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 June 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 June 30, 2006, the issuer had 17,209,007
      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 June 30, 2006 and December 31, 2005
      (unaudited) 3


Statement
      of Operations for the three and six months ended June 30, 2006 and 2005
      (unaudited) 4


Statement
      of Cash Flows for the six months ended June 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 11





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





CERTIFICATION
      PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
      2002 13


CERTIFICATION
      PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF
      2002 14


CERTIFICATION
      PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
      2002 15


CERTIFICATION
      PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
      2002 16


2


**PART
      I - FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS.**








THE
      BLACKHAWK FUND


BALANCE
      SHEETS


(Unaudited)





June
                30,
            
            December
                31,2006
            
            2005ASSETSCash
            
            
            
            
            
            $
                34,629
            
            $
                12,709Total
                current assets
            
            
            
            34,629
            
            12,709Property
                - held-for-sale
            
            
            1,628,583
            
            -TOTAL
                ASSETS
            
            
            
            
            
            $
                1,663,212
            
            $
                12,709LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)LIABILITIESAccounts
                payable and accrued liabilities
            
            $
                5,274
            
            $
                6,080Notes
                payable-related party
            
            
            212,496
            
            77,495Total
                current liabilities
            
            
            217,770
            
            83,575Long
                term liabilityNote
                payable
            
            
            
            
            1,496,000
            
            -Total
                Liabilities
            
            
            
            
            1,713,770
            
            83,575Commitments
                and contingencies
            
            
            
            -
            
            -STOCKHOLDERS'
                DEFICITPreferred
                stock, $.001 par value:Series
                A: Authorized 20,000,0009,000,000
                issued and outstanding
            
            9,000
            
            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,
                17,209,007 and 3,209,007 sharesissued
                and outstanding
            
            17,209
            
            3,209Additional
                paid in capital
            
            
            
            34,592,226
            
            34,457,058Stock
                subscriptions receivable
            
            
            
            (1,315)
            
            (40,000)Retained
                Deficit
            
            
            
            
            (34,687,678)
            
            (34,520,133)Total
                Stockholders' Deficit
            
            (50,558)
            
            (70,866)TOTAL
                LIABILITIES AND STOCKHOLDERS' DEFICIT
            $
                1,663,212
            
            $
                12,709



















See
      accompanying notes to financial statements.


3


THE
      BLACKHAWK FUND


STATEMENTS
      OF OPERATIONS


For
      the
      Three Months and Six Months


Ended
      June 30, 2006 and 2005


(Unaudited)






Three
        Months Ended  Six
        Months Ended
 June
        30,  June
        30,
 2006 2005  20062005
  Revenue   $-$8,533   $  -$11,651
 Expenses:
 General
&
          administrative  106,151   85,574  39,094   4,684,213
 Interest expense   25,186 - 28,451 -
   Net
          Loss                                       
$   
(131,337)             $ 
(77,041)                        
$   (167,545)      $(4,672,562)
 =========          
=========                        
==========  ==========
 
 
 Basic
          and diluted
          loss
 per
          share      
          $            
(.01)  $        
 (.07)   $       
           (.02) $        (7.08)
 
 Weighted
          average
          shares
 Outstanding                                     
          14,736,479               
1,079,651                          
10,678,620            
660,080








See
      accompanying notes to financial statements.


4


THE
      BLACKHAWK FUND


STATEMENTS
      OF CASH FLOWS


For
      the
      Six Months Ended June 30, 2006 and 2005


(Unaudited)







2006  2005


--------  --------


CASH
      FLOWS FROM OPERATING ACTIVITIES


Net
      loss  $
      (167,545)  $(4,672,562)


Adjustments
      to reconcile net loss to net


cash
      used
      in operating activities:


Stock
      issued for services -  4,014,700


Stock
      option expense -  401,122


Changes
      in:


Accounts
      payable  (806) 6,355


------------  --------------


NET
      CASH
      USED IN OPERATING ACTIVITIES  (
      168,351)  (250,385)


-----------  ---------------





CASH
      FLOWS FROM INVESTING ACTIVITIES


Advances
      to related party  - (46,000)


Purchase
      of buildings  (132,583) -


------------  ------------


NET
      CASH
      USED IN


INVESTING
      ACTIVITIES  (132,583)  (46,000)


-----------  -----------





CASH
      FLOWS FROM FINANCING ACTIVITIES


Proceeds
      from stock issuances/subscriptions  187,853  292,813


Proceeds
      from note payable - related party  158,001  4,863


Payments
      on loan payable - related party  (23,000)


-------------  ------------


NET
      CASH
      PROVIDED BY FINANCING ACTIVITIES  322,854  297,676


-------------  ------------


NET
      CHANGE IN CASH  21,920  1,291





CASH
      BALANCES


-Beginning
      of period  12,709  -


-------------  -------------


-End
      of
      period  $
      34,629  $   
       1,291


========  ========


Supplemental
      disclosures:


Interest
      paid  $ 23,177  $          
       -


Income
      taxes paid  -  -





NON-CASH
      INVESTING AND FINANCING ACTIVITIES


Purchase
      of fixed assets through financing  $
      1,496,000  $          
       -











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 2005 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, 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 six months ended June 30, 2006, the Company 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 six
      months ended June 30, 2005. All options vest 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 six months ended June 30, 2005.

































6








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  Six                  
      Months Ended


June
      30,  June
      30,


2005   2005


_______________________________________




Net
      loss as
      reported   $ (77,041)       
$
            (4,672,562)


Add:
      stock based compensation


determined
      under intrinsic
      value-


based
      method                                                        
7,860                                  
401,122


Less:
      stock based compensation


determined
      under fair
      value- based
      method           
(52,400)                            
(2,674,146)


-----------                               
-----------


Pro forma net
      loss                                               
$   
(121,581)                         
$ (6,945,586)


===========                     
      ==========








Three
      Months
      EndedSix                  
      Months Ended


June
      30,  June
      30,


2005   2005







Basic
      and
      diluted net loss


per
      common share:


As
      reported   $(.07)   $( 7.08)


Pro forma  $(.11)   $(10.52)







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 -
      PROPERTIES- 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 of cost or fair value (net of expected sales costs) during
      the renovation period and will not be depreciated.





In
      June
      of 2006, the Company entered into a joint venture with another group to renovate
      and then sell a residential home located in Oceanside, California. The Company
      is a 50% joint venture partner, but has the rights 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 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.


7




NOTE
      4 -
      COMMON STOCK





During
      the six months ended June 30, 2006, the Company issued 14 million shares of
      common stock at par value pursuant to a stock subscription agreement. As of
      June
      30, 2006 the Company 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, the Company’s board of directors declared a 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.





NOTE
      5-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 six 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 payment will be $3,225 and may change
      beginning on April 1, 2008. The note is personally guaranteed by the Company’s
      president.





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





NOTE
      6 -
      RELATED PARTY TRANSACTIONS





During
      the quarter ended June 30, 2006 the Company made payments totaling $70,000
      to
      entities controlled by the CEO and CFO for consulting services.





NOTE
      7 -
      SUBSEQUENT EVENT





In
      July
      2006, the Company purchased residential property in St. Louis, Mo. for $138,000
      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**





Our
      current purpose is to seek, investigate and, if such investigation warrants,
      acquire an interest in business opportunities presented to us by persons or
      firms who or which desire to seek the perceived advantages of a corporation
      which is registered under the Securities Exchange Act of 1934, as amended.
      We do
      not restrict our search to any specific business; industry or geographical
      location and we may participate in a business venture of virtually any kind
      or
      nature.





We
      may
      seek a business opportunity with entities which have recently commenced
      operations, or which wish to utilize the public marketplace in order to raise
      additional capital in order to expand into new products or markets, to develop
      a
      new product or service or for other corporate purposes. We may acquire assets
      and establish wholly owned subsidiaries in various businesses or acquire
      existing businesses as subsidiaries.





As
      part
      of our investigation of potential merger candidates, our officers and directors
      will meet personally with management and key personnel, may visit and inspect
      material facilities, obtain independent analysis or verification of certain
      information provided, check references of management and key personnel and
      take
      other reasonable investigative measures, to the extent of our financial
      resources and management expertise. The manner in which we participate in an
      opportunity will depend on the nature of the opportunity, the respective needs
      and desires of us and other parties, the management of the opportunity, our
      relative negotiation strength and that of the other management.





We
      intend
      to concentrate on identifying preliminary prospective business opportunities
      that may be brought to our attention through present associations of our
      officers and directors, or by our shareholders. In analyzing prospective
      business opportunities, we will consider such matters as the available
      technical, financial and managerial resources; working capital  9


and
      other financial requirements; history of operations, if any;
      prospects for
      the
      future; nature of present and expected competition; the quality and experience
      of management services which may be available and the depth of that management;
      the potential for further research, development or exploration; specific risk
      factors not now foreseeable but which then may be anticipated to impact our
      proposed activities; the potential for growth or expansion; the potential for
      profit; the perceived public recognition or acceptance of products, services
      or
      trades; name identification; and other relevant factors.





Our
      officers and directors will meet personally with management and key personnel
      of
      the business opportunity as part of their investigation. We will not acquire
      or
      merge with any company for which audited financial statements cannot be obtained
      within a reasonable period of time after closing of the proposed transaction,
      as
      required by the Exchange Act.





We
      will
      not restrict our search to any specific kind of firms, but may acquire a venture
      which is in its preliminary or development stage, which is already in operation,
      or which is in essentially any stage of its corporate life. It is impossible
      to
      predict at this time the status of any business in which we may become engaged,
      in that such business may need to seek additional capital, may desire to have
      its shares publicly traded or may seek other perceived advantages which we
      may
      offer.





**RESULTS
      OF OPERATIONS**


**THREE
      MONTHS ENDED JUNE 30, 2006 COMPARED TO THE THREE MONTHS ENDED JUNE
      30,**


**2005.**





Total
      net
      sales and revenues were at $0 for the three months ended June 30, 2006 compared
      to $8,533 for the prior period. Revenues in the 2005 period were derived from
      consulting fees.





General
      and administrative expenses for the three months ended June 30, 2006 compared
      to
      2005 increased by $20,577 to $106,151 from $85,574 in the prior period.





Operating
      loss increased from a loss of $77,041 to a loss of $131,337 for the three months
      ended June 30, 2006.





Interest
      expense for the three months ended June 30, 2006 was $25,186 compared to $0
      in
      2005.





SIX
      MONTHS ENDED JUNE 30, 2006 COMPARED TO THE SIX MONTHS ENDED JUNE
      30,


2005.





Total
      net
      sales and revenues were at $0 for the six months ended June 30, 2005 compared
      to
      $11,651 for the prior period. Revenues in the 2005 period were derived from
      consulting fees.





General
      and administrative expenses for the six months ended June 30, 2006 compared
      to
      2005 decreased by $4,545,119 to $139,094 from $4,684,213 in the prior period.
      The 2005 expenses include a $3,995,000 charge for compensation expense on
      99,875,000 shares issued in conversion of Preferred A shares into Common shares
      and a $19,700 charge for 127,000,000 shares issued for services.





Operating
      loss decreased from a loss of $4,672,562 to a loss of $167,545 for the six
      months ended June 30, 2006.





Interest
      expense for the six months ended June 30, 2006 was $28,451 as compared to the
      same period of $0.























10





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of
      June 30, 2006, we had a negative working capital of $183,141. Cash used in
      operating activities was $8,351 compared to $250,385 for the prior year.Cash
      used in investing activities was $292,565 compared to $46,000 in the prior
      year.
      The cash used in investing activities related to the condominium purchase and
      residential home acquired in March and June 2006.





Cash
      provided by financing activities was $322,856 compared to $297,656 in the prior
      year. Of the 2006 amount $187,855 was from stock subscription raises and
      $135,001 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, except that adjustments
      were
      required by our auditors in their review. We are reviewing our accounting
      department procedures to ensure that future adjustments in these areas are
      not
      required.





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.








11








**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.





**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
      August 9, 2006


By /s/
      Steve Bonenberger


Steve
      Bonenberger, President, Chief


Executive
      Officer and Director













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