U.S.
        SECURITIES AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
 FORM
        10-Q
 
 (X)
        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE
        ACT OF 1934.
 
 For
        the 9
        month period ended September 30, 2005.
 
 (
        )
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
 SECURITIES
        EXCHANGE ACT OF 1934.
 
 For
        the
        transition period from to
 
 Commission
        File No. 814-00678
 
 BLACKHAWK
        CAPITAL GROUP BDC, INC.
 (Name
        of
        Small Business Issuer 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,
        New York 10005
 (Address
        of Principal Executive Offices)
 
 Registrant's
        telephone number, including area code (212) 566-8300
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15 (d) of the Exchange Act during the past 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.
 
 (1)
        Yes X   No
        __  (2)
        Yes X   No __
 
 State
        the
        number of shares outstanding of each of the Registrant's classes of common
        equity, as of the latest applicable date:
 
 28,126,781
        - October
        31, 2005
 
 1




BLACKHAWK
        CAPITAL GROUP BDC, INC.
 FORM
        10-Q
 September
        30, 2005
 
 INDEX
 PART
                  I - FINANCIAL INFORMATION
              PageItem
                  1 - Financial Statements
              3Balance
                  Sheet -
              5September
                  30, 2005Statements
                  of Operations -
              6For
                  the Nine Months Ended September 30, 2005Statement
                  of Stockholders’ Equity -
              7For
                  the Nine Months Ended September 30, 2005Statements
                  of Cash Flows -
              8For
                  the Nine Months Ended September 30, 2005Notes
                  to Financial Statements -
              9For
                  the Nine Months Ended September 30, 2005Item
                  2 - Plan of Operation
              11Item
                  3 - Quantitative and Qualitative Disclosures about Market
                  Risk
              15Item
                  4 - Controls and Procedures
              16PART
                  II - OTHER INFORMATION
              16Item
                  1 - Legal Proceedings
              16Item
                  2 - Unregistered Sales of Equity Securities and Use of
                  Proceeds
              16Item
                  3 - Default upon Senior Securities
              16Item
                  4 - Submission of Matters to a Vote of Security Holders
              16Item
                  5 - Other Information
              17Item
                  6 - Exhibits
              17






2




PART
        I. FINANCIAL
        INFORMATION
 
 ITEM
        1.
        FINANCIAL STATEMENTS
  ***Paritz
        & Company, P.A.***
  
 
 **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 **(A
        Development Stage Company)**
 
 *UNAUDITED
        FINANCIAL STATEMENTS*
 *WITH*
 *REPORT
        OF INDEPENDENT REGISTERED ACCOUNTING FIRM*
 
 *NINE
        MONTHS ENDED SEPTEMBER 30, 2005*


3




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


Certified
      Public Accountants




**REPORT
        OF INDEPENDENT REGISTERED ACCOUNTING FIRM**
 
 Board
        of
        Directors
 **Blackhawk
        Capital Group BDC Inc.**
 **(A
        Development Stage Company)**
 New
        York,
        New York
 
 
 We
        have
        reviewed the accompanying balance sheet of Blackhawk Capital Group DBC Inc.
        (A
        Development Stage Company) as of September 30, 2005 and the related statements
        of income and retained earnings and cash flows for the nine months then ended
        in
        accordance with the standards of the Public Accounting Oversight Board. All
        information included in these financial statements is the representation
        of the
        management of Blackhawk Capital Group DBC Inc. (A Development Stage
        Company).
 
 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 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 financial statements in order for them to be in conformity
        with generally accepted accounting principles.
 
 
 ***Paritz
        & Company, P.A.***
 
 Hackensack,
        New Jersey
 October
        4, 2005
   4


**BLACKHAWK
      CAPITAL GROUP BDC INC.**


**(A
      Development Stage Company)**





BALANCE
      SHEET





SEPTEMBER
      30, 2005


(Unaudited)







**ASSETS****CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              
              $
              83,304Prepaid
                  expenses
              
              
              7,775**TOTAL
                  CURRENT ASSETS**
              
              
              **91,079****OTHER
                  ASSETS:****Deferred
                  offering costs**
              
              
              **56,927****TOTAL
                  ASSETS**
              
              **$**
              **148,006****LIABILITIES
                  AND STOCKHOLDERS****=****EQUITY****CURRENT
                  LIABILITIES:**Due
                  to affiliated company
              
              $
              40,475Accrued
                  expenses
              
              
              6,849**TOTAL
                  CURRENT LIABILITIES**
              
              
              **47,324****STOCKHOLDERS’
                  EQUITY**
              
              
              **100,682****TOTAL
                  LIABILITIES AND STOCKHOLDERS****=****EQUITY**
              
              **$**
              **148,006**


See
          accountants’ review report
  5
  **BLACKHAWK
          CAPITAL GROUP BDC INC.**
 **(A
          Development Stage Company)**
 
 STATEMENT
          OF OPERATIONS
 (Unaudited)
 
 NINE
                    MONTHS
                  ENDED
                  SEPTEMBER
                    30, 2005
                
                THREE
                    MONTHS
                  ENDED
                  SEPTEMBER
                    30, 2005**REVENUES:**Interest
                    income
                
                $
                701
                
                $
                391**TOTAL
                    REVENUES**
                
                
                **701**
                
                
                **391****EXPENSES:**Professional
                    fees
                
                
                6,730
                
                
                5,230Consulting
                    fees
                
                
                12,000
                
                
                -Filing
                    fees
                
                
                1,910
                
                
                350Insurance
                
                
                2,892
                
                
                2,892State
                    and local taxes
                
                
                455
                
                
                -**TOTAL
                    EXPENSES**
                
                
                **23,987**
                
                
                **8,472****NET
                    LOSS**
                
                **$**
                **(23,286**
                **)**
                **$**
                **(8,081**
                **)**
   
 See
          accountants’ review report
  6
  **BLACKHAWK
          CAPITAL GROUP BDC INC.**
 **(A
          Development Stage Company)**
 
 STATEMENT
          OF STOCKHOLDERS = EQUITY
 
 NINE
          MONTHS ENDED SEPTEMBER 30, 2005
 (Unaudited)
 
 ADDITIONAL
                  
                  DEFICIT
                    ACCUMULATED
                    DURINGCOMMON
                      STOCK
                  
                  PREFERRED
                      STOCK
                  
                  PAID-IN
                  
                  DEVELOPMENTTOTAL
                  
                  SHARES
                  
                  AMOUNT
                  
                  SHARES
                  
                  AMOUNT
                  
                  CAPITAL
                  
                  STAGESale
                      of formation stock
                  
                  $
                  195
                  
                  
                  11,000,000
                  
                  $
                  110
                  
                  
                  8,500,000
                  
                  $
                  85
                  
                  $
                  -
                  
                  $
                  -Sale
                      of stock pursuant to offering plan
                  
                  
                  20,919
                  
                  
                  2,091,901
                  
                  
                  21
                  
                  
                  -
                  
                  
                  -
                  
                  
                  20,898
                  
                  
                  -Offering
                      costs
                  
                  
                  (4,272
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (4,272
                  )
                  
                  -Net
                      loss
                  
                  
                  (12,515
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (12,515
                  )Balance
                      - January 1, 2005
                  
                  
                  4,327
                  
                  
                  13,091,901
                  
                  
                  131
                  
                  
                  8,500,000
                  
                  
                  85
                  
                  
                  16,626
                  
                  
                  (12,515
                  )Sale
                      of stock pursuant to offering plan
                  
                  
                  39,118
                  
                  
                  3,911,762
                  
                  
                  39
                  
                  
                  -
                  
                  
                  -
                  
                  
                  39,079
                  
                  
                  -Offering
                      costs
                  
                  
                  (7,990
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (7,990
                  )
                  
                  -Net
                      loss
                  
                  
                  (13,403
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (13,403
                  )Balance
                      - April 1, 2005
                  
                  
                  22,052
                  
                  
                  17,003,663
                  
                  
                  170
                  
                  
                  8,500,000
                  
                  
                  85
                  
                  
                  47,715
                  
                  
                  (25,918
                  )1Sale
                      of stock pursuant to offering plan
                  
                  
                  111,231
                  
                  
                  11,123,118
                  
                  
                  111
                  
                  
                  -
                  
                  
                  -
                  
                  
                  111,120
                  
                  
                  -Offering
                      costs
                  
                  
                  (22,718
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (22,718
                  )
                  
                  -Net
                      loss
                  
                  
                  (1,802
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (1,802
                  )Balance
                      - June 30, 2005
                  
                  
                  108,763
                  
                  
                  28,126,781
                  
                  
                  281
                  
                  
                  8,500,000
                  
                  
                  85
                  
                  
                  136,117
                  
                  
                  (27,720
                  )Net
                      Loss
                  
                  
                  (8,081
                  )
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (8,081
                  )Balance
                      - September 30, 2005
                  
                  $
                  100,682
                  
                  
                  28,126,781
                  
                  $
                  281
                  
                  
                  8,500,000
                  
                  
                  85
                  
                  $
                  136,117
                  
                  $
                  (35,801
                  )
   
 See
            accountants’ review report
 7
 **BLACKHAWK
            CAPITAL GROUP BDC INC.**
 **(A
            Development Stage Company)**
 
 STATEMENT
            OF CASH FLOWS
 
 NINE
            MONTHS ENDED SEPTEMBER 30, 2005
 (Unaudited)
 
 **OPERATING
                        ACTIVITIES:******Net
                        loss
                    
                    $
                    (23,286
                    )****Changes
                        in operating assets and liabilities:****Due
                        to affiliated company
                    
                    
                    10,000****Deferred
                        offering costs
                    
                    
                    30,708****Accrued
                        expenses
                    
                    
                    1,849****Prepaid
                        expenses
                    
                    
                    (7,775
                    )**NET
                        CASH PROVIDED BY OPERATING ACTIVITIES**
                    
                    
                    **11,496****FINANCING
                        ACTIVITIES:******Net
                        proceeds from the issuance of stock
                    
                    
                    58,208**NET
                        CASH PROVIDED BY FINANCING ACTIVITIES**
                    
                    
                    **58,208****INCREASE
                        IN CASH**
                    
                    
                    **69,404****CASH
                        - BEGINNING OF PERIOD**
                    
                    
                    **13,600****CASH
                        - END OF PERIOD**
                    
                    **$**
                    **83,304**
  
 See
              accountants’ review report
  8
  **BLACKHAWK
              CAPITAL GROUP BDC INC.**
 **(A
              Development Stage Company)**
 
 NOTES
              TO
              FINANCIAL STATEMENTS
 
 SEPTEMBER
              30, 2005
 (Unaudited)
 
 **1**
                      **SIGNIFICANT
                          ACCOUNTING POLICIES**
 
 ***Business
                description***
 
 Blackhawk
                Capital Group BDC Inc. ( A the
                Company @ or
“Blackhawk”) was incorporated in the State of Delaware on April 26,
                2004.
 
 On
                September 14, 2004 the Company filed a Form N-54A, Notification with
                the
                Securities and Exchange Commission electing to become a Business
                Development
                Company pursuant to Section 54(a) of the Investment Company Act of
                1940.
 
 Blackhawk
                has been in the developmental stage since inception and its operations
                to date
                have been limited to issuing shares, other organizational matters
                and developing
                potential investment opportunities.
 
 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 intends to offer managerial assistance to eligible
                portfolio
                companies in which it invests.
 
 As
                a
                business development company, Blackhawk will be able to raise money
                to acquire
                interests in small private business, as well as non-dividend paying
                public
                companies.
 
 ***Uses
                of estimates in the preparation of financial
                statements***
 
 The
                preparation of financial statements in conformity with generally
                accepted
                accounting principles 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.
 
 ***Deferred
                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
  9
 **BLACKHAWK
                    CAPITAL GROUP BDC INC.**
 **(A
                    Development Stage Company)**
 
 NOTES
                    TO
                    FINANCIAL STATEMENTS
 
 SEPTEMBER
                    30, 2005
 (Unaudited)
 **2**
                      **STOCKHOLDERS’
                          EQUITY**
 
 The
                Company is authorized to issue 1,000,000,000 shares of common stock
                and
                15,000,000 shares of preferred stock, both with a par value of $.00001
                per
                share. Shortly after formation, the Company sold 11,000,000 shares
                of common
                stock and 8,500,000 shares of preferred stock to its founders for
                an aggregate
                of $195.
 
 Pursuant
                to an offering circular dated September 15, 2004, the Company has
                sold
                17,126,781 shares of common stock at $.01 per share for aggregate
                proceeds of
                $171,268.
 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. In the event of liquidation, dissolution
                  or winding up
                  of the Company, the holders of common stock are entitled to share
                  pro rata all
                  assets remaining after payment in full of all liabilities. All
                  of the
                  outstanding shares of common stock are fully paid and
                  non-assessable.
 
 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.
 
 **3**
                        **INCOME
                            TAXES**
 
 Blackhawk
                  has available net operating loss carryforwards for income tax purposes
                  of
                  approximately $33,000 which expire in 2024.
 
 The
                  Company has a deferred tax asset of approximately $6,600. Since
                  Blackhawk is a
                  development stage company with 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 according
                  to the
                  terms of the offering plan.
 
 **5**
                        **RELATED
                            PARTY TRANSACTIONS**
 
 The
                  Company shares office space and other administrative functions
                  with affiliated
                  companies, at no charge to the Company.
  10
 ITEM
                2.
                PLAN OF OPERATION
 
 GENERAL
 
 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.
 
 CRITICAL
                ACCOUNTING POLICIES
 
 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.
 
 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, 2005, we estimated the allowance on net deferred
                  tax assets to be
                  one hundred percent of the net
                  deferred tax assets.
 
 VALUATION
                  OF INVESTMENTS
 
 As
                  required by ASR 118, the investment committee of the company is
                  required to
                  assign a fair value to all investments. To comply with Section
                  2(a) (41) of the
                  Investment Company Act and Rule 2a-4 under the Investment Company
                  Act, it is
                  incumbent upon the board of directors to satisfy themselves that
                  all appropriate
                  factors relevant to the value of securities for which market quotations
                  are not
                  readily available have been considered and to determine the method
                  of arriving
                  at the fair value of each such security. To the extent considered
                  necessary, the
                  board may appoint persons to assist them in the determination of
                  such value, and
                  to make the actual calculations pursuant to the board's direction.
                  The board
                  must also, consistent with this responsibility, continuously review
                  the
                  appropriateness of the method used in valuing each issue of security
                  in the
                  company's portfolio. The directors must recognize their responsibilities
                  in this
                  matter and whenever technical assistance is requested from individuals
                  who are
                  not directors, the findings of such intervals must be carefully
                  reviewed by the
                  directors in order to satisfy themselves that the resulting valuations
                  are
                  fair.
 11
 
 No
                single
                standard for determining "fair value...in good faith" can be laid
                down, since
                fair value depends upon the circumstances of each individual case.
                As a general
                principle, the current "fair value" of an issue of securities being
                valued by
                the board of directors would appear to be the amount which the owner
                might
                reasonably expect to receive for them upon their current sale. Methods
                which are
                in accord with this principle may, for example, be based on a multiple
                of
                earnings, or a discount from market of a similar freely traded security,
                or
                yield to maturity with respect to debt issues, or a combination of
                these and
                other methods. Some of the general factors which the directors should
                consider
                in determining a valuation method for an individual issue of securities
                include:
                1) the fundamental analytical data relating to the investment, 2)
                the nature and
                duration of restrictions on disposition of the securities, and 3)
                an evaluation
                of the forces which influence the market in which these securities
                are purchased
                and sold. Among the more specific factors which are to be considered
                are: type
                of security, financial statements, cost at date of purchase, size
                of holding,
                discount from market value of unrestricted securities of the same
                class at time
                of purchase, special reports prepared by analysis, information as
                to any
                transactions or offers with respect to the security, existence of
                merger
                proposals or tender offers affecting the securities, price and extent
                of public
                trading in similar securities of the issuer or comparable companies,
                and other
                relevant matters.
 
 The
                board
                has arrived at the following valuation method for its investments.
                Where there
                is not a readily available source for determining the market value
                of any
                investment, either because the investment is not publicly traded,
                or is thinly
                traded, and in absence of a recent appraisal, the value of the investment
                shall
                be based on the following criteria:
 
 1.
                      Total
                          amount of Blackhawk's actual investment ("AI"). This amount
                          shall include
                          all loans, purchase price of securities, and fair value
                          of securities
                          given at the time of exchange.
 
 2.
                      Total
                          revenues for the preceding twelve months
                          ("R").
 
 3.
                      Earnings
                          before interest, taxes and depreciation
                          ("EBITD").
 
 4.
                      Estimate
                          of likely sale price of investment
                          ("ESP").
 
 5.
                      Net
                          assets of investment ("NA").
 
 6.
                      Likelihood
                          of investment generating positive returns (going
                          concern).
 
 The
                estimated value of each investment shall be determined as follows:
 
 ·
                      Where
                          no or limited revenues or earnings are present, then the
                          value shall be
                          the greater of the investment's a) net assets, b) estimated
                          sales price,
                          or c) total amount of actual
                          investment.
 
 ·
                      Where
                          revenues and/or earnings are present, then the value shall
                          be the greater
                          of one time (1x) revenues or three times (3x) earnings,
                          plus the greater
                          of the net assets of the investment or the total amount
                          of the actual
                          investment.
 
 ·
                      Under
                          both scenarios, the value of the investment shall be adjusted
                          down if
                          there is a reasonable expectation that the Company will
                          not be able to
                          recoup the investment or if there is reasonable doubt about
                          the
                          investments ability to continue as a going
                          concern.
 
 12
 Blackhawk
                has not retained independent appraisers to assist in the valuation
                of the
                portfolio investments because the cost was determined to be prohibitive
                for the
                current levels of investments.
 
 COMPANY
                STRATEGY
 
 Blackhawk
                Capital Group BDC, Inc. (the "Company” or “Blackhawk") is a closed-end, non -
                diversified Investment Company under the Investment Company Act of
                1940, as
                amended (the "Investment Company Act"). Blackhawk is engaged in the
                business of
                investing in small to mid-sized companies. A business development
                company is a
                type of Investment Company that generally must maintain 70% of its
                assets in
                new, financially troubled or otherwise qualified companies and offers
                significant managerial assistance to such companies.
 
 Blackhawk
                is currently engaged in an Application to the NASD for Authority
                for its share's
                to be quoted and traded on the OTC Bulletin Board. We have not yet
                acquired an
                interest in any companies, nor are we providing managerial assistance
                to any
                companies.
 
 Business
                development companies are not subject to the full extent of regulation
                under the
                Investment Company Act. Blackhawk is primarily engaged in the business
                of
                investing in and providing managerial assistance to developing companies,
                which,
                in its opinion, have significant potential for growth. Blackhawk's
                investment
                objective is to achieve long-term capital appreciation, rather than
                current
                income, on its investments. Currently, our investment activity is
                limited by our
                working capital. There is no assurance that our objective will be
                achieved.
 
 On
                September 20, 2004, the Company's Board of Directors elected to be
                regulated as
                a business investment company under the Investment Company Act of
                1940. As a
                business development company ("BDC"), the Company is required to
                maintain at
                least 70% of its assets invested in "eligible portfolio companies",
                which are
                loosely defined as any domestic company which is not publicly traded
                or that has
                assets less than $4 million.
 
 SEARCH
                FOR TARGET COMPANIES
 
 Blackhawk
                will search for target companies as potential candidates for an investment,
                loan, or stock acquisition.
 
 Blackhawk
                has not entered into agreements with any third parties to locate
                potential
                investment and acquisition candidates.
 
 Blackhawk
                may seek to locate a target company through solicitation. Such solicitation
                may
                include newspaper or magazine advertisements, mailings and other
                distributions
                to law firms, accounting firms, investment bankers, financial advisors
                and
                similar persons, the use of one or more World Wide Web sites and
                similar
                methods. If Blackhawk engages in solicitation, no estimate can be
                made as to the
                number of persons who may be contacted or solicited. Blackhawk may
                utilize
                consultants in the business and financial communities for referrals
                of potential
                target companies. There is no assurance that Blackhawk will locate
                a target
                company or that an acquisition or investment will be successful.
 
 To
                date
                Blackhawk has not made any investments.
 
 13
 MANAGEMENT
                OF BLACKHAWK
 
 Blackhawk
                has no full time employees. There are three officers all of whom
                are
                shareholders of Blackhawk, as well: Craig A. Zabala, President, Chief
                Executive
                Officer and Chairman of the Board; Robert M. Fujii, Chief Financial
                Officer; and
                Brad D. Silver, Executive Vice President, Secretary and director.
                Each member of
                management has agreed to allocate a limited portion of his time to
                the
                activities of Blackhawk after the effective date of the registration
                statement
                without compensation. Potential conflicts may arise with respect
                to the limited
                time commitment by Management and the potential demands of the activities
                of
                Blackhawk.
 
 GENERAL
                BUSINESS PLAN
 
 The
                purpose of Blackhawk is to seek, investigate and, if such investigation
                warrants, acquire an interest in a business entity. Blackhawk will
                not restrict
                its search to any specific business, industry, or geographical location.
                Blackhawk may participate in a business venture of virtually any
                kind or nature.
                Management anticipates that initially, Blackhawk will be able to
                participate in
                only a small number of potential business ventures because Blackhawk
                has nominal
                assets and limited financial resources. This lack of diversification
                should be
                considered a substantial risk to the shareholders of Blackhawk because
                it will
                not permit Blackhawk to offset potential losses from one venture
                against gains
                from another.
 
 On
                September 20, 2004, Blackhawk elected to be treated as a Business
                Development
                Company and subject itself to the rules and regulations under the
                Investment
                Company Act of 1940. In its previous quarter, Blackhawk completed
                a Regulation E
                offering to raise between $7,500 and $450,000 for working capital
                and invest
                capital requirements. At the close of the offering on May 18, 2005,
                Blackhawk
                had sold 17,126,781 shares for a total of $171,268.
 
 Blackhawk
                may seek an investment and stock acquisition of entities which have
                recently
                commenced operations, or which wish to raise additional capital in
                order to
                expand into new products or markets, to develop a new product or
                service, or for
                other corporate purposes.
 
 Blackhawk
                seeks to invest in small operating companies, and in return, to receive
                an
                interest in such companies. Blackhawk will also offer managerial
                services to
                both companies in which it invest, as well as others.
 
 In
                analyzing prospective business opportunities, Blackhawk may consider
                such
                matters as the available technical, financial and managerial resources;
                working
                capital and other financial requirements; history of operations,
                if any;
                prospects for the future; nature of present and expected competition;
                the
                quality and experience of management services which may be available
                and the
                depth of that management; the potential for further research, development,
                or
                exploration; specific risk factors not now foreseeable but which
                then may be
                anticipated to impact the proposed activities of Blackhawk; the potential
                for
                growth or expansion; the potential for profit; the perceived public
                recognition
                or acceptance of products, services, or trades; name identification;
                and other
                relevant factors. This discussion of the proposed criteria is not
                meant to be
                restrictive of the virtually unlimited discretion of Blackhawk to
                search for and
                enter into potential business opportunities. Blackhawk’s investment committee
                will assign a fair value to its investments.
 
 Blackhawk
                will not restrict its search for any specific kind of business entities,
                but may
                acquire an interest in a venture which is in its preliminary or development
                stage, which is already in operation, or in essentially any stage
                of its
                business life. It is impossible to predict at this time the status
                of any
                business in which Blackhawk may become engaged, or whether such business
                may
                need to seek additional capital.
 
 TERMS
                OF
                A STOCK ACQUISITION
 
 In
                implementing a structure for a particular stock acquisition or investment,
                Blackhawk may become a party to a consolidation, joint venture, licensing
                agreement or other arrangement with another corporation or entity.
                Blackhawk may
                offer to take control of its board of directors and/or management.
 
 14
 It
                is
                anticipated that any securities issued in any such stock acquisition
                would be
                issued in reliance upon exemption from registration under applicable
                federal and
                state securities laws. In some circumstances, however, as a negotiated
                element
                of its transaction, the target company may agree to register all
                or a part of
                such securities immediately after the transaction is consummated
                or at specified
                times thereafter.
 
 Blackhawk
                will participate in a stock acquisition only after the negotiation
                and execution
                of appropriate agreements. Although the terms of such agreements
                cannot be
                predicted, generally such agreements will require certain representations
                and
                warranties of the parties thereto, will specify certain events of
                default, will
                detail the terms of closing and the conditions which must be satisfied
                by the
                parties prior to and after such closing and will include miscellaneous
                other
                terms.
 
 If
                Blackhawk stops or becomes unable to continue to pay its operating
                expenses
                Blackhawk may not be able to timely make its periodic reports required
                under the
                Exchange Act nor to continue to search for an acquisition target.
 
 The
                Board
                of Directors has passed a resolution which establishes a policy that
                Blackhawk
                will not seek an acquisition with any entity in which an officer,
                director,
                shareholder or any affiliate or associate of Blackhawk serves as
                an officer or
                director or affiliate.
 
 UNDERTAKINGS
                AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES
 
 As
                part
                of a subscription agreement to purchase shares of a target company,
                Blackhawk
                intends to obtain certain representations and warranties from a target
                company
                as to its conduct following the stock acquisition. The target company
                may also
                request certain representation s from
                Blackhawk such as (i) the agreement of Blackhawk to make all necessary
                filings
                and to take all other steps necessary to remain a reporting company
                under the
                Exchange Act for at least a specified period of time; (ii) giving
                assurances of
                ongoing compliance with the Securities Act, the Exchange Act, the
                Investment
                Company Act, the General Rules and Regulations of the Securities
                and Exchange
                Commission, and other applicable laws, rules and regulations.
 
 Prior
                to
                completion of an investment and/or share acquisition, Blackhawk may
                require that
                it be provided with written materials regarding the target company
                containing
                such items as a description of products, services and company history;
                management resumes; financial information; available projections,
                with related
                assumptions upon which they are based; an explanation of proprietary
                products
                and services; evidence of existing patents, trademarks, or service
                marks, or
                rights thereto; present and proposed forms of compensation to management;
                a
                description of transactions between such company and its affiliates
                during
                relevant periods; a description of present and required facilities;
                an analysis
                of risks and competitive conditions; a financial plan of operation
                and estimated
                capital requirements; audited financial statements; and other information
                deemed
                relevant.
 
 COMPETITION
 
 Blackhawk
                will remain an insignificant participant among business development
                companies.
                There are many established venture capital and financial concerns
                which have
                significantly greater financial and personnel resources and technical
                expertise
                than Blackhawk. In view of Blackhawk's combined limited financial
                resources,
                Blackhawk will continue to be at a significant competitive disadvantage
                compared
                to Blackhawk's competitors.
 
 ITEM
                3.
                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 We
                intend
                to invest in small and medium-sized companies, and our investments
                will
                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."
 
 15
 We
                consider the management of equity price risk essential to conducting
                our
                business and maintaining our profitability. It is our goal that in
                the near
                future our portfolio will consist of investments in private companies.
                We
                anticipate no impact on these investments from modest changes in
                public market
                equity prices. However, should significant changes in market prices
                occur, there
                could be a long-term effect on valuations of private companies, which
                could
                affect the carrying value and the amount and timing of gains realized
                on these
                investments. This could also affect our ability to generate cash
                through the
                sale of private equity investments, since there may not be realistic
                initial
                public offering opportunities.
 
 ITEM
                4.
                CONTROLS AND PROCEDURES
 
 (a) As
                of the end
                of the period covered by this quarterly report on Form10-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.
 
 (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
 
 None
 
 ITEM
                2.
                UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
 The
                company has closed it's Reg. E common stock offering at $.01 per
                share for a
                total of 17,126,781 shares sold for an aggregate consideration of
                $171,268. The
                proceeds of this sale were comprised of $109,836 in cash and $61,432
                of
                converted debt for equity at the Offering price of $.01 per share.
                At September
                30, 2005, the company had $83,304 of cash on hand; this amount represents
                75.2%
                of the cash raised in the Offering and is retained for investments
                and future
                operational expenses.
 
 ITEM
                3.
                DEFAULTS UPON SENIOR SECURITIES
 
 None.
 
 ITEM
                4.
                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 None.
 
 16
 ITEM
                5.
                OTHER INFORMATION
 
 None.
 
 ITEM
                6.
                EXHIBITS AND REPORTS ON FORM 8-K
 (a) 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
 
 (b) Reports
                on
                Form 8-K
 
 None
 
 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.
 
 
 Date:
                          October 31, 2005
                      
                      By:/s/
                          Craig A. ZabalaCraig
                          A. Zabala, Chief Executive OfficerDate:
                          October 31, 2005
                      
                      By:/s/
                          Robert M. FujiiRobert
                          M. Fujii, Chief Financial Officer
 17