UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB**





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934.





For
      the
      quarterly period ended September 30, 2007





OR





[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934.





For
      the
      transition period from ____ to ____





Commission
      File Number: **000-49672**





**THE
      BLACKHAWK FUND**


(Exact
      Name of Small Business Issuer as Specified in its Charter)





NEVADA
            
            88-0408213(State
                or Other Jurisdiction of
            
            (IRS
                EmployerIncorporation
                or Organization)
            
            Identification
                Number)





1802
      N.
      CARSON STREET, SUITE 212-3018


CARSON
      CITY, NEVADA 89701


Address
      of Principal Executive Offices





(775)
      887-0670


(Registrant's
      Telephone Number, Including Area Code)





Check
      whether the Issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the past 12 months (or for such shorter
      period that the Issuer was required to file such reports), and 2) has been
      subject to such filing requirements for the past 90 days. [ X ] Yes [ ]
      No





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





State
      the
      number of shares outstanding of each of the Issuer’s classes of common equity as
      of the latest practicable date: As of September 30, 2007, the issuer had
      237,860,458 shares of its common stock issued and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes [ ] No [X]

















1





**TABLE
      OF CONTENTS**








PART
      I -
      FINANCIAL INFORMATION





Item
      1.
      Financial Statements


Balance
      Sheets as of September 30, 2007(unaudited) and December 31,
      2006 3


Statements
      of Operations for the three and nine months ended September 30, 2007 and
      2006


(unaudited) 4


Statements
      of Cash Flows for the nine months ended September 30, 2007 and 2006
      (unaudited) 5


Notes
      to
      Financial Statements
      (unaudited) 6





Item
      2.
      Management's Discussion and Analysis or Plan of
      Operation 9





Item
      3.
      Controls and
      Procedures 11





PART
      II -
      OTHER
      INFORMATION 11





Item
      1.
      Legal
      Proceedings 11





Item
      2.
      Unregistered Sales of Equity Securities and Use of
      Proceeds 11





Item
      3.
      Defaults Upon Senior
      Securities 11





Item
      4.
      Submission of Matters to a Vote of Security
      Holders 11





Item
      5.
      Other
      Information 12





Item
      6.
      Exhibits 12





SIGNATURES 12






2


**PART
      I - FINANCIAL INFORMATION**





ITEM
      1.
      FINANCIAL STATEMENTS.





THE
        BLACKHAWK FUND
 BALANCE
        SHEETS
 (Unaudited)
 September
                  30,
              
              December
                  31,2007
              
              2006ASSETSCash
              
              
              
              
              
              $
                  20,226
              
              $
                  11,748Total
                  current assets
              
              
              
              20,226
              
              11,748FixedAssets
                  -Net
              
              
              
              
              5,560Property
                  held-for-sale
              
              
              1,774,900
              
              1,692,600Other
                  Assets
              
              
              
              
              
              45,648TOTAL
              ASSETS
              
              
              
              
              
              
              1,846,334
              
              1,704,348LIABILITIES
                  AND STOCKHOLDERS' DEFICITLIABILITIESAccounts
                  payable and accrued liabilities
              
              104,250
              
              $1,219Notes
                  payable
              
              
              757,996
              
              590,700Total
                  current liabilities
              
              
              862,246
              
              591,919Note
                  payable
              
              
              
              
              1,936,000
              
              1,496,000Commitments
                  and contingencies
              
              
              
              -
              
              -STOCKHOLDERS'
                  DEFICITPreferred
                  stock, $.001 par value:Series
                  A: Authorized 20,000,0000
                  and 9,000,000 shares outstanding
              
              -
              
              9,000Series
                  B: Authorized 10,000,00010,000,000
                  issued and outstanding
              
              10,000
              
              10,000Series
                  C: Authorized 20,000,00010,000,000
                  issued and outstanding
              
              10,000
              
              10,000Common
                  stock, Series B 150,000,000 authorized 10,000,000 issued
                  @.001
              10,000Common
              Stock
                  4,000,000,000 authorized 237,860,458 and 24,664,792issued
                  and outstanding @.001
              
              237,860
              
              24,665Additional
                  paid in capital
              
              
              
              36,095,603
              
              34,646,962Stock
                  subscriptions receivable
              
              
              
              (147,434)Retained
                  deficit
              
              
              
              
              (37,167,941)
              
              (35,084,198)Total
                  Stockholders' Deficit
              
              (951,912)
              
              (383,571)TOTAL
                  LIABILITIES AND STOCKHOLDERS' DEFICIT
              $
                  1,846,334
              
              $1,704,348
 
 See
        accompanying notes to financial statements.
  3


THE
      BLACKHAWK FUND


STATEMENTS
      OF OPERATIONS


For
      the
      Three Months and Nine Months


Ended
      September 30, 2007 and 2006


(Unaudited)




Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30,
            
            September
                30,2007
            2006
            
            2007
            2006Income:Consulting
                and Sales
            38,145
            7,451
            
            $
                313,073
            $7,451Cost
                of Goods
            
            17,072
            
            
            251,303Total
            
            21,073
            7,451
            
            61,770
            7,451ExpensesStock
                for Services
            
            28,900
            
            
            1,322,836General
                & administrative
            525,705
            210,270
            
            695,681
            349,364Loss
                from operations
            (533,532)
            (202,819)
            
            (1,956,747)
            (341,913)Interest
                expense
            43,975
            32,698
            
            126,996
            61,149Net
                loss
            $(577,507)
            $(235,517)
            
            $(2,083,743)
            $(403,062)Basic
                and diluted loss per share
            $(0.00)
            $(0.01)
            
            $(0.01)
            $(0.03)Weighted
                average shares outstanding
            219,960,457
            23,274,941
            
            160,980,728
            14,824,392
































See
      accompanying notes to financial statements.


4


THE
      BLACKHAWK FUND


STATEMENTS
      OF CASH FLOWS


For
      the
      Nine Months Ended September 30, 2007 and 2006


(Unaudited)


2007
            2006CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            
            $
                (2,083,743)
            $(403,062)Adjustments
                to reconcile net loss to netcash
                used in operating activities:Stock
                issued for services
            1,322,836
            53,000Depreciation
            505Gain
                on sale of property
            -
            (7,451)Changes
                in: Other Assets
            (45,648)
            -Accounts
                payable and accrued liabilities
            103,031
            3,952NET
                CASH USED IN OPERATING ACTIVITIES
            (703,019)
            (353,561)CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of buildings/assets
            (88,365)
            (272,583)Proceeds
                from sale of building
            
            147,451NET
                CASH USED IN INVESTING ACTIVITIES
            (88,365)
            (125,132)CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from stock issuances/subscriptions
            182,566
            182,854Proceeds
                from stock sales
            10,000
            5,000Proceeds
                from note payable -
            607,296
            478,001Payments
                on note payable -
            
            (23,000)NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            799,862
            642,855NET
                CHANGE IN CASH
            
            8,478
            164,162CASH
                BALANCES-Beginning
                of period
            
            11,748
            12,709-End
                of period
            
            $20,226
            176,871Supplemental
                disclosures:Interest
                paid
            
            $
                91,812
            $     
                51,115Income
                taxes paid
            
            $         
                 -
            $ 
                              -NON-CASH
                INVESTING AND FINANCING ACTIVITIESMortgage
                liability assumed on home
            
            $
                1,000,000Conversion
                of 10,000 preferred shares to common
            $ 
                   9,000
            $    
                   9,000








See
      accompanying notes to financial statements.






5




THE
      BLACKHAWK FUND


NOTES
      TO
      FINANCIAL STATEMENTS


(Unaudited)








**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-KSB. 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 2006 as reported in the 10-KSB 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
      six
      months ended June 30, 2007 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 nine months ended June 30, 2007, the Company did not make any stock option
      grants and therefore did not recognize any stock-based option expense. During
      the nine months ended September 30, 2007 the Company recorded stock based
      consulting expense of $1,322,836, as determined under FASB 123R..







**NOTE
      3 - PROPERTY - HELD FOR SALE**





In
      late
      March 2006, the Company purchased a condominium located in Carlsbad, California
      for $625,083. The Company intends to renovate and sell the condo. Since the
      Company intends to sell the condominium upon completion of the planned
      renovations, it has been designated as "held-for-sale". Therefore it will be
      carried at the lower cost or fair value (net of expected sales costs) during
      the
      renovation period and will not be depreciated. Major improvements and
      renovations are capitalized.
















6







**THE
      BLACKHAWK FUND**


**NOTES
      TO FINANCIAL STATEMENTS**


**(unaudited)**








In
      June
      of 2006, the Company entered into a joint venture agreement to renovate and
      then
      sell a residential home located in Oceanside, California. The Company is a
      50%
      joint venture partner, but has the right to exercise control. The Company is
      100% responsible for improvement costs, with these costs to be reimbursed upon
      sale and any remaining profits split 50/50. the Company has valued the house
      at
      the value of the liability assumed of $1,000,000. As the intention on this
      property is identical described above the description related to "held for
      sale"
      and depreciation apply.







**NOTE
      4 - COMMON STOCK**





During
      the nine months ended September 30, 2007, the company issued 213,195,666 shares
      of common stock. Of this amount 90,000,000 was converted from preferred stock,
      99,067,000 shares for services valued at $1,322,836 and 24,128,666 for cash
      of
      $90,000.


In
      April
      2007, the Company created a new class of common stock pursuant to a subscription
      agreement. That agreement, indicates 10,000,000 shares issued with a par value
      of .001. The Company has issued the shares and has recorded a subscription
      receivable. For the nine months ended September 30, 2007 $102,566 has been
      realized.







**NOTE
      5 - NOTES PAYABLE/MORTGAGES PAYABLE**





In
      conjunction with the purchase of the condominium described in Note 3 above,
      the
      Company executed a 30-year adjustable rate promissory note for $496,000. The
      initial interest rate on the note is 7.875% and may change on April 1, 2008
      and
      on that date every sixth month thereafter. Pursuant to the terms of the note,
      the Company is required to make interest only payments for the first 10 years
      (first 120 payments). The initial monthly payments will be $3,225 and may change
      beginning on April 1, 2008. The note payable is personally guaranteed by the
      Company’s president.





In
      conjunction with the joint venture property described in note 3 above, the
      Company refinanced this note in July 2007 and assumed a 50% interest and
      corresponding promissory note debt of $1,440,000. Terms indicate that the first
      note is for $1,120,000 over 30 years interest only for the first 10 years.
      The
      second note is carried for $320,000 with interest at 9.875 over 30 years
      interest only for the first 10 years. Monthly amounts are presently $9,983.
      Both
      of the above notes are classified as long term notes payable.





Included
      in short terms note payable is a note to a vendor for $34,000 payable in monthly
      installments of $3,000 as settlement for a media invoice.







**NOTE
      6-RELATED PARTY TRANSACTIONS**





At
      September 30, 2007, and included as a short term note payable, the Company
      is
      indebted to a related party for $723,996. . Interest has been imputed at 6%
      per
      year.





During
      the nine months ended September 30, 2007, the Company made payments totaling
      $245,000 to entities controlled by the CEO and CFO for consulting
      services.


During
      the first quarter 2007 30,000,000 shares were issued to its CFO and CEO for
      services. Those shares have been valued at market and included in stock for
      services.


During
      the first quarter 2007, 9,000,000 shares of preferred A stock, held by a related
      entity, was converted to 90,000,000 shares of common stock.







**NOTE
      7-GOING CONCERN**





The
      Company has incurred significant losses, has a negative capital, and negative
      current ratio. 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.

















7




**THE
      BLACKHAWK FUND**


**NOTES
      TO FINANCIAL STATEMENTS**


**(unaudited)**





**NOTE
      8-SEGMENT INFORMATION**





The
      Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise
      and
      Related Information", in respect of its operating segments. The Company's
      reportable segment is Blackhawk Media a media and production
      enterprise.





The
      segment is managed separately because each business requires different
      technology and marketing strategies. The Company evaluates performance based
      upon operating earnings of the unit. The accounting policy of the segment are
      the same as those described in the summary of significant accounting policies.
      The corporate assets include cash. There were no significant intercompany
      transactions. In determining operating income (loss) by segment, general
      corporate expenses and other income ad expense items of a non operating nature
      are not considered, as such items are not allocated to the Company's segments.
      Segment information for the nine months 2007 is as follows.





Sales
      from
      Media                        
$ 296,713





Cost
      of
      Sales                                  
251,303





Gross
      Profit                                    
  45,410





Media
      Expenses                             
253,495





Loss
      from
      Media
      Segment           (208,085)





For
      the
      quarter ended June 30, 2007





Sales
      from
      Media                      
 $   33,641





Cost
      of
      Sales                                   
17,072





Gross
      Profit                                     
16,569





Media
      Expenses                        
 (188,012)





Loss
      from
      Media Segment        
(171,443)






































8




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS.**





FORWARD-LOOKING
      INFORMATION





Much
      of
      the discussion in this Item is "forward looking" as that term is used in Section
      27A of the Securities Act and Section 21E of the Securities Exchange Act of
      1934. Actual operations and results may materially differ from present plans
      and
      projections due to changes in economic conditions, new business opportunities,
      changed business conditions, and other developments. Other factors that could
      cause results to differ materially are described in our filings with the
      Securities and Exchange Commission.





There
      are
      several factors that could cause actual results or events to differ materially
      from those anticipated, and include, but are not limited to general economic,
      financial and business conditions, changes in and compliance with governmental
      laws and regulations, including various state and federal environmental
      regulations, our ability to obtain additional financing from outside investors
      and/or bank and mezzanine lenders and our ability to generate sufficient
      revenues to cover operating losses and position us to achieve positive cash
      flow.





Readers
      are cautioned not to place undue reliance on the forward-looking statements
      contained herein, which speak only as of the date hereof. We believe the
      information contained in this Form 10-QSB to be accurate as of the date hereof.
      Changes may occur after that date. We will not update that information except
      as
      required by law in the normal course of its public disclosure
      practices.





Additionally,
      the following discussion regarding our financial condition and results of
      operations should be read in conjunction with the financial statements and
      related notes contained in Item 1 of Part I of this Form 10-QSB, as well as
      the
      financial statements in Item 7 of Part II of our Form 10-KSB for the fiscal
      year
      ended December 31, 2006.





MANAGEMENT'S
      PLAN OF OPERATIONS.





**CURRENT
      BUSINESS PLAN**





WE
      have
      the following business model in place and operating: 1. We purchase, renovate,
      develop and sell residential properties. 2. We have an existing media business
      in which we produce infomercials and media stream advertising. The Company
      generates revenue from advertising sponsors seeking to reach a target audience.
      These advertisers pay for their commercial to be aired on The Company’s network
      quality television programs.





RESULTS
      OF OPERATIONS





THREE
      MONTHS ENDED September 30, 2007 COMPARED TO THE THREE MONTHS ENDED September
      30,
      2006.





Total
      income was $38,145 for the three months ended September 30, 2007 compared to
      $7,451 for the prior period. Income in the 2007 period was derived predominately
      from the media business. In 2006, income was derived from the gain on the sale
      of property purchased in the quarter.





General
      and administrative expenses for the three months ended September 30, 2007
      compared to 2006 increased by $315,435 to $525,705 from $210,270 in the prior
      period  due
      mainly to expenses to operate the media business which was present in 2007,
      and
      not in 2006 and an increase in compensation to the Company’s
      officers.





Stock
      for
      services was $28,900 compared to zero in 2006.






9





The
      loss
      from operations increased from a loss of $202,819 for the three months ended
      September 30, 2006 to a loss of $533,532 for the three months ended September
      30, 2007.





Interest
      expense for the three months ended September 30, 2007 was $43,975compared to
      $32,698 in 2006 due to an increase in borrowings.





NINE
      MONTHS ENDED September 30, 2007 COMPARED TO THE NINE MONTHS ENDED September
      30,
      2006





Total
      income was at $313,073 for the nine months ended September 30, 2007 compared
      to
      $7,451 for the prior period. Income in the 2007 period were derived from the
      media business. In 2006, income was derived from the gain on the sale of a
      property.





General
      and administrative expenses for the nine months ended September 30, 2007
      compared to 2006 increased by $346,317 to $695,681 from $349,364 in the prior
      period. The 2007 expenses include the media business plus higher officer
      compensation.





Stock
      for
      Services was $1,322,836 for the nine months ended September 30,
      2007.





The
      loss
      from operations increased to $1,956,747from a loss of $341,913 for the nine
      months ended September 30, 2006.





Interest
      expense for the nine months ended September 30, 2007 was $126,996 as compared
      to
      the same period of $61,149  .








LIQUIDITY
      AND CAPITAL RESOURCES





As
      of
      September 30, 2007, we had a negative working capital of $842,020. Cash used
      in
      operating activities was $703,619 compared to $353,561 for the prior year.
      Cash
      used in investing activities was $88,365 compared to $125,132 in the prior
      year.





Cash
      provided by financing activities was $799,862 compared to $642,855 in the prior
      year. Of the 2007 amount , $192,566
      was from stock subscriptions and $607,296 was from additional notes.. Of the
      2006 amount , $187,854
      was from stock subscription agreements and $478,001 was from additional
      notes.








CRITICAL
      ACCOUNTING POLICIES





The
      preparation of our financial statements in conformity with accounting principles
      generally accepted in the United States requires us to make estimates and
      judgments that affect our reported assets, liabilities, revenues, and expenses,
      and the disclosure of contingent assets and liabilities. We base our estimates
      and judgments on historical experience and on various other assumptions we
      believe to be reasonable under the circumstances. Future events, however, may
      differ markedly from our current expectations and assumptions. A summary of
      our
      critical accounting policies can be found in the notes to our financial
      statements included in our form 10-KSB for the year ended December 31,
      20 06.








OFF-BALANCE
      SHEET ARRANGEMENTS.





We
      do not
      have any off-balance sheet arrangements.







10




**ITEM
      3. CONTROLS AND****PROCEDURES.**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission's rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed by us in the reports that we file under the Exchange
      Act is accumulated and communicated to our management, including our principal
      executive and financial officers, as appropriate to allow timely decisions
      regarding required disclosure.





Evaluation
      of Disclosure and Controls and Procedures. As of the end of the period covered
      by this Quarterly Report, we conducted an evaluation, under the supervision
      and
      with the participation of our chief executive officer and chief financial
      officer, of our disclosure controls and procedures (as defined in Rules
      13a-15(e) of the Exchange Act). Based on this evaluation, our chief executive
      officer and chief financial officer concluded that our disclosure controls
      and
      procedures are effective to ensure that information required to be disclosed
      by
      us in reports that we file or submit under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified in
      Securities and Exchange Commission rules and forms





Changes
      in Internal Controls Over Financial Reporting. There was no change in our
      internal controls, which are included within disclosure controls and procedures,
      during our most recently completed fiscal quarter that has materially affected,
      or is reasonably likely to materially affect, our internal
      controls.








**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**.





None.





**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS.**





None.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





None.





**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.**





None







11






**ITEM
      5. OTHER INFORMATION**





None.








**ITEM
      6. EXHIBITS.**





EXHIBIT
      NO.  IDENTIFICATION
      OF EXHIBIT





31.1                          
      Certification of Chief Executive Officer pursuant to 18 U.S.C. Sec.1350, as
      adopted pursuant to Sec.302 of
      the
      Sarbanes-Oxley Act of 2002.





31.2                           Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Sec.1350, as adopted pursuant
      to Sec.302 of
      the
      Sarbanes-Oxley Act of 2002





32.1                         
      Certification of Chief Executive Officer, pursuant to 18 U.S.C. Sec.1350, as
      adopted pursuant to Sec.906 of
      the
      Sarbanes-Oxley Act of 2002.





32.2                         
      Certification of Chief Financial Officer pursuant to 18 U.S.C. Sec.1350, as
      adopted pursuant to Sec.906 of
      the
      Sarbanes-Oxley Act of 2002.














**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the Registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





THE
      BLACKHAWK FUND


Dated:
      November 5, 2007


By /s/
      Steve Bonenberger


Steve
      Bonenberger, President, Chief


Executive
      Officer and Director


































12