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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 September 30, 2010

¨	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. Employer
incorporation or organization)	Identification No.)

880 Third Avenue, 12th Floor, New York, NY	10022-4730
(Address of principal executive offices)	(Zip Code)

(646) 833-1030

(Registrant’s telephone number, including area code)

_________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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

Large accelerated filer ¨ Accelerated filer ¨

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

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

Yes ¨ No x

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

Class		Outstanding on December 10, 2010

Common Stock, $0.00001 par value		32,467,484

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

EXPLANATORY NOTE

This Amendment No. 1 to the Form 10-Q for the fiscal quarter ended September 30, 2010 ("Form 10-Q") is being filed by Blackhawk Capital Group BDC Inc. ("Company") to set forth the review of the Form 10-Q by EisnerAmper LLP, the Company's independent public accountants.

BLACKHAWK CAPITAL GROUP BDC, INC.

INDEX

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements.

	Review Report of Independent Registered Public Accounting Firm	3

	Condensed Statements of Assets and Liabilities as of September 30, 2010 (unaudited) and December 31, 2009	4

	Condensed Schedule of Investments as of September 30, 2010 (unaudited) and December 31, 2009	5

	Condensed Statements of Operations for the three and nine months ended September 30, 2010 (unaudited) and September 30, 2009 (unaudited)	6

	Condensed Statements of Changes in Net Assets (Liabilities) for the nine months ended September 30, 2010 (unaudited) and year ended December 31, 2009	7

	Condensed Statement of Stockholders' Equity (Capital Deficit) for the nine months ended September 30, 2010 (unaudited) and year ended December 31, 2009	8

	Condensed Statements of Cash Flows for the nine months ended September 30, 2010 (unaudited) and September 30, 2009 (unaudited)	9

	Notes to Condensed Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	21

Item 4	Controls and Procedures.	21

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings.	22

Item 1A.	Risk Factors.	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	22

Item 3.	Defaults upon Senior Securities.	22

Item 4.	Submission of Matters to a Vote of Security Holders.	22

Item 5.	Other Information.	23

Item 6.	Exhibits.	23

REVIEW REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Board of Directors

Blackhawk Capital Group BDC, Inc.

We have reviewed the accompanying condensed statement of assets and liabilities of Blackhawk Capital Group BDC, Inc. (the "Company") as of September 30, 2010, including the schedule of investments, and the related condensed statements of operations for the three and nine-month periods ended September 30, 2010 and 2009, changes in net assets (liabilities) and stockholders’ equity (capital deficit) for the nine months ended September 30, 2010, and cash flows for the nine months ended September 30, 2010 and 2009 and financial highlights for the nine months ended September 30, 2010 and 2009. These interim condensed financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), 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 reviews, we are not aware of any material modifications that should be made to the accompanying interim condensed consolidated financial statements in order for them to be in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the condensed financial statements, the Company has had a net decrease in assets resulting from operations for the three and nine-month periods ended September 30, 2010 and as of September 30, 2010 has liabilities in excess of assets and may not be able to fund operating expenses without additional capital and/or loans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to this matter is also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have 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, 2009, including the schedule of investments, and the related statements of operations, changes in net assets, stockholders’ equity (capital deficit), and cash flows for the year then ended (not presented herein), and in our report dated March 30, 2010, we expressed an unqualified opinion on those financial statements which included an explanatory paragraph with respect to substantial doubt about the Company’s ability to continue as a going concern. In our opinion, the information set forth in the accompanying condensed statement of assets and liabilities as of December 31, 2009, including the schedule of investments, and the condensed statement of changes in net assets (liabilities) and stockholders’ equity (capital deficit) for the year ended December 31, 2009, is fairly stated in all material respects in relation to the financial statements from which it has been derived.

EisnerAmper LLP

New York, New York

December 10, 2010

BLACKHAWK CAPITAL GROUP BDC INC.

CONDENSED STATEMENTS OF ASSETS AND LIABILITIES

	SEPTEMBER 30,			DECEMBER 31,
	2010			2009
	(Unaudited)
ASSETS:
Investment at fair value (cost $250,000 and $326,350)	$	250,000		$	325,123
Cash and cash equivalents		82			59,715
Prepaid expenses		-			17,278

TOTAL ASSETS	$	250,082		$	402,116

LIABILITIES
Salaries Payable	$	35,000		$	-
Rent payable to affiliate		14,000			-
Due to affiliate		8,484			-
Accrued expenses		734,520			536,612
TOTAL LIABILITIES		792,004			536,612

NET LIABILITIES
Common stock, par value $0.00001 per share 1,000,000,000 shares authorized, 32,467,484 shares issued and outstanding in 2010 and 2009		325			325
Additional paid-in capital		2,106,641			2,106,641
Accumulated net investment loss		(2,648,888	)		(2,240,235	)
Net unrealized loss on investment		-			(1,227	)
TOTAL NET LIABILITIES		(541,922	)		(134,496	)

TOTAL LIABILITIES AND NET LIABILITIES	$	250,082		$	402,116

NET LIABILITY VALUE PER COMMON SHARE	$	(0.01669	)	$	(0.00414	)

See notes to condensed financial statements

BLACKHAWK CAPITAL GROUP BDC INC.

CONDENSED SCHEDULE OF INVESTMENTS

SEPTEMBER 30, 2010

(Unaudited)

COMPANY

INVESTMENT

INITIAL

ACQUISITION

DATE

NUMBER

UNITS

COST

FAIR

VALUE

% OF

TOTAL

ASSETS

MacroMarkets, LLC

Capital Interests

1/21/09

624,432

250,000

99.97

See notes to condensed financial statements

DECEMBER 31, 2009



COMPANY	INVESTMENT	INITIAL ACQUISITION DATE	PRINCIPLE AMOUNT / NUMBER OF OF UNITS		COST		FAIR VALUE		% OF TOTAL ASSETS
MacroMarkets, LLC	Capital Interests	1/21/09		624,432	$	250,000	$	250,000		62.17
Caterpillar Fin. 4.15% due 1/15/10	Notes	10/13/09	$	25,000		25,495		25,024		6.22
Citigroup 4.125% due 2/22/10	Notes	10/13/09	$	25,000		25,421		25,100		6.24
Protective Life 4.05% due 1/15/10	Notes	10/13/09	$	25,000		25,434		24,999		6.22
					$	326,350	$	325,123

See notes to condensed financial statements

BLACKHAWK CAPITAL GROUP BDC INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	THREE MONTHS ENDED SEPTEMBER 30						NINE MONTHS ENDED SEPTEMBER 30,
	2010			2009			2010			2009

INVESTMENT INCOME:
Interest income	$	-		$	131		$	192		$	6,099
TOTAL INVESTMENT INCOME		-			131			192			6,099

EXPENSES:
Compensation		15,000			31,124			64,969			206,925
Professional fees		48,020			140,317			250,935			499,358
Consulting fees		-			16,250			-			16,250
Advisory fees		2,263			2,188			7,104			12,030
Rent-related party		12,000			12,000			36,000			36,000
Filing fees		3,174			2,236			9,781			21,076
Insurance		7,960			14,516			24,445			26,476
Other		262			633			15,611			3,555
TOTAL EXPENSES		88,679			219,264			408,845			821,670

NET INVESTMENT LOSS		(88,679	)		(219,133	)		(408,653	)		(815,571	)
NET CHANGE IN UNREALIZED GAIN ON INVESTMENTS		-			1,288			1,227			1,288

NET DECREASE IN ASSETS RESULTING FROM OPERATIONS	$	(88,679	)	$	(217,845	)	$	(407,426	)	$	(814,283	)

LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.00273	)	$	(0.00671	)	$	(0.01255	)	$	(0.02508	)

WEIGHTED AVERAGE SHARES OUTSTANDING,
BASIC AND DILUTED		32,467,484			32,467,484			32,467,484			32,467,484

See notes to condensed financial statements

BLACKHAWK CAPITAL GROUP BDC INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS (LIABILITIES)

	NINE MONTHS ENDED SEPTEMBER 30, 2010			YEAR ENDED DECEMBER 31, 2009
	(Unaudited)

DECREASE IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(408,653	)	$	(986,533	)
Unrealized gain on investments		1,227			61
NET DECREASE IN ASSETS
RESULTING FROM OPERATIONS		(407,426	)		(986,472	)

CAPITAL STOCK TRANSACTIONS:
Stock-based compensation		-			132,000
NET INCREASE IN ASSETS FROM
CAPITAL STOCK TRANSACTIONS		-			132,000

TOTAL DECREASE IN NET ASSETS		(407,426	)		(854,472	)

NET (LIABILITIES) ASSETS - BEGINNING OF PERIOD		(134,496	)		719,976

NET LIABILITIES - END OF PERIOD	$	(541,922	)	$	(134,496	)

See notes to condensed financial statements

BLACKHAWK CAPITAL GROUP BDC INC.

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)



				COMMON STOCK				ADDITIONAL PAID-IN		NET UNREALIZED APPRECIATION/ (DEPRECIATION) ON			ACCUMULATED NET INVESTMENT
	TOTAL			SHARES		AMOUNT		CAPITAL		INVESTMENT			LOSS
Balance-December 31,2008	$	719,976			32,467,484	$	325	$	1,974,641	$	(1,288	)	$	(1,253,702	)

Net decrease in assets resulting from operations		(986,472	)		-		-				61			(986,533	)

Stock-based compensation		132,000							132,000

Balance-December 31, 2009		(134,496	)		32,467,484		325		2,106,641		(1,227	)		(2,240,235	)

Net decrease in assets resulting from operations		(407,426	)		-		-		-		1,227			(408,653	)

Balance-September 30, 2010 (unaudited)	$	(541,922	)		32,467,484	$	325	$	2,106,641	$	-		$	(2,648,888	)

See notes to condensed financial statements

BLACKHAWK CAPITAL GROUP BDC INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	NINE MONTHS ENDED SEPTEMBER 30,
	2010			2009

CASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES:
Net investment loss and net decrease in assets resulting from operations	$	(407,426	)	$	(814,283	)
Adjustments to reconcile net investment loss and net decrease in assets to net cash (used in) provided by operating activities:
Unrealized gain on investments		(1,227	)		(1,288	)
Stock Based Compensation		-			132,000
Expenses paid by affiliate		8,484			-
Change in operating assets and liabilities:
Increase in accrued expenses		197,908			323,119
Decrease (increase) in prepaid expenses		17,278			(21,450	)
Salaries payable		35,000			-
Rent payable to affiliate		14,000			-
					-
Purchase of Investments		-			(250,000	)
Proceeds from sale and maturity of investments		76,350			654,024

NET CASH (USED IN) PROVIDED BY OPERATING AND NET CHANGE IN CASH		(59,633	)		22,122

CASH AND EQUIVALENTS – BEGINNING OF PERIOD		59,715			172,797

CASH AND EQUIVALENTS – END OF PERIOD	$	82		$	194,919

SUPPLEMENTARY DISCLOSURE OF NON-CASH TRANSACTIONS
Expenses paid by affiliate	$	8,484		$	-

See notes to condensed financial statements

BLACKHAWK CAPITAL GROUP BDC INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2010

(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 is able to acquire interests in small private businesses, as well as non-dividend paying public companies.

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

Basis of presentation

These interim financial statements of the Company have been 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 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 were reviewed by an outside auditor and should be read in conjunction with the December 31, 2009 financial statements and notes thereto included in the Company’s Form 10-K as filed with the SEC.

The Company had a net decrease in assets resulting from operations for the three and nine-month periods ended September 30, 2010 of $88,679 and $407,426, respectively, and total net liabilities of $541,922 as of September 30, 2010. Since inception, the Company’s operations have been principally funded by Regulation E offerings and The Concorde Group, Inc. (“Concorde”), a corporation controlled by the founder and an affiliate of the Company. If the Company is unable to raise additional equity capital or if Concorde is unable to provide sufficient capital to the Company to fund its operational expenses, it would have an adverse impact on liquidity and operations. Such uncertainty raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not reflect any adjustment that might result from the outcome of this uncertainty. The Company intends to raise capital and access the equity markets to raise cash to fund investment; however, there can be no assurance that the Company will be able to raise capital.

New Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued new accounting guidance which expands disclosure requirements relating to fair value measurements. The guidance adds requirements for disclosing amounts of and reasons for significant transfers into and out of Levels 1 and 2 and requires gross rather than net disclosures about purchases, sales, issuance and settlements relating to Level 3 measurements. The guidance also provides clarification that fair value measurement disclosures are required for each class of assets and liabilities. Disclosures about the valuation techniques and inputs used to measure fair value for measurements that fall in either Level 2 or Level 3 are also required. The Company adopted the provisions of the guidance as of March 31, 2010. Disclosures are not required for earlier periods presented for comparative purposes. The new guidance affects disclosures only and therefore, the adoption had no impact on the Company’s results of operation or financial position.

Revenue recognition

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

Interest income is recorded on the accrual basis.

Realized gains or losses on investments are recorded on a trade date basis using the specific identification method.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted principles accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses during each reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of investments and the valuation allowance for deferred tax assets.

Investments

The Company's investments are carried at fair value.

Cash and cash equivalents

The Company considers all highly liquid investment instruments purchased with a maturity of three months or less to be cash equivalents.

Net loss per common share

Basic earnings (loss) per share is computed solely on the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share reflects all potential dilution of common stock as applicable.

The following table provides basic and diluted earnings (loss) per share for the three months ended September 30, 2010 and 2009:

		Net Loss				Weighted Average Shares				Basic and Diluted Loss Per Share
Three Months Ended September 30, 2010		$	(88,679	)			32,467,484			$	(0.00273	)

		Net Loss				Weighted Average Shares				Basic and Diluted Loss Per Share
Three Months Ended September 30, 2009		$	(217,845	)			32,467,484			$	(0.00671	)

The following table provides Basic and Diluted earning (loss) per share for the nine months ended September 30, 2010 and 2009:

	Net Loss			Weighted Average Shares		Basic and Diluted Loss Per Share
Nine Months Ended September 30, 2010	$	(407,426	)		32,467,484	$	(0.01255	)
Nine Months Ended September 30, 2009	$	(814,283	)		32,467,484	$	(0.02508	)

For the three and nine months ended September 30, 2010 and 2009, 600,000 shares attributable to stock options were excluded from the calculation of diluted EPS because the effect was anti-dilutive.

2. INCOME TAXES

The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amount and the tax bases of assets and liabilities. The Company regularly reviews its deferred tax assets for recoverability and establishes 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, 2010, total deferred tax assets aggregated approximately $1,142,000 and consist principally of net operating loss carry forwards and capitalized start up costs, which were fully reserved based on the likelihood of realization. The net operating loss will expire by 2029.

The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. As of September 30, 2010 and December 31, 2009, the Company has not recorded any unrecognized tax benefits. The Company's policy is to recognize interest and penalties in general and administrative expense.

The tax years 2006 through 2009 remain open to examination by the major tax jurisdictions to which the Company is subject.

3. FAIR VALUE MEASUREMENT

The Company carries its investments at fair value. Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction costs. A fair value hierarchy consists of three levels that are used to prioritize inputs to fair value techniques:

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Investments whose values are based on quoted market prices in active markets, and whose values are therefore classified as Level 1, consist of active listed equities.

Investments that trade in markets that are not considered to be active, but whose values are based on quoted market prices, dealer quotations or valuations provided by alternative pricing sources supported by observable inputs are classified as Level 2. These generally include certain U.S. government obligations and investment-grade corporate bonds.

Investments whose values are classified as Level 3 have significant unobservable inputs, as they may trade infrequently or not at all. Investments whose values are classified as Level 3 generally include private investments. When observable prices are not available for these securities, the Company uses one or more valuation techniques (e.g., the market approach or the income approach) for which sufficient and reliable data is available.

Within Level 3 of the fair value hierarchy, the use of the market approach generally consists of using comparable market transactions, while the use of the income approach generally consists of the net present value of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

The inputs used by the Company in estimating the value of investments classified as Level 3 may include the original transaction price, quoted prices for similar securities or assets in active markets, completed or pending third-party transactions in the underlying investment or comparable issuers, and changes in financial ratios or cash flows.

The values assigned to investments are based on available information and do not necessarily represent amounts that might be realized if a ready market existed and such differences could be material. Furthermore, the ultimate realization of such amounts depends on future events and circumstances and therefore valuation estimates may differ from the value realized upon disposition of individual positions.

The carrying values and estimated fair values of the Company's financial instruments for the periods presented are as follows:

	Total Value		Quote Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2010
Financial Assets
Membership Interest in LLC	$	250,000					$	250,000
Total Financial Assets	$	250,000					$	250,000

December 31, 2009:
Financial Assets
Notes	$	75,123		-	$	75,123	$	-
Membership Interest in LLC		250,000				-		250,000
Total Financial Assets	$	325,123		-	$	75,123	$	250,000

The following table presents additional information about assets measured at fair value using Level 3 inputs for the three and nine months ended September 30, 2010:

	Membership Interest In LLC
Balance as of January 1, 2010	$	250,000
Purchases		-
Balance as of September 30, 2010	$	250,000

There was no change in the unrealized gain/(losses) in earnings of the Company's Level 3 assets still held at September 30, 2010.

In the normal course of its business, the Company’s investments may be subject to the following risks:

Market risk represents the potential loss that can be caused by increases or decreases in the fair value of investments.

Interest rate risk is the risk that the fair value or future cash flows of fixed income or rate sensitive investments will increase or decrease because of changes in interest rates. Generally the value of fixed income securities will change inversely with changes in interest rates. As interest rates rise, the fair value of fixed income securities tends to decrease. Conversely, as interest rates fall, the fair value of fixed income securities tends to increase. This risk is generally greater for long-term securities than for short-term securities.

Credit risk represents the potential loss that would occur if counterparties fail to perform pursuant to the terms of their obligations. In addition to its investments, the Company is subject to credit risk to the extent a custodian or broker with whom it conducts business is unable to fulfill contractual obligations.

Liquidity risk is the risk that the Company will not be able to raise funds to fulfill its obligations, including inability to sell investments quickly or at close to fair value.

4. RELATED PARTY TRANSACTIONS

The Company shares office space and other administrative functions with Concorde. The Board voted to start paying Concorde monthly rent of $4,000 beginning January 1, 2009. Rent incurred in each of the three and nine months ended September 30, 2010 and 2009 amounted to $12,000 and $36,000, respectively. At September 30, 2010, $14,000 was due to Concorde.

Due to affiliate of $8,484 at September 30, 2010 represents expenses paid by Concorde on behalf of the Company.

5. INVESTMENT ADVISORY AGREEMENTS

Pursuant to an investment advisory management agreement dated October 31, 2006, Blackhawk engaged Barak Asset Management, LLC (“Barak”), a Delaware limited liability company who is an investment adviser registered under the Investment Advisers Act of 1940 (“Advisers Act”), to serve as an investment adviser to Blackhawk and manage its portfolio of investments. The agreement is for a one-year term and extendable for one year periods. The term of this agreement was extended to October 31, 2011. Any one-year extension of the Barak agreement must be approved by (a) the vote of the Company’s board of directors, or the vote of a majority of the Company’s outstanding voting securities, and (b) the vote of the majority of the Company’s independent directors.

Investment advisory fees are calculated based upon the average cash value of assets at the end of each quarter including the value of any withdrawals from the assets made during that quarter ranging from 0.05% to 0.22% of assets managed. Fees are billed and payable quarterly in arrears (or a prorated period when applicable).

For the three and nine months ended September 30, 2010 and 2009, the Company incurred fees in the amount of $2,263 and $2,188, respectively, and $7,104 and $12,030, respectively.

6. ACCRUED EXPENSES

Accrued expenses at September 30, 2010 and December 31, 2009 consist principally of legal fees.

7. STOCKHOLDERS’ EQUITY

During the nine months ended September 30, 2010 and for the year ended December 31, 2009, the Company did not sell or issue any shares of Common Stock.

8. FINANCIAL HIGHLIGHTS

The following is a schedule of financial highlights for the nine months ended September 30, 2010 and 2009, and the year ended December 31, 2009.

	NINE MONTHS ENDED September 30, 2010 (unaudited)			NINE MONTHS ENDED September 30, 2009 (unaudited)			YEAR ENDED DECEMBER 31, 2009

Per Share Data:
Net asset (liability) value – beginning of period	$	(0.00414	)	$	0.02218		$	0.02218
Net investment loss1		(0.01259	)		(0.02512	)		(0.03039	)
Net change in unrealized gain (loss) 1		0.00004			0.00410			0.00407

Net asset/(liability) value – end of period	$	(0.01669	)	$	0.00116		$	(0.00414	)

Total return based on net asset value 2		(303	)%		(95	)%		(119	)%

Common shares outstanding – end of period		32,467,484			32,467,484			32,467,484
Ratio/Supplemental Data:
Net assets/(liabilities) – end of period	$	(541,922	)	$	37,693		$	(134,496	)

Ratio of net investment loss to average net assets3		[4	]		(294	)%		(334	)%

Ratio of operating expenses to average net assets3		[4	]		296	%		336	%

1 Calculated based on weighted average shares outstanding during period.

Total returns for periods of less than one year not annualized. The rate of return for each period was calculated by taking the difference between the ending and beginning net asset value and dividing this difference by the beginning net asset value.

3 Annualized for periods less than one year.

Ratio was not presented as it is not considered meaningful because the Company had a net liability throughout the reporting period.

9. STOCK OPTION PLAN; STOCK-BASED COMPENSATION

In December 2008, the stockholders approved the Company's Stock Option Plan ("Stock Option Plan") which provides for 3,000,000 shares of common stock available for grant, of which 2,500,000 are reserved for incentive stock options, to the Company's officers, directors and key employees. A grant must be approved by the stock option committee of the Company (“Committee”).

The Committee may grant either incentive stock options (for purposes of Section 422 of the Internal Revenue Code of 1986, as amended), or nonqualified stock options. Except as described below for incentive stock options, the Committee generally has the discretion to determine the persons to whom stock options will be granted, the number of shares subject to such options, the exercise prices of such options, the vesting schedules with respect to such options, the terms of such options, as well as the period, if any, following a participant's termination of service during which such option may be exercised, and the circumstances in which all or a portion of an option may become immediately exercisable or be forfeited.

All rights to exercise options shall terminate three (3) months after any optionee ceases to be an officer, director or a key employee of the Company except as otherwise provided by the Committee in an option agreement, and no options will vest after an optionee's termination date. If any officer or key employee is terminated by the Company for cause, his or her options shall be forfeited immediately. Notwithstanding the foregoing, however, where an optionee's service as a director, officer or key employee of the Company terminates as a result of the optionee's death or his total and permanent disability, the optionee or the executors or administrators or distributees of the estate, as the case may be, shall have the right, from time to time within one year after the optionee's total and permanent disability or death and prior to the expiration of the term of the option, to exercise any portion of the option not previously exercised, in whole or in part, as provided in the respective option agreement.

In the discretion of the Committee the price due upon exercise of an option may be paid in cash or in shares of our common stock valued at their then current fair market value, or a combination of both. Shares delivered in payment of such price may be shares acquired by prior exercises of options or otherwise, in the Committee's discretion. Also in the discretion of the Committee, a participant may exercise an option as to only a part of the shares covered thereby and then, in an essentially simultaneous transaction, use the shares so acquired in payment of the exercise price for additional option shares.

Holders of options shall have no rights as shareholders unless and until such options are exercised and shares are delivered to such persons in accordance with the Stock Option Plan.

Incentive stock options may be granted only to persons who are employees (including directors who are also employees but excluding non-employee directors). Generally, incentive stock options must be granted within ten years of the date the Stock Option Plan is adopted, and the term of any incentive stock option may not exceed ten years. Furthermore, the aggregate fair market value of shares of Common Stock with respect to which any incentive stock options are exercisable for the first time by a participant during any calendar year may not exceed $100,000. Furthermore, the exercise price of incentive stock options must be at least 100% of the fair market value of the Common Stock at the time the incentive stock option is granted, except in the case of incentive stock options granted to any individual who owns more than 10% of the total combined voting power of all classes of our stock, in which case the exercise price of incentive stock options must be at least 110% of the fair market value of the Common Stock at the time of grant.

The Company accounts for stock-based payments by regarding stock-based compensation expense in the statement of operations over the vesting period based on the fair value of the award at the grant date.

The following table summarizes activity under the Company's stock option plans for the nine months ended September 30, 2010:

	Shares Under Options		Weighted Average Exercise Price		Remaining Contractual Life (In Years)		Aggregate Intrinsic Value

Outstanding at beginning of period		600,000	$	0.40
Grants
Exercised		—		—
Forfeited		—		—
Outstanding at end of period		600,000	$	0.40		8.33	$	0
Exercisable at end of period		600,000	$	0.40		8.33	$	0

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the closing price of the Company's common stock. As of September 30, 2010, there were no options outstanding to purchase shares with an exercise price below the quoted price of the Company's common stock.

There were no stock options granted during the three months ended September 30, 2010. The weighted average fair value at date of grant for options granted during the three months ended September 30, 2009 was $.22. The Company recorded $132,000 of compensation expense for the nine months ended September 30, 2009. Estimated unrecognized stock-based compensation relating to stock options as of September 30, 2010 is $0.

10. OTHER

Employment Agreement. On January 30, 2009, the Company entered into an Employment Agreement with Craig A. Zabala ("Zabala"), founder, Chairman, President and Chief Executive Officer, and acting Chief Financial Officer and Chief Compliance Officer, of the Company.

The term of the Employment Agreement is three (3) years (“Employment Period”). The Employment Period will be automatically renewed for one (1) additional year each year unless ninety (90) calendar days prior to the end of the term, the Company advises Zabala in writing that it does not wish to extend the Employment Period for an additional year.

Pursuant to the Employment Agreement, Zabala serves as President and Chief Executive Officer of the Company, provided that if the Company hires and/or enters into an employment agreement with any executive who serves as President and Chief Operating Officer of the Company, Zabala shall resign his position as President, but would keep his position as Chief Executive Officer. Zabala also agrees to serve as acting Chief Financial Officer and acting Chief Compliance Officer until the Company retains employees for such positions. The Employment Agreement also permits Zabala to perform work for Concorde and another affiliate, provided that such work does not compete with the business and business opportunities of the Company.

Zabala receives a base annual salary of $60,000 under the Employment Agreement. Each year, the Board of Directors may increase the base salary in its discretion. In the event that the Company sold a minimum of $3,000,000 of shares of its common stock in its 2009 private placement offering ("Offering") under Rule 506 under Regulation D under the Securities Act, the Company would have had to increase Zabala's annual base salary to $250,000 and pay him a $50,000 bonus (which bonus could have been increased proportionately if the Company raised more than $3,000,000 in the Offering but the amount of the bonus would not have been greater than $100,000). If the minimum amount is not raised in the Offering, Zabala's base salary remains at $60,000. The Offering was terminated on December 14, 2009 with no shares being sold and consequently Dr. Zabala was not paid any bonus and did not receive a salary increase.

The Employment Agreement terminates upon the earliest to occur of (i) Zabala's death or disability; (ii) cause or non-cause termination of Zabala by the Company; (iii) a termination by Zabala for "good reason" or Zabala resigns from the Company without "good reason" or (iv) Zabala is replaced as President and Chief Executive Officer of the Company (except if another executive is hired as President and Chief Operating Officer).

If Zabala is terminated without cause, or if he resigns for "good reason," he would receive accrued salary and bonuses, if any, to the end of the employment term. In addition, if Zabala is terminated without cause or if he resigns for "good reason," the Company must pay to Concorde rental payments of $4,000 per month from April 2004 until the month Zabala is terminated without cause or resigns for "good reason." If he is terminated for cause, he is not entitled to any rights or compensation under the Employment Agreement, provided that the Company must make the $4,000 monthly rental payment to its affiliate Concorde. If Zabala is terminated in the event of death or disability, or he resigns without "good reason," he shall only be entitled to receive accrued and unpaid base salary and benefits through the date of his employment termination. If the Company hires a replacement for Zabala who does not serve as President and Chief Operating Officer, but serves as Chief Executive Officer, Zabala would be entitled to the benefits above for a non-cause termination.

Stock Option Grant. Pursuant to the Employment Agreement, Zabala was granted 600,000 options to purchase shares of Common Stock at an exercise price of $0.40 per share (above the market value of $0.22 on date of grant) which expires on February 1, 2019. The options were fully vested upon issuance.

Macromarkets Investment. On January 12, 2009, Blackhawk entered into a Voting Capital Interests Purchase Agreement ("Purchase Agreement") with MacroMarkets LLC, a Delaware limited liability company ("MacroMarkets"). Pursuant to the Purchase Agreement, Blackhawk purchased a five percent (5%) membership interest in MacroMarkets for $250,000 and Craig A. Zabala, Chairman and Chief Executive Officer of Blackhawk, was appointed a non-voting board member of MacroMarkets. The Purchase Agreement contains standard representations, warranties and indemnification provisions. The transaction closed on January 12, 2009. Blackhawk used funds from working capital to make the equity investment.

11. SUBSEQUENT EVENT

On December 9, 2010 the Company entered into an interim employment agreement ("Interim Agreement") with Walter V. E. Parker ("Executive"). The term of the Interim Agreement is the first to occur of one year from the execution of the Interim Agreement or 90 days after final closing of Blackhawk's $5,000,000 (maximum) common stock offering under Regulation E of the Securities Act of 1933 ("Offering") when the Company will execute a formal employment agreement with the Executive ("Formal Agreement"). The purpose of the Interim Agreement is to have a President in place at the Company while the Company conducts its Regulation E Offering (as defined herein) who can assist with selling shares in the Offering and conducting the business and operations of the Company. The Board of Directors of the Company approved the interim agreement on December 6, 2010 by unanimous written consent.

Under the Interim Agreement, the Executive shall serve as President and will be paid a base salary of $10,000 for the first six months and $15,000 for the remainder of the term. His salary accrues, however, until the Company raises $1,000,000 in the Offering. He also receives the following stock options pursuant to the Company's Stock Option Plan and approval by the Company's Stock Option Committee: (a) upon $1,000,000 being raised in the Offering, 250,000 options at an exercise price of $0.40 per share; (b) upon the next $1,000,000 being raised in the Offering, an additional 250,000 options at the exercise price of $0.40; (c) upon the next $1,000,000 being raised in the Offering, an additional 200,000 options at the exercise price of $0.40; and (d) upon the next $1,000,000 being raised in the Offering, an additional 200,000 options at the exercise price of $0.40 per share. Until the Formal Agreement is entered into by the Company and the Executive, if the Executive is terminated for any reason other than cause and the Company has placed at least $1,500,000 of the Offering, he receives the greater of accrued salary to date or $100,000 severance payment and his options granted to date vest.

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 Blackhawk's business strategy, and other risks and uncertainties currently unknown to management.

Overview

Blackhawk is a business development company registered under the Investment Company Act of 1940 formed to engage in the business of investing primarily in small to mid-sized companies. The Company also intends to provide managerial assistance to developing companies. To date, the Company has made one investment in a portfolio company, MacroMarkets.

Accounting policies

Basis of presentation

Interim financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-X. Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. In the opinion of management, all adjustments, consisting solely of normal recurring accruals, considered necessary for the fair presentation of financial statements for the interim periods have been included. The results of operations for the current period are not necessarily indicative of results that ultimately may be achieved for the year. The interim unaudited financial statements and notes thereto were reviewed by an outside auditor and should be read in conjunction with the December 31, 2009 audited financial statements and notes thereto included in the Company’s Form 10-K as filed with the SEC.

Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of actual and contingent assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income or loss and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of investments and the valuation allowance for deferred tax assets.

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, 2010, total deferred tax assets aggregated $1,142,000, and consist principally of net operating loss carry forwards and capitalized start up costs which, were fully reserved based on the likelihood of realization. The net operating loss will expire by 2029.

The Company's investments are carried at fair value. See Note 3 to our Condensed Financial Statements for additional information with respect to investments.

Portfolio and investment activity

Blackhawk did not make any portfolio investments in 2008 or in prior years. However, on January 12, 2009, Blackhawk entered into a Voting Capital Interests Purchase Agreement ("Purchase Agreement") with MacroMarkets LLC, a Delaware limited liability company ("MacroMarkets"). Pursuant to the Purchase Agreement, Blackhawk purchased a five percent (5%) membership interest in MacroMarkets for $250,000 and Craig A. Zabala, Chairman and President of Blackhawk, was appointed a non-voting board member of MacroMarkets. The Purchase Agreement contains standard representations, warranties and indemnification provisions. The transaction closed on January 12, 2009. Blackhawk used funds from working capital to make the equity investment.

Results of operations

Investment income

For the three months ended September 30, 2010 and 2009, we had $0 and $131, respectively, of interest income.

For the nine months ended September 30, 2010 and 2009, we had $192 and $6,099, respectively, of interest income.

General and administrative expenses

For the three months ended September 30, 2010 and 2009, general and administrative expenses were $88,679 and $219,264, respectively. The decrease was due to a reduction in professional fees and compensation.

For the nine months ended September 30, 2010 and 2009, general and administrative expenses were $408,845 and $821,670, respectively. The decrease was due to a reduction in professional fees and compensation.

Liquidity and capital resources

From inception (April 22, 2004) through September 30, 2010, Blackhawk funded its cash operating requirements through the sale of its common stock and loans from an affiliated company, Concorde.

The net cash proceeds from the Regulation E offerings since inception have been $1,711,731 through September 30, 2010.

Blackhawk had a net decrease in assets resulting from operations for the three and nine-month periods ended September 30, 2010 of $ 88,679 and $407,426, respectively, for the nine months ended September 30, 2010, and had total net liabilities of $541,922 at September 30, 2010 and to date has made one investment in an eligible portfolio company, MacroMarkets, LLC. Blackhawk intends to raise capital and access the equity markets to raise cash to fund investments. The ability of Blackhawk to raise capital in this current market environment will be very difficult. Small business development companies similar to Blackhawk are encountering trying market conditions in attempts to raise capital. There can be no assurance that Blackhawk will be able to raise capital. Since inception, Blackhawk's operations have been principally funded by three Regulation E offerings and by loans from Concorde. If the Company is unable to raise capital or if Concorde is unable to provide sufficient capital to the Company to fund its operational expenses, it would have an adverse impact on liquidity and operations. Such uncertainty raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not reflect any adjustment that might result from the outcome of this uncertainty.

As of September 30, 2010, Concorde paid $8,484 of expenses on behalf of the Company.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are subject to financial market risks, including changes in the valuation of investments.

Interest rate risk

This Section is not applicable. Blackhawk does not have any interest-bearing liabilities at this time.

Portfolio valuation

Blackhawk intends to use the U.S. Private Equity Valuation Guidelines ("Guidelines") to provide its managers with a framework for valuing investments in portfolio companies at fair value and to provide greater consistency within the private equity industry with regard to valuation. These Guidelines are intended to assist managers in their estimation of fair value and are intended to be consistent with generally accepted accounting principles. Blackhawk has made one investment to date in MacroMarkets.

Item 4. Controls and Procedures.

Management Report on Internal Control Over Financial Reporting. The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control system is a process designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on our consolidated financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over financial reporting as of September 30, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated framework. Based upon this evaluation, management (consisting of one individual, Dr. Craig A. Zabala) concluded that the Company's disclosure controls and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. This conclusion regarding the Company's disclosure controls and procedures is based solely on management's conclusion that the Company's internal control over financial reporting are ineffective as identified in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and continues to be ineffective as of September 30, 2010. In connection with our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, our management assessed the effectiveness of the Company's internal control over financial reporting was not effective based on management's identification of the material weaknesses as follows: (1) Blackhawk has a material weakness in its internal controls due to a lack of segregation of duties, and (2) Blackhawk lacks the resources to hire additional personnel to perform this function until it raises additional capital.

Changes in Internal Controls over Financial Reporting. During the quarter ended September 30, 2010, there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to our evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Blackhawk is not a party in any legal proceedings. Blackhawk knows of no material legal proceedings pending or threatened, or judgments entered against any of its directors or officers in their capacity as such.

Item 1A. Risk Factors

This Section is not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

This Section is not applicable.

Item 3. Defaults upon Senior Securities.

This Section is not applicable.

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

There were no matters submitted to a vote of security holders during the third quarter ended September 30, 2010.

Item 5. Other Information.

This Section is not applicable.

Item 6. Exhibits.

31.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

31.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002

32.1	Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002

32.2	Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes Oxley Act of 2002

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: December 13, 2010	By:	/s/ Craig A. Zabala
		Craig A. Zabala, Chief Executive Officer


Date: December 13, 2010	By:	/s/ Craig A. Zabala
		Craig A. Zabala, Acting Chief Financial Officer

BLACKHAWK CAPITAL GROUP BDC INC 10-Q/A