OMB APPROVALOMB
      Number:       3235-0070Expires:     
      January 31, 2008Estimated average burdenhours
      per
response...192.00
 UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


_________________________





FORM
10-Q





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





For the
quarterly period ended March 31, 2009





or





 ̈
            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
                    
                    (I.R.S.
      Employerincorporation
      or organization)
                    
                    Identification
      No.)





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





(212)
566-8300


(Registrant’s
telephone number, including area code)


_________________________





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
 ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding twelve (12) month (or for such
shorter period that the registrant was required to submit and post such
files). Yes  ̈No  ̈





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





Large
accelerated filer ̈                                                                Accelerated
filer ̈





Non-accelerated
filerx (Do
not check if a smaller reporting company) Smaller reporting company ̈





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





Yes            ̈                                           No           x





Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.





Class
                  Outstanding on May 14,
  2009Common
      Stock, $0.00001 par value
                  32,467,484





SEC
      1296 (12-05)
            Potential persons who are to
      respond to the collection of information contained in this form are not
      required to respond unless the form displays a currently valid OMB control
      number.









BLACKHAWK
CAPITAL GROUP BDC, INC.





INDEX





PagePART I.
                        FINANCIAL
      INFORMATIONItem 1.
                        Financial
      Statements.Condensed
      Statements of Assets and Liabilities as of March 31, 2009 (unaudited) and
      December 31, 2008
                        2Condensed
      Schedule of Investments as of March 31, 2009 (unaudited)
                        3Condensed
      Statements of Operations for the three months ended March 31, 2009
      (unaudited) and March 31, 2008 (unaudited)
                        4Condensed
      Statements of Changes in Net Assets for the three months ended March 31,
      2009 (unaudited) and year ended December 31, 2008
                        5Condensed
      Statement of Stockholders' Equity (Capital Deficit) for the three months
      ended March 31, 2009 (unaudited) and year ended December 31,
      2008
                        6Condensed
      Statements of Cash Flows for the three months ended March 31, 2009
      (unaudited) and March 31, 2008 (unaudited)
                        7Notes
      to Condensed Financial Statements
                        8Item 2.
                        Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                        16Item 3.
                        Quantitative
      and Qualitative Disclosures about Market Risk.
                        18Item 4T.
                        Controls
      and Procedures.
                        18PART II.
                        OTHER
      INFORMATIONItem 1.
                        Legal
      Proceedings.
                        18Item 1A.
                        Risk
      Factors
                        18Item 2.
                        Unregistered
      Sales of Equity Securities and Use of Proceeds.
                        18Item 3.
                        Defaults
      upon Senior Securities.
                        18Item 4.
                        Submission
      of Matters to a Vote of Security Holders.
                        19Item 5.
                        Other
      Information.
                        19Item 6.
                        Exhibits.
                        19










BLACKHAWK
CAPITAL GROUP BDC INC.





CONDENSED
STATEMENTS OF ASSETS AND LIABILITIES








MARCH 31,
                  2009
                
                
                DECEMBER 31,
                  2008(Unaudited)ASSETSInvestment
      at fair value (cost $451,314 and $654,025)
                
                $
                451,079
                
                
                $
                652,737Cash
      and cash equivalents
                
                
                238,478
                
                
                
                172,797Prepaid
      expenses
                
                
                9,126
                
                
                
                12,544TOTAL
      ASSETS
                
                $
                698,683
                
                
                $
                838,078LIABILITIESAccrued
      expenses
                
                $
                233,275
                
                
                $
                118,102TOTAL
      LIABILITIES
                
                
                233,275
                
                
                
                118,102NET
      ASSETSCommon
      stock, par value $.00001 per share 1,000,000,000 shares authorized,
      32,467,484 shares issued and outstanding in 2009 and 2008
                
                
                325
                
                
                
                325Additional
      paid-in capital
                
                
                2,106,641
                
                
                
                1,974,641Accumulated
      net investment loss
                
                
                (1,641,323
                )
                
                
                (1,253,702
                )Net
      unrealized loss on investment
                
                
                (235
                )
                
                
                (1,288
                )TOTAL
      NET ASSETS
                
                
                465,408
                
                
                
                719,976TOTAL
      LIABILITIES AND NET ASSETS
                
                $
                698,683
                
                
                $
                838,078NET
      ASSET VALUE PER COMMON SHARE
                
                $
                0.01433
                
                
                $
                0.02218









See notes
to condensed financial statements




2




BLACKHAWK
CAPITAL GROUP BDC INC.





CONDENSED
SCHEDULE OF INVESTMENTS





March 31,
2009





(Unaudited)





COMPANY
                                                      
                                                      INVESTMENT
                                                      
                                                      INITIAL
                                                        ACQUISITION
                                                        DATE
                                                      
                                                      PRINCIPAL
                                                        AMOUNT
                                                      
                                                      
                                                      COST
                                                      
                                                      
                                                      FAIR
                                                        VALUE
                                                      
                                                      
                                                      % OF
                                                        TOTAL
                                                        ASSETSFederal
      National Mortgage3.85%
      due 4/14/09
                                                      
                                                      Notes
                                                      
                                                      11/22/08
                                                      
                                                      
                                                      50,000
                                                      
                                                      
                                                      
                                                      50,286
                                                      
                                                      
                                                      
                                                      50,069
                                                      
                                                      
                                                      
                                                      7.20
                                                      %Wal-Mart
      Stores6.875%
      due 8/10/09
                                                      
                                                      Notes
                                                      
                                                      11/21/08
                                                      
                                                      
                                                      50,000
                                                      
                                                      
                                                      
                                                      52,513
                                                      
                                                      
                                                      
                                                      51,010
                                                      
                                                      
                                                      
                                                      7.3
                                                      %American
      Express CRT CPDue
      4/24/09
                                                      
                                                      Notes
                                                      
                                                      10/22/08
                                                      
                                                      
                                                      100,000
                                                      
                                                      
                                                      
                                                      98,515
                                                      
                                                      
                                                      
                                                      100,000
                                                      
                                                      
                                                      
                                                      14.3
                                                      %MacroMarkets,
      LLC.
                                                      
                                                      Capital
                                                        Interests
                                                      
                                                      1/21/09
                                                      
                                                      
                                                      250,000
                                                      
                                                      
                                                      
                                                      250,000
                                                      
                                                      
                                                      
                                                      250,000
                                                      
                                                      
                                                      
                                                      35.8
                                                      %451,314
                                                      
                                                      
                                                      
                                                      451,079





See notes
to condensed financial statements





3





BLACKHAWK
CAPITAL GROUP BDC INC.





CONDENSED
STATEMENTS OF OPERATIONS


(Unaudited)





THREE MONTHS ENDED MARCH
31,2009
                
                
                2008INVESTMENT
      INCOME:Interest
      income
                
                $
                4,620
                
                
                $
                8,116TOTAL
      INVESTMENT INCOME
                
                
                4,620
                
                
                
                8,116EXPENSES:Compensation
                
                
                143,158Professional
      fees
                
                
                207,864
                
                
                
                112,805Advisory
      fees
                
                
                5,321
                
                
                
                2,400Rent
      - related party
                
                
                12,000Filing
      fees
                
                
                17,502
                
                
                
                4,070Insurance
                
                
                4,105
                
                
                
                5,471Other
                
                
                2,291
                
                
                
                172TOTAL
      EXPENSES
                
                
                392,241
                
                
                
                124,918NET
      INVESTMENT LOSS
                
                
                (387,621
                )
                
                
                (116,802
                )UNREALIZED
      GAIN (LOSS) ON INVESTMENTS
                
                
                1,053
                
                
                
                (6,346
                )NET
      DECREASE IN ASSETS RESULTING FROM OPERATIONS
                
                $
                (386,568
                )
                
                $
                (123,148
                )LOSS
      PER COMMON SHARE, BASIC AND DILUTED
                
                $
                (0.01191
                )
                
                $
                (0.00390
                )WEIGHTED
      AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED
                
                
                32,467,484
                
                
                
                31,541,123








See notes
to condensed financial statements




4




BLACKHAWK
CAPITAL GROUP BDC INC.





CONDENSED
STATEMENTS OF CHANGES IN NET ASSETS (LIABILITIES)










THREE MONTHS
                    ENDED
                    MARCH 31, 2009
                  
                  
                  YEAR ENDED
                    DECEMBER 31, 2008(Unaudited)DECREASE
      IN NET ASSETS FROM OPERATIONSNet
      investment loss
                  
                  $
                  (387,621
                  )
                  
                  $
                  (405,089
                  )Unrealized
      gain (loss) on investments
                  
                  
                  1,053
                  
                  
                  
                  (6,501
                  )NET
      DECREASE IN NET ASSETS RESULTING FROM OPERATIONS
                  
                  
                  (386,568
                  )
                  
                  
                  (411,590
                  )CAPITAL
      STOCK TRANSACTIONS:Stock-based
      compensation
                  
                  
                  132,000Proceeds
      from common stock sold
                  
                  
                  -
                  
                  
                  
                  1,298,112Offering
      costs
                  
                  
                  -
                  
                  
                  
                  (129,311
                  )NET
      INCREASE IN NET ASSETS FROM CAPITAL STOCK TRANSACTIONS
                  
                  
                  132,000
                  
                  
                  
                  1,168,801TOTAL
      (DECREASE) INCREASE IN NET ASSETS
                  
                  
                  (254,568
                  )
                  
                  
                  757,211NET
      ASSETS (LIABILITIES)– BEGINNING OF PERIOD
                  
                  
                  719,976
                  
                  
                  
                  (37,235
                  )NET
      ASSETS - END OF PERIOD
                  
                  $
                  465,408
                  
                  
                  $
                  719,976








See notes
to condensed financial statements




5




BLACKHAWK
CAPITAL GROUP BDC INC.





CONDENSED
STATEMENT OF STOCKHOLDERS’ EQUITY (CAPITAL DEFECIT)





——-COMMON STOCK———
                      
                      
                      ADDITIONAL
                        PAID-IN
                      
                      
                      NET
                        UNREALIZED
                        APPRECIATION
                        ON
                      
                      
                      ACCUMULATED
                        NET
                        INVESTMENTTOTAL
                      
                      
                      SHARES
                      
                      
                      AMOUNT
                      
                      
                      CAPITAL
                      
                      
                      INVESTMENT
                      
                      
                      LOSSBalance-December
      31, 2007
                      
                      $
                      (37,235
                      )
                      
                      
                      31,169,372
                      
                      
                      $
                      312
                      
                      
                      $
                      805,853
                      
                      
                      $
                      5,213
                      
                      
                      $
                      (848,613
                      )Net
      decrease in assets resulting from operations
                      
                      
                      (411,590
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (6,501
                      )
                      
                      
                      (405,089
                      )Sale
      of stock pursuant to offering plan (at $1.00 per share)
                      
                      
                      1,298,112
                      
                      
                      
                      1,298,112
                      
                      
                      
                      13
                      
                      
                      
                      1,298,099Offering
      costs
                      
                      
                      (129,311
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (129,311
                      )Balance-December
      31,2008
                      
                      
                      719,976
                      
                      
                      
                      32,467,484
                      
                      
                      
                      325
                      
                      
                      
                      1,974,641
                      
                      
                      
                      (1,288
                      )
                      
                      
                      (1,253,702
                      )Net
      decrease in assets resulting from operations
                      
                      
                      (386,568
                      )
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      1,053
                      
                      
                      
                      (387,621
                      )Stock-based
      compensation
                      
                      
                      132,000
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      132,000Balance-
      March 31,2009 (unaudited)
                      
                      $
                      465,408
                      
                      
                      
                      32,467,484
                      
                      
                      $
                      325
                      
                      
                      $
                      2,106,641
                      
                      
                      $
                      (235
                      )
                      
                      $
                      (1,641,323
                      )








See notes
to condensed financial statements




6




BLACKHAWK
CAPITAL GROUP BDC INC.





CONDENSED
STATEMENTS OF CASH FLOWS





(Unaudited)







THREE
      MONTHS ENDED MARCH 31,2009
                    
                    
                    2008CASH
      FLOWS FROM OPERATING AND INVESTING ACTIVITIES:Net
      investment loss and decrease in  net assets
      resulting from operations
                    
                    
                    (386,568
                    )
                    
                    $
                    (123,148
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Unrealized
      (gain) loss on investments
                    
                    
                    (1,053
                    )
                    
                    
                    1,133Stock-based
      compensation
                    
                    
                    132,000
                    
                    
                    
                    -Changes
      in operating assets and liabilities:Increase
      (Decrease) in accrued expenses and accrued interest
                    
                    
                    115,173
                    
                    
                    
                    (32,778
                    )Decrease
      in prepaid expenses
                    
                    
                    3,418
                    
                    
                    
                    5,127Purchase
      of Investments
                    
                    
                    (250,000
                    )
                    
                    
                    (530,905
                    )Proceeds
      from sale and redemption of investments
                    
                    
                    452,711
                    
                    
                    
                    248,000NET
      CASH PROVIDED BY (USED) IN OPERATING AND INVESTING
    ACTIVITIES
                    
                    
                    65,681
                    
                    
                    
                    (432,571
                    )CASH
      FLOWS FROM FINANCING ACTIVITIES:Offering
      costs
                    
                    
                    
                    
                    
                    
                    (69,311
                    )Proceeds
      from the issuance of stock
                    
                    
                    
                    
                    
                    
                    698,112Restricted
      cash
                    
                    
                    
                    
                    
                    
                    (100,000
                    )Due
      to investor
                    
                    
                    
                    
                    
                    
                    100,000NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                    
                    
                    
                    
                    
                    
                    628,801NET
      INCREASE IN CASH AND EQUIVALENTS
                    
                    
                    65,681
                    
                    
                    
                    196,230CASH
      AND EQUIVALENTS – BEGINNING OF PERIOD
                    
                    
                    172,797
                    
                    
                    
                    4,450CASH
      AND EQUIVALENTS – END OF PERIOD
                    
                    
                    238,478
                    
                    
                    
                    200,680








See notes
to condensed financial statements




7




BLACKHAWK
CAPITAL GROUP BDC INC.





NOTES TO
CONDENSED FINANCIAL STATEMENTS





March 31,
2009


(Unaudited)





1.
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES





Business
description





Blackhawk Capital Group BDC Inc. (“the
Company” or “Blackhawk”) was incorporated in the State of Delaware on April 22,
2004.





On September 20, 2004 the Company filed
a Form N-54A, Notification with the Securities and Exchange Commission (“SEC”)
electing to become a business development company pursuant to Section 54(a) of
the Investment Company Act of 1940. As a business development company, Blackhawk
is able to acquire interests in small private businesses, as well as
non-dividend paying public companies.





Blackhawk attempts to locate and
negotiate with eligible portfolio companies for Blackhawk to invest in, lend
funds to, acquire an interest in and/or possibly manage. Blackhawk offers
managerial assistance to eligible portfolio companies in which it
invests.





Basis
of presentation





The financial statements have been
prepared in accordance with the presentation requirements of the AICPA Audit and
Accounting Guide for Investment Companies.





Interim financial statements of the
Company are prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and
pursuant to the requirements for reporting on Form 10-Q and Regulation S-X.
Accordingly, certain disclosures accompanying annual consolidated financial
statements prepared in accordance with GAAP are omitted. In the opinion of
management, all adjustments, consisting solely of normal recurring accruals,
considered necessary for the fair presentation of financial statements for the
interim periods have been included. The results of operations for the current
period are not necessarily indicative of results that ultimately may be achieved
for the year. The interim unaudited financial statements and notes thereto
should be read in conjunction with the December 31, 2008 financial statements
and notes thereto included in the Company’s Form 10-K as filed with the
SEC.





The Company had a net loss for the
three months ended March 31, 2009 of $386,568 and total net assets of $465,408
as of March 31, 2009. Since Inception, the Company’s operations have been
principally funded by three Regulation E offerings and Concorde Group, Inc.
(“Concorde”), a corporation controlled by the founder and an affiliate of the
Company.  To the extent that current resources are not sufficient for the
Company to pay its obligations as they become due, Concorde has agreed to
provide sufficient capital to the Company to operate through April 1,
2010.





Revenue
recognition





·
            Unrealized gain and losses
      resulting from the change in the valuation of investments are reflected in
      the statement of operations.


·
            Interest income is recorded on
      the accrual basis.


·
            Realized gains or losses on
      investments are recorded on a trade date
  basis.




8


Uses
of Estimates
 
 The preparation of financial statements
in conformity with generally accepted accounting principles accepted in the
United States of America (“GAAP”) 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 net revenue and expenses during each
reporting period.  Actual results could differ from those
estimates.  Significant estimates include the valuation of investments
and the valuation allowance for deferred tax assets.
 
 Investments
 
 The Company's investments are carried
at fair value.
 
 New
Accounting Pronouncements
 
 In April 2009, the FASB issued FASB
Staff Position ("FSP") Issue No. FAS No. 157-4, “Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions that are not Orderly” ("FSP FAS No.
157-4").  FSP FAS No. 157-4 provides additional guidance for
estimating fair value in accordance with SFAS No. 157.  This FSP No.
157-4 is effective in reporting periods ending after June 15,
2009.  The Company is currently evaluating the impact that FSP FAS No.
157-4 will have on its financial position and results of
operations.
 
 In April 2009, the FASB issued FSP No.
FAS No. 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of
Financial Instruments” ("FSP FAS No. 107-1 and APB No 28-1").  FSP FAS
No. 107-1 and APB No. 28-1 require disclosures about fair value of financial
instruments for annual and interim reporting periods of publicly traded
companies.  FSP No. 107-1 and APB No. 28-1 are effective in reporting
periods ending after June 15, 2009.  The Company is currently
evaluating the impact that FSP FAS No. 107-1 and APB No. 18-1 will have on its
financial position and results of operations.
 
 Net
loss per common share
 
 The Company applies SFAS No. 128,
“Earnings per Share”, which requires the computation and presentation of
earnings per share ("EPS") to include basic and diluted EPS.  Basic
EPS is computed solely on the weighted average number of common shares
outstanding during the period.  Diluted EPS reflects all potential
dilution of common stock.  The following table reconciles Basic EPS
with Diluted EPS for the three months ended March 31, 2009 and
2008:
 
 Three Months EndedMarch 31, 2009
                  
                  Net Loss
                  
                  
                  Weighted
                    Average Shares
                  
                  
                  Per ShareBasic
      loss per share - Loss available to common stockholders
                  
                  $
                  (386,568
                  )
                  
                  
                  32,467,484
                  
                  
                  
                  (0.01191
                  )Effective
      dilutive security - Stock options
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Diluted
      loss per share
                  
                  $
                  (386,568
                  )
                  
                  
                  32,467,484
                  
                  
                  
                  (0.01191
                  )
  9
 
 Three Months EndedMarch 31, 2008
                  
                  Net Loss
                  
                  
                  Weighted
                    Average Shares
                  
                  
                  Per ShareBasic
      loss per share - Loss available to common stockholders
                  
                  $
                  (123,148
                  )
                  
                  
                  31,541,123
                  
                  
                  
                  (0.00390
                  )Effect
      dilutive security - None
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Diluted
      loss per share
                  
                  $
                  (123,148
                  )
                  
                  
                  31,541,123
                  
                  
                  
                  (0.00390
                  )
 
 For the three months ended March 31,
2009, 600,000 shares attributable to stock options were excluded from the
calculation of diluted EPS because the effect was anti-dilutive.
 
 2.  INCOME
TAXES
 
 We recognize deferred tax assets and
liabilities based on the differences between the financial statement carrying
amount and the tax bases of assets and liabilities.  We regularly
review our deferred tax assets for recoverability and establish a valuation
allowance based upon historical losses, projected future taxable income and the
expected timing of the reversals of existing temporary differences.
 
 As of March 31, 2009, net deferred tax
assets aggregated $748,000, which was fully reserved based on the likelihood of
realization.
 
 3.  FAIR
VALUE MEASUREMENT
 
 Effective January 1, 2008, the Company
adopted Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair
Value Measurements” (“SFAS 157”), for investments measured at fair value on a
recurring basis. SFAS 157 accomplishes the following key
objectives:
 
 •
              Defines
      fair value as the price that would be received to sell an asset or paid to
      transfer a liability in an orderly transaction between market participants
      at the measurement date;
 •
              Establishes
      a three-level hierarchy (“Valuation Hierarchy”) for fair value
      measurements;
 •
              Requires
      consideration of the Company’s creditworthiness when valuing liabilities;
      and
 •
              Expands
      disclosures about instruments measured at fair
  value.
 
 The Valuation Hierarchy is based upon
the transparency of inputs to the valuation of an asset or liability as of the
measurement date. A financial instrument’s categorization within the Valuation
Hierarchy is based upon the lowest level of input that is significant to the
fair value measurement. The three levels of the Valuation Hierarchy and the
distribution of the Company’s financial assets within it are as
follows:
 
 •
              Level
      1 – inputs to the valuation methodology are quoted prices (unadjusted) for
      identical assets or liabilities in active
  markets.
 •
              Level
      2 – inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial
  instrument.
 •
              Level
      3 – inputs to the valuation methodology are unobservable and significant
      to the fair value measurement.
 
 The carrying values and estimated fair
values of the Company's financial instruments for the period presented are as
follows:
  10
 
 Carrying Value
                  
                  
                  Quote Prices in
                    Active Markets
                    (Level 1)
                  
                  
                  Significant Other
                    Observable Inputs
                    (Level 2)
                  
                  
                  Significant
                    Unobservable
                    Inputs
                    (Level 3)March 31, 2009:Financial
      AssetsCash
      and cash equivalents
                  
                  $
                  238,478
                  
                  
                  $
                  238,478
                  
                  
                  $
                  —
                  
                  
                  $
                  —Notes
                  
                  
                  201,079
                  
                  
                  
                  —
                  
                  
                  $
                  201,079
                  
                  
                  
                  —Membership
      interest in LLC
                  
                  $
                  250,000
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  250,000Total
      Financial Assets
                  
                  $
                  689,557
                  
                  
                  $
                  238,478
                  
                  
                  $
                  201,079
                  
                  
                  $
                  250,000December
      31, 2008:Financial
      AssetsCash
      and cash equivalents
                  
                  $
                  172,797
                  
                  
                  $
                  172,797
                  
                  
                  $
                  —
                  
                  
                  $
                  —Notes
                  
                  
                  652,737
                  
                  
                  
                  —
                  
                  
                  $
                  652,737
                  
                  
                  $
                  —Total
      Financial Assets
                  
                  $
                  825,534
                  
                  
                  $
                  172,797
                  
                  
                  $
                  652,737
                  
                  
                  $
                  —
 
 The following table presents additional
information about assets measured at fair value using Level 3 inputs for the
three months ended March 31, 2009:
 
 Membership Interest In LLCBalance
      as of January 1, 2009
                    
                    $
                    —Purchases
                    
                    
                    250,000Balance
      as of March 31, 2009
                    
                    $
                    250,000
 
 4.  RELATED
PARTY TRANSACTIONS
 
 The Company shares office space and
other administrative functions with Concorde.  The Board voted to
start paying Concorde monthly rent of $4,000 beginning January 1,
2009.  Rent incurred during the three months ended March 31, 2009
amounted to $12,000.
 
 5.  INVESTMENT
ADVISORY AGREEMENT; CONSULTING AGREEMENT
 
 Pursuant to an investment advisory
management agreement dated October 31, 2006, Blackhawk engaged Barak Asset
Management, LLC (“Barak”), a Delaware limited liability company who is an
investment adviser registered under the Investment Advisers Act of 1940
(“Advisers Act”), to serve as an investment adviser to Blackhawk and manage its
portfolio of investments.  The agreement is for a one-year term and
extendable for one year periods.  The agreement with Barak was
extended and expires on October 31, 2009.  Any one-year extension of
the Barak agreement must be approved by (a) the vote of the Company’s board of
directors, or the vote of a majority of the Company’s outstanding voting
securities, and (b) the vote of the majority of the Company’s independent
directors.
 
 Investment advisory fees are calculated
based upon the average cash value of assets at the end of each quarter including
the value of any withdrawals from the assets made during that quarter ranging
from 0.50% to 1.80% of assets managed.  Fees shall be billed and
payable quarterly (or a prorated period when applicable).
 
 For the three months ended March 31,
2009 and 2008, the Company incurred fees to Barak in the amount of $5,321 and
$2,400, respectively.
  11
 
 Blackhawk has entered into a consulting
agreement dated September 12, 2006 with Robert S. Tull, Jr. for a three-year
term (the "Agreement").  Under the Agreement, Mr. Tull will consult
with the Blackhawk Board of Directors on investments and have the following
duties: consulting Blackhawk's Board of Directors on investment decisions and
strategies, consulting on investment diversification in the strategies and
consulting on investment opportunities.  Pursuant to the Agreement,
the Blackhawk Board of Directors will determine Mr. Tull's compensation when it
closes its third Regulation E offering and has sufficient proceeds to compensate
Mr. Tull.  Mr. Tull is not a registered investment
adviser.  As of March 31, 2009 and 2008, the Company had not incurred
any liability to Mr. Tull.
 
 6.  ACCRUED
EXPENSES
 
 Accrued expenses at March 31, 2009 and
December 31, 2008 consist principally of professional fees.
 
 7.  STOCKHOLDERS’
EQUITY
 
 During 2008, pursuant to a Regulation E
Offering, the Company sold an aggregate of 1,298,112 shares of Common Stock, at
a purchase price of $1.00 per share for aggregate proceeds of $1,168,801, net of
expense of $129,311.
 
 8.  FINANCIAL
HIGHLIGHTS
 
 The following is a schedule of
financial highlights for the three months ended March 31, 2009 and 2008, and the
year ended December 31, 2008.
 
 THREE
                      MONTHS
                      ENDED
                      March 31, 2009
                    
                    
                    THREE
                      MONTHS
                      ENDED
                      March 31, 2008
                    
                    
                    YEAR ENDED
                      DECEMBER 31,
                      2008Per
      Share Data:Net
      asset value – beginning of period
                    
                    $
                    0.02218
                    
                    
                    $
                    (0.00119
                    )
                    
                    $
                    (0.00119
                    )Net
      investment loss *
                    
                    
                    (0.01194
                    )
                    
                    
                    (0.00390
                    )
                    
                    
                    (0.01263
                    )Issuance
      of common stock
                    
                    
                    
                    
                    
                    
                    1.00000
                    
                    
                    
                    1.00000Net
      realized and unrealized gain(loss)**
                    
                    
                    0.00409
                    
                    
                    
                    (0.98021
                    )
                    
                    
                    (0.96400
                    )Net
      asset/(liability) value – end of period
                    
                    
                    0.01433
                    
                    
                    
                    0.01470
                    
                    
                    
                    0.02218Total
      return based on net asset value ***
                    
                    
                    (54
                    )%
                    
                    
                    (327
                    )%
                    
                    
                    (1,061
                    )%Common
      shares outstanding – end of period
                    
                    
                    32,467,484
                    
                    
                    
                    31,867,484
                    
                    
                    
                    32,467,484Ratio/Supplemental
      Data:Net
      asset/(liabilities) – end of period
                    
                    $
                    465,408
                    
                    
                    $
                    468,418
                    
                    
                    $
                    719,976Ratio
      of net investment loss to average net assets****
                    
                    
                    (262
                    )%
                    
                    
                    (210
                    )%
                    
                    
                    (88
                    )%Ratio
      of operating expenses to average net assets****
                    
                    
                    265
                    %
                    
                    
                    213
                    %
                    
                    
                    91
                    %
 
 *
              Calculated
      based on average shares outstanding during
  period.
  12
 
 **
              Net
      realized and unrealized gain (loss), per share, which is balancing amount
      necessary to reconcile the change in net asset value per share with the
      other per share information presented.  This caption used per
      the AICPA Audit and Accounting Guide for investment Companies Section 7.77
      (c).
 
 ***
              Total
      returns for periods of less than one year not
  annualized.
 
 ****
              Annualized
      for periods less than one year.
 
 9.           STOCK
- BASED COMPENSATION
 
 In December 2008, the stockholders
approved the Company's Stock Option Plan ("Stock Option Plan") which provides
for 3,000,000 shares of common stock available for grant, of which 2,500,000
shall be reserved for incentive stock options, to the Company's officers,
directors and key employees.  A grant must be approved by the stock
option committee of the Company (“Committee”).
 
 The Committee may grant either
incentive stock options (for purposes of Section 422 of the Internal Revenue
Code of 1986, as amended), or nonqualified stock options.  Except as
described below for incentive stock options, the Committee generally has the
discretion to determine the persons to whom stock options will be granted, the
number of shares subject to such options, the exercise prices of such options,
the vesting schedules with respect to such options, the terms of such options,
as well as the period, if any, following a participant's termination of service
during which such option may be exercised, and the circumstances in which all or
a portion of an option may become immediately exercisable or be
forfeited.
 
 All rights to exercise options shall
terminate three (3) months after any optionee ceases to be an officer, director
or a key employee of the Company except as otherwise provided by the Committee
in an option agreement, and no options will vest after an optionee's termination
date.  If any officer or key employee is terminated by the Company for
cause, his or her options shall be forfeited
immediately.  Notwithstanding the foregoing, however, where an
optionee's service as a director, officer or key employee of the Company
terminates as a result of the optionee's death or his total and permanent
disability, the optionee or the executors or administrators or distributees of
the estate, as the case may be, shall have the right, from time to time within
one year after the optionee's total and permanent disability or death and prior
to the expiration of the term of the option, to exercise any portion of the
option not previously exercised, in whole or in part, as provided in the
respective option agreement.
 
 In the discretion of the Committee the
price due upon exercise of an option may be paid in cash or in shares of our
common stock valued at their then current fair market value, or a combination of
both. Shares delivered in payment of such price may be shares acquired by prior
exercises of options or otherwise, in the Committee's
discretion.  Also in the discretion of the Committee, a participant
may exercise an option as to only a part of the shares covered thereby and then,
in an essentially simultaneous transaction, use the shares so acquired in
payment of the exercise price for additional option shares.
 
 Holders of options shall have no rights
as shareholders unless and until such options are exercised and shares are
delivered to such persons in accordance with the Stock Option Plan.
 
 Incentive stock options may be granted
only to persons who are employees (including directors who are also employees
but excluding non-employee directors).  Generally, incentive stock
options must be granted within ten years of the date the Stock Option Plan is
adopted, and the term of any incentive stock option may not exceed ten
years.  Furthermore, the aggregate fair market value of shares of
Common Stock with respect to which any incentive stock options are exercisable
for the first time by a participant during any calendar year may not exceed
$100,000.  Furthermore, the exercise price of incentive stock options
must be at least 100% of the fair market value of the Common Stock at the time
the incentive stock option is granted, except in the case of incentive stock
options granted to any individual who owns more than 10% of the total combined
voting power of all classes of our stock, in which case the exercise price of
incentive stock options must be at least 110% of the fair market value of the
Common Stock at the time of grant.
  13
 
 The Company accounts for stock-based
payments using SFAS No. 123-R (revised 2004), “Share-Based
Payments”.  SFAS 123-R requires recognition of stock-based
compensation expense in the statement of operations over the vesting period
based on the fair value of the award at the grant date.
 
 The following table summarizes activity
under the Company's stock option plans for the three months ended March 31,
2009:
 
 Shares Under
                    Options
                  
                  
                  Weighted Average
                    Exercise Price
                  
                  
                  Remaining
                    Contractual Life
                    (In Years)
                  
                  
                  Aggregate
                    Intrinsic ValueOutstanding
      at beginning of period
                  
                  
                  —
                  
                  
                  
                  —Grants
                  
                  
                  600,000
                  
                  
                  $
                  0.40
                  
                  
                  
                  9.8Exercised
                  
                  
                  —
                  
                  
                  
                  —Forfeited
                  
                  
                  —
                  
                  
                  
                  —Outstanding
      at end of period
                  
                  
                  600,000
                  
                  
                  $
                  0.40
                  
                  
                  
                  9.8
                  
                  
                  
                  —Exercisable
      at end of period
                  
                  
                  600,000
                  
                  
                  $
                  0.40
                  
                  
                  
                  9.8
                  
                  
                  
                  —
 
 The aggregate intrinsic value is
calculated as the difference between the exercise price of the underlying awards
and the closing price of the Company's common stock on the date of determination
for those awards that have an exercise price currently below the closing
price.  As of March 31, 2009, there were no options outstanding to
purchase shares with an exercise price below the quoted price of the Company's
common stock.
 
 The fair value of stock options is
determined at the date of grant and is charged to compensation expense over the
vesting period of the options.  The fair value of options at date of
grant was estimated using the Black-Scholes option pricing model utilizing the
following assumptions:
 
 Three-Months Ended
                      March 31, 2009Risk-fee
      interest rate
                    1.88%Expected
      option life in years
                    5Expected
      stock price volatility
                    200%Expected
      dividend yield
                    0%
 
 The risk-free interest rate for periods
within the contractual life of the option is based on the U.S. Treasury yield
curve in effect at the time of the grant.  The expected life was
determined using the simplified method as the Company does not have sufficient
historical stock option exercise experience on which to base the expected
term.  The expected term of options granted represents the period of
time that options granted are expected to be outstanding. Expected volatilities
are based on historical volatility of the Company's common stock.  The
Company has not paid any dividends in the past and does not expect to pay any in
the near future.
 
 The weighted average fair value at date
of grant for options granted during the three months ended March 31, 2009 was
$0.22.  The Company recorded $132,000 of compensation expense for the
three months ended March 31, 2009.  Estimated future stock-based
compensation relating to stock options as of March 31, 2009 is
$0.
  14
 
 10.  OTHER
 
 Employment
agreement:
 
 On January 30, 2009, the Company
entered into an Employment Agreement with Craig A. Zabala ("Zabala"), founder,
Chairman, President and Chief Executive Officer, and acting Chief Financial
Officer and Chief Compliance Officer, of the Company.
 
 The term of the Employment Agreement is
three (3) years (“Employment Period”).  The term will be automatically
renewed for one (1) additional year each year unless ninety (90) calendar days
prior to the end of the term, the Company advises Zabala in writing that it does
not wish to extend the Employment Period for an additional year.
 
 Pursuant to the Employment Agreement,
Zabala serves as President and Chief Executive Officer of the Company, provided
that if the Company hires and/or enters into an employment agreement with any
executive who serves as President and Chief Operating Officer of the Company,
Zabala shall resign his position as President, but would keep his position as
Chief Executive Officer.  Zabala also agrees to serve as acting Chief
Financial Officer and acting Chief Compliance Officer until the Company retains
employees for such positions.  The Employment Agreement also permits
Zabala to perform work for Concorde and another affiliate, provided that such
work does not compete with the business and business opportunities of the
Company.
 
 Zabala will receive a base annual
salary of $60,000 under the Employment Agreement.  Each year, the
Board of Directors may increase the base salary in its discretion.  In
the event that the Company sells a minimum of $3,000,000 of shares of its common
stock in its current private placement offering ("Offering"), which expires
September 30, 2009, unless extended by the Company in its sole discretion, under
Rule 506 under Regulation D under the Securities Act of 1933, as amended
(“Securities Act”), the Company shall increase Zabala's annual base salary to
$250,000 and pay him a $50,000 bonus (which bonus may be increased
proportionately if the Company raises more than $3,000,000 in the Offering but
the amount of the bonus shall not be greater than $100,000).  If the
minimum amount is not raised in the Offering, Zabala's base salary remains at
$60,000.  The Offering expires September 30, 2009, unless extended by
the Company in its sole discretion.
 
 The Employment Agreement terminates
upon the earliest to occur of (i) Zabala's death or disability; (ii) cause or
non-cause termination of Zabala by the Company; (iii) a termination by Zabala
for "good reason" or Zabala resigns from the Company without "good reason" or
(iv) Zabala is replaced as President and Chief Executive Officer of the Company
(except if another executive is hired as President and Chief Operating
Officer).
 
 If Zabala is terminated without cause,
or if he resigns for "good reason," he would receive accrued salary and bonuses,
if any, to the end of the employment term.  In addition, if Zabala is
terminated without cause or if he resigns for "good reason," the Company must
pay to Concorde rental payments (for rental of space at 14 Wall Street, New
York, New York 10005) of $4,000 per month from April 2004 until the month Zabala
is terminated without cause or resigns for "good reason."  If he is
terminated for cause, he is not entitled to any rights or compensation under the
Employment Agreement, provided that the Company must make the $4,000 monthly
rental payment to its affiliate Concorde.  If Zabala is terminated in
the event of death or disability, or he resigns without "good reason," he shall
only be entitled to receive accrued and unpaid base salary and benefits through
the date of his employment termination.  If the Company hires a
replacement for Zabala who does not serve as President and Chief Operating
Officer, but serves as Chief Executive Officer, Zabala would be entitled to the
benefits above for a non-cause termination.
 
 Stock option
grant:
 
 Pursuant to the Employment Agreement,
Zabala was granted 600,000 options to purchase shares of Common Stock at an
exercise price of $0.40 per share (above market value of $0.22 on date of grant)
which expires on February 1, 2019. The options were fully vested upon
issuance.
  15
 
 Investment:
 
 On January 12, 2009, Blackhawk entered
into a Voting Capital Interests Purchase Agreement ("Purchase Agreement") with
MacroMarkets LLC, a Delaware limited liability company
("MacroMarkets").  Pursuant to the Purchase Agreement, Blackhawk
purchased a five percent (5%) membership interest in MacroMarkets for $250,000
and Craig A. Zabala, Chairman and Chief Executive Officer of Blackhawk, was
appointed a non-voting board member of MacroMarkets.  The Purchase
Agreement contains standard representations, warranties and indemnification
provisions.  The transaction closed on January 12, 2009. Blackhawk
used funds from working capital to make the equity investment.
 
 MacroMarkets is the parent company
founded by Robert Shiller, Sam Masucci and Allan Weiss in 2002 to develop
financial products and new risk management tools on assets that are difficult to
own and hedge.  Macro Financial, LLC, a FINRA member broker dealer, is
a subsidiary of MacroMarkets that provides sales and marketing support for Macro
Securities Depositor, LLC, Macro Inflation Depositor, LLC and Macro Housing
Depositor, LLC, which use proprietary product structures to deliver performance
on commodities, inflation and real estate.
 
 Item
2.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
 
 The following discussion and analysis
of our financial condition and results of operations should be read in
conjunction with the Company's financial statements and the notes
thereto.
 
 The statements contained in this
Quarterly Report on Form 10-Q that are not historical facts may contain
forward-looking statements that involve a number of known and unknown risks and
uncertainties that could cause actual results to differ materially from those
discussed or anticipated by management.  Potential risks and
uncertainties include, among other factors, general business conditions,
government regulations, competitive market conditions, success of the Company's
business strategy, and other risks and uncertainties currently unknown to
management.
 
 Overview
 
 Blackhawk is a business development
company registered under the Investment Company Act formed to engage in the
business of investing primarily in small to mid-sized companies.  The
Company also intends to provide managerial assistance to developing
companies.  To date, the Company has made one portfolio investment in
MacroMarkets.
 
 Accounting
Policies
 
 Basis
of Presentation
 
 Interim financial statements of the
Company are prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and
pursuant to the requirements for reporting on Form 10-Q and Regulation S-X.
Accordingly, certain disclosures accompanying annual consolidated financial
statements prepared in accordance with GAAP are omitted.  In the
opinion of management, all adjustments, consisting solely of normal recurring
accruals, considered necessary for the fair presentation of financial statements
for the interim periods have been included.  The results of operations
for the current period are not necessarily indicative of results that ultimately
may be achieved for the year.  The interim unaudited financial
statements and notes thereto should be read in conjunction with the December 31,
2008 audited financial statements and notes thereto included in the Company’s
Form 10-K as filed with the SEC.
  Use
of Estimates in the Preparation of Financial Statements
 
 The preparation of financial statements
in conformity with generally accepted accounting principles accepted in the
United States of America ("GAAP") requires management to make estimates and
assumptions that affect the reported amounts of actual and contingent assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income or loss and expenses
during the reporting period.  Actual results could differ from those
estimates.  Significant estimates include the valuation of investments
and the valuation allowance for deferred tax assets.
  16
 
 We recognize deferred tax assets and
liabilities based on the differences between the financial statement carrying
amounts and the tax bases of assets and liabilities.  We regularly
review our deferred tax assets for recoverability and establish a valuation
allowance based upon historical losses, projected future taxable income and the
expected timing of the reversals of existing temporary
differences.  As of March 31, 2009, net deferred tax assets aggregated
$748,000, which was fully reserved based on the likelihood of realization.
 We estimated the allowance on net deferred tax assets to be one hundred
percent (100%) of the net deferred tax assets.
 
 The Company's investments are carried
at fair value.  Effective January 1, 2008, the Company adopted
Statement of Financial Accounting Standard No. 157, “Fair Value Measurements”,
for investments measured at fair value on a recurring basis.  See Note
3 to our Condensed Financial Statements for additional information with respect
to investments.
 
 Portfolio
and Investment Activity
 
 Blackhawk
did not make any portfolio investment in 2008 or in prior
years.  However, on January 12, 2009, Blackhawk entered into a Voting
Capital Interests Purchase Agreement ("Purchase Agreement") with MacroMarkets
LLC, a Delaware limited liability company ("MacroMarkets").  Pursuant
to the Purchase Agreement, Blackhawk purchased a five percent (5%) membership
interest in MacroMarkets for $250,000 and Craig A. Zabala, Chairman and
President of Blackhawk, was appointed a non-voting board member of
MacroMarkets.  The Purchase Agreement contains standard
representations, warranties and indemnification provisions.  The
transaction closed on January 12, 2009. Blackhawk used funds from working
capital to make the equity investment.
  Results
of Operations
 
 Investment
Income
 
 For the three months ended March, 31,
2009, interest income decreased to $4,620 from $8,116 for the three months ended
March 31, 2008.  The decrease was primarily attributable to decreased
balances of interest bearing securities.
  General
and Administrative Expenses
 
 For the three months March 31, 2009,
expenses increased to $392,241 from $124,918 for the three months ended March
31, 2008.  The increase was primarily attributable to an increase in
professional fees, rent and compensation.
  New
Accounting Pronouncements
  See Note 1 to our interim Condensed
Financial Statements for information with respect to new accounting
pronouncements.
  Liquidity
and Capital Resources
 
 From inception (April 22, 2004) through
March 31, 2009, Blackhawk funded its cash operating requirements through the
sale of its common stock and loans from an affiliated company,
Concorde.
 
 The net
cash proceeds from the three (3) Regulation E offerings since inception have
been $1,711,731 through March 31, 2009.
 
 Blackhawk has a net loss of $386,568
for the three months ended March 31, 2009, and had total net assets of $465,408
at March 31, 2009 and to date has made one investment in an eligible portfolio
company, which is MacroMarkets, LLC.  Blackhawk intends to raise
capital through another proposed offering and access the equity markets to raise
cash to fund investments.  The ability of Blackhawk to raise capital
in this current market environment will be very difficult.  Business
development companies similar to Blackhawk are encountering trying market
conditions in attempts to  raise capital.  There can be no
assurance that Blackhawk will be able to raise equity capital in its
offering.  Since inception, Blackhawk's operations have been
principally funded by three Regulation E offerings and by loans from
Concorde.  Blackhawk is presently dependent on Concorde to provide
capital and liquidity needs.  Concorde has agreed to provide
sufficient capital to Blackhawk to operate through April 1,
2010.
  17
  Item
3. Quantitative and Qualitative Disclosures about Market Risk.
 
 We are subject to financial market
risks, including changes in interest rates and the valuation of
investments.
 
 Interest
Rate Risk
 
 This
Section is not applicable.  Blackhawk does not have any
interest-bearing liabilities at this time.
 
 Portfolio
Valuation
 
 Blackhawk
intends to use the U.S. Private Equity Valuation Guidelines ("Guidelines") to
provide its managers with a framework for valuing investments in portfolio
companies at fair value and to provide greater consistency within the private
equity industry with regard to valuation.  These Guidelines are
intended to assist managers in their estimation of fair value and are intended
to be consistent with generally accepted accounting
principles.  Blackhawk has made one investment to date in
MacroMarkets.
 
 Item
4T. Controls and Procedures.
 
 As of the end of the period covered by
this Quarterly Report on Form 10-Q, the Company's chief executive officer and
chief financial officer conducted an evaluation of the Company's disclosure
controls and procedures (as defined in Rules 13a-15 and 15d-15 of the Securities
Exchange Act of 1934, as amended ("Exchange Act")).  Based upon this
evaluation, the Company's chief executive officer and chief financial officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them of any material information relating to the Company that is
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act.
 
 There
have not been any significant changes in Blackhawk's internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) that have materially affected, or are reasonably likely
to materially affect, Blackhawk's internal control over financial
reporting.
 
 PART
II. OTHER INFORMATION
 
 Item
1. Legal Proceedings.
 
 Blackhawk
is not a party in any legal proceedings.  Blackhawk knows of no
material legal proceedings pending or threatened, or judgments entered against
any of its directors or officers in their capacity as such.
 
 Item
1A. Risk Factors
 
 This Section is not
applicable.
 
 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
 This
Section is not applicable.
 
 Item
3. Defaults upon Senior Securities.
 
 This
Section is not applicable.
  18
  Item
4. Submission of Matters to a Vote of Security Holders.
 
 There
were no matters submitted to a vote of security holders during the first quarter
ended March 31, 2009.
 
 Item
5. Other Information.
 
 This Section is not
applicable.
  Item
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
  19
 
 SIGNATURE
 
 In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
 
 BLACKHAWK CAPITAL GROUP BDC,
      INC.Date:
      May 14, 2009
                                
                                By:
                                /s/ Craig A. ZabalaCraig
      A. Zabala, Chief Executive OfficerDate:
      May 14, 2009
                                
                                By:
                                /s/ Craig A. ZabalaCraig
      A. Zabala, Acting Chief Financial
Officer
  20