UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington
D.C. 20549




AMENDMENT
NO. 1 TO


FORM
10-Q


(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the quarterly period ended March 31,
2009





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the transition period from
_________________ to _________________




Commission
File No.: 000-49672




THE
BLACKHAWK FUND


(Exact
name of registrant as specified in its charter)





Nevada
              88-0408213(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      No.)





1802
N. Carson Street, Suite 108


Carson
City, NV 89701


(Address
of principal executive offices)





Issuer’s
telephone number:  (775) 887-0670




1802
N. Carson Street, Suite 212-3018, Carson
City,  NV  89701


(Former
name, former address and former fiscal year, if changed since last
report)




Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for 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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).                                                                                                   Yes
 ̈ No  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, a
non-accelerated filer, or a smaller reporting company.  See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer  ̈
              Accelerated
      filer  ̈Non-accelerated
      filer  ̈ (Do
      not check if a smaller reporting company)
              Smaller
      reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   No   x




APPLICABLE
ONLY TO CORPORATE ISSUERS




As of May
20, 2009, 562,293,791 shares of our common stock were
outstanding.





EXPLANATORY
NOTE





This
Amendment No. 1 to the quarterly report on Form 10-Q is being filed to provide
the financial statements required by Article 8 of Regulation S-X; management’s
discussion and analysis required by Item 303 of Regulation S-K; disclosure
controls and procedures required by Item 307 of Regulation S-K; internal control
over financial reporting required by Item 308 of Regulation S-K, and
certifications required under Rule 13a-14 of the Securities Exchange Act of
1934, as amended, and Section 1350 of the Sarbanes-Oxley Act of 2002. 
These items were not available for filing with the quarterly report on Form 10-Q
filed by us on May 20, 2009.


2


ITEM
1 – CONDENSED FINANCIAL STATEMENTS





THE
BLACKHAWK FUND


BALANCE
SHEET





March
      31,2009
                              (unaudited)
                            
                            
                            December31,2008ASSETSCash
                            
                            $
                            5,061
                            
                            
                            $
                            11,161Prepaid
      Financing Costs
                            
                            
                            829
                            
                            
                            
                            829Total
      Current Assets
                            
                            
                            5,890
                            
                            
                            
                            11,990Fixed
      Assets-Net
                            
                            
                            —
                            
                            
                            
                            -Property
      – Held For Sale
                            
                            
                            1,000
                            
                            
                            
                            1,775,900Prepaid
      Financing Costs
                            
                            
                            22,667
                            
                            
                            
                            22,875TOTAL
      ASSETS
                            
                            $
                            29,557
                            
                            
                            $
                            1,810,765LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      Payable and Accrued Liabilities
                            
                            $
                            124,543
                            
                            
                            $
                            107,990Note
      Payable
                            
                            
                            -
                            
                            
                            
                            854,079Notes
      Payable-Related Party
                            
                            
                            63,292
                            
                            
                            
                            62,515Total
      current liabilities
                            
                            
                            187,835
                            
                            
                            
                            1,024,584Long
      term liabilityNote
      payable
                            
                            
                            -
                            
                            
                            
                            1,936,000Total
      Liabilities
                            
                            
                            187,835
                            
                            
                            
                            2,960,584Commitments
      and contingencies
                            
                            
                            -
                            
                            
                            
                            -STOCKHOLDERS’
      DEFICITPreferred
      stock, $0.001 par value:Series
      A, authorized 500,000, 500,000 issued and outstanding
                            
                            
                            500
                            
                            
                            
                            500Series
      B, authorized 10,000,000, 10,000,000 issued and
outstanding
                            
                            
                            10,000
                            
                            
                            
                            10,000Series
      C, authorized 20,000,000, 10,000,000 issued and
outstanding
                            
                            
                            10,000
                            
                            
                            
                            10,000Common
      Stock, $0.001 par value, 4,000,000,000 shares authorized,
      562,293,791  shares issued and outstanding,
      respectively
                            
                            
                            562,294
                            
                            
                            
                            562,294Common
      Stock B, $0.001 par value 150,000,000 authorized,  30,000,000
      issued and outstanding
                            
                            
                            30,000
                            
                            
                            
                            30,000Additional
      Paid in Capital
                            
                            
                            36,585,416
                            
                            
                            
                            36,585,416Common
      Stock Subscribed
                            
                            
                            —
                            
                            
                            
                            -Retained
      Deficit
                            
                            
                            (37,356,488
                            )
                            
                            
                            (38,348,029
                            )Total
      Stockholders’ Deficit
                            
                            
                            (158,278
                            )
                            
                            
                            (1,149,819
                            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                            
                            $
                            29,557
                            
                            
                            $
                            1,810,765





See
accompanying summary of significant accounting policies and notes to financial
statements.


3


THE
BLACKHAWK FUND


STATEMENTS
OF OPERATIONS


Three
Months Ended March 31, 2009 and 2008


(unaudited)





Three
      Months Ended
                  March
      31,2009
                
                
                2008Revenues
                
                $
                -
                
                
                $
                15,200Cost
      of Sales
                
                
                —
                
                
                
                -Gross
      Profit
                
                
                -
                
                
                
                15,200OPERATING
      EXPENSESStock
      for Services
                
                
                -
                
                
                
                92,100General
      & Administrative
                
                
                21,653
                
                
                
                137,590Interest
      Expense
                
                
                1,984
                
                
                
                44,417Total
      Expenses
                
                
                23,637
                
                
                
                274,107Net
      Loss from operations
                
                $
                (23,637
                )
                
                $
                (258,907
                )Other
      income:Gain
      on Sale of Assets
                
                
                1,015,178
                
                
                
                -Net
      Profit (Loss)
                
                $
                991,541
                
                
                $
                (258,907
                )Net
      Profit (Loss) per Share
                
                
                0.002
                
                
                
                (0.00
                )Weighted
      Average Number of Shares Outstanding
                
                
                562,293,791
                
                
                
                478,871,451




See
accompanying summary of significant accounting policies and notes to financial
statements.


4


THE
BLACKHAWK FUND


STATEMENTS
OF CASH FLOWS


Three
Months Ended March 31, 2009 and 2008


(unaudited)





Three
      Months Ended
                                      March
      31,2009
                                    
                                    
                                    2008Cash
      Flows From Operating ActivitiesNet
      Profit ( Loss)
                                    
                                    $
                                    991,541
                                    
                                    
                                    $
                                    (258,907
                                    )Adjustments
      to reconcile net income (loss) to net cash provided by (used in) operating
      activities:Gain
      on Sale of Disposition of Assets
                                    
                                    
                                    (1,015,178
                                    )Depreciation
                                    
                                    
                                    
                                    
                                    
                                    
                                    505Stock
      Issued for Services and Financing
                                    
                                    
                                    
                                    
                                    
                                    
                                    92,100Changes
      in Operating Assets and Liabilities:(Increase)
      in Prepaid Financing Costs
                                    
                                    
                                    208
                                    
                                    
                                    
                                    208Increase
      (Decrease) in Accounts Payable
                                    
                                    
                                    17,329
                                    
                                    
                                    
                                    38,555Net
      cash used in operating activities
                                    
                                    
                                    (6,100
                                    )
                                    
                                    
                                    (127,539
                                    )Cash
      Flows From Investing Activities:Sale
      (Purchase) of Assets
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      cash provided by (used in) investing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Cash
      Flows From Financing Activities:Payments
      onNotes Payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (40,100
                                    )Proceeds
      from stock issuances, subscriptions and option exercises
                                    
                                    
                                    -
                                    
                                    
                                    
                                    166,288Proceeds
      from notes payable - related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Net
      cash provided by financing activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    126,188Net
      Change in Cash
                                    
                                    
                                    (6,100
                                    )
                                    
                                    
                                    (1,351
                                    )Cash
      Beginning of Period
                                    
                                    
                                    11,161
                                    
                                    
                                    
                                    2,381Cash
      End of Period
                                    
                                    $
                                    5,061
                                    
                                    
                                    $
                                    1,030Supplemental
      disclosures:Cash
      paid for:Interest
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    33,529Income
      Taxes
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -


5


THE
BLACKHAWK FUND


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 - BASIS OF PRESENTATION





The
accompanying unaudited interim financial statements of The Blackhawk Fund
("Blackhawk" or the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Blackhawk's Annual Report filed with the SEC on Form 10-K, as amended.  In
the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein.  The results of operations for interim periods are not necessarily
indicative of the results to be expected for the full year.  Notes to the
financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for 2008 as reported in the 10-K,
as amended, have been omitted.





NOTE
2 - STOCK BASED COMPENSATION





Prior to
January 1, 2006, we accounted for stock based compensation under Statement of
Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation
(FAS 123).  As permitted under this standard, compensation cost was
recognized using the intrinsic value method described in Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees (APB
25).  Effective January 1, 2006, the Company has adopted Statement of
Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (FAS
123R) and applied the provisions of the Securities and Exchange Commission Staff
Accounting Bulletin No. 107 using the modified-prospective transition
method.  Prior periods were not restated to reflect the impact of
adopting the new standard.  As a result of the adoption of FAS 123R,
stock-based compensation expense recognized during the year ended December 31,
2008 includes compensation expense for all share-based payments granted on or
prior to, but not yet vested as of December 31, 2006, based on the grant date
fair value estimated in accordance with the original provisions of FAS 123, and
compensation cost for all share-based payments granted on or subsequent to
January 1, 2006, based on the grant date fair value estimated in accordance with
the provisions of FAS 123R.





Beginning
on January 1, 2006, any future excess tax benefits derived from the exercise of
stock options will be recorded prospectively and reported as cash flows from
financing activities in accordance with FAS 123R.





During
the quarter ended March 31, 2009, the Company had no stock based consulting
expense as determined under FASB 123R.





NOTE 3 - PROPERTY - HELD FOR
SALE/FIXED ASSETS.





In
December 2008, the Company paid $1,000 for a property in
foreclosure.





NOTE
4-PREFERRED STOCK





Series
A Preferred Stock





On April
24, 2008, the Company withdrew its certificate of designation establishing the
Company’s Series A Preferred Stock and filed a new certificate of designation
for 500,000 shares of Series A Preferred Stock, par value $0.001 per
share.  Anytime after October 24, 2008, the Series A Preferred Stock is
convertible based upon the average of the per shares market value of the
Company’s common stock during the 20 trading days immediately preceding a
conversion date.  In addition, upon the consummation of a bona fide
sale third party sale by the Company of its securities resulting in gross
proceeds of at least $1,000,000, the Series A Preferred Stock will automatically
convert into the securities being sold in such offering.  The Series A
Preferred Stock has no voting rights, dividend rights, liquidation preference,
redemption rights, or preemptive rights.





On April
24, 2008, the Company issued 500,000 shares of the newly designated Series A
Preferred Stock as part of a financing transaction.  See Note
6.  The Company has valued the convertible shares using the
Black-Scholes model and has recognized a financing expense equivalent to the
stated value of the Series A Preferred Stock of $500,000.


6


Series
B Preferred Stock





On April
24, 2008, the Company amended the certificate of designation establishing the
Company’s Series B Preferred Stock. Pursuant to this amendment, the Company’s
Series B Preferred Stock now contains on limitation on conversions such that no
holder of Series B Preferred Stock can convert such shares into the Company’s
common stock if such conversion would result in the holder owning in excess of
4.99% of the Company’s issued and outstanding common stock.





Series
C Preferred Stock





On April
24, 2008, the Company amended the certificate of designation for its Series C
Preferred Stock.  Pursuant to the Amendment, 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 the number of votes on such matters equal to the product of (a)
the number of shares of the Series C Preferred Stock held by such holder, (b)
the number of issued and outstanding shares of the Company’s common stock, on a
fully-diluted basis, as of the record date for the vote, or, if no such record
date is established, as of the date such vote is taken or any written consent of
stockholders is solicited, and (c) 0.0000002.





NOTE
5- CONTINGENT LIABILITY





On April
24, 2008, the Company and Terminus, Inc. as co-issuers, issued and sold to a
single accredited investor (1) a $550,000 12% secured promissory note and (2)
500,000 shares of the Company’s Series A Preferred Stock.  To secure
payment of the note Terminus pledged the 10,000,000 shares of the company’s
Series C Preferred Stock.  The Company is considered a guarantor of
the note, and accordingly, has treated the note as a contingent
liability.





NOTE
6-RELATED PARTY TRANSACTIONS





At March
31, 2009, Terminus, Inc., the holder of the Company’s Series C Preferred Stock,
has loaned the company approximately $63,292 including interest.  The
loan is payable upon demand with interest at 12%.





NOTE
7-GOING CONCERN





The
Company has a negative capital, and has not fully implemented its new business
plan.  These factors, among others, indicate that the Company may not
be able to continue as a going concern.  No adjustments have been made
to the carrying value of assets and liabilities should the company not continue
as a going concern.





NOTE
8-GAIN ON DISPOSITION OF PROPERTY





On
February 25, 2009, the Company entered into a settlement agreement with Angel
Acquisition Corporation relating to the condominium located in Carlsbad,
California owned by the Company.  Pursuant to the settlement
agreement, the Company transferred the property to Angel Acquisition in full
satisfaction of the note payable due to Angel for $854,079, including
interest.  Angel Acquisition acquired the property subject to the note
of $496,000.





Also on
February 25, 2009, the Company entered into a settlement agreement relating to
the residential property located in Oceanside California.  The Company
has transferred the property to a third party who has assumed the note amount of
$1,440,000.





The
Company’s basis in the property was $1,774,901.





As a
result of the two transactions above the Company realized a gain on the
disposition of assets equal to $1,015,178.


7


ITEM
2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.





The
following discussion and analysis should be read in conjunction with our
financial statements and related notes included in this report.  This
report contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.  The statements contained in
this report that are not historic in nature, particularly those that utilize
terminology such as “may,” “will,” “should,” “expects,” “anticipates,”
“estimates,” “believes,” or “plans” or comparable terminology are
forward-looking statements based on current expectations and
assumptions.  Various risks and uncertainties could cause actual
results to differ materially from those expressed in forward-looking
statements.





All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements.  Forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause
the actual results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking
statements.





General





The
Blackhawk Fund acquires and redevelops residential and commercial real estate
for investment.  Once we acquire a property, we redevelop and
refurbish the properties, seeking to enhance the value of the
properties.  Once a property is refurbished, we seek to generate
revenue by rental of the property, and we also seek to resell the properties if
market conditions permit.  We currently hold one property (consisting
of two parcels as further described below) in our real estate
portfolio.





Historically,
we also operated a media and television production division.  In this
division, we have sought to manage and implement proprietary media properties,
including cable television shows, infomercials, online video magazines, and
DVDs.  However, as discussed below, management determined that the
ongoing media and television production operations were not viable, and
accordingly determined to discontinue the media and television production
operations in 2008.





Change
of Control and Change in Management





On April
24, 2008, we entered into a stock purchase agreement with Terminus, Inc. and
Palomar Enterprises, Inc. pursuant to which Terminus purchased 10,000,000 shares
of our Series C Preferred Stock from Palomar for $363,000.  As a
result, the sale of the Series C Preferred Stock by Palomar to Terminus
effectively transferred Palomar’s control of our company to
Terminus.





Concurrently,
Steve Bonenberger resigned as our President and Chief Executive Officer, and
Brent Fouch resigned as our Secretary and Chief Financial Officer.  In
connection therewith, the board of directors increased the number of authorized
directors from two to three and appointed Frank Marshik to fill the newly
created vacancy on the board.  The board of directors then appointed
Mr. Marshik as our President, Chief Financial Officer, and
Secretary.  Thereafter, Mr. Bonenberger and Mr. Fouch resigned as
directors.  Mr. Marshik, as the sole remaining director, appointed
Terry Ross to fill one of the two vacancies resulting from these
resignations.





On August
19, 2008, the board of directors reduced the number of authorized directors from
three (3) to one (1).  Concurrently therewith, Terry Ross resigned as
a director.  Mr. Ross’ resignation was not due to any disagreements
with The Blackhawk Fund on matters relating to its operations, policies, and
practices.





Recent
Developments





Purchase of Land in Riverside
County, City of Desert Hot Springs.In December 2008, we
purchased two parcels of undeveloped land in Riverside County, City of Desert
Hot Springs, California, for a purchase price of a $1,000 promissory note. 
The land approximates 3.5 acres.  This property is zoned for
residential dwellings.  Management is determining whether to build
finished lots or in the alternative to sell the land to a
developer.  The property consisting of these two parcels has not yet
been entitled.  Riverside County has assessed the value of the property
(consisting of these two parcels) at $100,814.


8


Distribution of Certain Real
Property Held for Sale.In February 2009, we entered into settlement
agreements with certain prior affiliated parties pursuant to which we
transferred our condominium located in Carlsbad, California and our residential
property located in Oceanside, California.  We entered into a
settlement agreement with Angel Acquisition Corp. under which Angel agreed to
cancel and forgive a promissory note made by us in the aggregate principal
amount of $841,828 in exchange for the Carlsbad condominium
property.   This property also is subject to a $496,00 mortgage
which is now the responsibility of Angel..  We also entered into a
settlement agreement with Debbie Avey with whom we had previously entered into a
joint venture in relation to the residential property in Oceanside,
CA.  Pursuant to the agreement, Ms. Avey released us from any and all
liability pursuant to the joint venture as well as any liability associated with
the two mortgage notes on this property ($1,120,000 and $320,000) in exchange
for the property.  We recognized a gain on sale of assets of $1,015,178 in
connection with this transaction.





Plan
of Operation





Our new
management determined that our company has incurred operating and net losses in
each of the last two fiscal years, had a working capital deficit as of the end
of the latest fiscal year and as of the latest fiscal quarter, and has a large
accumulated deficit.  Accordingly, new management commenced an
analysis of each of our two business lines to determine the viability of each
line during the second and third quarters of 2008.  Within each line
of business, management has evaluated and is evaluating historical and projected
costs in running the line, existing and potential revenue streams, and the
availability of additional capital for expansion of the business
line.  In particular, with respect to the real estate business,
management is evaluating our current real estate portfolio in light of current
market conditions, both in the real estate markets and the credit
markets.  Upon completion of the analysis, management will determine
whether to seek to expand the business line or to discontinue or divest of the
division.





In 2008,
management determined that, based on its analysis of the foregoing factors, the
media and television production operations are not
viable.  Accordingly, management has determined to discontinue the
media and television production operations.  Management is continuing
the evaluation of our real estate business, the existing real estate portfolio
valuations, the existing and potential rental possibilities, the current market
values, and the existing financing arrangements.  In addition, in
light of the distress in the real estate markets, management is looking at
potential real estate acquisition opportunities that, if consummated, would
increase and diversify our real estate portfolio.  Management is also
considering diversifying into additional lines of business.  In all
cases, management may seek to form one or more partnerships, enter into one or
more joint ventures, or conduct one or more strategic acquisitions.





Critical
Accounting Policies





The
discussion and analysis of our financial conditions and results of operations is
based upon our consolidated financial statements, which have been prepared in
accordance with generally accepted accounting principles in the United
States.  The preparation of financial statements requires managers to
make estimates and disclosures on the date of the financial
statements.  On an on-going basis, we evaluate our estimates,
including, but not limited to, those related to revenue
recognition.  We use authoritative pronouncements, historical
experience, and other assumptions as the basis for making
judgments.  Actual results could differ from those
estimates.  We believe the following critical accounting policies
affect our more significant judgments and estimates in the preparation of our
consolidated financial statements.  A summary of our critical
accounting policies can be found in the notes to our financial statements
included this report.





Results
of Operations





Basis
of Presentation





The
following table sets forth, for the periods indicated, certain unaudited
selected financial data:





Three
      Months EndedMarch
      31,2009
                          
                          
                          2008Revenues
                          
                          $
                          —
                          
                          
                          $
                          15,200Costs
      of Sales
                          
                          
                          —
                          
                          
                          
                          —Stock
      for Services
                          
                          
                          —
                          
                          
                          
                          92,100General
      and administrative
                          
                          
                          21,653
                          
                          
                          
                          137,590Interest
      Expense
                          
                          
                          1,984
                          
                          
                          
                          44,417Operating
      income (loss)
                          
                          $
                          (23,637)
                          
                          
                          $
                          (258,907)


9


Comparison
of the three months ended March 31, 2009 and 2008





Net sales. Our revenues were $0
for the three months ended March 31, 2009, as compared to $15,200 for the three
months ended March 31, 2008.  This decrease resulted from lower demand
for our media products and services which resulted in our decision to cease our
media operations.  The decrease also resulted from a lack of sales of
any real estate properties held for development.  Our revenues were
generated from rental income from our real estate properties and revenues from
our former media operations.





Cost of
Sales.  Costs of sales were $0 for the three months ended March
31, 2009, as compared to $0 for the three months ended March 31,
2008.





Stock for
Services.Expenses resulting from the issuance of our common
stock was $0 for  the three months ended March 31, 2009 and compared
to $92,100 for the first three months ended March 31, 2008. This decrease
resulted from a significant reduction in shares issued for services in the first
quarter of 2009 as compared to the first quarter of 2008.





General and
administrative.  General and administrative expenses decreased
to $21,653 for the three months ended March 31, 2009 from $137,590 for the three
months ended March 31, 2008.   This decrease resulted from a
significant reduction in operations in 2009 as compared to 2008.





Interest.Interest
expense decreased to $1,984 for the three months ended March 31, 2009 from
$44,417 for the three months ended March 31, 2008.





Operating loss.  We
incurred an operating loss of $23,637 for the three months ended March 31, 2009,
compared to a net loss of $258,907 for the three months ended March 31,
2008.   The reduction in operating loss resulted primarily from a
significant reduction in shares issued for services in 2009 as compared to
2008.  In addition, our operating loss was decreased due to a
significant reduction expenses associated with our cessation of media
operations.





In February 2009, we disposed of two
properties in connection with settlement agreements under which the transferees
assumed certain notes associated with such properties in connection with the
disposition.  Accordingly, as a result of these transactions, we
realized a gain on the disposition of assets equal to $1,015,178.





Liquidity
and Capital Resources





We have
financed our operations, debt service, and capital requirements through cash
flows generated from operations and through issuance of debt and equity
securities.  Our working capital deficit at March 31, 2009 was
$181,945, and we had cash of $5,061 as of March 31, 2009.





We used
$6.100 of net cash in operating activities for the three months ended March 31,
2009, compared to using $127,539 in the three months ended March 31,
2008.  The net profit of $991,541 was offset by a non-cash gain on
sale of assets of $1,015,178 as well as an increase of $17,239 in accounts
payable, and an increase of $208 in prepaid financing costs.





We
generated $0 net cash flows from investing activities for the three months ended
March 31, 2009, and 2008.





Net cash
flows provided by financing activities were $0 for the three months ended March
31, 2009, compared to net cash flows provided by financing activities of
$126,188 for the three months ended March 31, 2008.  This cash
provided by financing activities for the three months ended March 31, 2009 was
due to proceeds from the exercise of stock options and receipt of stock
subscriptions of $166,288, offset by repayment of $40,100 of related party
debt.


10


Capital
Requirements





Our
financial statements for the fiscal year ended December 31, 2008 state that we
have incurred significant losses, have a negative capital, and a negative
current ratio.  These factors, among others indicate that we may not
be able to continue as a going concern.  We believe that, as of the
date of this report, in order to fund our plan of operations over the next 12
months, we will need to fund operations out of cash flows generated from
operations, from the borrowing of money, and from the sale of additional
securities.  It is possible that we will be unable to obtain
sufficient additional capital through the borrowing of money or the sale of our
securities as needed.





Part of
our growth strategy may include diversifying into additional lines of business,
forming one or more partnerships, entering into one or more joint ventures, or
conducting one or more strategic acquisitions, which may require us to raise
additional capital.  We do not currently have binding agreements or
understandings to acquire any other companies.





We intend
to retain any future earnings to pay our debts, finance the operation and
expansion of our business and any necessary capital expenditures, and for
general corporate purposes.





Off-Balance
Sheet Arrangements





On April
24, 2008, the Company and Terminus, Inc., as co-issuers, issued and sold to a
single accredited investor: (i) a $550,000 12% secured promissory note and (ii)
500,000 shares of the Company’s Series A Preferred Stock.  To secure
payment of the note, Terminus pledged the 10,000,000 shares of the Company’s
Series C Preferred Stock.  The Company is considered a guarantor of
the note, and accordingly, has treated the note as a contingent
liability.  In the event that Terminus defaults on the note, the
Company will become unconditionally liable for repayment of all principal and
interest then due under the note and will incur an expense for the full amount
of all such principal and interest.  The purpose of the Company’s
guarantee of the note was to facilitate the change in control
transaction.





ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide information required by this item.





ITEM
4 – CONTROLS AND PROCEDURES





We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in our reports that we file under the Securities Exchange Act of 1934, as
amended, is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms,
and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure based on
the definition of “disclosure controls and procedures” in Rule
13a-15(e).  In designing and evaluating the disclosure controls and
procedures, our management recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.





At the
end of the period covered by this Quarterly Report on Form 10-Q, we carried out
an evaluation, under the supervision and with the participation of our former
management, including our former Chief Executive Officer and former Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures.  Based on the foregoing, our
former Chief Executive Officer and our former Chief Financial Officer concluded
that our disclosure controls and procedures were effective to ensure that all
material information required to be disclosed in this Quarterly Report on Form
10-Q has been made known to them in a timely fashion.





Our former Chief Executive Officer and
former Chief Financial Officer have also evaluated whether any change in our
internal controls occurred during the last fiscal quarter and have concluded
that there were no material changes in our internal controls or in other factors
that occurred during the last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, these controls.


11


PART
II:  OTHER INFORMATION




ITEM
1 – LEGAL PROCEEDINGS





None.





ITEM
1A – RISK FACTORS





As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide information required by this item.





ITEM
2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




None.




ITEM
3 – DEFAULT UPON SENIOR SECURITIES





None.





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





None.





ITEM
5 – OTHER INFORMATION




None.





ITEM
6 - EXHIBITS





Item
                        No.
                      
                      Description
                      
                      Method of Filing31.1
                      
                      Certification
      of Frank Marshik pursuant to Rule 13a-14(a)
                      
                      Filed
      herewith.32.1
                      
                      Chief
      Executive Officer and Chief Financial Officer Certification pursuant o 18
      U.S.C. § 1350 adopted pursuant to Section 906 of the Sarbanes Oxley Act of
      2002
                      
                      Filed
      herewith.


12


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 thereunto duly
authorized.





THE
      BLACKHAWK FUNDMay
      28, 2009
              /s/ Frank MarshikFrank
      MarshikPresident(Principal
      Executive Officer and Principal Accounting
  Officer)


13