UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


(Check One):   [ ] Form 10-K    [ ] Form 11-K    [ ] Form 20-F    [x] Form 10-Q
               [ ] Form N-SAR

               For Period Ended: June 30, 2008

     [ ] Transition Report on Form 10-K

     [ ] Transition Report on Form 20-F

     [ ] Transition Report on Form 11-K

     [ ] Transition Report on Form 10-Q

     [ ] Transition Report on Form N-SAR

          For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:

                                     PART I
                             REGISTRANT INFORMATION


The Blackhawk Fund
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Full Name of Registrant



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Former Name if Applicable



1802 N. Carson Street, Suite 212-3018
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Address of Principal Executive Office (Street and Number)

Carson City, NV 89701
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City, State and Zip Code



                                     PART II
                             RULE 12b-25(b) AND (c)

      If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)

      (a)   The reasons described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

[x]   (b)   The subject annual report, semi-annual report, transition report
            will be filed on or before the 15th calendar day following the
            prescribed due date; or the subject quarterly report or transition
            report on Form 10-Q, or portion thereof will be filed on or before
            the fifth calendar day following the prescribed due date; and

      (c)   The accountant's statement or other exhibit required by Rule
            12b-25(c) has been attached if applicable.





                                    PART III
                                   NARRATIVE

      State below in reasonable detail the reasons why the Form 10-K, 11-K,
20-F, 10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period.

      There will be a delay in filing the Company's Quarterly Report on Form
10-Q for the quarterly period ended June 30, 2008 because the Company needs
additional time to complete the report and its auditors need additional time to
complete the review of the Company's financial statements for the quarterly
period ended June 30, 2008.


                                     PART IV
                                OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this
      notification

     Frank Marshik                    (775)                     887-0670
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        (Name)                     (Area Code)             (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                                 [x] Yes  [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                                 [ ] Yes  [x] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.


                               The Blackhawk Fund
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


Date   August 14, 2008             By  /s/ Frank Marshik
     -------------------               -----------------------------------------
                                           Frank Marshik
                                           President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.