UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2005
THE BLACKHAWK FUND
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
0-32829 88-0470235
(Commission File Number) (IRS Employer Identification No.)
1802 N. CARSON ST., NO. 212-3018,
CARSON CITY, NEVADA 89701
(principal executive offices) (Zip Code)
(760) 753-7163
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
Effective November 17, 2005, The Blackhawk Fund (the "Registrant") will
implement a one for 800 reverse split of its issued and outstanding shares of
common stock (the "Reverse Split"). Following the Reverse Split, the number of
issued and outstanding shares of the Registrant's common stock was reduced to
1,209,012 in accordance with the one for 800 Reverse Split ratio. The number of
the Registrant's authorized common shares remained at 4,000,000,000, and the par
value of the Registrant's common and preferred stock remained at $0.001 per
share following the Reverse Split. The Registrant's authorized, issued and
outstanding preferred shares were not affected by the Reverse Split.
In lieu of any fractional shares to which the Registrant's stockholders may
have been entitled as a result of the Reverse Split, the Registrant will pay
cash equal to such fraction multiplied by the average of the high and low
trading prices of the Registrant's common stock on the OTCBB during regular
trading hours for the five trading days immediately preceding the effectiveness
of the Reverse Split.
The Reverse Split reduced the number of holders of post-Reverse Split
shares as compared to the number of holders of pre-Reverse Split shares to the
extent that there were stockholders who held fewer than 800 shares prior to the
Reverse Split. However, the intention of the Reverse Split was not to reduce the
number of the Registrant's stockholders.
The Registrant currently has no intention of going private, and the Reverse
Split was not intended to be a first step in a going private transaction and
will not have the effect of a going private transaction covered by Rule 13e-3 of
the Exchange Act. Moreover, the Reverse Split does not increase the risk of the
Registrant becoming a private company in the future.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 7, 2005. THE BLACKHAWK FUND
By /s/ Steve Bonenberger
-----------------------------
Steve Bonenberger, President
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