The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001534460
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Bakken Income Fund LLC
Jurisdiction of Incorporation/Organization
COLORADO
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2011
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Bakken Income Fund LLC
Street Address 1 Street Address 2
5251 DTC PARKWAY SUITE 200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
GREENWOOD VILLAGE COLORADO 80111 720-279-0072

3. Related Persons

Last Name First Name Middle Name
KENWORTHY RANDALL
Street Address 1 Street Address 2
5251 DTC Parkway Suite 200
City State/Province/Country ZIP/PostalCode
Greenwood Village COLORADO 80111
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Member of the Issuer's Managing General Partner
Last Name First Name Middle Name
FUND III MANAGER LLC BAKKEN DRILLING
Street Address 1 Street Address 2
5251 DTC Parkway Suite 200
City State/Province/Country ZIP/PostalCode
Greenwood Village COLORADO 80111
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Managing General Partner of Issuer

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
   Private Equity Fund
   Venture Capital Fund
X Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose X Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2012-05-31    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Units in a limited liability company

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $23,750 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Ausdal Financial Partners, Inc. 7995
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3020 Woodbury Drive
City State/Province/Country ZIP/Postal Code
Woodbury MINNESOTA 55125
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
FLORIDA
ILLINOIS
KENTUCKY
MINNESOTA
OHIO
WISCONSIN
Recipient
Recipient CRD Number    None
Sandlapper Securities, LLC 137906
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
101 N. Main Street Suite 207
City State/Province/Country ZIP/Postal Code
Greenville SOUTH CAROLINA 29601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
OREGON
SOUTH DAKOTA
TEXAS
Recipient
Recipient CRD Number    None
Vestech Securities, Inc. 41409
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
8100 E. 22nd Street North #B Bldg 600
City State/Province/Country ZIP/Postal Code
Wichita KANSAS 67226
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
KANSAS
Recipient
Recipient CRD Number    None
Harbor Light Securities 154599
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
20 Town Drive Suite 138
City State/Province/Country ZIP/Postal Code
Pluffton SOUTH CAROLINA 29910
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Watermark Advisors, LLC 127819
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
531 S. Main Street ML-9
City State/Province/Country ZIP/Postal Code
Greenville SOUTH CAROLINA 29601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
SOUTH CAROLINA
Recipient
Recipient CRD Number    None
Ashton Garnett Securities, LLC 118286
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
200 North Main Street Suite 400
City State/Province/Country ZIP/Postal Code
Davenport IOWA 52801
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
FLORIDA
INDIANA
NEVADA
Recipient
Recipient CRD Number    None
MidAmerica Financial 47351
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
600 West Republic Road
City State/Province/Country ZIP/Postal Code
Springfield MISSOURI 65807
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
FLORIDA
MISSOURI
Recipient
Recipient CRD Number    None
Saxony Securities 115547
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
86 Kenrick Plaza
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63119
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
PENNSYLVANIA
Recipient
Recipient CRD Number    None
Sunbelt Securities 421080
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5065 Westheimer Blvd. Suite 600
City State/Province/Country ZIP/Postal Code
Houston TEXAS 77056
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
DELAWARE
FLORIDA
TEXAS
Recipient
Recipient CRD Number    None
Wanger Omni Wealth, LLC 150817
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
531 S. Main Street ML-9
City State/Province/Country ZIP/Postal Code
Greenville SOUTH CAROLINA 29607
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
COLORADO
Recipient
Recipient CRD Number    None
Resource Horizons Group 104368
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
32022 Wendt Park Trace
City State/Province/Country ZIP/Postal Code
Fulshean TEXAS 77441
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
GEORGIA
Recipient
Recipient CRD Number    None
IBN Financial Services 42360
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
8035 Oswego Road
City State/Province/Country ZIP/Postal Code
Liverpool NEW YORK 13089
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW JERSEY

13. Offering and Sales Amounts

Total Offering Amount $25,000,000 USD
or    Indefinite
Total Amount Sold $5,175,750 USD
Total Remaining to be Sold $19,824,250 USD
or    Indefinite

Clarification of Response (if Necessary):

The minimum amount of Units being offered is $1,000,000 and the maximum amount of Units being offered is $25,000,000.

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
68

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $2,000,000 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

Up to 10.35% to pay broker dealer commissions, managing broker dealer commissions, and wholesaler commissions.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Bakken Income Fund LLC RANDALL KENWORTHY Randall Kenworthy Managing Partner 2013-05-10

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.