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, 2006





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, 2006, the issuer had
      30,209,007 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, 2006 and December 31, 2005
      (unaudited)......................................... 3


Statements
      of Operations for the three and nine months ended September 30, 2006 and
      2005


(unaudited).......................................................................................................................................................... 4


Statements
      of Cash Flows for the nine months ended September 30, 2006 and 2005
      (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..................................................................................................................................... 10





PART
      II -
      OTHER
      INFORMATION............................................................................................................................... 12





Item
      1.
      Legal
      Proceedings................................................................................................................................................ 12





Item
      2.
      Unregistered Sales of Equity Securities and Use of
      Proceeds...................................................................... 12





Item
      3.
      Defaults Upon Senior Securities
      ....................................................................................................................... 12





Item
      4.
      Submission of Matters to a Vote of Security
      Holders.................................................................................... 12





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
                31,2006
            
            2005ASSETSCash
            
            
            
            
            
            $
                176,871
            
            $
                12,709Total
                current assets
            
            
            
            176,871
            
            12,709Property
                - held-for-sale
            
            
            1,628,583
            
            -TOTAL
                ASSETS
            
            
            
            
            
            $
                1,805,454
            
            $
                12,709LIABILITIES
                AND STOCKHOLDERS' DEFICITLIABILITIESAccounts
                payable and accrued liabilities
            
            $
                10,033
            
            $
                6,080Notes
                payable - related party
            
            
            532,496
            
            77,495Total
                current liabilities
            
            
            542,529
            
            83,575Note
                payable
            
            
            
            
            1,496,000
            
            -Commitments
                and contingencies
            
            
            
            -
            
            -STOCKHOLDERS'
                DEFICITPreferred
                stock, $.001 par value:Series
                A: Authorized 20,000,000no
                shares issued and 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, $.001 par value, 4,000,000,000 sharesauthorized,
                30,209,007 and 3,209,007 sharesissued
                and outstanding
            
            30,209
            
            3,209Additional
                paid in capital
            
            
            
            34,641,226
            
            34,457,058Stock
                subscriptions receivable
            
            
            
            (1,315)
            
            (40,000)Retained
                deficit
            
            
            
            
            (34,923,195)
            
            (34,520,133)Total
                Stockholders' Deficit
            
            (233,075)
            
            (70,866)TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
                1,805,454
            
            $
                12,709





See
      accompanying notes to financial statements.


3


THE
      BLACKHAWK FUND


STATEMENTS
      OF OPERATIONS


For
      the
      Three Months and Nine Months


Ended
      September 30, 2006 and 2005


(Unaudited)




Three
                Months Ended
            
            Nine
                Months EndedSeptember
                30,
            
            September
                30,2006
            2005
            
            2006
            2005Income:Gain
                on sale of property
            $
                7,451
            $
                -
            
            $
                7,451
            $
                -Consulting
            
            -
            10,899
            
            -
            22,550Total
            
            7,451
            10,899
            
            7,451
            22,550Expenses:General
                & administrative
            210,270
            69,694
            
            349,364
            4,753,907Loss
                from operations
            (202,819)
            (58,795)
            
            (341,913)
            (4,731,357)Interest
                expense
            32,698
            -
            
            61,149
            -Net
                loss
            $
                (235,517)
            $
                (58,795)
            
            $
                (403,062)
            $
                (4,731,357)Basic
                and diluted loss per share
            $
                (0.01)
            $
                (0.05)
            
            $
                (0.03)
            $
                (5.60)Weighted
                average shares outstanding
            23,274,941
            1,209,012
            
            14,824,392
            845,068
































See
      accompanying notes to financial statements.


4


THE
      BLACKHAWK FUND


STATEMENTS
      OF CASH FLOWS


For
      the
      Nine Months Ended September 30, 2006 and 2005


(Unaudited)


2006
            2005CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            
            $
                (403,062)
            $
                (4,731,357)Adjustments
                to reconcile net loss to netcash
                used in operating activities:Stock
                issued for services
            53,000
            4,014,700Stock
                option expense
            -
            401,122Gain
                on sale of property
            (7,451)
            -Changes
                in:Accounts
                payable and accrued liabilities
            3,952
            6,850NET
                CASH USED IN OPERATING ACTIVITIES
            (353,561)
            (308,635)CASH
                FLOWS FROM INVESTING ACTIVITIESPurchase
                of buildings
            (272,583)
            -Proceeds
                from sale of building
            147,451NET
                CASH USED IN INVESTING ACTIVITIES
            (125,132)
            -CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from stock issuances/subscriptions
            182,854
            292,813Proceeds
                from stock sales
            5,000
            -Proceeds
                from note payable - related party
            478,001
            31,063Payments
                on note payable - related party
            (23,000)
            (5,863)NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            642,855
            318,013NET
                CHANGE IN CASH
            
            164,162
            9,328CASH
                BALANCES-Beginning
                of period
            
            12,709
            --End
                of period
            
            $
                176,871
            $    
                1,291Supplemental
                disclosures:Interest
                paid
            
            $  
                51,115
            -Income
                taxes paid
            
            -
            -NON-CASH
                INVESTING AND FINANCING ACTIVITIESMortgage
              liability assumed on home
            $1,000,000
            -Conversion
                of 10,000 preferred shares to common
            $    
                 9,000
            -








See
      accompanying notes to financial statements.






5


THE
      BLACKHAWK FUND


NOTES
      TO
      FINANCIAL STATEMENTS


(Unaudited)








NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis
      of
      Presentation





The
      accompanying unaudited interim financial statements of The Blackhawk Fund 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 2005 as reported in the 10-KSB
      have been omitted.





Use
      of
      Estimates





The
      preparation of these financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the financial statements and the reported amount of revenues and
      expenses during the reporting period. Actual results could differ from those
      estimates.





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, Blackhawk 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, 2006 includes compensation expense for
      all
      share based payments granted on or prior to, but not yet vested as of December
      31, 2005, based on the grant date fair value estimated in accordance with the
      original provisions of FAS 123, and compensation costs 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 September 30, 2006, Blackhawk did not make any stock
      option grants and therefore did not recognize any stock based compensation
      expense.





Blackhawk
      granted 925,000 options to purchase common stock to employees during the
      nine months ended September 30, 2005. All options vested immediately, have
      an
      exercise price of 85 percent of market value on the date of grant and expire
      10
      years from the date of grant. Blackhawk recorded compensation expense of
      $401,122 under the intrinsic value method during the nine months ended September
      30, 2005.




The
      following table illustrates the effect on net loss and net loss per share if
      Blackhawk had applied the fair value provisions of FAS No. 123, to stock-based
      employee compensation.


Three
                Months Ended
            Nine
                MonthsEndedSeptember
                30, 2005
            September
                30, 2005Net
                loss as reported
            
            $
                (58,795)
            $
                (4,731,357)Add:
                stock based compensationdetermined
                under intrinsicvalue-based
                method
            -
            401,122Less:
                stock-based compensationdetermined
                under fairvalue-based
                method
            
            (2,674,146)Pro
                forma net loss
            $
                (58,795)
            $
                (7,004,381)




Three
                Months Ended
            Nine
                Months EndedSeptember
                30, 2005
            September
                30,2005Basic
                and diluted net loss per common shareAs
                reported
            $
                (0.05)
            $
                (5.60)Pro
                forma
            
            $
                (0.05)
            $
                (8.29)







6


THE
        BLACKHAWK FUND
 NOTES
        TO
        FINANCIAL STATEMENTS
 (Unaudited)
 
 NOTE
          2 -
          STOCK BASED COMPENSATION, Continued




The
      weighted average fair value of the stock options granted during 2005 was $.004.
      Variables used in the Black-Scholes option-pricing model include (1) 1.5%
      risk-free interest rate (2) expected option life is the actual remaining life
      of
      the options as of each period end, (3) expected volatility was 728% and (4)
      zero
      expected dividends.





NOTE
      3 -
      PROPERTY - HELD FOR SALE





In
      late
      March 2006, Blackhawk purchased a condominium located in Carlsbad, California
      for $625,083. Blackhawk intends to renovate and sell the condo. Since Blackhawk
      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 of cost or fair value (net of expected sales costs) during the renovation
      period and will not be depreciated.





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





During
      the quarter ended September 30, 2006, Blackhawk purchased for $140,000 and
      sold
      for $147,451 a condominium in Florissant, Missouri resulting in a net gain
      on
      sale of $7,451.





NOTE
      4 -
      COMMON STOCK





During
      the nine months ended September 30, 2006, Blackhawk issued 16 million shares
      of
      common stock at par value pursuant to a stock subscription agreement. As of
      September 30, 2006 Blackhawk had not received $1,315 due under the stock
      subscription agreement and has therefore reflected it as stock subscription
      receivable (a contra equity account).





On
      November 7, 2005, Blackhawk’s board of directors declared an 800 to 1 reverse
      stock split for shareholders of record as of November 17, 2005. All shares
      and
      per share information has been retroactively restated in the financial
      statements to reflect the reverse split.





On
      September 18, 2006, Blackhawk signed an Investment Agreement with Dutchess
      Private Equities Fund, II, L.P. (the “Investor”). Pursuant to this agreement,
      the Investor committed to purchase up to $10,000,000 of Blackhawk's common
      stock
      over the course of thirty-six (36) months. The amount that Blackhawk is entitled
      to request from each purchase (“Put”) shall be equal to, at Blackhawk's
      election, either (i) $250,000 or (ii) 200% of the average daily volume (U.S.
      market only) of the common stock for the ten (10) trading days prior to the
      applicable put notice date, multiplied by the average of the three (3) daily
      closing bid prices immediately preceding the put date. The put date is the
      date
      that the Investor receives a put notice of a draw down by Blackhawk. The
      purchase price is set at ninety-three percent (93%) of the lowest closing Best
      Bid price of the common stock during the pricing period. The pricing period
      is
      the five (5) consecutive trading days immediately after the put notice date.
      There are Put restrictions applied on days between the put date and the closing
      date with respect to that particular Put. During this time, Blackhawk is not
      entitled to deliver another put notice. Further, Blackhawk reserves the right
      to
      withdraw that portion of the Put that is below seventy-five percent (75%) of the
      lowest closing bid pirces for the 10-trading day period immediately preceding
      each put notice. No shares have been issued under this agreement as of
      September 30, 2006.





On
      July
      20, 2006, Blackhawk issued 2 million shares of common stock for services at
      a
      value of $40,000.





On
      August
      22, 2006, Blackhawk converted 1 million shares of Series A Preferred Stock
      for
      10 million shares of common stock.





On
      September 12, 2006, Blackhawk issued 1 million shares of common stock for
      services at a value of $13,000.







7




THE
        BLACKHAWK FUND
 NOTES
        TO
        FINANCIAL STATEMENTS
 (Unaudited)


NOTE
      5 -
      MORTGAGES PAYABLE





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





In
      conjunction with the joint venture property described in Note 3 above, Blackhawk
      assumed a 50% interest and corresponding promissory note debt for $1,000,000.
      Terms include a fixed interest rate of 7.25% and interest only payments for
      120
      payments. Monthly payments are presently $6,042.





NOTE
      6 -
      RELATED PARTY TRANSACTIONS





During
      the nine months ended September 30, 2006 Blackhawk made payments totaling
      $110,000 to entities controlled by the CEO and CFO for consulting
      services.





NOTE
      7 -
      SUBSEQUENT EVENT





In
      October 2006, Blackhawk purchased residential property in St. Louis, Mo. for
      $114,000 to renovate and sell.
























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, 2005.





MANAGEMENT'S
      PLAN OF OPERATIONS.





CURRENT
      BUSINESS PLAN





The
      Blackhawk Fund operates as a business and property development Company, by
      incubating developing and acquiring portfolio companies that are synergistic
      with Blackhawk’s business model. Blackhawk takes a lead role in the financing,
      development and management of these portfolio companies in return for an equity
      interest.


In
      addition Blackhawk identifies undervalued and foreclosed properties, purchases
      them then renovates to sell on the open market.





RESULTS
      OF OPERATIONS





THREE
      MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE THREE MONTHS ENDED
      SEPTEMBER 30, 2005.





Total
      income was $7,451 for the three months ended September 30, 2006 compared to
      $10,899 for the prior period. Income in the 2005 period was derived from
      consulting fees. 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, 2006
      compared to 2005 increased by $140,576 to $210,270 from $69,694 in the prior
      period due mainly to stock issued for services of $53,000 and investor expenses
      of $40,416 for the three months ended September 30, 2006 compared to $0 for
      the
      three months ended September 30, 2005..





The
      loss
      from operations increased from a loss of $58,795 for the three months ended
      September 30, 2005 to a loss of $202,819 for the three months ended September
      30, 2006.





Interest
      expense for the three months ended September 30, 2006 was $32,698 compared
      to $0
      in 2005 due to the increase in notes payale to $1,496,000 in 2006 compared
      to $0
      in 2005.





NINE
      MONTHS ENDED SEPTEMBER 30, 2006 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
      30,
      2005





Total
      income was at $7,451 for the nine months ended September 30, 2006 compared
      to
      $22,550 for the prior period. Income in the 2005 period were derived from
      consulting fees. 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, 2006
      compared to 2005 decreased by $4,404,543 to $349,364 from $4,753,907 in the
      prior period. The 2005 expenses include a $3,995,000 charge for compensation
      expense on 124,844 shares issued in conversion of Preferred A shares into Common
      shares and a $19,700 charge for 158,750 shares issued for services.





The
      loss
      from operations decreased from a loss of $4,731,357 to a loss of $341,913 for
      the nine months ended September 30, 2006.





Interest
      expense for the nine months ended September 30, 2006 was $61,149 as compared
      to
      the same period of $0 due to the increase in notes payable to $1,496,000 in
      2006
      compared to $0 in 2005.








9




LIQUIDITY
      AND CAPITAL RESOURCES





As
      of
      September 30, 2006, we had a negative working capital of $365,658. Cash used
      in
      operating activities was $353,561 compared to $308,635 for the prior year.
      Cash
      used in investing activities was $125,132 compared to $0 in the prior year.
      The
      cash used in investing activities related to the condominium purchase and
      residential home acquired in March and June 2006, net of the proceeds from
      a
      property purchased and sold during the third quarter.





Cash
      provided by financing activities was $642,855 compared to $318,013 in the prior
      year. Of the 2006 amount $182,854 was from stock subscriptions and $478,001
      was
      from related party advances. Of the 2005 amount $292,813 was from stock
      subscription agreements.




CRITICAL
      ACCOUNTING POLICIES





The
      preparation of our consolidated 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 05.




OFF-BALANCE
      SHEET ARRANGEMENTS.





We
      do not
      have any off-balance sheet arrangements.





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.









10




PART
      II -
      OTHER INFORMATION





ITEM
      1.
      LEGAL PROCEEDINGS.





Reference
      is made to our Annual Report for the year ended December 31, 2005 filed with
      the
      Commission on February 28, 2006.





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





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.








11








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 12, 2006


By /s/
      Steve Bonenberger


Steve
      Bonenberger, President, Chief


Executive
      Officer and Director












































12