  2004  Blackhawk agreed to sell to AMVI 1st Corporation, a related
company,  $500  of  marketable  securities,  $300,000 note receivable, and fixed
assets,


<PAGE>
net of depreciation worth $569 in exchange for $10,300 cash. The note receivable
was  written  down  to  $10,000  as of December 31, 2003, resulting in a loss of
$769. See note 12 for further details.

NOTE  3  -  RELATED  PARTY  DEBT  FORGIVENESS

During  the year ended December 31, 2004, three related parties forgave $150,000
of accounts payable and $84,108 of notes payable owed to them.  This resulted in
a  charge  of  $234,108  to  additional  paid  in  capital.

NOTE  4  -  LOAN  PAYABLE  -  SHAREHOLDER

During  the  year  ended  December  31,  2004, Blackhawk paid back a shareholder
$85,447  loaned  to  Blackhawk  in  2003.  $84,052  was principle and $1,395 was
interest.

NOTE  5  -  COMMITMENTS

Blackhawk's  principal  office  is  in  the office of a director and shareholder
pursuant  to  a  verbal  agreement  on  a  rent-free  month-to-month  basis.

NOTE  6  -  STOCK  OPTION  PLAN

In 2004 Blackhawk adopted the 2004 Employee Stock Option Plan ("the Plan").  The
Plan  provides  for  the  granting of stock options to employees and consultants
of Blackhawk.  Options  granted  under the  Plan  may  be either incentive stock
options  or  nonqualified stock options.  Incentive stock options ("ISO") may be
granted only to Company employees (including officers and directors who are also
employees).  Nonqualified  stock  options  ("NSO")  may  be granted to Blackhawk
employees and consultants. Blackhawk has reserved 232,500 shares of common stock
for  issuance  under  the  Plan.

Options  under  the Plan may be granted for periods of up to ten years and at an
exercise  price  of  85  percent of market value on the date of grant, provided,
however,  that the exercise price of an ISO and NSO granted to a 10% shareholder
shall  not  be  less  than 110% of the estimated fair value of the shares on the
date  of  grant.  To date, options granted generally are exercisable immediately
as  of  the  effective  date  of  the  option  agreement.

Summary  information  regarding  options  is  as  follows:

<TABLE>
<CAPTION>
                                         Exercise
                               Options     Price
                               --------  ---------
<S>                            <C>       <C>
Outstanding at
  December 31, 2003                  -         n/a

Year ended December 31, 2004:
  Granted                       95,000   $     3.2
  Exercised                    (95,000)  $     3.2
                               --------  ---------

Outstanding at
  December 31, 2004                  -         n/a
                               ========  =========
</TABLE>

There  were  no  options  outstanding  and  exercisable as of December 31, 2004.


<PAGE>
NOTE  7  -  INCOME  TAXES

Blackhawk  uses  the liability method, where deferred tax assets and liabilities
are  determined  based  on  the  expected  future  tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and  income  tax  reporting  purposes.

Internal  Revenue  Section 382 restricts the ability to use these carry-forwards
whenever  an  ownership  change  as  defined occurs.  Blackhawk incurred such an
ownership  change  on  March  19,  2004  and  again  on  November  29,  2004.

NOTE  8  -  COMMON  STOCK

During  the year ended December 31, 2004, employees exercised options to acquire
95,000 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  $132,934.

During  the year ended December 31, 2004, Blackhawk sold 16,250 shares of common
stock  in  a  private  placement  for  proceeds  of  $260,000.

During  the  year  ended  December  31,  2004, Blackhawk issued 93,125 shares of
common  stock  for  services.  The  shares  were  valued  at  $268,530.

NOTE  9  -  PREFERRED  STOCK

There  are  three  classes  of  preferred  stock,  A,  B  &  C.

Each  Series  A holder is entitled to receive cash, stock, or other property, as
dividends,  and at any time, may redeem the whole or any part of the outstanding
Series  A  Preferred Stock.  Each share of Series A is convertible at the option
of  the  holder into .0125 shares of common stock.  The Series A Preferred Stock
will  have  no  voting  rights, prior to conversion into shares of common stock.

Each  Series  B  holder is entitled to receive cash, stock or other property, as
dividends,  and  at any time may redeem the whole or any part of the outstanding
Series  B  Preferred Stock.  Each share of Series B is convertible at the option
of the holder into .25 shares of common stock.  Series B holders are entitled to
..00125  votes  per  share.

Each  Series  C  holder is entitled to receive cash, stock or other property, as
dividends,  and  at any time may redeem the whole or any part of the outstanding
Series  C Preferred Stock.  Series C is not convertible, but each share has .125
votes  per  share.

During  the  year ended December 31, 2004, Blackhawk issued 19,000,000 shares of
Series  A  preferred  stock  for  services.  The shares were valued at $496,000.

During  the  year ended December 31, 2004, Blackhawk issued 10,000,000 shares of
Series  B  preferred  stock  for  services.  The shares were valued at $110,000.

During  the  year ended December 31, 2004, Blackhawk issued 10,000,000 shares of
Series  C  preferred stock for services.  The shares were valued at $28,000,000.


<PAGE>
NOTE  10  -  CHANGE  OF  CONTROL

On  March 19, 2004, USA Telcom Internationale sold 16,250 shares of common stock
to Robert C. Simpson for $260,000.  Dr Simpson paid the purchase price for these
shares  from  personal  funds.  The  16,250  shares  constituted  approximately
seventy-five  percent (75%) of the issued and outstanding shares of common stock
of  USA  Telcom  Internationale.  Before  this issuance, Mr. Allen Jones was the
controlling  stockholder  of  USA  Telcom  Internationale.

On  November  29,  2004,  Robert  C.  Simpson, then-sole director and officer of
Blackhawk,  sold  his  19,000,000 shares of series A Preferred stock, 10,000,000
shares  of series B Preferred stock, and 10,000,000 shares of series C Preferred
stock  of  Blackhawk  to  Palomar  Enterprises,  Inc.  ("Palomar") for $380,000.


NOTE  11  -  SUBSEQUENT  EVENTS

Effective  on  January  3, 2005, Blackhawk effected a 1:800 reverse split of its
issued  and  outstanding  common  stock  and  increased its authorized number of
shares  of  common  stock  from  1,125,000  to  5,000,000  shares.

In  January  and February 2005, Blackhawk employees exercised options to acquire
62,000,000 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  $117,583.

In January 2005, Palomar exchanged 10 million shares of Series B preferred stock
for  100  million  shares of Blackhawk's common stock.  The 10 million shares of
Series  B  preferred  were  convertible under their terms into 125,000 shares of
post-split  common  stock.  The additional 99,875,000 had a fair market value of
$.04  per  share  resulting  in  additional  compensation  of  $3,995,000.

NOTE  12  -  RESTATEMENT

During 2004, management discovered errors in 2003 whereby assets and liabilities
were  overstated  and  expenses were understated. A note receivable for $300,000
originally on the books as of December 31, 2003 was settled in 2004 for $10,000.
$128,150  of  interest  income associated with this note was recognized in 2003.
The  interest  income  created  net  income  in  2003 which created income taxes
payable  and income tax expense as of December 31, 2003. The restatement reduces
the  $300,000  note  receivable  to  $10,000,  eliminates the interest income of
$128,150,  creates  an  impairment expense of $161,850 and eliminated the income
taxes  payable  and  income  tax  expense  of  $4,662.


<PAGE>