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 **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 March 31, 2005
  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
                  
                  (I.R.S.
                      Employerincorporation
                      or organization)
                  
                  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 March 31, 2005Common
                  Stock, $0.00001 par value
              12,503,663
 
 
 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**
 
 **Page****PART
                  I.**
              **FINANCIAL
                  INFORMATION**Item
                  1.
              Financial
                  Statements.
              4Report
                  of Independent Registered Public Accounting Firm
              6Statement
                  of Assets and Liabilities as of March 31, 2005 (unaudited) and
                  December
                  31, 2004
              7Statement
                  of Operations for the three months ended March 31, 2005
                  (unaudited)
              8Statement
                  of Changes in Net Assets for the three months ended March 31, 2005
                  (unaudited) and from inception (April 22, 2004) to December 31,
                  2004
              9Statement
                  of Stockholders' Equity for the period from inception (April 22,
                  2004) to
                  March 31, 2005 (unaudited)
              10Statement
                  of Cash Flows for the three months ended March 31, 2005
                  (unaudited)
              11Notes
                  to Financial Statements
              12Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of Operations.
              16Item
                  3.
              Quantitative
                  and Qualitative Disclosures about Market Risk.
              19Item
                  4.
              Controls
                  and Procedures.
              19**PART
                  II.**
              **OTHER
                  INFORMATION**Item
                  1.
              Legal
                  Proceedings.
              19Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds.
              19Item
                  3.
              Defaults
                  upon Senior Securities.
              20Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders.
              20Item
                  5.
              Other
                  Information.
              20Item
                  6.
              Exhibits.
              20
 
 
 
 
 **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 March 31, 2005, which was
        filed
        with the Securities and Exchange Commission on April 25, 2005 (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*
  *THREE
        MONTHS ENDED MARCH 31, 2005*
  
 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 March 31, 2005 and the related statements of
        operations and cash flows for the three months then ended, and the statements
        of
        changes in net assets and stockholders’ equity for the three month period ended
        March 31, 2005 and for the period from inception (April 22, 2004) through
        December 31, 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.
 
 We
        previously audited in accordance with the standards of the Public Company
        Accounting Oversight Board (United States), the statement of assets and
        liabilities of the Company as of December 31, 2004, including the related
        statements of operations, cash flows, changes in net assets and stockholders’
equity for the period from inception (April 22, 2004) through December 31,
        2004
        and in our report dated February 27, 2005 (restated April 21, 2006) we expressed
        an unqualified opinion on those financial statements.
 
 ***Paritz
                  & Company, P.A.***Hackensack,
                  New Jersey
                April
                  15, 2005
                (Restated
                  April 21, 2006)
 
 
 6
 
 
 **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 STATEMENTS
        OF ASSETS AND LIABILITIES
 
 **MARCH
                  31, 2005**
              ****
              **DECEMBER
                  31, 2004**
              ********
              ****
              **(Unaudited)**
              ****
              ******ASSETS:**Cash
              
              $
              42,815
              
              $
              13,600Deferred
                  offering costs
              
              
              79,645
              
              
              87,635**TOTAL
                  ASSETS**
              
              **$**
              **122,460**
              
              **$**
              **101,235****LIABILITIES**Due
                  to affiliated company
              
              $
              98,908
              
              $
              91,908Accrued
                  expenses
              
              
              1,500
              
              
              5,000Due
                  to former stockholder in connection with stock rescission
              
              
              45
              
              
              45**TOTAL
                  LIABILITIES**
              
              
              **100,453**
              
              
              **96,953****NET
                  ASSETS**Preferred
                  stock, par value $.00001 per share 15,000,000 shares authorized,8,500,000
                  shares issued and outstanding in 2005 and 2004,
                  respectively
              
              
              85
              
              
              85Common
                  stock, par value $.00001 per share 1,000,000,000 shares
                  authorized,12,503,663 and 8,591,901 shares issued and outstanding
                  in 2005
                  and 2004, respectively
              
              
              125
              
              
              86Additional
                  paid-in capital
              
              
              47,715
              
              
              16,626Accumulated
                  net investment loss
              
              
              (25,918
              )
              
              (12,515
              )**TOTAL
                  NET ASSETS**
              
              
              **22,007**
              
              
              **4,282****TOTAL
                  LIABILITIES AND NET ASSETS**
              
              **$**
              **122,460**
              
              **$**
              **101,235****NET
                  ASSET VALUE PER COMMON SHARE**
              
              **$**
              **.00176**
              
              **$**
              **.00050**
 
 See
        report of independent registered public accounting firm
 
 7
  **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 STATEMENTS
        OF OPERATIONS
 
 THREE
        MONTHS ENDED MARCH 31, 2005
 (Unaudited)
  **INVESTMENT
                  INCOME:**Interest
                  income
              
              $
              37**TOTAL
                  INVESTMENT INCOME**
              
              
              **37****EXPENSES:**Professional
                  fees
              
              
              1,500Consulting
                  fees
              
              
              11,000Filing
                  fees
              
              
              485Other
              
              
              455**TOTAL
                  EXPENSES**
              
              
              **13,440****NET
                  INVESTMENT (LOSS) AND NET DECREASE IN ASSETS RESULTING FROM
                  OPERATIONS**
              
              **$**
              **(13,403**
              **)****LOSS
                  PER COMMON SHARE, BASIC AND DILUTED**
              
              **$**
              **(0.00124**
              **)****WEIGHTED
                  AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED**
              
              
              **10,796,201**
 
  See
        report of independent registered public accounting firm
 
 8
  **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 STATEMENTS
        OF CHANGES IN NET ASSETS
 (Unaudited)
 
 
 **THREE
                  MONTHS**
                **ENDED**
                **MARCH
                  31, 2005**
              
              **FROM
                  INCEPTION**
                **(APRIL
                  22, 2004)**
                **TO**
                **DECEMBER
                  31, 2004****DECREASE
                  IN NET ASSETS FROM OPERATIONS**Net
                  investment loss
              
              $
              (13,403
              )
              $
              (12,515
              )**NET
                  DECREASE IN NET ASSETS RESULTING FROM OPERATIONS**
              
              
              **(13,403**
              **)**
              
              **(12,515**
              **)****CAPITAL
                  STOCK TRANSACTIONS:**Proceeds
                  from common stock sold
              
              
              39,118
              
              
              21,069Offering
                  costs
              
              
              (7,990
              )
              
              (4,272
              )**NET
                  INCREASE IN NET ASSETS FROM CAPITAL STOCK
                  TRANSACTIONS**
              
              
              **31,128**
              
              
              **16,797****TOTAL
                  INCREASE IN NET ASSETS**
              
              
              **17,725**
              
              
              **4,282****NET
                  ASSETS - BEGINNING OF PERIOD**
              
              
              **4,282**
              
              
              **—****NET
                  ASSETS - END OF PERIOD**
              
              **$**
              **22,007**
              
              **$**
              **4,282**
 
 
 See
        report of independent registered public accounting firm
 
 9
  **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 STATEMENT
        OF STOCKHOLDERS’ EQUITY
 
 FOR
        THE
        PERIOD FROM INCEPTION (APRIL 22, 2004) TO MARCH 31, 2005
 
 **COMMON
                  STOCK**
              
              **PREFERRED
                  STOCK****TOTAL**
              
              **SHARES**
              
              **AMOUNT**
              
              **SHARES**
              
              **AMOUNT**
              
              **ADDITIONAL**
                **PAID-IN**
                **CAPITAL**
              
              **ACCUMULATED**
                **NET**
                **INVESTMENT**
                **LOSS**Sale
                  of formation stock to founders (at $.00001 per share)
              
              
              150
              
              
              6,500,000
              
              $
              65
              
              
              8,500,000
              
              $
              85
              
              $
              —
              
              $
              —Sale
                  of stock pursuant to offering plan (at $.01 per share)
              
              
              20,919
              
              
              2,091,901
              
              
              21
              
              
              —
              
              
              —
              
              
              20,898
              
              
              —Offering
                  costs
              
              
              (4,272
              )
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (4,272
              )
              
              —Net
                  loss
              
              
              (12,515
              )
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (12,515
              )Balance
                  - December 31, 2004
              
              
              4,282
              
              
              8,591,901
              
              
              86
              
              
              8,500,000
              
              
              85
              
              
              16,626
              
              
              (12,515
              )Sale
                  of stock pursuant to offering plan (at $.01 per share)
              
              
              39,118
              
              
              3,911,762
              
              
              39
              
              
              —
              
              
              —
              
              
              39,079
              
              
              —Offering
                  costs
              
              
              (7,990
              )
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (7,990
              )
              
              —Net
                  loss
              
              
              (13,403
              )
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (13,403
              )Balance
                  - March 31, 2005 - (Unaudited)
              
              $
              22,007
              
              
              12,503,663
              
              $
              125
              
              
              8,500,000
              
              $
              85
              
              $
              47,715
              
              $
              (25,918
              )
 
 See
        report of independent registered public accounting firm
 
 10
 
 **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 STATEMENTS
        OF CASH FLOWS
 
 THREE
        MONTHS ENDED MARCH 31, 2005
 (Unaudited)
 
 **CASH
                  FLOWS FROM OPERATING AND INVESTING ACTIVITIES:**Net
                  investment loss and decrease in****net
                  assets resulting from operations
              
              $
              (13,403
              )****Adjustments
                  to reconcile net decrease:****Increase
                  (decrease) in accrued expenses
              
              
              (3,500
              )**NET
                  CASH USED IN OPERATING AND INVESTING ACTIVITIES**
              
              
              **(16,903**
              **)****CASH
                  FLOWS FROM FINANCING ACTIVITIES:******Net
                  proceeds from the issuance of stock
              
              
              39,118Offering
                  costs
              
              
              —Loan
                  from affiliated company
              
              
              7,000Deferred
                  offering costs
              
              
              —Due
                  to former stockholder in connection with common stock
                  rescission
              
              
              —**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              **46,118****NET
                  INCREASE IN CASH**
              
              
              **29,215****CASH
                  - BEGINNING OF PERIOD**
              
              
              **13,600****CASH
                  - END OF PERIOD**
              
              **$**
              **42,815****Non-cash
                  financing activities:**Deferred
                  offering costs charged to additional paid-in capital
              
              $
              7,990
 
 See
        report of independent registered public accounting firm
 
 11
 
 
 **BLACKHAWK
        CAPITAL GROUP BDC INC.**
 
 NOTES
        TO
        FINANCIAL STATEMENTS
 
 MARCH
        31,
        2005
 (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***
 
 Interim
        financial statements of the Company are prepared in accordance with accounting
        principles generally accepted in the United States of America (“GAAP”) for
        interim financial information and pursuant to the requirements for reporting
        on
        Form 10-Q and Regulation S-X. Accordingly, certain disclosures accompanying
        annual consolidated financial statements prepared in accordance with GAAP
        are
        omitted. In the opinion of management, all adjustments, consisting solely
        of
        normal recurring accruals, considered necessary for the fair presentation
        of
        financial statements for the interim periods have been included. The results
        of
        operations for the current period are not necessarily indicative of results
        that
        ultimately may be achieved for the year. The interim Unaudited financial
        statements and notes thereto should be read in conjunction with the December
        31,
        2004 financial statements and notes thereto included in the Company’s Form 10-K
        as filed with the SEC.
 
  ***Restated
        financial statements***
 
 These
        financial statements are being restated to include a schedule of financial
        highlights.
 
 12
  **2**  **STOCKHOLDERS’
        EQUITY**
 
 The
        Company is authorized to issue 1,000,000,000 shares of common stock and,
        at
        March 31, 2005, 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. For the three months ended March 31, 2005,
        the
        Company sold 3,911,762 shares, for aggregate gross proceeds of
        $39,118.
 
 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 March
        31,
        2005 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**
 
 At
        March
        31, 2005, Blackhawk has available net operating loss carryforwards for income
        tax purposes of approximately $25,000 which expire in 2024 and
        2025.
 
 The
        Company has a deferred tax asset of approximately $5,000 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.
 
 
 13
  **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.
 
 The
        Company paid a consulting fee of $11,000 to a vice president and stockholder
        of
        the Company.
  14
 
 
 **6**  **FINANCIAL
        HIGHLIGHTS**
 
 The
        following is a schedule of financial highlights for the three months ended
        March
        31, 2005:
 
 **Per
                  Share Data:**Net
                  asset value - beginning of period
              
              $
              0.00050Net
                  investment loss *
              
              
              (0.00124
              )Issuance
                  of common stock
              
              
              0.00796Dilutive
                  effect of share issuance
              
              
              (0.00546
              )Net
                  asset value - end of period
              
              
              0.00176**Total
                  return based on net asset value ****
              
              
              (248
              %)Common
                  shares outstanding - end of period***
              
              
              12,503,663**Ratio/Supplemental
                  Data**:Net
                  assets - end of period
              
              $
              22,007Ratio
                  of net investment loss to average net assets****
              
              
              (408
              %)Ratio
                  of operating expenses to average net assets****
              
              
              409
              %
 
 *  Calculated
        based on average shares outstanding during period
 
 ** Total
        returns for periods of less than one year are not annualized
 
 *** Common
        shares outstanding are reduced by rescinded shares
 
 **** Annualized
        for periods less than one year
 
 
 **7**  **SUBSEQUENT
        EVENTS**
 
 From
        April 2, 2005 to May 10, 2005, the Company sold 11,123,118 shares of common
        stock for an aggregate consideration of $111,231, including $61,432 of amounts
        due to affiliate which was converted into 6,143,200 shares of common stock
        (at
        $.01 per share).
 
 15
 
 
 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.
 
 **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.
  
 16
  *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.
 
 *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 March 31, 2005, 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 December 31, 2004, we had $0 revenues.
        We had
        a net loss of $12,515 for that same period.
 
 17
  From
        January 1, 2005 through March 31, 2005, we had $0 revenues. We had a net
        loss of
        $13,403 for that same period.
 
 *General
        and Administrative Expenses*
 
 From
        inception (April 22, 2004) through December 31, 2004, general and administrative
        expenses were $12,530.
 
 From
        January 1, 2005 through March 31, 2005, general and administrative expenses
        were
        $13,440.
 
 *Other
        Income (Expenses)*
 
 For
        the
        period inception (April 22, 2004) through December 31, 2004, the Company
        achieved other income of $15. During this period, Blackhawk received $65
        from
        the founders and $20,919 from the sale of stock under its Regulation E
        offering.
 
 For
        the
        period January 1, 2005 through March 31, 2005, the Company achieved other
        income
        of $37. During this period, Blackhawk received $39,118 from the sale of stock
        under its Regulation E offering.
 
 *Liquidity
        and Capital Resources*
 
 From
        inception (April 22, 2004) through March 31, 2005, Blackhawk funded its cash
        operating requirements through the sale of its common stock and loans from
        an
        affiliated company, The Concorde Group, Inc.
 
 At
        March
        31, 2005, Blackhawk owed approximately $98,908 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 4, 2005, The Concorde Group,
        Inc.
        elected to convert a portion of Blackhawk debt totaling $61,432 into 6,143,200
        shares of Common Stock at the offering price (at $.01 per share) set forth
        in
        Regulation E under the Securities Act pursuant to Blackhawk’s Form 1-E and its
        Offering Circular.
 
 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.) Between September 27, 2004 and March 31,
        2005,
        Blackhawk sold 6,003,663 shares of its common stock at $.01 per share for
        a
        total of $60,037. These shares were sold pursuant to an offering under
        Regulation E under the Securities Act pursuant to Blackhawk’s Form 1-E and its
        Offering Circular.
 
 18
  **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.
 
 (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.**
 
 On
        September 27, 2004, Blackhawk commenced an offering pursuant to Regulation
        E
        under the Securities Act. Pursuant to this offering, Blackhawk is offering
        for
        sale a minimum of 750,000 shares and a maximum of 45,000,000 shares at $.01
        per
        share. In December 2004, this offering was amended to extend the offering
        period
        to June 15, 2005. As of March 31, 2005, Blackhawk had sold 6,003,663 shares
        for
        a total of $60,037. The net proceeds were used for working capital purposes,
        including payment of general and administrative expenses. Including 6,500,000
        shares issued to founders of Blackhawk for $65, as of September 30, 2005
        Blackhawk had issued a total of 23,626,781 shares of Common Stock for a total
        of
        $171,333.
 
 19
 
 
 **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 first
        quarter
        ended March 31, 2005.
 
 **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.
 
 20
  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
 
 21