Unassociated Document
Commission File Number: 000-49672
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 12b-25

NOTIFICATION OF LATE FILING
           
(Check one):
□ Form 10-K
□ Form 20-F
□ Form 11-K
x Form 10-Q
□ Form N-SAR
 
     
    For Period Ended: March 31, 2009  
       
  □
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
   
Full Name of Registrant:
Former Name if Applicable:
The Blackhawk Fund
 
Address of Principal Executive Office (Street and Number):
1802 N. Carson Street, Suite 212-3018
City, State and Zip Code:
Carson City, NV 89701
   
PART II  -  RULES 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;
     
T (b)
The subject annual report, semi-annual report, transition report on Forms 10-K, 20-F, 11-K, Form N-SAR, or portion thereof, 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 Forms 10-KSB, 11-K, 20-F, 10-QSB, N-SAR, or the transition report 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 March 31, 2009 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 March 31, 2009.

PART IV  -  OTHER INFORMATION
   
(1)
Name and telephone number of person to contact in regard to this notification:
   

 
Frank Marshik
  
(775) 887-0670
 
(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 reports) been filed?  If answer is no, identify report(s): x   Yes     o   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:
o 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
____________________________________________________________________________________
 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
     
       
Date: May 15, 2009   
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.