UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

o QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31st, 2011

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _________ to __________

Commission file number 000-130048

	Black Hawk Exploration
(Exact name of small business issuer as specified in its charter)

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.) 27-0670160

	1174 Manito NW, PO Box 363, Fox Island, WA 98333
(Address of principal executive offices)

	(253) 973-7135
(Issuer’s telephone number)

	N/A
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer: (1) 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No o

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

63,581,721 common shares issued and outstanding as at May 31, 2011

Transitional Small Business Disclosure Format (Check one): Yes o No o

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

PART I

Item 1. Financial Statements

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Consolidated Balance Sheets

ASSETS

	May 31,				August 31,
		2011				2010
	(Unaudited)

CURRENT ASSETS

Cash		$	7,540			$	60,420
Marketable securities			10,000				-
Short-term receivables			20,000				-
Prepaid expenses			53,191				-

Total Current Assets			90,731				60,420

FIXED ASSETS, Net			64,454				-

OTHER ASSETS

Mineral properties			541,881				350,171

Total Other Assets			541,881				350,171

TOTAL ASSETS		$	697,066			$	410,591


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable		$	350			$	12,800
Notes payable, net			600,000				-

Total Current Liabilities			600,350				12,800

STOCKHOLDERS' EQUITY

Common stock, 300,000,000 shares authorized at
par value of $0.001; 63,581,721 and 60,488,993
shares issued and outstanding, respectively			63,581				60,489
Additional paid-in capital			2,325,036				1,740,241
Deficit accumulated during the exploration stage			(2,291,901	)			(1,402,939	)

Total Stockholders' Equity			96,716				397,791

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY		$	697,066			$	410,591

The accompanying notes are an integral part of these financial statements.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

															From Inception
															on April 14,
	For the Three Months Ended							For the Nine Months Ended							2005 Through
		May 31,							May 31,							May 31,
		2011			2010				2011			2010				2011

REVENUES		$	-		$	-			$	-		$	-			$	-
COST OF SALES						-							-				-

GROSS MARGIN			-			-				-			-				-

OPERATING EXPENSES

Mineral development expenses			88,703			94,917				277,113			163,811				515,506
General and administrative			99,150			68,913				329,413			321,371				969,397
Impairment of investments			30,000			-				30,000			-				30,000
Professional fees			73,465			-				202,470			-				202,470
Impairment of mineral properties			-			-				-			-				524,562

Total Operating Expenses			291,318			163,830				838,996			485,182				2,241,935

NET LOSS FROM OPERATIONS			(291,318	)		(163,830	)			(838,996	)		(485,182	)			(2,241,935	)

OTHER EXPENSES

Gain on sale of mineral properties			54,554			-				54,554			-				54,554
Interest expense			(29,974	)		-				(104,520	)		-				(104,520	)

LOSS BEFORE INCOME TAXES			(266,738	)		(163,830	)			(888,962	)		(485,182	)			(2,291,901	)

PROVISION FOR INCOME TAXES			-			-				-			-				-

NET LOSS		$	(266,738	)	$	(163,830	)		$	(888,962	)	$	(485,182	)		$	(2,291,901	)

BASIC AND DILUTED LOSS
PER COMMON SHARE		$	(0.00	)	$	(0.00	)		$	(0.01	)	$	(0.01	)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING			63,233,721			60,286,361				62,393,705			59,637,353

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Consolidated Statements of Stockholders' Equity

								Deficit
								Accumulated
					Additional			During the			Total
	Common Stock				Paid-in			Exploration			Stockholders'
	Shares		Amount		Capital			Stage			Equity
Balance August 31, 2009		59,201,428		59,201		687,099			(696,100	)		50,200

Common stock issued for cash		770,588		771		654,229						655,000

Common stock issued for purchase of
mineral property		250,000		250		249,750			-			250,000

Common stock issued for services		266,977		267		149,163			-			149,430

Net loss for the year ended
August 31, 2010		-		-		-			(706,839	)		(706,839	)

Balance, August 31, 2010		60,488,993		60,489		1,740,241			(1,402,939	)		397,791

Common stock issued for cash (unaudited)		2,272,728		2,273		497,727			-			500,000

Stock offering costs (unaudited)		-		-		(55,000	)		-			(55,000	)

Common stock issued for mineral property lease
costs (unaudited)		100,000		100		14,900			-			15,000

Common stock isued for services		720,000		720		100,080			-			100,800

Compenstation expense recognized on stock
options granted (unaudited)		-		-		27,088			-			27,088

Net loss for the nine months ended
May 31, 2011 (unaudited)		-		-		-			(888,962	)		(888,962	)

Balance, May 31, 2011 (unaudited)		63,581,721	$	63,582	$	2,325,036		$	(2,291,901	)	$	96,717

The accompanying notes are an integral part of these financial statements.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

								From Inception
								on April 14,
		For the Nine Months Ended						2005 Through
		May 31,						May 31,
		2011			2010			2011

OPERATING ACTIVITIES

Net loss	$	(888,962	)	$	(485,182	)	$	(2,291,901	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation		5,542			-			5,542
Impairment of mineral property costs		-			-			524,562
Common stock issued for mineral lease cost		15,000			-			194,430
Impairment of investment		30,000			-			30,000
Gain on sale of mineral properties		(54,553	)		-			(54,553	)
Amortization of services prepaid with common stock		71,112			140,633			41,049
Compensation expense on warrants granted		27,088			-			27,088
Amortization of discount on notes payable		100,000			-			100,000
Changes in operating assets and liabilities:
Restricted cash		-			(22,474	)		-
Prepaid expenses		(23,503	)		4,029			(79,761	)
Accounts payable		(12,452	)		-			348

Net Cash Used in Operating Activities		(730,728	)		(362,994	)		(1,503,196	)

INVESTING ACTIVITIES
Purchase of automobiles		(69,995	)		-			(69,995	)
Sale of mineral properties		78,050			-			78,050
Purchase of mineral properties		(275,207	)		(75,000	)		(631,619	)

Net Cash Used in Investing Activities		(267,152	)		(75,000	)		(623,564	)

FINANCING ACTIVITIES

Bank overdraft		-			-			-
Proceeds from notes payable		800,000			-			800,000
Repayment of notes payable		(300,000	)		-			(300,000	)
Stock offering costs		(55,000	)		-			(55,000	)
Common stock issued for cash		500,000			655,000			1,689,300

Net Cash Provided by Financing Activities		945,000			655,000			2,134,300

NET INCREASE IN CASH		(52,880	)		217,006			7,540
CASH AT BEGINNING OF PERIOD		60,420			13,000			-

CASH AT END OF PERIOD	$	7,540		$	230,006		$	7,540

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	4,500		$	-		$	4,500
Income Taxes	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON CASH TRANSACTIONS:

Common stock issued for prepaid services	$	100,800		$	-		$	100,800
Common stock issued for mineral properties	$	-		$	250,000		$	250,000
Marketable securities and short-term receivables
exchanged for sale of mineral properties	$	60,000		$	-		$	60,000
Reclassification of deposit to mineral property	$	-		$	21,471		$	21,471

The accompanying notes are an integral part of these financial statements.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

May 31, 2011 and August 31, 2010

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at May 31, 2011, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's August 31, 2010 audited financial statements. The results of operations for the periods ended May 31, 2011 and 2010 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had nor is not expected to have a material impact on the Company’s financial position or statements

NOTE 4 - RELATED PARTY TRANSACTIONS

During the period ended May 31, 2011, the Company paid total consulting fees of $99,400 to a private company that has a director in common with the Company.

During the period ended May 31, 2011, the Company paid rent of $1,200 to a company with a director and CEO in common with the Company.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

May 31, 2011 and August 31, 2010

NOTE 5 – MINERAL PROPERTIES

On October 27, 2010, the Company entered into an agreement with Tiger Oil & Energy to purchase mineral properties located in Cowley County, Kansas covering approximately 2,553 acres of land. The Company paid $193,000 to acquire the leases. Of this amount, $40,000 was applied toward finder’s fees associated with the purchase. These costs have been capitalized to the cost of the Company’s mineral properties.

Under the lease agreement, the Company has agreed to pay for 100% of the approved costs and expenses incurred in connection with rework of specific wells on the leased property.

The Company purchased the mineral rights to an additional 425 acres in Cowley County, Kansas on January 14, 2011 for $73.81 per acre, for an aggregate cost of $31,369.

On January 24, 2011 the Company purchased the mineral rights for an additional 640 acres in San Juan County, Utah at $79.29 per acre, for an aggregate cost of $50,838. In March 2011 the Company sold these same rights for $50,000 in cash, and 250,000 shares of the purchaser’s common stock, which was valued at an aggregate of $40,000. As of May 31, 2011 the Company has received $30,000 of the cash portion of the sales price and the remaining $20,000 is recorded as a short-term receivable. The Company recognized a gain of $39,163 relating to the sale of these mineral rights.

On May 16, 2011 the Company agreed to sell a 70% stake in 648 acres of its Keta Oil mineral property leases to an unrelated third party entity at $105 per acre. Through May 31, 2011 the Company had received cash payments relating to this sale totaling $48,050, pertaining to the sale of 648 acres. Pursuant to this transaction the Company recorded a gain on sale of mineral properties in the amount of $15,392.

NOTE 6 – NOTES PAYABLE

On October 19, 2010, the Company issued notes payable with a face value of $600,000 for $500,000 cash. The Company is amortizing the $100,000 discount on the note over its six month life and is recording the expense to interest expense. As of May 31, 2011 the Company has amortized $100,000 leaving a net balance of $600.000. The Company also entered into a Security Agreement with its creditors to pledge all of its assets as security for the note. During the three month period ending May 31, 2011, the Company made total payments on the note of $300,000 and an interest payment of $4,500. On May 16, 2011, the Company issued a $300,000 convertible 6% note due on October 19, 2012. The note maybe converted into common shares of the Company at $0.14 per share. The proceeds from the convertible note were used to partially satisfy our financial commitment to repay two secured notes.

NOTE 7 – COMMON STOCK

The Company is authorized to issue 300 million shares and at May 31, 2011, 63,581,721 common shares were issued and outstanding.

On December 10, 2010 the Company issued 100,000 shares of common stock as a required payment to maintain certain mineral leases. The stock was valued at $0.15 per share, for a total expense of $15,000.

On January 1, 2011, the Company issued 720,000 of its par value $0.001 common stock for services. The stock was valued at $0.14 per share, resulting in an aggregate value of $100,800. On October 19, 2010, the Company issued 2,272,728 units for $0.22 per share for gross proceeds of $500,000. Each unit consisted of its par value $0.001 common stock for $0.22 per share for $500,000 cash. As part of the stock issuance, the Company issued Series A warrants to acquire 15,000,000 shares of the Company's common stock at $0.22 per share for a period of 30 months from the date of issuance and issued Series B warrants to acquire 2,272,728 shares of the Company's common stock at $0.22 per share for a period of 5 years from the date of issuance. In conjunction with this financing the Company incurred $55,000 in stock offering costs which have been recorded as a reduction to additional paid-in capital.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

May 31, 2011 and August 31, 2010

NOTE 7 – COMMON STOCK (Continued)

The Company used the Black-Scholes option price model to calculate the fair market value of the warrants using the following assumptions below. Based on the fair market value of the warrants, the Company allocated $468,770 of the total $497,727 of additional paid-in capital to the warrants with the remaining $31,230 being allocated to the common stock. Through May 31, 2011 the Company had recognized compensation expense relating to the stock options granted in the amount of $27,088.

Stock Price at Valuation Date		$ 0.22
Exercise (Strike) Price		$ 0.22
Dividend Yield		0.00%
Years to Maturity		2.5 to 5.00
Risk-free Rate		0.97%
Volatility		241%

NOTE 8 – AGREEMENTS

The Company entered into an agreement with Universal Potash Corporation. Under the terms of the agreement Universal Potash could acquire a 60% interest in certain property leases in Paradox Basin, Utah. The option agreement could be exercised upon payment of $50,000 cash and issuance of 250,000 common shares of Universal Potash Corporation common stock. Universal Potash and the Company share a common director.

The Company entered into a new consulting agreement with Wannigan Consulting Corp. ("Wannigan"), a related party, to act as a consultant in the areas of Corporate growth and Acquisitions, accounting, business affairs, business operations, and financial and public company compliance for a period of seven months commencing January 1, 2010 and continuing through July 31, 2010. The contract has been extend for an additional year.

The Company agreed to compensate its two directors, Kevin M Murphy and Howard H Bouch at a rate of $2,000 per month. The agreement is for a term of 12 months commencing on the 1st day of January 2011. The agreement will be automatically renewed for another 12 months unless notice of termination is received 30 days in advance. The Company also agreed to grant Howard Bouch an option to purchase 200,000 common shares at a price of $0.15 per share for a period commencing April 15, 2011 and expiring on April 14, 2016.

The Company entered into an agreement dated December 29, 2010, with International IR, Inc., to provide investor relations services for a period of three months ending on March 31, 2011. The Company agreed to pay $7,000 per month and issue 360,000 common shares for the services.

On December 2, 2010, the Company entered into an agreement with JBR Environmental Consultants, Inc. to provide environmental services for the Dun Glen Project. The costs are estimated at $13,000 for the project and the Company agreed to pay a retainer of $3,000.

On April 5, 2011, the Company entered into an agreement with Roemer Interests Ltd. (“Roemer”) whereby the Company sold a 70% stake in certain mineral property leases at a price of $1.05 per acre. As of May 31, 2011, the Company had sold a 70% stake in 648 acres of mineral property leases, and had received total cash proceeds of $48,050.

NOTE 9 – SUBSEQUENT EVENTS

On June 3, 2011 the Company entered into a subscription agreement with Chancery Lane Investment Group, Inc. The investor subscribed for a convertible note in the amount of $600,000 as well as warrants to acquire 8,500,000 shares of common stock at $0.14 per share for a period of five years. The convertible note carries interest of 6% per annum and matures on October 19, 2010 and may be converted into shares of our common stock at anytime at $0.14 per share. The proceeds from the sale of the convertible note was used by us to satisfy our financial commitment to repay two secured loans.

BLACK HAWK EXPLORATION, INC.

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

May 31, 2011 and August 31, 2010

NOTE 9 – SUBSEQUENT EVENTS (Continued)

In accordance with ASC 855 Company management reviewed all material events through filing of these financial statements and there are no other material subsequent events to report.

Item 2. Management’s Discussion and Analysis and Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as ”may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars ($, or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to “CDN$” refer to Canadian dollars and all references to “common shares” refer to the common shares in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our”, and “Black Hawk” mean Black Hawk Exploration., unless otherwise indicated.

Corporate History

We were incorporated in the State of Nevada on April 14, 2005. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent’s office at 9360 W. Flamingo #110-158 Las Vegas, NV 89147 and our business office is located at 1174 Manitou Dr., PO Box 363, Fox Island, WA 98333. Our fiscal year end is August 31st. On March 15, 2007, we approved a ten (10) for one (1) forward stock split of our authorized, issued and outstanding shares of common stock. We amended our Articles of Incorporation by the filing of a Certificate of Change with the Nevada Secretary of State wherein it stated that we would issue ten shares for every one share of common stock issued and outstanding immediately prior to the effective date of the forward stock split. The change in the Articles of Incorporation was effected with the Nevada Secretary of State on April 6, 2007. As a result, the authorized capital increased from 30,000,000 to 300,000,000 shares of common stock with a par value of $0.001.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We are an exploration stage resource company, and are primarily engaged in the exploration for and development of the properties in which we have acquired interests. Black Hawk Exploration is a diversified energy and metals exploration company focused on identifying and exploring strategic high value properties and developing new prospective projects globally. Black Hawk Exploration will establish operating divisions and/or wholly owned corporate identities in multiple strategic minerals, high value commodities, and rare earth projects. In August 2009 the Company formed a wholly owned Nevada subsidiary, Blue Lithium Energy Inc. Blue Lithium Energy will initially acquire, explore and develop a portfolio of strategic Lithium properties in the United States and Canada.

T he area the Company is currently evaluating has a geologic and topographic setting that is similar to Clayton Valley. During the mid-to late 1970’s the U.S. Geological Survey (USGS) evaluated Lithium deposits and resources around the world. During the course of the program they drilled 22 holes in Nevada and Arizona. Initial drilling was in Clayton Valley (one of these drill sites was on Black Hawk claims adjacent to Chemetall Foote) to evaluate the known continental-brines. USGS holes drilled in the new target area had 1.3 and 1.7 ppm Lithium in the brines that were intersected plus 287 and 364 ppm lithium in the sediments. These are within the range of values that could be indicative for lithium brines in the target area.

We hold title to 56 placer mineral claims over a 1,120 acre site. The mineral claims give us the right to all of the minerals which can be claimed by placer claims underlying the land on which the claims have been staked. We began preliminary exploration on our property in September 2009.

On September 30, 2009 Black Hawk announced its Clayton Valley, Nevada acquisition. Black Hawk’s 1,120 acre site is located in the lithium rich Clayton Valley which is the home of the largest lithium brine production facility in the U.S. The Chemetall Foote facility has produced in excess of 50 million Kg of lithium to date and is scaled to produce 1.2 million Kg a year. The American Institute of Mining estimates the mineral resource of the Clayton Valley to be 750 million Kg of lithium. The lithium brine deposits are located at depths of a few hundred meters and can be extracted in an environmentally friendly manner.

In March of 2010, Blue Lithium completed its primary drill program on its Clayton Valley claims.

On December 8, 2009 the Company formed a second wholly owned subsidiary in Nevada named Golden Black Hawk, Inc. This subsidiary then entered into an agreement (“the Option Agreement”) on December 10, 2009 (“the Effective Date”) with HuntMountain Resources Inc (HNTM) to purchase 75% of their option on a precious metal property in Nevada called Dun Glen. The Company expanded these holdings in April 2010 with the addition of 30 additional strategic claims covering 600 acres. The Option Agreement between HuntMountain and the Company entitles the Company to acquire undivided legal and beneficial interests of up to 75% in the Property free and clear of all liens, charges and claims of others. Considerations for the Option Agreement are as follows:

In April of 2010 Black Hawks wholly owned subsidiary Golden Black Hawk authorized an initial budget of $50,000 for further development of the Dun Glen Mining claims. Permitting for an exploratory drill program was requested in April of 2010 and Black Hawk received authorization from the US Bureau of Land Management to commence effective early July. Black Hawk Exploration filed the required Reclamation Bond and currently is scheduling Phase 2 exploration targeted for late July.

Subject to funds available Black Hawk Exploration plans on increasing research and development over the next twelve months ending May 31, 2012.

	-	An initial payment of $50,000 (paid) and issuance of 250,000 restricted shares of common stock (issued) on the Effective Date to HuntMountain Resources Ltd.;

	-	A further payment of $25,000 and issuance of 100,000 restricted shares of common stock on the first anniversary of the effective Date; Paid and issued to HuntMountain Resources Ltd.

	-	A further payment of $25,000 to HuntMountain Resources Ltd. will be due on the second anniversary of the Effective Date;

	-	Incur or fund expenditures on the Property of not less than $700,000 on or before the fourth anniversary of the Effective Date.

In October 2010 the Company entered into an oil and gas lease acquisition agreement with a Kansas company to acquire 2553 acres of leases for development. Black Hawk also entered into a non-exclusive joint venture agreement with Tiger Oil and Energy, a publically traded Nevada registered corporation, trading under the symbol, TGRO.

In April of 2011, Black Hawk entered into an agreement to develop additional oil and gas projects in Cowley County Kansas with Roemer LLC. We have currently completed the Sellers B #3 and jointly acquired the Moon #1 and #2.

Product Research and Development

Our business plan is focused on the long-term exploration and development of our mineral properties.

In March of 2010 Black Hawk’s wholly owned subsidiary Blue Lithium Energy completed its primary drill program on its Clayton Valley claims, results showed indications of lithium over 80% of the drill hole, but all assays showed values less then economical at current price levels for the mineral.

In April of 2010 Black Hawk’s wholly-owned subsidiary Golden Black Hawk authorized an initial budget of $50,000 for further development of the Dun Glen Mining claims. Permitting was amended and approved and an exploration program is currently in progress. Additional amendments to our program are anticipated and will be submitted for approval to the BLM and a response from the US Bureau of Land Management is expected in 2011. Assays from the analysis of eight existing dumps on the property warranted Black Hawk preparing a Plan of Operation to remove gold and silver bearing ore from the property. The Company has commissioned a 3rd party to prepare the POO for submission to the BLM.

Blue Lithium Energy, Inc., the wholly owned subsidiary of Black Hawk Exploration dedicated to lithium discovery added additional leases for exploration purposes in the 1st quarter of 2011.

We do not anticipate that we will expend any additional significant funds on research and development over the next twelve months ending May 31, 2012 other than funds for additional acquisitions, and current project development.

Our future mineral exploration program will be subject to the rules of the Bureau of Land Management (BLM) in Nevada and our oil and gas exploration in Cowley County, Kansas will be subject to State regulatory agencies as well as BLM if applicable.

Site permitting will be done utilizing the Bureau of Land Management’s (BLM) Notice Level process and Kansas permitting requirements. BLM provides for permitting less than five acres of disturbance for exploration on mineral properties which is more than sufficient for Black Hawks current program. Kansas permitting is on a site by site issue. Multiple sites are planned for permitting. Most typically the entire Notice Level Permitting (NLP) is approved and accepted in three to four weeks. Once the NLP is submitted the BLM has 15 days to review and issue their comments and/or approval. Kansas permitting is normally approved with 15 days.

The submission of Black Hawk’s NLP will describe our ownership, intended exploration program, planned disturbance, and reclamation plans. The reclamation program for the NLP requires bonding based on a prescribed BLM formula. The bonding process will utilize the Nevada Division of Mining Statewide Bonding Pool.

Black Hawk’s Board of Directors have approved $50,000 in funding for the program submitted by Black Hawk Exploration’s geologists Dun Glen Auger drill program and expect the Dun Glen and Clayton Valley exploration and permitting process to continue through 2011. Black Hawk has received BLM approval to commence additional drill programs November 10th, 2010. The Company has retained JBR Environmental Consultants to prepare a Plan of Operations (POO) and Reclamation for Dun Glen.

Black Hawk Exploration entered into a 3 party agreement with Tiger Oil LLC and Tiger Oil and Energy, Inc. (a company with a common Director of Black Hawk) to acquire and develop oil leases acquired by Black Hawk. Tiger Oil and Energy was paid a $40,000 fee for their services as disclosed in an 8K filed November 19, 2010.

On October 18, 2010 Black Hawk Exploration (the “Company”, “we”, “our”, “us”) entered into a Securities Purchase Agreement wherein we agreed to sell, and two institutional investors agreed to purchase, $500,000 of our common stock, previously registered on a June 29, 2010 Post-Effective Amendment to our Form S-1, at $0.22 per share for an aggregate of 2,272,728 shares. In addition to the shares, we also agreed to issue Series A and Series B warrants to the investors. The Series A warrants will entitle the investors to acquire up to a maximum of 15,000,000 shares of our common stock at $0.22 per share for a period of 30 months from the date of closing. The Series B warrants will entitle the investors to acquire up to a maximum of 2,272,728 shares of our common stock at $0.22 per share for a period of 5 years from the date of closing. Both series of warrants also include cashless exercise provisions. In connection with the transactions described herein, certain shareholders of the Company agreed to not sell shares of our common stock for 180 days following the closing. The Company closed this transaction on October 19, 2010.

Also on October 18, 2010, we entered into secured loan agreements with the same investors. The aggregate face value of the loans is $600,000, with a discounted $500,000 in cash being provided to us by the investors. The loans have a maturity of 6 months and are non-interest bearing. The loans will be secured against all of our assets, including our Dun Glenn and Clayton Valley claims, as well as the assets of our subsidiaries. The Company closed this transaction on October 19, 2010.

On October 27th, 2010 Black Hawk entered into a co-development agreement with TGRO in which, after an investment of $400,000 by TGRO in a new well in Black Hawk’s Cowley County lease, TGRO will earn a 40% working interest in the # 1 Baker well, BHWX will receive a 50% interest in the new well and TGRO will have the right to participate in the 9 well rework program at the Cowley Prospect. BHWX will receive a 20% interest in any other new well TGRO drills on Black Hawk’s current or future Cowley County, Kansas leases and has the option to invest in each additional new well drilled by TGRO on a prorated basis up to an additional 30%.

On January 24th the Company expanded its oil and gas lease holdings in Cowley County, Kansas with the acquisition of an additional 425 acres of oil and gas leases.

On Feb 8, 2011 the Company was the successful bidder on three contiguous potassium and associated chlorides (LITHIUM) leases located within the prolific Paradox Salt Basin, San Juan County, State of Utah. The BHWX leases encompass nearly 2,000 acres of the School and Institutional Trust Lands Administration (SITLA) tracts of subsurface potassium rights and includes all other associated chloride minerals.

Subsequent to the Utah Potash acquisition, the company has negotiated the sale of a majority interest in the potash rights to three square miles of prospective ground in the Paradox Basin of Utah acquired Feb 8th and has retained 100% of the interests in all associated Chlorides, specifically lithium.

On February 16th, the Company initiated a Cowley County, Kansas drill program by re-entry into the SELLERS #3(B) Well with plans to extend the exploration depth to include the Layton, Mississippi and Arbuckle zones.

On March 14th, 2011 we completed drilling to a total depth of 3630 feet on our Cowley County, Kansas Sellers #3(B) well. The well was jointly completed with Roemer LLC and Lasso LLC the operator.

Employees

Currently there are no full time or part-time employees of our company (other than our directors and officer who, at present, have not signed employment or consulting agreements with us). We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officer or directors). We do and will continue to outsource contract employment as needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

Purchase or Sale of Equipment

We do not intend to purchase any significant equipment over the next twelve months ending May 31, 2012 other than 2 vehicles for company use.

Competition

The mining and oil and gas industries are fragmented. We compete with other exploration companies looking for oil, gas, gold, silver and lithium. We are one of the smallest exploration companies in existence. We are an infinitely small participant in all our markets. While we compete with other exploration companies, there is no competition for the exploration or removal of minerals from our property.

The Lithium industry is fragmented. We compete with other exploration companies looking for Lithium. We are one of the smallest exploration companies. We are an infinitely small participant in the Lithium exploration market. While we compete with other exploration companies, there is no competition for the exploration or removal of Lithium from our property. Readily available Lithium markets exist in Canada and around the world for the sale of Lithium. As the international demand for battery-powered devices steadily increases, the Global demand for our potential lithium production will focus the investment communities spotlight on Black Hawk and its Clayton Valley holdings. The Chemetall Foote Minerals facility at their Clayton Valley Silver Peak Mine, located in close proximity to our Blue Lithium Clayton Valley holdings, has been continually producing lithium utilizing brines from shallow 300 ft to 800 ft wells for almost 45 years (1965). The results are still pending from the Clayton Valley drill program.

The mineral exploration industry is also fragmented. We compete with other exploration companies looking for precious metals. We are one of the smallest exploration companies with very limited gold and silver property holdings. We are an infinitely small participant in the gold and silver exploration market. While we compete with other exploration companies, there is no competition for the exploration or removal of gold and silver from our Dun Glen property. Readily available precious metals markets exist in around the world for the sale of gold and silver. As the international demand for these minerals steadily increases as reflected by the record highs being paid for these minerals the Global demand for our potential gold and silver production will focus the investment communities spotlight on Black Hawk and its wholly owned subsidiary Golden Black Hawk.

The Oil and Gas industry in Kansas is also fragmented. We will be competing with other exploration companies looking for oil and gas. We are one of the smallest exploration companies with very limited oil and gas property holdings. We are an infinitely small participant in the oil and gas exploration market. While we compete with other exploration companies, there is no competition for the exploration or removal of oil or gas from our Cowley County properties. Readily available oil and gas markets exist in Kansas and around the world for the sale of oil and gas. As the international demand for these minerals steadily increases as reflected by the current highs being paid for these resources, the Global demand for our potential oil and gas production will focus the investment communities spotlight on Black Hawks new venture

Government Regulations and Supervision

Our mineral exploration programs will be subject to the rules of the Bureau of Land Management (BLM).

Site permitting will be done utilizing the Bureau of Land Management’s (BLM) Notice Level process and amending existing permits in place. This provides for permitting in Clayton Valley of less than 5 acres of disturbance for exploration on mineral properties which is more than sufficient for Black Hawks current Lithium program. Most typically the entire Notice Level Permitting (NLP) is approved / accepted in 3 to 4 weeks. Once the NLP is submitted the BLM has 15 days to review and issue their comments and/or approval. An existing exploratory permit was transferred to Golden Black Hawk from HuntMountain through the acquisition of Dun Glen and this permit was amended and once again is in the amendment process to allow for the most efficient exploration use of the Dun Glen leases. No permits have been applied for in Kansas in association with our newly acquired Oil and Gas properties.

Black Hawk’s Board of Directors have approved funding for the program submitted by Black Hawk Exploration’s Geologists and the Clayton Valley permitting process began in December 2009 with completion of the program in March of 2010. Black Hawk’s Board of Directors will approve funding for the Dun Glen program submitted by Black Hawk Exploration’s Geologists upon positive review by an independent Geophysicist retained by the Company. Results are still pending.

In April of 2010 Black Hawks wholly owned subsidiary Golden Black Hawk authorized an initial budget of $50,000 for further development of the Dun Glen Mining claims. On July 23th, BHWX received approval and commenced work. A further allocation of funding up to $100,000 was approved by Management and re-permitting of additional sites submitted to the USBLM and approved. The Black Hole Dump and Monroe Creek 2 Dump remain to be tested and are fully permitted by the BLM. A Plan Of Operation to remove the gold and silver ore is being prepared for BLM approval.

Environmental Law

The Code deals with environmental matters relating to the exploration and development of mining properties. The goal of this Act is to protect the environment through a series of regulations affecting:

1. Health and Safety

2. Archaeological Sites

3. Exploration Access

We are responsible to provide a safe working environment, to not disrupt archaeological sites, and to conduct our activities to prevent unnecessary damage to the property.

We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and we know what that will involve from an environmental standpoint.

Three months ended May 31, 2011

The Company earned no revenues during the three months ended May 31, 2011 or 2010. During the three months ended May 31, 2011, operating expenses totaled $291,318 and interest expense totaled $29,974. These factors, along with a gain on sale of mineral properties in the amount of $54,554 resulted in a net loss of $266,738. During the three months ended May 31, 2010, operating expenses totaled $168,830 with no interest expense for a net loss of $168,830.

The increased operating expenses and net loss resulted from the relative lack of activities during the three month period in 2010. The Company incurred mineral development costs of $88,703 in 2011 compared to $94,917 in 2010. General and administrative expenses increased from $68,913 to $99,150 during the three months ended May 31, 2011. The Company also had increases in the current period in professional fees ($73,465) and impairment of investments ($30,000) when compared to the corresponding period of 2010.

Nine months ended May 31, 2011

The Company earned no revenues during the nine months ended May 31, 2011 or 2010. During the nine months ended May 31, 2011, operating expenses totaled $838,996 and interest expense totaled $104,520. These factors, along with a gain on sale of mineral properties in the amount of $54,554 resulted in a net loss of $888,962. During the nine months ended May 31, 2010, operating expenses totaled $485,182 with no interest expense for a net loss of $485,182.

The increased operating expenses and net loss resulted from the relative lack of activities during the nine month period in 2010. The Company incurred mineral development costs of $277,113 in 2011 compared to $163,811 in 2010. General and administrative expenses increased from $321,371 to $329,413 during the nine months ended May 31, 2011. The Company also had increases in the current period in professional fees ($202,470) and impairment of investments ($30,000) when compared to the corresponding period of 2010.

Financial Condition, Liquidity and Capital Resources

At May 31, 2011, there was a working capital deficit of $509,619 compared to positive working capital of $47,620 at August 31, 2010.

At May 31, 2011 our total current assets were $90,731, which consisted of cash of $7,540, marketable securities of $10,000, a short-term receivable of $20,000, and prepaid expenses of $53,191. At August 31, 2010 our total current assets were $60,420, which was all cash. The significant increase in cash is due primarily to debt and equity financing entered into during the nine months ended May 31, 2011.

At May 31, 2011 our total current liabilities were $600,350 compared to $12,800 at August 31, 2010. The increased in current liabilities is due primarily to a short term note payable entered into during the nine months ended May 31, 2011.

Historically, we have financed our operations from the sale of stock and advances from shareholders. Net cash provided by financing activities was $945,000 during the nine months ended May 31, 2011 compared to$655,000 in 2010 and $2,134,300 from inception to May 31, 2011.

We have no external sources of liquidity in the form of credit lines from banks.

On October 19, 2009 the Company entered into an equity financing agreement (the “Financing Agreement”), whereby the Company may draw up to $1,000,000 by issuing units (the “Units”) at $0.85 per unit with each unit consisting of one share of the Company’s common stock and one common stock purchase warrant exercisable into one common share for two years, at $1.05 for the first 12 months and $1.25 for the second 12 months. Under the term of the agreement the Company has the right to call upon funds as needed. The securities will be issued upon receiving registration approval. In accordance with the Financing Agreement, as of January 14th, 2011 the Company has received gross proceeds of $600,000 for subscription of 470,588 units at $0.85 per unit. The units were issued in February, 2010.

On June 3, 2011 the Company entered into agreement with one non-US investor to issue notes payable with a face value of $600,000. The Note has an 18th month life. The investor subscribed for a convertible note in the amount of $600,000 as well as warrants to acquire 8,500,000 shares of our common stock at $0.14 per share for a period of five years. The convertible note carries interest of 6% per annum, matures on October 19, 2012 and may be converted into shares of our common stock at any time, at $0.14 per share.

The $600,000 received from the sale of the convertible note was used to repay two secured loan agreements entered into on October 18, 2010. Details on these loan agreements can be found in our Current Report on Form 8-K filed on October 18, 2010.

Plan of Operation

Cash Requirements

Over the twelve months ending May 31, 2012 we plan to expend a total of approximately $250,000 in respect of future mineral property acquisitions.

Based on our current plan of operations, we require additional funds to commence our exploration and acquisition operations. We had cash on hand of $-0- as of May 31, 2011. We anticipate that we will have to raise additional cash of approximately $2,000,000 to allow us to complete our proposed exploration and acquisition program. If we fail to raise sufficient funds, we may modify our operations plan accordingly. Even if we do raise funds for operations, there is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

We do not have enough funds to commence and complete our proposed exploration program.

There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.

Over the twelve months ending May 31, 2012 we intend to use all available funds to commence exploration of our mineral properties, as follows:

Estimated Funding Required During the Next Twelve Months

General and Administrative	$	160,000
Operations: Debt settlement		600,000
Future property acquisitions		250,000
Working capital		200,000
Development of properties		1,000,000
Total	$	2,210,000

Going Concern

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

We have historically incurred losses, and through May 31, 2011 have incurred losses of $2,291,901 from our inception.

However, there are no assurances that we will be able to either (1) ever achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through future private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from our recently completed offering, operations and any future private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Our independent auditor’s report on our audited financial statements, in our Form 10-K annual report filed November 30, 2010 for the fiscal year ended August 31, 2010, expressed substantial doubt concerning the Company’s ability to continue as a going concern. The explanatory paragraph contained in their audit report should be read in connection with our management’s discussion of our financial condition, liquidity and capital resources.

Application of Critical Accounting Estimates

The preparation of our company’s financial statements requires management to make estimates and assumptions regarding future events. These estimates and assumptions affect the reported amounts of certain assets and liabilities, and disclosure of contingent liabilities.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

We need to continue as a going concern if our business is to succeed, if we do not we will go out of business.

Our independent accountant’s report to our audited financial statements for the year ended August 31, 2010, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon obtaining adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely investors will lose their investments.

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to complete all intended exploration our properties, and therefore we will need to obtain additional financing in order to complete our business plan. As of May 31, 2011 we had cash in the amount of $7,540.

Our business plan calls for significant expenses in connection with the exploration of the property. We do not currently have sufficient funds to conduct initial exploration on the property and require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the property are greater than anticipated.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for resources, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

Because we have not commenced business operations, we face a high risk of business failure.

Although we have recently commenced operations and are preparing to commence exploration, we have commenced limited exploration on the property. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on April 14, 2005 and have been involved primarily in organizational activities and the acquisition of our mineral property. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We lack an operating history and we expect to have losses in the future.

We have limited operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

●	Our ability to locate a profitable mineral property;
●	Our ability to generate revenues; and
●	Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our mineral claims may contain mineralized material. If we do not find mineralized material, we will cease operations.

If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected.

There are several governmental regulations that materially restrict mineral property exploration and development. The regulatory regime under which we operate in the future will likely require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws do not affect our current exploration plans, if we proceed to commence drilling operations on the mineral claims, we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws May be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations.

As we face intense competition in the mining industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

We do not expect to declare or pay any dividends .

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

Our By-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer.

Volatility of Stock Price.

Our common shares are currently publicly traded on the Pink Sheets exchange under the symbol BHWX. In the future, the trading price of our common shares may be subject to wide fluctuations. Trading prices of the common shares may fluctuate in response to a number of factors, many of which will be beyond our control. In addition, the stock market in general, and the market for software technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.

Item 3. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this quarterly report, being May 31, 2011, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company’s management, including our company’s President along with our company’s Secretary. Based upon that evaluation, our company’s President along with our company’s Secretary concluded that our company’s disclosure controls and procedures are not effective as at the end of the period covered by this report due to the fact that the Company is unable to maintain adequate segregation of duties and does not have an audit committee. We plans to address these material weaknesses as resources become available.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period 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 in our reports filed under the Exchange Act is accumulated and communicated to management, including our President and Secretary as appropriate, to allow timely decisions regarding required disclosure.

There have been no changes in our company’s internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

The Company is authorized to issue 300 million shares and at May 31, 2011, 63,481,721 common shares were issued and outstanding.

On October 19, 2010, the Company issued 2,272,728 units for $0.22 per share for gross proceeds of $500,000. Each unit consisted of its par value $0.001 common stock for $0.22 per share for $500,000 cash. As part of the stock issuance, the Company issued Series A Warrants to acquire 15,000,000 shares of the Company’s common stock at $0.22 per share for a period of 30 months from the date of issuance and Issue Series B Warrants to acquire 2,272,728 shares of the Company’s common stock at $0.22 per share for a period of 5 years from the date of issuance. In conjunction with this financing the Company incurred $55,000 in stock offering costs which have been recorded as a reduction to additional paid-in capital.

On December 10, 2010 the Company issued 100,000 shares of common stock to an unrelated third-party entity as a payment toward the Company’s continued access to certain mineral leases. These shares were valued at $0.15 per share, for an aggregate expense of $15,000.

On January 1, 2011, the Company issued 720,000 of its par value $0.001 common stock for prepaid consulting services. The stock was valued at $0.14 per share, for an aggregate value of $100,080.

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.

Exhibits Required by Item 601 of Regulation S-B.

Exhibit Number/Description

(3) Charter and By-laws

3.1 Articles of Incorporation (incorporated by reference to the Company’s SB-2 Registration Statement filed January 17, 2006).

3.2 Bylaws (incorporated by reference to the Company’s SB-2 Registration Statement filed January 17, 2006).

(14) Code of Ethics

14.1 Code of Business Conduct and Ethics (incorporated by reference to the Company’s SB-2 Registration Statement filed January 17, 2006).

(30) Section 302 Certification

31.1 Certification of Kevin M. Murphy

31.2 Certification of Howard Bouch

(32) Section 906 Certification

32.1 Certification of Kevin M. Murphy & Howard Bouch

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BLACK HAWK EXPLORATION

By:	/s/ Kevin M. Murphy
Kevin M. Murphy, President, CEO
(Principal Executive Officer),

By:	/s/ Howard Bouch
Howard Bouch, CFO

Date: July 20, 2011

BLACK HAWK EXPLORATION 10-Q