Pennystock mit Reboundchance am ATL
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28-Sep-2006
Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement
On September 18, 2006, The Blackhawk Fund (the "Company") entered into an Investment Agreement with Dutchess Private Equities Fund, II, L.P. (the "Investor"). Pursuant to this Agreement, the Investor shall commit to purchase up to $10,000,000 of the Company's common stock over the course of thirty-six
(36) months. The amount that the Company shall be entitled to request from each purchase ("Puts") shall be equal to, at the Company's election, either (i) $250,000 or (ii) 200% of the average daily volume (U.S. market only) of the common stock for the ten (10) trading days prior to the applicable put notice date, multiplied by the average of the three (3) daily closing bid prices immediately preceding the put date. The put date shall be the date that the Investor receives a put notice of a draw down by the Company. The purchase price shall be set at ninety-three percent (93%) of the lowest closing Best Bid price of the common stock during the pricing period. The pricing period shall be the five (5) consecutive trading days immediately after the put notice date. There are put restrictions applied on days between the put date and the closing date with respect to that particular Put. During this time, the Company shall not be entitled to deliver another put notice. Further, the Company shall reserve the right to withdraw that portion of the Put that is below seventy-five percent (75%) of the lowest closing bid pirces for the 10-trading day period immediately preceding each put notice.
The Company is obligated to file a registration statement with the Securities and Exchange Commission ("SEC") covering the shares of common stock underlying the Investment Agreement within 21 days after the closing date. In addition, the Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within 90 days after the closing date.
Item 3.02 Unregistered Sales of Equity Securities
See Item 1.01 above.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an "accredited investor" and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.
Item 9.01 Financial Statements and Exhibits
Regulation
S-K Number Document
10.1 Investment Agreement, dated as of September 18, 2006,
by and between The Blackhawk Fund and Dutchess
Private Equities Fund, II, L.P.
10.2 Registration Rights Agreement, dated as of September
18, 2006, by and between The Blackhawk Fund and
Dutchess Private Equities Fund, II, L.P.
CARDIFF, Calif., Sept. 25 /PRNewswire-FirstCall/ -- The BlackHawk Fund (OTC Bulletin Board: BHWF), announced their America's Golf Show Online Video Magazine was viewed by over 1,800,000 internet visitors, making it one of the top online video shows worldwide.
The BlackHawk Fund's media partner, Maximum Impact Television Group, is the innovative media marketing production firm that created the popular Back In Time Sports Classics Online Video Magazine which is viewed by over 5 million sports fans weekly.
The creators believe the number of online viewers will double over the next 6 months. They went on to say, 'the revenue potential from the online airing of America's Golf Show is huge. Revenues are from sponsors having their company logo featured on our front page and it is a direct link to their website. This gives the viewers instant access to special promotions and offers to their fantastic products and services.
Golfers across the world are telling us that they love getting America's Golf Show via the internet because it's like getting a full television show emailed to them. But instead of having to catch our show when it is on television, they can watch it when they want to, some of it or all of it.
The BlackHawk Fund has signed a Business Development Agreement with Maximum Impact Television Group of Carlsbad, California. The Agreement provides for the development of several existing cable television programs, DVD magazines and online media distribution. The BlackHawk Fund will benefit from the increased revenue and profits earned, as well as from an anticipated $5 million capital investment being brought in to The Company.
From time to time, the Company may issue news releases that contain 'forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the safe harbor created by those sections. This material may contain statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. For those statements, the Company claims the protection of the safe harbor for forward-looking statement provisions contained in the Private Securities Litigation Reform Act of 1995 and any amendments thereto. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions, or future events or performance are not statements of historical fact and may be 'forward-looking statements.' 'Forward-looking statements' are based upon expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties that could cause actual results or events to differ materially from those anticipated.
www.blackhawkfund.com
SOURCE The BlackHawk Fund
Source: PR Newswire (September 25, 2006 - 8:30 AM EST)
News by QuoteMedia
Wenn Blackhawk 5 Mio. bekommt und erste Gewinne erzielt gehts wohl mal bisschen hoch oder was meinste?! Haste dir den Wert mal angesehen?
Assets liegen bei ca. 1,6 Mill. USD
long dept bei 1,5 Mill. USD
auch wenn das Fundamentale bei pink sheets nicht so aussagekräftig ist, lässt sich unter den Voraussetzungen was machen.;-))
Alternativ können wir auch Hydroflo wiederbeleben.*fg*
greetz joker
Die hätten die Empfehlung ihres Unternehmens durch zwei Börsenblättchen nicht mit Aktien bezahlen sollen,dann wäre der Kurs nicht so nach unten geknallt.;-)
Aber man soll ja immer nach vorne blicken,denn die Börse handelt die Zukunft.*g*
greetz joker
Interview mit CEO Bonenberger vom Anfang des Jahres :
Provide a brief overview of some of the key people associated with Blackhawk Fund (including yourself) that have contributed to the company's success.
What are the special qualifications, the stations of career ad the references?
Steve Bonenberger/ CEO - 50 years old with 15 years experience in Corporate Finance with public companies - Brent Fouch/ CFO - 37 years old with 12 years experience in investment banking.
Characterize the history of Blackhawk in a few words please.
The BlackHawk Fund was established in 1998. The Company provides Financial and Consulting Services to private and publicly traded companies. The Blackhawk Fund specializes in companies in the solar, wind and renewable energy fields. The Company provides investment capital as well as advisory services to these emerging companies.Please describe the opportunities of your business.
With energy prices at all-time highs, the timing is right for Companies involved in renewable energy sources. Being publicly traded allows investors to own a piece of an emerging company like The Blackhawk Fund at this opportune time.
Let us talk about your targets for 2006 . What are the latest news?
The BlackHawk Fund is in full operations and expects to invest 50% of The Company's investment capital in solar and wind energy companies, creating a portfolio of publicly traded, renewable energy companies. The Company plans to double their Financial and Consulting Services client base from last year to increase revenue and profits.
Please characterize us the relationship between your company and other financial firms.
The BlackHawk Fund has relationships with many private and publicly traded companies that have been established over the years, which will be utilized as The Company grows. The Blackhawk Fund has an excellent reputation among othe financial firms in our enviornment.
Can you give us an overview about your current competitors?
The competition for Financial Consulting Services is fairly tough. Most client companies are referred to us by former clients or they have a pre-existing relationship with us. This gives us a competitive edge over the competion for these services. The renewable energy market is very young and does not have as many established firms in this field. However, our competitive edge comes from providing needed capital to these companies in addition to the advisory services performed.
What are the next steps Blackhawk is planning to take near, mid and long-term?
The BlackHawk Fund is concentrating on growing The Company's earnings, which should help the price of our stock to bring long-term value to our shareholders.
Are there actual capital increase/private placement plans for 2006?
There are no capital increases planned for the near term. The Company plans to keep dilution to a minimum in order to bring value to its shareholders.
How much capital does Blackhawk have available at the moment?
The BlackHawk Fund has $500,000 available at this time.
How would you, from your perspective, justify / evaluate the current share price for Blackhawk?
The Company has only 3.2 million shares outstanding. Without future growth, The Company has close to .15 cents/ share book value at this moment. Most public companies trade at higher multiples than book value, and with the planned growth in BlackHawk, a much higher price per share is justified.
Please give us the number of employees at the moment.
The Company currently has 6 employees and 2 Officers and Directors.
Please give us some details about the share structure.
(Main shareholders) Authorized = 4,000,000,000 Outstanding= 3.2 million. The 2 Officers hold Preferred shares which provide controlling interest.Finally give us the most important arguments to invest in Blackhawk.
Why should a German private investor buy your shares?
The Company is in the right place at the right time! The solar and wind energy markets are growing at a rapid pace, while traditional energy prices are soaring higher. The stock price is below the value of The Company at a time where the most growth in The Company's history is in front of us.
Wenn also Anfang des Jahres der Share price deutlich höher lag und der CEO der Meinung war das die Aktie unterbewertet sei, dann sollte man meinen, das sie jetzt erst recht...;-)
greetz joker
0,016 0,011 320 +45,45% , ehr schon daß das Bid bei 0,011 und Ask bei 0,017 liegt,
Umrechnung USA liegt bei ca. 0,016, also nun auf Augenhöhe...