Unassociated Document
THE
BLACKHAWK FUND
1802
N.
Carson Street, Suite 212
Carson
City, NV 89701
July
2,
2008
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporate Finance
Washington,
D.C. 20549
Attn:
John Zitko, Esq.
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Re:
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The
Blackhawk Fund (the “Company”)
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Registration
Statement on Form SB-2
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SEC
File No. 333-142051
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Dear
Mr.
Zitko:
The
Blackhawk Fund, a Nevada corporation (the “Company”), hereby requests, pursuant
to Rule 477 under the Securities Act of 1933, as amended, to withdraw from
registration the Registration Statement on Form SB-2 (File No. 333-142051)
(the
“Registration Statement”), originally filed by the Company with the Securities
and Exchange Commission (the “Commission”) on April 11, 2007. This request has
been filed because the Company has determined that it will not proceed with
the
Investment Agreement with Private Equities Fund, II, LP. As such, the Company
will not be issuing any shares of its common stock under the Investment
Agreement and there will be no shares to be registered pursuant to the
Registration Statement. No shares of common stock were sold pursuant to the
Registration Statement.
The
Company requests that the Commission consent to this application on the grounds
that the withdrawal of the Registration Statement is consistent with the public
interest and the protection of investors, as contemplated by paragraph (a)
of
Rule 477.
Please
provide the Company with a copy of the order granting withdrawal of the
Registration Statement as soon as it is available. If you have any questions
regarding this request for withdrawal, please contact Marc A. Indeglia of
Indeglia & Carney, counsel for the Company, at (949) 679-9545.
Very
truly yours,
/s/
Frank
Marshik
Frank
Marshik
President
cc: Marc
A.
Indeglia, Esq.