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 18, 2005
BLACKFOOT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
NEVADA 0-31313 88-0409160
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6767 W. TROPICANA AVENUE, SUITE 207, LAS VEGAS, 89103
(Address of principal executive offices) (Zip Code)
(702) 248-1027
Registrant's telephone number, including area code
NOT APPLICABLE
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 18, 2005, Blackfoot Enterprises, Inc. ("Blackfoot") entered into a
Share Exchange Agreement with Tower Tech Systems, Inc. ("Tower Tech") and its
shareholders, providing for the acquisition of the issued and outstanding
capital stock of Tower Tech in exchange for 25,250,000 newly issued shares of
Blackfoot. Upon the completion of this transaction, the shareholders of Tower
Tech would own 72.1% of the Blackfoot shares then outstanding and Tower Tech
would become a wholly-owned subsidiary of Blackfoot. Completion of the
transaction is subject to the satisfaction of various conditions, including
Blackfoot having increased its authorized capital stock to effect this
acquisition.
Tower Tech is a privately-held company headquartered in Manitowoc, Wisconsin,
that engineers and manufactures wind turbine extension towers. Tower Tech is
dedicated to exclusively mass-produce wind tower support structures, turbine
assemblies, and monopiles. The production facility consists of 46 acres with
over 700,000 square feet of heavy manufacturing space under roof.
Further, management of Tower Tech believes that it has one of the largest
production capacities of any wind tower manufacturer in North America, and that
its ability to integrate the entire manufacturing process at its facility sets
Tower Tech apart from other manufacturers in the United States.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
REGULATION
S-B NUMBER DOCUMENT
2.1 Share Exchange Agreement by and among Blackfoot Enterprises, Inc.
and the shareholders of Tower Tech Systems, Inc. and Tower Tech
Systems, Inc. dated as of November 7, 2005
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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.
BLACKFOOT ENTERPRISES, INC.
November 18, 2005 By: /s/ JOHANN RATH
---------------------------
Johann Rath, President
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