Exhibit
31.2
 
 **CERTIFICATION
PURSUANT TO**
 **18
U.S.C. SECTION 1350,**
 **AS
ADOPTED PURSUANT TO**
 **SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002**
 
 
 I, Robert
M. Fujii, Chief Financial Officer of Blackhawk Capital Group BDC, Inc. certify
that:
 
 1.
    I
      have reviewed this yearly report on Form 10-K of Blackhawk Capital Group
      BDC, Inc.;
 
 2.
    Based
      on my knowledge, this yearly report does not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by this
      yearly report;
 
 3.
    Based
      on my knowledge, the financial statements, and other financial information
      included in this yearly report, fairly present in all material respects
      the financial condition, results of operations and cash flows of the
      registrant as of, and for, the periods presented in this yearly
      report;
 
 4.
    The
      registrant’s other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rule 13a-14 and 15d-14) for the registrant and
      have;
 
 (a)
    designed
      such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this yearly report is being
      prepared;
 
 (b)
    evaluated
      the effectiveness of the registrant’s disclosure controls and procedures
      as of a date within 90 days prior to the filing date of this yearly report
      (the “Evaluation Date”); and
 
 (c)
    presented
      in this yearly report our conclusions about the effectiveness of the
      disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;
 
 5.
    The
      registrant’s other certifying officers and I have disclosed, based on our
      most recent evaluation, to the registrant’s auditors and the audit
      committee of registrant’s board of directors (or persons performing the
      equivalent functions);
 
 (a)
    all
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant’s ability to record, process,
      summarize and report financial data and have identified for the
      registrant’s auditors any material weaknesses in internal controls;
      and
 
 (b)
    any
      fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant’s internal
      controls; and
 
 6.
    The
      registrant’s other certifying officers and I have indicated in this yearly
      report whether there were significant changes in internal controls or in
      other facts that could significantly affect internal subsequent to the
      date of our most recent evaluation, including any corrective actions with
      regard to significant deficiencies and material
  weaknesses.
 
 Dated:
      March 30, 2005/s/
      Robert M. FujiiRobert
      M. Fujii, Chief Financial Officer