OMB
        APPROVAL
 OMB
        Number: 3235-0070
 Expires:
        January 31, 2008
 Estimated
        average burden
 hours
        per
        response...192.00


**UNITED
        STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**


**_________________________**





**FORM
      10-Q/A**





**AMENDMENT
      NO. 1**





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





For
      the
      quarterly period ended September 30, 2004





or





**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
                No.)





**14
                Wall Street, 11****th****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 o





Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act):





Yes
o                                            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 November 15, 2004Common
                Stock, $0.00001 par value
            6,500,000




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**





**PART
                I.**
            **FINANCIAL
                INFORMATION**
            **Page**Item
                1.
            Financial
                Statements.
            4Report
                of Independent Registered Public Accounting Firm
            6Statement
                of Assets and Liabilities as of September 30, 2004 (unaudited)
            7Statement
                of Operations for the period from inception (April 22, 2004) to September
                30, 2004 (unaudited)
            8Statement
                of Changes in Net Assets for the period from inception (April 22,
                2004) to
                September 30, 2004 (unaudited)
            9Statement
                of Stockholders' Equity for the period from inception (April 22,
                2004) to
                September 30, 2004 (unaudited)
            10Statement
                of Cash Flows for the period from inception (April 22, 2004) to September
                30, 2004 (unaudited)
            11Notes
                to Financial Statements
            12Item
                2.
            Management’s
                Discussion and Analysis of Financial Condition and Results of Operations.
            15Item
                3.
            Quantitative
                and Qualitative Disclosures about Market Risk.
            17Item
                4.
            Controls
                and Procedures.
            17**PART
                II.**
            **OTHER
                INFORMATION**Item
                1.
            Legal
                Proceedings.
            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.
            18Item
                5.
            Other
                Information.
            18




Item
                6.
            Exhibits.
            18














**EXPLANATORY
      NOTE**




This
      Amendment No. 1 on Form 10-Q (“Amendment” or "Form 10-Q/A") to our Quarterly
      Report on Form 10-Q for the fiscal quarter ended September 30, 2004, which
      was
      filed with the Securities and Exchange Commission on November 22, 2004 (the
      “Original Filing”), is being filed to amend Part I, Item 1 Financial Statements,
      Part I, Item 2 Management's Discussion and Analysis of Financial Condition
      and
      Results of Operation, and Part II, Item 2 Unregistered Sales of Equity
      Securities and Use of Proceeds in response to Staff comments received by
      Blackhawk relating to Blackhawk's financial statements. In addition, pursuant
      to
      Section 302 and 906 of the Sarbanes-Oxley Act of 2002, Blackhawk is including
      with this Amendment certain currently dated certifications.




This
      Form
      10-Q/A amends and replaces the Original Filing in its entirety. Blackhawk is
      refiling the entire Original Filing (as amended by this Form 10-Q/A) with this
      Form 10-Q/A. Except as described above, no changes have been made to the
      Original Filing.




**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements.**




4





***Paritz
      & Company, P.A.***




**BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 *UNAUDITED
        FINANCIAL STATEMENTS*
 *WITH*
 *REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM*
 *FROM
        INCEPTION (APRIL 22, 2004) TO SEPTEMBER 30, 2004*




5




**Paritz
                  & Company, P.A.**
              15
                  Warren Street, Suite 25
                Hackensack,
                  New Jersey 07601
                (201)342-7753
                Fax:
                  (201) 342-7598
                E-Mail:
                  paritz @paritz.comCertified
                  Public Accountants


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





Board
      of
      Directors


**Blackhawk
      Capital Group BDC Inc.**


New
      York,
      New York





We
      have
      reviewed the accompanying statement of assets and liabilities of Blackhawk
      Capital Group BDC Inc. as of September 30, 2004 and the related statements
      of
      operations, changes in net assets, stockholders’ equity and cash flows for the
      period from inception (April 22, 2004) to September 30, 2004 in accordance
      with
      the standards of the Public Company Accounting Oversight Board (United States).
      All information included in these interim financial statements is the
      representation of the management of Blackhawk Capital Group BDC Inc.





A
      review
      consists principally of inquiries of company personnel and analytical procedures
      applied to financial data. It is substantially less in scope than an examination
      in accordance with the standards of the Public Company Accounting Oversight
      Board, the objective of which is the expression of an opinion regarding the
      financial statements taken as a whole. Accordingly, we do not express such
      an
      opinion.





Based
      on
      our review, we are not aware of any material modifications that should be made
      to the accompanying interim financial statements for them to be in conformity
      with generally accepted accounting principles generally accepted in the United
      States of America.




***Paritz
      & Company, P.A.***


Hackensack,
      New Jersey


October
      4, 2005


(Restated
      April 21, 2006)


6





**BLACKHAWK
      CAPITAL GROUP BDC INC.**





STATEMENT
      OF ASSETS AND LIABILITIES





SEPTEMBER
      30, 2004


(Unaudited)




**ASSETS**Cash
            
            $
            195Deferred
                offering costs
            
            
            91,907**TOTAL
                ASSETS**
            
            **$**
            **92,102****LIABILITIES**Due
                to affiliated company
            
            $
            91,907Accrued
                expenses
            
            
            75Due
                to former stockholder in connection with stock rescission
            
            
            45**92,027****NET
                ASSETS**Preferred
                stock, par value $.00001 per share
              15,000,000
                  shares authorized,
                8,500,000
                  shares issued and outstanding
            
            
            85Common
                stock, par value $.00001 per share
              1,000,000,000
                  shares authorized
                6,500,000
                  issued and outstanding
            
            
            65Accumulated
                net investment loss
            
            
            (75
            )**TOTAL
                NET ASSETS**
            
            
            **75****TOTAL
                LIABILITIES AND NET ASSETS**
            
            **$**
            **92,102****NET
                ASSET VALUE PER COMMON SHARE**
            
            **$**
            **.00001**




7




See
      report of independent registered public accounting firm





**BLACKHAWK
      CAPITAL GROUP BDC INC.**





STATEMENT
      OF OPERATIONS





FROM
      INCEPTION (APRIL 22, 2004) TO SEPTEMBER 30, 2004


(Unaudited)




**INVESTMENT
                INCOME:**Interest
                income
            $
            —**TOTAL
                INVESTMENT INCOME**
            **$**
            —**EXPENSES:**Filing
                fees
            
            75**TOTAL
                EXPENSES**
            
            **75****NET
                INVESTMENT (LOSS )AND****NET
                DECREASE IN ASSETS****RESULTING
                FROM OPERATIONS**
            **$**
            **(75**
            **)****LOSS
                PER COMMON SHARE,****BASIC
                AND DILUTED**
            **$**
            **(0.00001**
            **)****WEIGHTED
                AVERAGE SHARES OUTSTANDING,****BASIC
                AND DILUTED**
            
            **6,500,000**




See
      report of independent registered public accounting firm


8





**BLACKHAWK
      CAPITAL GROUP BDC INC.**





STATEMENT
      OF CHANGES IN NET ASSETS





FROM
      INCEPTION (APRIL 22, 2004) TO SEPTEMBER 30, 2004


(Unaudited)




**DECREASE
                IN NET ASSETS FROM OPERATIONS**Net
                investment income
            $
            (75
            )**NET
                DECREASE IN NET ASSETS****RESULTING
                FROM OPERATIONS**
            
            **(75**
            **)****CAPITAL
                STOCK TRANSACTIONS:**Proceeds
                from stock sold
            
            150**NET
                INCREASE IN NET ASSETS FROM****CAPITAL
                STOCK TRANSACTIONS**
            
            **150****TOTAL
                INCREASE IN NET ASSETS AND****NET
                ASSETS - END OF PERIOD**
            **$**
            **75**




See
      report of independent registered public accounting firm


9




**BLACKHAWK
      CAPITAL GROUP BDC INC.**





STATEMENT
      OF STOCKHOLDERS’ EQUITY





FROM
      INCEPTION (APRIL 22, 2004) TO SEPTEMBER 30, 2004


(Unaudited)




**COMMON
                STOCK**
            
            **PREFERRED
                STOCK****TOTAL**
            
            **SHARES**
            
            **AMOUNT**
            
            **SHARES**
            
            **AMOUNT**
            
            **ACCUMULATED**
              **NET**
                **INVESTMENT**
              **LOSS**Sale
                of formation stock to
              founders
                (at $.00001 per share)
            
            $
            65
            
            
            6,500,000
            
            $
            65
            
            
            —
            
            $
            —
            
            $
            —Sale
                of founder preferred stock
              (at
                $.00001 per share)
            
            
            85
            
            
            —
            
            
            —
            
            
            8,500,000
            
            
            85
            
            
            —Net
                loss
            
            
            (75
            )
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (75
            )BALANCE-SEPTEMBER
                30, 2004
            
            $
            75
            
            
            6,500,000
            
            $
            65
            
            
            8,500,000
            
            $
            85
            
            $
            (75
            )




See
      report of independent registered public accounting firm


10





**BLACKHAWK
      CAPITAL GROUP BDC INC.**





STATEMENT
      OF CASH FLOWS





FROM
      INCEPTION (APRIL 22, 2004) TO SEPTEMBER 30, 2004


(Unaudited)




**CASH
                FLOWS FROM OPERATING ACTIVITIES**
              **AND
                INVESTING ACTIVITIES:******Net
                investment loss and decrease in
              net
                assets resulting from operations
            $
            (75
            )****Adjustments
                to reconcile net decrease:****Increase
                in accrued expenses
            
            75**NET
                CASH PROVIDED BY OPERATING**
              **AND
                INVESTING ACTIVITIES**
            
            —**CASH
                FLOWS FROM FINANCING ACTIVITIES:******Net
                proceeds from the issuance of stock
            
            150Loan
                from affiliated company
            
            91,907Deferred
                offering costs
            
            (91,907
            )Due
                to former stockholder in connection with
              common
                stock rescission
            
            45**NET
                CASH PROVIDED BY FINANCING ACTIVITIES**
              **AND
                CASH - END OF PERIOD**
            **$**
            **195**




See
      report of independent registered public accounting firm




11





**BLACKHAWK
      CAPITAL GROUP BDC INC.**





NOTES
      TO
      FINANCIAL STATEMENTS





SEPTEMBER
      30, 2004


(Unaudited)




**1**
            **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 14, 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 will be able to acquire
      interests in small private businesses, as well as non-dividend paying public
      companies.





Blackhawk
      will attempt 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 will offer 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.





***Uses
      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
      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.





***Income
      taxes***





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109 (SFAS 109) which requires that deferred tax assets
      and liabilities be recognized for future tax consequences attributable to
      differences between financial statement carrying amounts of existing assets
      and
      liabilities and their respective tax bases. In addition, SFAS 109 requires
      recognition of future tax benefits, such as carryforwards, to the extent that
      realization of such benefits is more likely than not and that a valuation
      allowance be provided when it is more likely than not that some portion of
      the
      deferred tax asset will not be realized.


12




***Deferred
      offering costs***





These
      costs represent expenses incurred in connection with the preparation of the
      offer circular dated September 15, 2004. The costs are for legal fees ($85,000),
      accounting fees ($5,000) and filing fees ($1,907). These costs will be charged
      to additional paid-in capital proportionately as shares are sold.





***Restated
      financial statements***





These
      financial statements are being revised to include a schedule of financial
      highlights. (See Note 6.)





***Net
      loss per common share***





Basic
      and
      diluted loss per common share is calculated by dividing net loss by the weighted
      average number of outstanding common shares during the period. The Company
      has
      no potential shares that could dilute earnings per share in the
      future.





**2**  **STOCKHOLDERS’
      EQUITY**





The
      Company is authorized to issue 1,000,000,000 shares of common stock and, at
      September 30, 2004, was authorized to issue 15,000,000 shares of preferred
      stock, both with a par value of $.00001 per share. Shortly after formation,
      the
      Company sold 6,500,000 shares of common stock and 8,500,000 shares of preferred
      stock, net of 4,500,000 shares of common stock issued and subsequently
      rescinded, as discussed in Note 7, to its founders for an aggregate of
      $150.





Pursuant
      to an offering circular dated September 15, 2004, the Company commenced an
      offering to sell a minimum of 750,000 and a maximum of 45,000,000 shares of
      common stock at $.01 per share. Holders of shares of common stock are entitled
      to one vote for each share on all matters to be voted on by the stockholders.
      Holders of common stock do not have cumulative voting rights.





The
      Board
      of Directors is authorized to provide for the issuance of shares of preferred
      stock in series and to establish the number of shares to be included in each
      such series, and to fix the designation, powers, preferences and rights of
      the
      shares of each such series and the qualifications, limitations or restrictions
      thereof without any further vote or action by the stockholders. Any shares
      of
      preferred stock so issued would have priority over the common stock with respect
      to dividend or liquidation rights. The preferred stock outstanding at September
      30, 2004 has super voting rights entitling each share to 100 votes and has
      priority over the common stock with respect to dividend or liquidation rights.
      (See Note 7).





**3**  **INCOME
      TAXES**





Blackhawk
      has available net operating loss carryforwards for income tax purposes of
      approximately $75 which expire in 2024.


13




The
      Company has a deferred tax asset of approximately $15 resulting from available
      net operating loss carryforwards. Since Blackhawk has no operating history,
      a
      100% valuation allowance has been provided.





**4**  **DUE
      TO AFFILIATED COMPANY**





Amount
      due to affiliated company is non-interest bearing and is due on demand. This
      amount reflects expenses paid directly by a corporation controlled by the
      founder of Blackhawk in connection with formation of the corporation, offering
      costs for the offering plan and operating expenses.





**5** **RELATED
      PARTY TRANSACTIONS**





The
      Company shares office space and other administrative functions with the
      affiliated company referred to in Note 4 above at no charge to the Company.
      The
      Company expects to pay fair market value for such services following the close
      of its next offering.





**6
      FINANCIAL
      HIGHLIGHTS**





Financial
      highlights are required to be presented in accordance with Article 6 of
      Regulation S-X. Since the Company has not sold any shares pursuant to the
      offering plan, this schedule is not presented.





**7**  **SUBSEQUENT
      EVENTS**





Pursuant
      to an offering circular dated September 15, 2004, the Company commenced an
      offering to sell a minimum of 750,000 and a maximum of 45,000,000 shares of
      common stock at $.01 per share. During 2005 and 2004, the Company sold 8,891,680
      and 2,091,091 shares, respectively, for aggregate gross proceeds of $88,917
      and
      $20,919, respectively.





On
      November 9, 2005 the Board of Directors rescinded the issuance of shares of
      preferred stock to The Concorde Group Inc. The Company refunded to Concorde
      the
      $85 that Concorde paid for the shares. Concorde waived any rights it may have
      against Blackhawk in connection with the issuance and stated that it will not
      assert any claim against the Company. On November 12, 2005 certain investors
      returned 4,500,000 shares of common stock and will be refunded $45. Each
      investor waived any rights he or she may have against Blackhawk in connection
      with the issuance and stated that he or she will not assert any claim against
      the Company. On November 29, 2005, Blackhawk amended the Certificate of
      Incorporation in the State of Delaware to eliminate the right to issue preferred
      shares. As of November 29, 2005 all shares are to be common shares.





During
      2005 amount due to affiliates of $61,432 was converted into 6,143,200 shares
      of
      common stock (at $.01 per share).




14





**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 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.





*Accounting
      Policies*





*Basis
      of Presentation*





The
      Company's financial statements and related public financial information are
      based on the application of accounting principles generally accepted in the United
      States of
      America ("GAAP"). GAAP requires the use of estimates, assumptions, judgments
      and
      subjective interpretations of accounting principles that have an impact on
      the
      assets, liabilities, revenue and expense amounts reported. These estimates
      can
      also affect supplemental information contained in the external disclosures
      of
      the Company including information regarding contingencies, risk and financial
      condition. We believe our use of estimates and underlying accounting assumptions
      adhere to GAAP and are consistently and conservatively applied. Valuations
      based
      on estimates are reviewed by us for reasonableness and conservatism on a
      consistent basis throughout the Company. Primary areas where financial
      information of the Company is subject to the use of estimates, assumptions
      and
      the application of judgment include acquisitions, valuation of investments,
      and
      the realizability of deferred tax assets. We base our estimates on historical
      experience and on various other assumptions that we believe to be reasonable
      under the circumstances. Actual results may differ materially from these
      estimates under different assumptions or conditions.




*Use
      of Estimates in the Preparation of Financial Statements*





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of actual and 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.


15


*Valuation
      of Long-Lived and Intangible Assets*





The
      recoverability of long-lived assets requires considerable judgment and is
      evaluated on an annual basis or more frequently if events or circumstances
      indicate that the assets may be impaired. As it relates to definite life
      intangible assets, we apply the impairment rules as required by SFAS No. 121,
      "Accounting for the Impairment of Long-Lived Assets and Assets to be Disposed
      Of" as amended by SFAS No. 144, which also requires significant judgment and
      assumptions related to the expected future cash flows attributable to the
      intangible asset. The impact of modifying any of these assumptions can have
      a
      significant impact on the estimate of fair value and, thus, the recoverability
      of the asset.





*Income
      Taxes*





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 September 30, 2004, we estimated the allowance on net
      deferred tax assets to be one hundred percent of the net deferred tax
      assets.





*Portfolio
      and Investment Activity*





Blackhawk
      has not made any investments since its inception.





*Investment
      Strategy*





Blackhawk
      intends to make short-term and long-term debt and equity investments in
      companies with perceived growth potential. The Investment Committee intends
      to
      adopt a charter wherein these two criteria are weighed against other criteria
      including strategic fit, investment amount, management ability, etc. In
      principle, Blackhawk will prefer to make investments in companies where it
      can
      acquire at least a majority ownership interest in the outstanding capital of
      the
      portfolio company.





*Results
      of Operations*





*Sales
      Revenues*





From
      inception (April 22, 2004) through September 30, 2004, we had $0 revenues.
      We
      had a net loss of $75 for that same period.




*General
      and Administrative Expenses*





From
      inception (April 22, 2004) through September 30, 2004, general and
      administrative expenses were $75.





*Other
      Income (Expenses)*





For
      the
      period inception (April 22, 2004) through September 30, 2004, the Company
      achieved other income of $0. Blackhawk received $65 from the founders.


16





*Liquidity
      and Capital Resources*





From
      inception (April 22, 2004) through September 30, 2004, Blackhawk funded its
      cash
      operating requirements through loans from an affiliated company, The Concorde
      Group, Inc.





At
      September 30, 2004, Blackhawk owed approximately $91,907 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 the corporation, offering costs for the
      offering plan and operating expenses.





On
      April
      23, 2004, the Company issued 8,500,000 shares of Series A preferred stock and
      11,000,000 shares of common stock to its founders at $.00001 per share for
      a
      total of $195. On
      November 9, 2005 the Board of Directors rescinded the issuance of shares of
      preferred stock to The Concorde Group Inc. The Company refunded to Concorde
      the
      $85 that Concorde paid for the shares. Concorde waived any rights it may have
      against Blackhawk in connection with the issuance and stated that it will not
      assert any claim against the Company. On November 12, 2005 certain investors
      returned 4,500,000 shares of common stock and will be refunded $45.  The
      investors waived any rights it may have against Blackhawk in connection with
      the
      issuance and stated that it will not assert any claim against the Company. (See
      Note
      7 in financial statements above.)





**Item
      3. Quantitative and Qualitative Disclosures about Market
      Risk.**





We
      intend
      to invest in small and medium-sized companies, and our investments will be
      considered speculative in nature. Our investments may include securities that
      are subject to legal or contractual restrictions on resale that adversely affect
      the liquidity and marketability of such securities. As a result, we may be
      subject to risk of loss which may prevent our stockholders from achieving price
      appreciation and dividend distributions. The portion of our portfolio consisting
      of investments in private companies will also be subject to valuation risk.
      We
      expect to value our privately-held investments based on a determination of
      their
      fair value made in good faith by our board of directors on a quarterly basis
      in
      accordance with our established guidelines. In the absence of a readily
      ascertainable market value, the estimated values of our future investments
      may
      differ significantly from the values that would exist if a ready market for
      these securities existed. Any changes in valuation will be recorded in our
      statements of operations as "Net unrealized gain (loss) on
      investments."





**Item
      4. Controls and Procedures.**





(a)  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). 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 Securities
      Exchange Act of 1934.


17


(b)  There
      have not been any significant changes in the Company's internal control over
      financial reporting that occurred during our most recently completed fiscal
      quarter that have materially affected, or are reasonably likely to materially
      affect, the Company'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
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





There
      have been no sales of securities since Blackhawk elected to be treated as a
      business development company under the Investment Company Act.





**Item
      3. Defaults upon Senior Securities.**





This
      Section is not applicable.




**Item
      4. Submission of Matters to a Vote of Security Holders.**





There
      were no matters submitted to a vote of security holders during the third quarter
      ended September 30, 2004.





**Item
      5. Other Information.**





(a)  This
      Section is not applicable.




(b)  This
      Section is not applicable.




**Item
      6. Exhibits.**





Exhibit
                No.
            
            Description31.1
            
            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 2002C
            
            Blackhawk
                Capital Group BDC, Inc. Code of Conduct
                *





*
      Previously filed.


18




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
              8,
              2006
            By:
            /s/ Craig
              A.
              ZabalaCraig
                A. Zabala, Chief Executive Officer




Date: May
              8,
              2006
            By:
            /s/ Craig
              A.
              ZabalaCraig
                A. Zabala, Acting Chief Financial Officer




19