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Blackhawk Fund · PRE 14C · For 11/15/04

Filed On 11/5/04 5:28pm ET · SEC File 0-49672 · Accession Number 1015402-4-4645

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/05/04  Blackhawk Fund                    PRE 14C    11/15/04    1:15                                     Int'l Electronic..Inc/FA

Preliminary Proxy Information Statement · Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14C     Preliminary Proxy Information Statement               15     78K

Document Table of Contents

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			Alternative Formats (RTF, XML, et al.) Zannwell Inc
1	1st Page
"	Zannwell Inc

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C

 INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]                                                     

FILED BY PARTY OTHER THAN THE REGISTRANT [ ]                                    

CHECK THE APPROPRIATE BOX:                                                      

[X]  Preliminary Information Statement                                          
[ ]  Confidential, for Use of the Commission Only (as permitted by Rule         
14c-5(d)(2))                                                          
[ ]  Definitive  Information  Statement                                         

 ZANNWELL INC.
(Name of Registrant as specified in its charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):                              

[X]  No  fee  required.                                                         
(1)  Title  of  each  class  of  securities  to  which  transaction  applies:   
(2)  Aggregate  number  of  securities  to  which  transactions  applies:       
(3)  Per  unit  price or other underlying value of transaction computed pursuant
to  exchange  act  rule  0-11:                                        
(4)  Proposed  maximum  aggregate  value  of  transaction:                      
(5)  Total  fee  paid:                                                          

[ ]  Fee  paid  previously  with  preliminary  materials.                       

[ ]  Check  box  if any part of the fee is offset as provided by exchange act   
     rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
     paid  previously.  Identify  the  previous filing by registration statement
number,  or  the  form  or  schedule  and  the  date  of  its  filing.
(1)  Amount  previously  paid:                                                  
(2)  Form,  schedule  or  registration  statement  no.:                         
(3)  Filing  party:                                                             
(4)  Date  filed:                                                               

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 ZANNWELL INC.
 1549 NORTH LEROY STREET, SUITE D-1000
FENTON, MICHIGAN 48430
TELEPHONE (810) 714-2978

 November 15, 2004

To  Our  Stockholders:                                                          

     The  purpose  of  this  information  statement  is to inform the holders of
record  of  shares of our common stock as of the close of business on the record
date,  October  29, 2004 that our board of directors has recommended, and that a
majority  of  our  stockholders intend to vote on December 6, 2004 to effect the
following  corporate  actions:                                                  

   1.   Amend  our  articles  of  incorporation  to  change  our  name  from
"ZannWell  Inc."  to  "Danitom  Corp.";                                         

     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   
2,000,000,000  shares;                                                          

     3.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  preferred  stock  from  50,000,000  to 
235,000,000  shares;                                                            

     4.   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;  and         

     5.   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.  

     We  have  two  consenting  stockholders,  Robert  C.  Simpson,  Ph.D.,  our
director,  secretary  and  treasurer,  who holds 13,000,000 shares of our common
stock,  1,000,000  shares of our Series A preferred stock, and 10,000,000 shares
of  our  Series C preferred stock, and R. Patrick Liska, our president, chairman
of the board of directors and chief executive officer who holds 5,000,000 shares
of  our  common stock and 1,000,000 shares of our Series A preferred stock. Each
share  of our common stock is entitled to one vote on all matters brought before
the  stockholders,  each  share  of  our  Series  A  preferred stock outstanding
entitles  the  holder  to  one  vote  of the common stock on all matters brought
before  the  stockholders,  and  each  share  of  our  Series  C preferred stock
outstanding  entitles the holder to 250 votes of the common stock on all matters
brought  before  the stockholders. Therefore, Dr. Simpson will have the power to
vote 2,514,000,000 shares of the common stock and R. Patrick Liska will have the
power  to  vote  6,000,000 shares of the common stock. Together, Messrs. Simpson
and  Liska will have the power to vote 2,520,000,000 shares of the common stock,
which  number  exceeds  the  majority  of the 167,750,000 issued and outstanding
shares  of  our  common  stock  on  the  record  date.                          

     Messrs.  Simpson and Liska will vote in favor of the proposed amendments to
our  articles  of  incorporation and for the grant of discretionary authority to
the  board  with  respect  to  the  stock  split  and  conversion  to a Business
Development  Corporation.  Messrs. Simpson and Liska will have the power to pass
the  proposed  corporate  actions  without  the  concurrence of any of our other
stockholders.                                                                   

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     WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

We appreciate your continued interest in ZannWell Inc.                

                   Very truly yours,

                      /s/ R. Patrick Liska

                  R. Patrick Liska
                   President and CEO

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 ZANNWELL INC.
 1549 NORTH LEROY STREET, SUITE D-1000
FENTON, MICHIGAN 48430
TELEPHONE (810) 714-2978

 INFORMATION STATEMENT

     WE  ARE  NOT  ASKING  YOU  FOR  A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.                                                                          

     This  information  statement  is  furnished to the holders of record at the
close  of  business  on  October  29,  2004, the record date, of the outstanding
common  stock  of  ZannWell  Inc.,  pursuant to Rule 14c-2 promulgated under the
Securities Exchange Act of 1934, as amended, in connection with an action by the
holder(s)  of the majority of the votes of our stock intends to take on December
6,  2004  to  effect  the  following  corporate  actions:                       

   1.   Amend  our  articles  of  incorporation  to  change  our  name  from
"ZannWell  Inc."  to  "Danitom  Corp.";                                         

     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   
2,000,000,000  shares;                                                          

     3.   Approve  an amendment to our articles of incorporation to increase the
authorized  number  of  shares  of  our  preferred  stock  from  50,000,000  to 
235,000,000  shares;                                                            

     4.   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;  and         

     5.   Grant discretionary authority to the directors to implement a proposal
by  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.

     This  information  statement  will be sent on or about November 15, 2004 to
our  stockholders  of  record  who  do  not  sign  the  majority written consent
described  herein.                                                              

 VOTING SECURITIES

     In  accordance  with our bylaws, our board of directors has fixed the close
of  business  on  October  29,  2004  as  the  record  date  for determining the
stockholders  entitled  to notice of the above noted actions.  The amendments to
our  articles  of  incorporation and the approval of the discretionary authority
with  respect  to  the  reverse  stock  split  require the affirmative vote of a
majority  of  the  shares of our common stock issued and outstanding at the time
the  vote is taken.  The approval of the discretionary authority with respect to
becoming  a  Business  Development Corporation requires a simple majority of the
votes cast once a quorum is present and voting.  The quorum necessary to conduct
business  of  the stockholders consists of a majority of the common stock issued
and  outstanding  as  of  the  record  date.                                    

     As  of  the record date, 167,750,000 shares of our common stock were issued
and  outstanding,  12,714,286 shares of our Series A preferred stock were issued
and  outstanding,  and  10,000,000  shares  of our Series C preferred stock were
issued  and outstanding. We have two consenting stockholders, Robert C. Simpson,
Ph.D., our director, secretary and treasurer, who holds 13,000,000 shares of our
common  stock,  1,000,000 shares of our Series A preferred stock, and 10,000,000
shares  of  our  Series  C preferred stock, and R. Patrick Liska, our president,
chairman  of  the  board  of  directors  and  chief  executive officer who holds
5,000,000  shares  of  our  common  stock  and  1,000,000 shares of our Series A
preferred  stock.  Each share of our common stock is entitled to one vote on all
matters  brought  before  the stockholders, each share of our Series A preferred
stock  outstanding  entitles  the  holder to one vote of the common stock on all

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matters  brought  before  the  stockholders,  and  each  share  of  our Series C
preferred stock outstanding entitles the holder to 250 votes of the common stock
on all matters brought before the stockholders. Therefore, Dr. Simpson will have
the  power to vote 2,514,000,000 shares of the common stock and R. Patrick Liska
will  have  the  power  to  vote 6,000,000 shares of the common stock. Together,
Messrs.  Simpson  and  Liska will have the power to vote 2,520,000,000 shares of
the  common  stock,  which number exceeds the majority of the 167,750,000 issued
and  outstanding  shares  of  our  common  stock  on  the  record  date.        

     Messrs.  Simpson and Liska will vote in favor of the proposed amendments to
our  articles  of  incorporation and for the grant of discretionary authority to
the  board  with  respect  to  the  stock  split  and  conversion  to a Business
Development  Corporation.  Messrs. Simpson and Liska will have the power to pass
the  proposed  corporate  actions  without  the  concurrence of any of our other
stockholders.                                                                   

DISTRIBUTION AND COSTS                                                          

     We  will pay all costs associated with the distribution of this information
statement,  including  the  costs of printing and mailing.  In addition, we will
only  deliver  one information statement to multiple security holders sharing an
address,  unless  we have received contrary instructions from one or more of the
security  holders.  Also,  we  will  promptly  deliver  a  separate copy of this
information  statement  and  future  stockholder  communication documents to any
security  holder  at a shared address to which a single copy of this information
statement  was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing  an  address  to  which  multiple copies are now delivered, upon written
request  to  us  at  our  address  noted  above.                                

     Security  holders  may  also  address future requests regarding delivery of
information  statements  and/or  annual  reports by contacting us at the address
noted  above.                                                                   

DISSENTERS' RIGHT OF APPRAISAL                                                  

     No  action  will be taken in connection with the proposed corporate actions
by  our  board of directors or the voting stockholders for which Nevada law, our
articles  of incorporation or bylaws provide a right of a stockholder to dissent
and  obtain  appraisal  of  or  payment  for  such  stockholder's  shares.      

  GRANT OF DISCRETIONARY AUTHORITY TO THE DIRECTORS TO AMEND OUR ARTICLES OF
 INCORPORATION TO CHANGE OUR
 NAME TO "DANITOM CORP."

     Our  board  of  directors  has  unanimously  adopted  a  resolution seeking
stockholder  approval  to amend our articles of incorporation to change our name
to  "Danitom  Corp."  The  board  believes  that  this  amendment is in our best
interests  because it will more accurately reflect our planned business model as
a  business  development  company  with  diversified  interests.  The  proposed 
amendment  will  not  have  any  material  effect  on  our business, operations,
reporting  requirements  or  stock  price.  Stockholders  will  be  required  to
surrender their stock certificates and to have new stock certificates reflecting
the  name change.  New stock certificates will be issued as old certificates are
tendered  to our transfer agent.  A copy of the proposed resolution amending our
articles  of  incorporation  to  change  our  corporate  name  is  contained  in
Attachment A hereto.  If the amendment is adopted, it will become effective upon
------------                                                                    
filing  of a certificate of amendment of our articles of incorporation with the 
Secretary  of  State  of  Nevada.                                               

VOTE REQUIRED                                                                   

     The  affirmative  vote  of  a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment to our
articles of incorporation to change in our name from "ZannWell Inc." to "Danitom
Corp."                                                                          

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     Our  board of directors recommends that stockholders vote FOR the amendment
of  our  articles  of  incorporation  to  change  our  name  to  "Danitom Corp."

 AMENDMENT TO ARTICLES OF INCORPORATION TO
INCREASE THE NUMBER OF OUR AUTHORIZED COMMON STOCK

     The  board of directors has determined that it is advisable to increase our
authorized  common  stock  and  has adopted, subject to stockholder approval, an
amendment  to our articles of incorporation to increase our authorized number of
shares of common stock from 900,000,000 shares to 2,000,000,000 shares of common
stock,  par  value $0.001 per share.  A copy of the proposed resolution amending
our  articles  of  incorporation  is  attached  to this information statement as
Attachment A.                                                                   
------------                                                                    

     Authorizing  an  additional 1,100,000,000 shares of common stock would give
our  board  of  directors  the  express authority, without further action of the
stockholders,  to  issue  common  stock  from  time  to  time as the board deems
necessary.  The  board of directors believes it is necessary to have the ability
to  issue such additional shares of common stock for general corporate purposes.
Potential  uses  of  the  additional  authorized  shares  may  include  equity  
financings,  issuance  of  options, acquisition transactions, stock dividends or
distributions,  without  further  action by the stockholders, unless such action
were  specifically  required by applicable law or rules of any stock exchange or
similar  system  on  which  our  securities  may  then  be  listed.             

   The following is a summary of the material matters relating to our common
stock.                                                                          

     Presently,  the  holders  of  our common stock are entitled to one vote for
each  share  held  of  record  on  all  matters  submitted  to  a  vote  of  our
stockholders,  including  the  election of directors. Our common stockholders do
not have cumulative voting rights. Subject to preferences that may be applicable
to  any  then  outstanding  series of our preferred stock, holders of our common
stock are entitled to receive ratably such dividends, if any, as may be declared
by  our  board  of directors out of legally available funds. In the event of the
liquidation,  dissolution,  or  winding  up of ZannWell Inc., the holders of our
common  stock  will  be  entitled  to  share  ratably  in the net assets legally
available  for  distribution  to  our  stockholders after the payment of all our
debts  and  other  liabilities, subject to the prior rights of any series of our
preferred  stock  then  outstanding.                                            

     The  holders of our common stock have no preemptive or conversion rights or
other subscription rights and there are no redemption or sinking fund provisions
applicable  to  our  common  stock.  The amendment would not alter or modify any
preemptive  right of holders of our common stock to acquire our shares, which is
denied,  or  effect  any  change  in  our common stock, other than the number of
authorized  shares.                                                             

     The  issuance  of  additional  shares  to  certain  persons allied with our
management  could  have  the  effect  of  making it more difficult to remove our
current  management  by diluting the stock ownership or voting rights of persons
seeking  to cause such removal. In addition, an issuance of additional shares by
us  could  have  an  effect on the potential realizable value of a stockholder's
investment.                                                                     

     In  the absence of a proportionate increase in our earnings and book value,
an  increase  in  the  aggregate  number of our outstanding shares caused by the
issuance  of  the  additional shares will dilute the earnings per share and book
value  per  share of all outstanding shares of our common stock. If such factors
were  reflected in the price per share of common stock, the potential realizable
value  of  a  stockholder's  investment  could  be  adversely  affected.        

     The  additional  common stock to be authorized by adoption of the amendment
would  have rights identical to our currently outstanding common stock. Adoption
of  the proposed amendment and issuance of the common stock would not affect the
rights  of  the  holders  of  our currently outstanding common stock, except for
effects  incidental to increasing the number of outstanding shares of our common
stock,  such  as dilution of the earnings per share and voting rights of current
holders  of  common stock. If the amendment is adopted, it will become effective
upon  filing of a certificate of amendment of our articles of incorporation with
the  Secretary  of  State  of  Nevada.                                          

     Issuance  of  additional  shares.  As  of  the  date  of  this  information
statement,  our  board  has no plans to issue or use any of our newly authorized
shares  of  common  stock.  The  increase in the number of our authorized common

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shares  is  proposed by our management in order to ensure sufficient reserves of
our  common  stock  for  various  capital purposes and to eliminate the need for
similar amendments in the near future, which could be costly and time-consuming.
The  proposal  with  respect  to  our  common  stock  is not being made by us in
response  to  any  known  accumulation  of  shares  or  threatened  takeover.   

VOTE REQUIRED                                                                   

     The  affirmative  vote  of  a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment to our
articles  of  incorporation  increasing  the  number  of  our  common  shares.  
Our  board  of  directors recommends that stockholders vote FOR the amendment of
our  articles  of  incorporation  increasing the number of our authorized common
shares  as  described  in  Attachment A  hereto.                                
-------------             

AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE THE
NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK

     The  board of directors has determined that it is advisable to increase our
authorized  preferred stock and has adopted, subject to stockholder approval, an
amendment  to our articles of incorporation to increase our authorized number of
shares  of  preferred  stock  from  50,000,000  shares  to 235,000,000 shares of
preferred  stock, par value $0.001 per share.  A copy of the proposed resolution
amending  our  articles  of  incorporation is  contained in Attachment A to this
                                                    ------------
information  statement.                                                         

     Pursuant  to  our  Amended Certificate of Designation Establishing Series A
Preferred  Stock,  each  share  of our currently issued and outstanding Series A
preferred  stock  may be convertible into 10 fully paid and nonassessable shares
of our common stock. Moreover, on all matters submitted to a vote of the holders
of the common stock, including, without limitation, the election of directors, a
holder  of  shares of the Series A preferred stock shall be entitled to one vote
of  the  common  stock  on  all  matters brought before all of the stockholders.

     Pursuant  to  our  Amended Certificate of Designation Establishing Series C
Preferred  Stock,  there  are  no conversion rights with respect to our Series C
preferred  stock.  However, on all matters submitted to a vote of the holders of
the  common  stock,  including, without limitation, the election of directors, a
holder  of shares of the Series C preferred stock shall be entitled to 250 votes
of  the  common stock on all matters brought before all of the stockholders. The
following  is a summary of the material matters relating to our preferred stock.

     Authorizing  the  issuance  of  185,000,000  additional shares of preferred
stock  would  give our board of directors the express authority, without further
action  of  our  stockholders, to issue preferred stock from time to time as the
board  deems  necessary. The board of directors believes it is necessary to have
the  ability  to  issue  such  shares  of  preferred stock for general corporate
purposes. Potential uses of the authorized shares may include equity financings,
issuance of options, acquisition transactions, stock dividends or distributions,
without further action by the stockholders, unless such action were specifically
required  by  applicable law or rules of any stock exchange or similar system on
which  our  securities  may  then  be  listed.                                  

     The  issuance  of  the  shares  of  preferred  stock could have a number of
effects on our stockholders depending upon the exact nature and circumstances of
any  actual  issuance of authorized but unissued shares. The increase could have
an  anti-takeover  effect, in that the additional shares could be issued (within
the  limits  imposed  by  applicable law) in one or more transactions that could
make  a  change  in  control  or  takeover  of ZannWell Inc. more difficult. For
example,  additional  shares  could  be  issued  by us so as to dilute the stock
ownership or voting rights of persons seeking to obtain control of ZannWell Inc.
In  some  instances,  each  share of the preferred stock may be convertible into
multiple  shares  of  our  common stock. Likewise, shares of our preferred stock
could  have  voting rights equal to their converted status as common stock, with

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the  effect  being  that  the stockholders of the preferred stock would have the
ability  to  control the vote of our stockholders, even though they may own less
that  than  a  majority  of  our  issued  and  outstanding  common  stock.      

     The proposal with respect to our preferred stock is not being made by us in
response  to  any  known  accumulation  of  shares  or  threatened takeover. The
issuance  of  shares  of  preferred  stock  to  certain  persons allied with our
management  could  have  the  effect  of  making it more difficult to remove our
current  management  by diluting the stock ownership or voting rights of persons
seeking  to  cause such removal. In addition, an issuance of shares of preferred
stock  by  us  could  have  an  effect  on  the  potential realizable value of a
stockholder's  investment.                                                      

     In  the absence of a proportionate increase in our earnings and book value,
an  increase  in  the  aggregate  number of our outstanding shares caused by the
issuance,  upon  the conversion of our preferred stock into shares of our common
stock,  would  dilute  the  earnings  per  share and book value per share of all
outstanding  shares  of  our common stock. If such factors were reflected in the
price  per  share  of  common  stock,  the  potential  realizable  value  of the
stockholder's  investment  could  be  adversely  affected.                      

     The  proposed  preferred stock would not carry with it preemptive rights to
acquire  our  shares  of  preferred  stock.                                     

     Issuance  of  additional  shares.  As  of  the  date  of  this  information
statement,  our  board  has no plans to issue or use any of our newly authorized
shares  of  preferred  stock.  The  increase  in  the  number  of our authorized
preferred  shares  is  proposed  by our management in order to ensure sufficient
reserves  of  our  preferred stock for various capital purposes and to eliminate
the  need  for  similar amendments in the near future, which could be costly and
time-consuming.                                                                 

VOTE REQUIRED                                                                   

     The  affirmative  vote  of  a majority of the total number of shares of our
issued and outstanding capital stock is required to approve the amendment of our
articles  of  incorporation  authorizing  additional  preferred  shares.        
Our  board  of  directors recommends that stockholders vote FOR the amendment of
our  articles  of incorporation authorizing additional shares of preferred stock
as  described  in  Attachment  A  hereto.                                       
-------------                             

GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
TO IMPLEMENT A ONE FOR UP TO 800 REVERSE STOCK SPLIT

     Our  board  of  directors  has  adopted  a  resolution  to seek stockholder
approval  for  discretionary  authority to our board of directors to implement a
reverse  split  for  the  purpose  of  increasing the market price of our common
stock.  The  reverse  split  exchange ratio that the board of directors approved
and  deemed  advisable and for which it is seeking stockholder approval is up to
800  pre-consolidation  shares  for  each one post-consolidation share, with the
reverse  split  to  occur  within  12  months  of  the  date of this information
statement, the exact time of the reverse split to be determined by the directors
in  their  discretion.  Approval of this proposal would give the board authority
to  implement  the  reverse  split  on  the basis of up to 800 pre-consolidation
shares for each one post-consolidation share at any time it determined within 12
months of the date of this information statement.  In addition, approval of this
proposal  would  also give the board authority to decline to implement a reverse
split.                                                                          

     Our  board  of  directors believes that stockholder approval of a range for
the  exchange  ratio  of  the  reverse  split  (as contrasted with approval of a
specified  ratio  of  the  split)  provides  the board of directors with maximum
flexibility  to achieve the purposes of a stock split, and, therefore, is in the
best  interests  of our stockholders. The actual ratio for implementation of the
reverse  split  would  be  determined  by  our board of directors based upon its
evaluation  as  to  what ratio of pre-consolidation shares to post-consolidation
shares  would  be  most  advantageous  to  us  and  our  stockholders.          

     Our  board  of  directors  also  believes  that  stockholder  approval of a
twelve-months  range  for  the  effectuation of the reverse split (as contrasted
with  approval of a specified time of the split) provides the board of directors
with  maximum  flexibility  to  achieve  the  purposes  of  a  stock split, and,

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therefore,  is  in the best interests of our stockholders. The actual timing for
implementation  of  the  reverse  split  would  be  determined  by  our board of
directors  based upon its evaluation as to when and whether such action would be
most  advantageous  to  us  and  our  stockholders.                             

     If  you  approve  the  grant  of  discretionary  authority  to our board of
directors  to  implement  a  reverse split and the board of directors decides to
implement  the  reverse split, we will effect a reverse split of our then issued
and  outstanding common stock on the basis of up to 800 pre-consolidation shares
for  each  one  post-consolidation  share.                                      

     The  board  of  directors  believes  that the higher share price that might
initially  result  from  the reverse stock split could help generate interest in
ZannWell Inc. among investors and thereby assist us in raising future capital to
fund  our  operations  or  make  acquisitions.                                  

     Stockholders  should  note  that  the  effect of the reverse split upon the
market price for our common stock cannot be accurately predicted. In particular,
if  we  elect  to  implement  a  reverse stock split, there is no assurance that
prices  for  shares  of our common stock after a reverse split will be up to 800
times greater than the price for shares of our common stock immediately prior to
the  reverse  split, depending on the ratio of the split. Furthermore, there can
be  no  assurance  that the market price of our common stock immediately after a
reverse  split will be maintained for any period of time. Moreover, because some
investors  may view the reverse split negatively, there can be no assurance that
the reverse split will not adversely impact the market price of our common stock
or, alternatively, that the market price following the reverse split will either
exceed  or  remain  in  excess  of  the  current  market  price.                

EFFECT OF THE REVERSE SPLIT                                                     

     The  reverse  split  would  not affect the registration of our common stock
under  the  Securities  Exchange Act of 1934, as amended, nor will it change our
periodic  reporting  and  other  obligations  thereunder.                       

     The voting and other rights of the holders of our common stock would not be
affected  by the reverse split (other than as a result of the payment of cash in
lieu  of  fractional  shares  as described below).  For example, a holder of 0.5
percent  of  the  voting  power  of  the  outstanding shares of our common stock
immediately  prior  to the effective time of the reverse split would continue to
hold  0.5  percent  of  the voting power of the outstanding shares of our common
stock  after  the reverse split.  The number of stockholders of record would not
be  affected  by  the  reverse  split (except to the extent that any stockholder
holds  only  a  fractional  share interest and receives cash for such interest).

     The  authorized  number  of shares of our common stock and the par value of
our  common  stock  under  our  articles  of incorporation would remain the same
following  the  effective  time  of  the  reverse  split.                       

     The  number  of  shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following  formula:  if  our directors decide to implement a one for 800 reverse
split,  every  800  shares  of  our  common  stock  owned  by a stockholder will
automatically be changed into and become one new share of our common stock, with
800 being equal to the exchange ratio of the reverse split, as determined by the
directors  in  their  discretion.                                               

     Stockholders  should  recognize  that  if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number  of  shares  owned immediately prior to the effective time divided by the
one  for  800 exchange ratio, or such lesser exchange ratio as may be determined
by  our  directors,  subject  to  adjustment for fractional shares, as described
below).                                                                         

     As described below, stockholders who would otherwise hold fractional shares
after  a  reverse  split  will  be  entitled  to  cash  payments in lieu of such
fractional  shares.  In  addition,  if  a  stockholder owns less than 800 shares
before  the  reverse  split,  the  stockholder will cease to be a stockholder of
ZannWell Inc. after the effective time of the reverse split.  In such event, the
stockholder  will  be paid cash for his shares.  Consequently, the reverse split
will  reduce  the  number of holders of post-reverse split shares as compared to

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the  number  of holders of pre-reverse split shares to the extent that there are
stockholders  presently  holding fewer than 800 shares (or such lesser number as
may  be  determined  by  our  directors).  However, the intention of the reverse
split  is  not  to  reduce  the  number of our stockholders.  In fact, we do not
expect  that  the  reverse  split  will  result in any material reduction in the
number  of  our  stockholders.                                                  

     We  currently have no intention of going private, and this proposed reverse
stock  split  is  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 proposed reverse stock split does not
increase  the  risk  of  us  becoming  a  private  company  in  the  future.    

     Issuance  of  Additional  Shares.  The  number  of  authorized but unissued
shares  of  our  common stock effectively will be increased significantly by the
reverse  split of our common stock.  For example, if we elect to implement a one
for  250  reverse  split,  based  on  the 167,750,000 shares of our common stock
outstanding  on  the record date, and the 900,000,000 shares of our common stock
that  are  currently authorized under our articles of incorporation, 732,250,000
shares  of  our  common stock remain available for issuance prior to the reverse
split  taking  effect.  A  one  for  250  reverse split would have the effect of
decreasing  the  number  of  our  outstanding  shares  of  our common stock from
167,750,000  to  671,000  shares.                                               

     Based  on  the  900,000,000  shares  of our common stock that are currently
authorized under our articles of incorporation, and before the proposed increase
in  our  authorized common stock, if we elect to implement a one for 250 reverse
stock  split,  the  reverse  split,  when  implemented, would have the effect of
increasing the number of authorized but unissued shares of our common stock from
732,250,000  to  899,329,000  shares.                                           

     If  we  elect  to  implement  a  one  for  800  reverse split, based on the
167,750,000  shares  of our common stock outstanding on the record date, and the
900,000,000  shares  of our common stock that are currently authorized under our
articles  of  incorporation,  732,250,000  shares  of  our  common  stock remain
available  for issuance prior to the reverse split taking effect.  A one for 800
reverse  split would have the effect of decreasing the number of our outstanding
shares  of  our  common  stock  from  167,750,000  to  209,688  shares.         

     Based  on  the  900,000,000  shares  of our common stock that are currently
authorized under our articles of incorporation, and before the proposed increase
in  our  authorized common stock, if we elect to implement a one for 800 reverse
stock  split,  the  reverse  split,  when  implemented, would have the effect of
increasing the number of authorized but unissued shares of our common stock from
732,250,000  to  899,790,312  shares.                                           

     The  issuance  in  the future of such additional authorized shares may have
the  effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our  common  stock.                                                             

     The  effective  increase in the number of authorized but unissued shares of
our  common  stock  may  be  construed  as  having  an  anti-takeover  effect by
permitting  the  issuance  of  shares  to  purchasers who might oppose a hostile
takeover  bid or oppose any efforts to amend or repeal certain provisions of our
articles  of incorporation or bylaws.  Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of  us  through  a transaction opposed by our board of directors.  At this time,
our  board  does  not  have  plans to issue any common shares resulting from the
effective  increase  in  our  authorized  but  unissued  shares generated by the
reverse  split.                                                                 

CASH PAYMENT IN LIEU OF FRACTIONAL SHARES                                       

          In lieu of any fractional shares to which a holder of our common stock
would  otherwise be entitled as a result of the reverse split, we shall pay cash
equal  to  such  fraction  multiplied by the average of the high and low trading
prices of the our common stock on the OTCBB during regular trading hours for the
five  trading days immediately preceding the effectiveness of the reverse split.

FEDERAL INCOME TAX CONSEQUENCES                                                 

     We   will  not recognize any gain or loss as a result of the reverse split.

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     The  following  description of the material federal income tax consequences
of  the  reverse split to our stockholders is based on the Internal Revenue Code
of  1986,  as  amended,  applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on  the date of this information statement.  Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect.  We have not
sought  and  will  not  seek an opinion of counsel or a ruling from the Internal
Revenue  Service  regarding  the  federal income tax consequences of the reverse
split.  This discussion is for general information only and does not discuss the
tax  consequences  that  may  apply  to  special  classes  of  taxpayers  (e.g.,
non-residents of the United States, broker/dealers or insurance companies).  The
state  and local tax consequences of the reverse split may vary significantly as
to  each  stockholder, depending upon the jurisdiction in which such stockholder
resides.  You  are  urged  to  consult  your  own  tax advisors to determine the
particular  consequences  to  you.                                              

     In  general,  the federal income tax consequences of the reverse split will
vary  among stockholders depending upon whether they receive cash for fractional
shares  or solely a reduced number of shares of our common stock in exchange for
their old shares of our common stock.  We believe that the likely federal income
tax  effects of the reverse split will be that a stockholder who receives solely
a  reduced number of shares of our common stock will not recognize gain or loss.
With  respect  to  a  reverse  split,  such a stockholder's basis in the reduced
number  of  shares of our common stock will equal the stockholder's basis in its
old  shares  of  our common stock.  A stockholder who receives cash in lieu of a
fractional  share  as  a  result  of  the  reverse stock split will generally be
treated  as  having  received the payment as a distribution in redemption of the
fractional  share, as provided in Section 302(a) of the Code, which distribution
will  be  taxed  as  either  a  distribution under Section 301 of the Code or an
exchange  to  such stockholder, depending on that stockholder's particular facts
and  circumstances.  Generally,  a  stockholder  receiving such a payment should
recognize  gain  or  loss equal to the difference, if any, between the amount of
cash  received  and  the  stockholder's  basis  in the fractional share.  In the
aggregate,  such  a  stockholder's  basis in the reduced number of shares of our
common  stock will equal the stockholder's basis in its old shares of our common
stock  decreased  by  the basis allocated to the fractional share for which such
stockholder  is  entitled  to  receive  cash,  and  the  holding  period  of the
post-effective  reverse split shares received will include the holding period of
the  pre-effective  reverse  split  shares  exchanged.                          

EFFECTIVE DATE                                                                  

     If the proposed reverse split is approved and the board of directors elects
to  proceed  with  a  reverse split, the split would become effective as of 5:00
p.m. Nevada time on the date the split is approved by our stockholders, which in
any  event  shall  not be later than 12 months from the date of this information
statement.  Except  as  explained  herein  with respect to fractional shares and
stockholders  who currently hold fewer than 800 shares, or such lesser amount as
we  may determine, on such date, all shares of our common stock that were issued
and outstanding immediately prior thereto will be, automatically and without any
action  on the part of the stockholders, converted into new shares of our common
stock  in  accordance with the one for 800 exchange ratio or such other exchange
ratio  we  determine.                                                           

RISKS ASSOCIATED WITH THE REVERSE SPLIT                                         

     This  information  statement  includes forward-looking statements including
statements  regarding  our  intent  to  solicit approval of a reverse split, the
timing  of  the  proposed  reverse split and the potential benefits of a reverse
split,  including,  but  not  limited  to,  increase  investor  interest and the
potential for a higher stock price. The words "believe," "expect," "will," "may"
and  similar  phrases  are intended to identify such forward-looking statements.
Such  statements  reflect  our current views and assumptions, and are subject to
various  risks  and  uncertainties  that  could  cause  actual results to differ
materially  from expectations. The risks include that we may not have sufficient
resources  to  continue  as  a  going  concern;  any significant downturn in our
industry or in general business conditions would likely result in a reduction of
demand for our products or services and would be detrimental to our business; we
will  be  unable  to  achieve profitable operations unless we increase quarterly
revenues  or make further cost reductions; a loss of or decrease in purchases by
one  of  our  significant  customers  could  materially and adversely affect our
revenues  and  profitability;  the  loss  of key personnel could have a material
adverse  effect on our business; the large number of shares available for future
sale could adversely affect the price of our common stock; and the volatility of
our  stock  price.  For  a  discussion  of these and other risk factors, see our
annual  report  on  Form  10-KSB  for the year ended December 31, 2003 and other
filings  with  the  Securities  and  Exchange  Commission.                      

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     If  approved  and  implemented, the reverse stock split will result in some
stockholders  owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation  basis.  Odd  lots  may be more difficult to sell, or require
greater  transaction  costs per share to sell than shares in "even lots" of even
multiples  of  100  shares.                                                     

VOTE REQUIRED                                                                   

     The  affirmative  vote  of  a majority of the total number of shares of our
issued  and  outstanding  capital  stock  is  required  to  approve the grant of
discretionary  authority  to  our  directors to implement a reverse stock split.

     The  board  of  directors  recommends  a  vote FOR approval of the grant of
discretionary  authority to our directors to implement a reverse stock split, as
described  in  Attachment  A  hereto.                                           
-------------                                     

       GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS TO CONVERT
 ZANNWELL INC. TO A BUSINESS DEVELOPMENT CORPORATION

     The  board  of  directors  has  recommended  that  the directors be granted
authority  to  convert ZannWell Inc. to a Business Development Corporation. Such
conversion  into  a  Business  Development  Corporation  would allow us to raise
additional  funding  for  our  operations and to develop a larger investor base.
Approval  of  this  proposal  would give the board authority to convert ZannWell
Inc.  to  a Business Development Corporation at any time it determined within 12
months  of the date of this information statement. In addition, approval of this
proposal would also give the board authority to decline to convert ZannWell Inc.
to  a  Business  Development  Corporation.                                      

     We  also reserve the right to proceed with the transaction if determined by
the  management  to  be  appropriate  under  the  circumstances  and in the best
interests  of  stockholders.                                                    

   The  board  currently  believes  that  becoming  a  Business  Development
Corporation  is  in  the  best  interests  of  our stockholders but requires the
flexibility  to  do  what  is  in  the  best  interests  of  our  stockholders. 
Accordingly,  the  board  is  seeking  stockholder  approval  to  preserve  the 
flexibility  to  move forward with this action is the board continues to believe
it  is  in  the  best  interests  of  our  stockholders  to  do  so.            

     There is no assurance that becoming a Business Development Corporation will
be  consummated  or  if consummated, that such a transaction will be on the same
terms  as  anticipated  at  this time.  We reserve the right not to proceed with
such  transaction  or  to modify its terms at any time after taking into account
all  the  facts  and  circumstances.  For  any  transaction  that  would require
stockholder approval, we do not, however, intend to modify the proposed terms in
a  manner  that would have a material adverse impact on our stockholders without
seeking  further  stockholder  approval  of  such  terms.                       

VOTE REQUIRED                                                                   

     Once a quorum is present and voting, a simple majority of the votes cast is
required  to  approve  the  grant of discretionary authority to our directors to
convert  ZannWell  Inc.  to  a  Business  Development  Corporation.             

     The  board  of  directors  recommends  a  vote FOR approval of the grant of
discretionary  authority to our directors to convert ZannWell Inc. to a Business
Development  Corporation,  as  described  in  Attachment  A  hereto.            
                         -------------

     Information  regarding  the  beneficial  ownership  of  our common stock by
management  and  the  board  of  directors  is  noted  below.                   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

     The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:

-    Each person who beneficially owns more than five percent of the outstanding
shares  of  our  common  stock;                                       

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-    Each  person  who  beneficially  owns  outstanding  shares of our preferred
stock;                                                                

-    Each  of  our  directors;                                                  

-    Each  named  executive  officer;  and                                      

-    All  directors  and  officers  as  a  group.                               

                                                        · Enlarge/Download Table

                                                        COMMON STOCK                                       
                                                        BENEFICIALLY         PREFERRED STOCK BENEFICIALLY  
                                                           OWNED (2)                   OWNED (2)           
                                                     -------------------  ---------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1)               NUMBER    PERCENT        NUMBER           PERCENT   
---------------------------------------------------  ----------  -------  ------------------  -------------
                                                                                                           

Robert C. Simpson, Ph.D. (3)                         13,000,000     7.75       1,000,000 (4)          7.86 
Robert C. Simpson, Ph.D. (3)                                N/A      N/A      10,000,000 (5)        100.00 
                                                     ----------  -------                                   
R. Patrick Liska (6)                                  5,000,000     2.98        1,000,000(4)          7.86 
                                                     ==========  =======                      =============
All directors and officers as a group (two persons)  18,000,000    10.73  2,000,000 (4) and   5.72 (4) and 
                                                     ==========  =======      10,000,000 (5)        100 (5)

---------------                                                                 
(1)  Unless  otherwise  indicated, the address for each of these stockholders is
     c/o  ZannWell Inc., 1549 N. Leroy St., Suite D-200, Fenton, Michigan 48430,
     Telephone  (810)  714-2978.  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 the record date, the total number of outstanding shares of the common
     stock  is  167,750,000,  and  the total number of outstanding shares of the
     Series  A  preferred  stock  is  12,714,286 shares, and the total number of
     outstanding  shares  of  the Series C preferred stock is 10,000,000 shares.
(3)  Each  share  of  our  common  stock  is entitled to one vote on all matters
     brought before the stockholders, each share of our Series A preferred stock
     outstanding  entitles  the  holder  to  onevote  of the common stock on all
     matters  brought  before  the  stockholders, and each share of our Series C
     preferred  stock outstanding entitles the holder to 250 votes of the common
     stock  on  all  matters  brought  before  the  stockholders. Therefore, Dr.
     Simpson  will  have  the  power  to vote 2,514,000,000 shares of the common
     stock,  which  number  exceeds  the  majority of the 167,750,000 issued and
outstanding  shares  of  our  common  stock  on  the  record  date.   
(4)  Series  A  preferred  stock.                                               
(5)  Series  C  preferred  stock                                                
(6)  R. Patrick Liska will have the power to vote 6,000,000 shares of our common
stock.                                                                

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE                         

         Section  16(a)  of the Exchange Act requires our directors, executive
officers  and  persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes  in ownership of our equity securities.  Officers, directors and greater
than  10  percent stockholders are required by SEC regulation to furnish us with
copies  of  all  Section 16(a) forms they file.  All such persons have filed all
required  reports.                                                              

     DOCUMENTS INCORPORATED BY REFERENCE

         Our Annual Report on Form 10-KSB for the year ended December 31, 2003
and  financial  information from our subsequent Quarterly Reports for the period
ended  March  31,  2004  and June 30, 2004 are incorporated herein by reference.

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    COPIES OF ANNUAL AND QUARTERLY REPORTS

         We  will  furnish  a copy of our Annual Report on Form 10-KSB for the
year ended December 31, 2003 all subsequent Quarterly Reports on Form 10-QSB and
any  exhibit  referred  to  therein  without  charge to each person to whom this
information  statement  is delivered upon written or oral request by first class
mail  or  other  equally prompt means within one business day of receipt of such
request.  Any  request  should be directed to our corporate secretary at 1549 N.
Leroy  St.,  Suite  D-1000,  Fenton,  Michigan  48430, Telephone (810) 714-2978.

                 By Order of the board of directors,

  /s/ R. Patrick Liska

R. Patrick Liska  
Chairman and CEO  

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                                                                    ATTACHMENT A

      RESOLUTIONS TO BE ADOPTED BY THE

     STOCKHOLDERS OF

     ZANNWELL INC.

     (the "Company")

          RESOLVED,  that  the grant of discretionary authority to the directors
to  amend  the  Company's  Articles  of  Incorporation to change the name of the
Company  to  "Danitom  Corp."  is  hereby  approved  in  all  respects;  and    

    RESOLVED  FURTHER,  that  the  amendment  to  the  Company's  Articles  of
Incorporation  increasing  the  number  of  authorized shares of common stock to
2,000,000,000  shares  is  hereby  adopted  and  approved  in  all respects; and

    RESOLVED  FURTHER,  that  the  amendment  to  the  Company's  Articles  of
Incorporation  increasing  the number of authorized shares of preferred stock to
235,000,000  shares  is  hereby  adopted  and  approved  in  all  respects;  and

     RESOLVED  FURTHER,  that  the  grant  of  discretionary  authority  to  the
directors  to  implement a consolidation of the Company's issued and outstanding
common  stock  on  the basis of one post-consolidation share for up to every 800
pre-consolidation shares within 12 months of the Company's information statement
on  Schedule  14C  is  hereby  approved  and  adopted  in  all  respects;  and  

     RESOLVED  FURTHER,  that  the  grant  of  discretionary  authority  to  the
directors to convert the Company to a Business Development Corporation within 12
months of the Company's information statement on Schedule 14C is hereby approved
and  adopted  in  all  respects;  and                                           

     RESOLVED  FURTHER,  that  the  officers of the Company be, and each of them
hereby is, authorized, empowered and directed, for and on behalf of the Company,
to  take  any  and all actions, to perform all such acts and things, to execute,
file,  deliver  or  record  in  the  name and on behalf of the Company, all such
instruments,  agreements,  or  other documents, and to make all such payments as
they, in their judgment, or in the judgment of any one or more of them, may deem
necessary,  advisable  or  appropriate  in  order  to carry out the transactions
contemplated  by  the  foregoing  resolutions.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This PRE 14C Filing	Date	First	Last	Other Filings

	12/31/03	11	14	10KSB
	3/31/04	13		10QSB
	6/30/04	13		10QSB, NT 10-Q
	10/29/04	2	4
Filed On / Filed As Of	11/5/04
For The Period Ended	11/15/04	2	4	DEF 14C, NT 10-Q
	12/6/04	2	4

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Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Blackhawk Fund · PRE 14C · For 11/15/04

Filed On 11/5/04 5:28pm ET · SEC File 0-49672 · Accession Number 1015402-4-4645

Preliminary Proxy Information Statement · Schedule 14CFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Preliminary Proxy Information Statement · Schedule 14C
Filing Table of Contents