**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549










**FORM
      10-K/A**





**AMENDMENT
      NO** **.
      1**





x
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      Fiscal Year Ended December 31, 2005





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      transition period from  ________________ to _________________





Commission
      File Number: 814-00678








**BLACKHAWK
      CAPITAL GROUP BDC, INC.**


(Exact
      Name of Registrant as specified in its charter)




Delaware
            
            20-1031329(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                Number)





**14
                Wall Street, 11****th****Floor, New York, New York**
            **10005**(Address
                of principal executive offices)
            (Zip
                Code)








**(212)
      566-8300**


(Registrant's
      telephone number, including area code)









Securities
      registered pursuant to Section 12(b) of the Act: None





Securities
      registered pursuant to Section 12(g) of the Act: Common Stock, par value
      $0.00001





Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes **o** No **x**





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes **o** No **x**





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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 **x** No **o**





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. **o**





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of "accelerated
      filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer **o**  Accelerated
      filer **o**   Non-accelerated
      filer **x**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).


Yes **x**   No **o**





The
      number of shares outstanding of Blackhawk's common stock on April 13, 2006
      was
      23,626,781.








**BLACKHAWK
      CAPITAL GROUP BDC, INC.**





**INDEX**


***PART
                  II***
              
              **Page**Item
                  7.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operation
              5***PART
                  III***Item
                  10.
              Directors
                  and Executive Officers of the Registrant
              6Item
                  13.
              Certain
                  Relationships and Related Transactions
              6Item
                  15.
              Exhibits
                  and Financial Statement Schedules
              6








**EXPLANATORY
      NOTE**




This
      Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal
      year ended December 31, 2005, which was filed with the Securities and Exchange
      Commission on April 14, 2006 (the "Original Filing"), is being filed to amend
      Part II, Item 7 Management's Discussion and Analysis of Financial Condition
      and
      Results of Operations, and Part III, Item 10 Directors and Executive Officers
      of
      the Registrant, and Item 13, Certain Relationships and Related
      Transactions.




This
      Form
      10-K/A sets forth the Original Filing in its entirety and, no attempt has been
      made in this Form 10-K/A to modify or update the disclosures in the Original
      Filing except as described above. In particular, this Form 10-K/A continues
      to
      describe conditions as of the date of the Original Filing, and the disclosures
      contained herein have not been updated to reflect events, results or
      developments that occurred after the Original Filing, or to modify or update
      those disclosures affected by subsequent events. Among other things,
      forward-looking statements made in the Original Filing have not been revised
      to
      reflect events, results or developments that occurred or facts that became
      known
      to the Company after the date of the Original Filing, and such forward-looking
      statements should be read in conjunction with the Company's filings with the
      SEC
      subsequent to the filing of the Original Filing.




**PART
      II**





Item
      7. Management's Discussion and Analysis of Financial Conditions and Results
      of
      Operations





*Liquidity
      and Capital Resources*





At
      December 31, 2005, Blackhawk owed approximately $43,842 to The Concorde Group,
      Inc., a company controlled by Dr. Craig A. Zabala, the Chairman, President
      and
      Chief Executive Officer of Blackhawk. The amount due is non-interest bearing
      and
      is due on demand. This amount reflects expenses paid by The Concorde Group,
      Inc
      in connection with the formation of Blackhawk, offering costs for the offering
      plan and operating expenses. On
      April
      4, 2005, The Concorde Group, Inc. elected to convert a portion of Blackhawk
      debt
      totaling $61,432 into 6,143,200 shares of Common Stock at the offering price
      (at
      $.01 per share) set forth in Regulation E under the Securities Act pursuant
      to
      Blackhawk’s Form 1-E and its Offering Circular.


5





**PART
      III**




Item
      10. Directors and Executive Officers of the Registrant




*Section
      16(a) Beneficial Ownership Reporting Compliance*




Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
      directors and executive officers, and persons who own more than ten percent
      of a
      registered class of the Company's equity securities, to file with the SEC
      initial reports of ownership and reports of changes in ownership of Common
      Stock
      and other equity securities of the Company. Officers, directors and greater
      then
      ten percent stockholders are required by the SEC's regulations to furnish the
      Company with copies of all Section 16(a) forms they filed with the SEC.




To
      the
      Company's knowledge, based solely on a review of the copies of such reports
      furnished to the Company and written representations that no other reports
      were
      required, during the fiscal year ended December 31, 2005, the Company's
      officers, directors and greater than ten percent stockholders had complied
      with
      all Section 16(a) filing requirements, except that one late (i) Form 3 was
      filed
      by each of Janet Buxman Kurihara, David W. Atchison (no longer a director),
      Randy Tejral, Robert J. Francis, Craig A. Zabala, Robert M. Fujii, Brad D.
      Silver (no longer a director or officer), Mick Woodwards, and The Concorde
      Group, Inc., and (ii) Form 4 was filed by each of Craig A. Zabala and The
      Concorde Group, Inc.




Item
      13. Certain Relationships and Related Transactions





Dr.
      Craig
      A. Zabala, President, Chief Executive Officer and Chairman of Blackhawk is
      a
      control person of The Concorde Group, Inc. The Concorde Group, Inc. owns
      3,300,000 common shares of Blackhawk. As of May 8, 2006, Blackhawk is indebted
      to The Concorde Group, Inc. in the amount of $68,847. The
      Concorde Group, Inc. is also paying for the services of SEC3, which is providing
      consulting and compliance work to Blackhawk. Blackhawk will reimburse The
      Concorde Group, Inc. for these expenses.





Item
      15. Exhibits and Financial Statement Schedules


6


*Exhibits*





31.1
            Certification
                by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            Certification
                by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            Certification
                by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 200232.2
            Certification
                by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002


7





**SIGNATURES**





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




**BLACKHAWK CAPITAL GROUP BDC, INC.****(Registrant)**/s/ Craig
              A.
              ZabalaCraig
                A. Zabala
              Chairman,
                  President and Chief Executive OfficerDated: May 8,
              2006




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the Registrant and in the capacities and on
      the
      dates indicated.




/s/ Craig
              A.
              Zabala
            
            
            /s/ Robert
              M.
              FujiiCraig
                A. Zabala
              Chairman,
                President and
              Chief
                  Executive Officer
            
            
            Robert
                M. Fujii
                Vice
                  PresidentDated: May 8, 2006
            
            
            Dated: May 8,
              2006




/s/ Craig
              A. Zabala
            
            
            /s/ Robert
              J. FrancisCraig
                A. Zabala
              Acting
                  Chief Financial Officer,
                Principal
                  Accounting Officer
            
            
            Robert
                J. Francis
              DirectorDated: May 8, 2006
            
            
            Dated: May 8,
              2006  8




/s/ Janet
              Buxman Kurihara
            
            
            /s/ Randy
              TejralJanet
                Buxman Kurihara
              Director
            
            
            Randy
                Tejral
                DirectorDated: May 8, 2006
            
            
            Dated: May 8,
              2006  /s/ Mick
              WoodwardsMick
                Woodwards
              DirectorDated: May 8, 2006




9