UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
January 26, 2013

blackhawk capital group bdc, inc.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Section 1 Registrant's Business and Operations

Item 1.02 Termination of a Material Definitive Agreement

Blackhawk Capital Group BDC, Inc., a Delaware corporation and business development company under the Investment Company Act of 1940 (“Blackhawk”), and its affiliate, The Concorde Group, Inc., a Delaware corporation (“Concorde”), had entered into that certain Transaction Agreement dated October 5, 2012 with Rosmir Capital Corp. ("Rosmir" or "Lender") of Toronto, Canada, (the “Transaction Agreement”). The Transaction Agreement was amended on November 30, 2012 by Amendment No. 1 to the Transaction Agreement (the “Amendment”). Reference is made to Blackhawk's Form 8-K filings with the SEC on October 9, 2012 and December 3, 2012 describing the Transaction Agreement with Rosmir and the Amendment, respectively. Both filings are fully incorporated herein by reference.

Blackhawk and Concorde terminated the Transaction Agreement, as amended, effective as of the date of this report as a result of the Lender’s failure to satisfy the condition precedent set forth in Section 2.4 of the Transaction Agreement concerning Blackhawk’s due diligence of the Lender. No early termination penalties were incurred by Blackhawk in connection with the termination.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.