**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**|X|
      ANNUAL REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2005





**|_|
      TRANSITION REPORT UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________




*Commission
      File Number 000-51721*


_____________________________________________




**Black
      Nickel Acquisition Corp. II**





(Exact
      name of registrant as specified in its charter)





_______________________________________________








Delaware
              
              83-0432182(State
                  or other jurisdiction of
                incorporation
                  or organization)
              
              (I.R.S.
                  EmployerIdentification
                  No.)300
                  Colonial Center ParkwaySte
                  260Roswell,
                  Georgia
              
              30076(Address
                  of principal executive offices)
              
              (zip
                  code)
  Registrant’s
      telephone number, including area code:


(678)
        353-2190





_______________________________________________





Securities
      registered under Section 12(b) of the Exchange Act:





None.





Securities
      registered under Section 12(g) of the Exchange Act:





Common
      Stock, $0.0001 par value per share


-----------------------------------------


(Title
      of
      Class)











Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act 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.





Check
      whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange
      Act). Yes x No
o.





Indicate
      by check mark if there is no disclosure of delinquent filers in response to
      Item
      405 of Regulation S-K (§229.405 of this chapter) contained herein, and no
      disclosure will be contained, to the best of registrant's knowledge, in
      definitive proxy or information statements incorporated by reference in Part
      III
      of this Form 10-KSB. o





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


Yes
o
      No x .


The
      registrant did not have any revenue for the year ended December 31,
      2005.





As
      of
      March 30, 2006, there were 1,500,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**








**FORWARD-LOOKING
      STATEMENTS**





Certain
      statements made in this Annual Report on Form 10-KSB are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of Black Nickel
      Acquisition Corp. II (the “Company”) to be materially different from any future
      results, performance or achievements expressed or implied by such
      forward-looking statements. The forward-looking statements included herein
      are
      based on current expectations that involve numerous risks and uncertainties.
      The
      Company's plans and objectives are based, in part, on assumptions involving
      the
      continued expansion of business. Assumptions relating to the foregoing involve
      judgments with respect to, among other things, future economic, competitive
      and
      market conditions and future business decisions, all of which are difficult
      or
      impossible to predict accurately and many of which are beyond the control of
      the
      Company. Although the Company believes its assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this Report will prove to be accurate. In light of the
      significant uncertainties inherent in the forward-looking statements included
      herein, the inclusion of such information should not be regarded as a
      representation by the Company or any other person that the objectives and plans
      of the Company will be achieved.














**PART
      I**




**Item
      1. Business.**







**Introduction**




Black
      Nickel Acquisition Corp. II (“we”, “us”, “our”, the “Company” or the
“Registrant”) was incorporated in the State of Delaware on May 26, 2005 and
      maintains principal offices at 300 Colonial Center Parkway, Suite 260, Roswell,
      Georgia 30076. Since inception, the Company has been engaged in organizational
      efforts and obtaining initial financing. The Company was formed as a vehicle
      to
      pursue a business combination and since the effectiveness of its registration
      statement on Form 10-SB has begun efforts in consummating a business
      combination.





The
      Company, based on proposed business activities, is a "blank check" company.
      The
      Securities and Exchange Commission (the “SEC”) defines those companies as "any
      development stage company that is issuing a penny stock, within the meaning
      of
      Section 3 (a)(51) of the Exchange Act, and that has no specific business plan
      or
      purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies." Many states have enacted statutes, rules
      and
      regulations limiting the sale of securities of "blank check" companies in their
      respective jurisdictions. The Company, as defined in Rule 12b-2 under the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), also is a
“shell company,” defined as a company with no or nominal assets (other than
      cash) and no or nominal operations. Management does not intend to undertake
      any
      efforts to cause a market to develop in our securities, either debt or equity,
      until we have successfully concluded a business combination. The Company intends
      to comply with the periodic reporting requirements of the Exchange Act for
      so
      long as we are subject to those requirements.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings.





**Competition**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly held corporation, the Company
      faces
      vast competition from other shell companies with the same objectives. The
      Company is in a highly competitive market for a small number of business
      opportunities which could reduce the likelihood of consummating a successful
      business combination. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.








1





**Employees**





The
      Company currently has no employees.





**RISK
      FACTORS**





An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.





**There
      may be conflicts of interest between our management and our non-management
      stockholders.**





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of other investors. A conflict of interest may arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. In addition, our
      officers and directors are currently involved with other blank check companies
      and conflicts in the pursuit of business combinations with such other blank
      check companies with which they and other members of our management are, and
      may
      be the future be, affiliated with may arise. If we and the other blank check
      companies that our officers and directors are affiliated with desire to take
      advantage of the same opportunity, then those officers and directors that are
      affiliated with both companies would abstain from voting upon the opportunity.





Further,
      HPC Capital Management Corp. (“HPC”), a registered broker-dealer, may act as
      investment banker, placement agent or financial consultant to the Company or
      an
      acquisition candidate in connection with a potential business combination
      transaction. Paul Mannion and Andrew Reckles, our officers and directors, are
      currently a Managing Director and Registered Person, respectively, of HPC.
      We
      cannot assure you that conflicts of interest among us, HPC and our stockholders
      will not develop.





**Our
      business is difficult to evaluate because we have no operating
      history.**





As
      the
      Company has no operating history or revenue and only minimal assets, there
      is a
      risk that we will be unable to continue as a going concern and consummate a
      business combination. The Company has had no recent operating history nor any
      revenues or earnings from operations since inception. We have no significant
      assets or financial resources. We will, in all likelihood, sustain operating
      expenses without corresponding revenues, at least until the consummation of
      a
      business combination. This may result in our incurring a net operating loss
      that
      will increase continuously until we can consummate a business combination with
      a
      profitable business opportunity. We cannot assure you that we can identify
      a
      suitable business opportunity and consummate a business
      combination.





**There
      is competition for those private companies suitable for a merger transaction
      of
      the type contemplated by management.**





We
      are in
      a
      highly competitive market for a small number of business opportunities which
      could reduce the likelihood of consummating a successful business combination.
      We will be an insignificant participant in the business of seeking mergers
      with,
      joint ventures with and acquisitions of small private and public entities.
      A
      large number of established and well-financed entities, including small public
      companies and venture capital firms, are active in mergers and acquisitions
      of
      companies that may be desirable target candidates for us. Nearly all these
      entities have significantly greater financial resources, technical expertise
      and
      managerial capabilities than we do; consequently, we will be at a competitive
      disadvantage in identifying possible business opportunities and successfully
      completing a business combination. These competitive factors may reduce the
      likelihood of our identifying and consummating a successful business
      combination.





2




**Future
      success is highly dependent on the ability of management to locate and attract
      a
      suitable acquisition.**





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of an
      identified business opportunity. W e
      cannot
      assure you that we will be successful in locating candidates with established
      operating histories. In the event we complete a business combination with a
      privately held company, the success of our operations may be dependent upon
      management of the successor firm or venture partner firm and numerous other
      factors beyond our control.





**Management
      intends to devote only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate and consummate a business combination.**




While
      seeking a business combination, management anticipates devoting no more than
      a
      few hours per week to the Company's affairs. Our officers have not entered
      into
      written employment agreements with us and are not expected to do so in the
      foreseeable future. This limited commitment may adversely impact our ability
      to
      identify and consummate a successful business combination.





**The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into and consummating a merger or
      acquisition with the most attractive private companies.**





Target
      companies that fail to comply with SEC reporting requirements may delay or
      preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the
      acquisition. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain the required audited
      statements may be inappropriate for acquisition so long as the reporting
      requirements of the Exchange Act are applicable.





**The
      Company may be subject to further government regulation which would adversely
      affect our operations.**





Although
      we will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”), since we will
      not be engaged in the business of investing or trading in securities. If we
      engage in business combinations which result in our holding passive investment
      interests in a number of entities, we could be subject to regulation under
      the
      Investment Company Act. If so, we would be required to register as an investment
      company and could be expected to incur significant registration and compliance
      costs. We have obtained no formal determination from the Securities and Exchange
      Commission as to our status under the Investment Company Act and, consequently,
      violation of the Investment Company Act could subject us to material adverse
      consequences.





3




**Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.**





If
      we
      enter into a business combination with a foreign concern, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency and balance of payments positions, and in other
      respects.





**There
      is currently no trading market for our common stock.**





Outstanding
      shares of our common stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act of 1933, as amended (the “Securities
      Act”) and any other applicable federal or state securities laws or regulations.
      These restrictions will limit the ability of our stockholders to liquidate
      their
      investment. Further, shares of our common stock cannot be sold under the
      exemptions from registration provided by Rule 144 under or Section 4(1) of
      the
      Securities Act, in
      accordance with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





**Our
      business will have no revenues unless and until we merge with or acquire an
      operating business.**





We
      are a
      development stage company and have had no revenues from operations. We may
      not
      realize any revenues unless and until we successfully merge with or acquire
      an
      operating business.





**The
      Company intends to issue more shares in a merger or acquisition, which will
      result in substantial dilution.**





Our
      certificate of incorporation authorizes the issuance of a maximum of
      75,000,000 shares of common stock and a maximum of 10,000,000 shares of
      preferred stock. Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and may result
      in
      substantial dilution in the percentage of our common stock held by our then
      existing stockholders. Moreover, the common stock issued in any such merger
      or
      acquisition transaction may be valued on an arbitrary or non-arm’s-length basis
      by our management, resulting in an additional reduction in the percentage of
      common stock held by our then existing stockholders. Our Board
      of
      Directors has the power to issue any or all of such authorized but unissued
      shares without stockholder approval. To the extent that additional shares of
      common stock or preferred stock are issued in connection with a business
      combination or otherwise, dilution to the interests of our stockholders will
      occur and the rights of the holders of common stock might be materially
      adversely affected.





4




**Our
      stockholders may engage in a transaction to cause the Company to repurchase
      their shares of common stock.**





In
      order
      to provide an interest in the Company to a third party, our stockholders may
      choose to cause the Company to sell Company securities to third parties, with
      the proceeds of such sale being utilized by the Company to repurchase shares
      of
      common stock held by the stockholders. As a result of such transaction, our
      management, principal stockholders and Board of Directors may change.





**The
      Company has conducted no market research or identification of business
      opportunities, which may affect our ability to identify a business to merge
      with
      or acquire.**





The
      Company has neither conducted nor have others made available to us results
      of
      market research concerning prospective business opportunities. Therefore, we
      have no assurances that market demand exists for a merger or acquisition as
      contemplated by us. It may be expected that any such target business or
      transaction will present such a level of risk that conventional private or
      public offerings of securities or conventional bank financing will not be
      available. There is no assurance that we will be able to acquire a business
      opportunity on terms favorable to us. Decisions as to
      which
      business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





**Because
      we may seek to complete a business combination through a “reverse merger”,
      following such a transaction we may not be able to attract the attention of
      major brokerage firms.**




Additional
      risks may exist since we will assist a privately held business to become public
      through a “reverse merger.” Securities analysts of major brokerage firms may not
      provide coverage of our Company since there is no incentive to brokerage firms
      to recommend the purchase of our common stock. No assurance can be given that
      brokerage firms will want to conduct any secondary offerings on behalf of our
      post-merger company in the future.





**We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.**





Following
      a business combination, we may seek the listing of our common stock on NASDAQ
      or
      the American Stock Exchange. However, we cannot assure you that following such
      a
      transaction, we will be able to meet the initial listing standards of either
      of
      those or any other stock exchange, or that we will be able to maintain a listing
      of our common stock on either of those or any other stock exchange. After
      completing a business combination, until our common stock is listed on the
      NASDAQ or another stock exchange, we expect that our common stock would be
      eligible to trade on the OTC Bulletin Board, another over-the-counter quotation
      system, or on the “pink sheets,” where our stockholders may find it more
      difficult to dispose of shares or obtain accurate quotations as to the market
      value of our common stock. In addition, we would be subject to an SEC rule
      that,
      if it failed to meet the criteria set forth in such rule, imposes various
      practice requirements on broker-dealers who sell securities governed by the
      rule
      to persons other than established customers and accredited investors.
      Consequently, such rule may deter broker-dealers from recommending or selling
      our common stock, which may further affect its liquidity. This would also make
      it more difficult for us to raise additional capital following a business
      combination.





5




**There
      is no public market for our common stock, nor have we ever paid dividends on
      our
      common stock.**





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until the Company completes a business
      combination with an operating business and such business files a registration
      statement under the Securities Act. Additionally, we have never paid dividends
      on our common stock and do not presently intend to pay any dividends in the
      foreseeable future. We anticipate that any funds available for payment of
      dividends will be re-invested into the Company to further its business strategy.





**Authorization
      of Preferred Stock.**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by its Board of Directors. Accordingly, our Board of Directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that the
      Company will not do so in the future.





**Control
      by Management.**





Management
      currently owns approximately 67% of all the issued and outstanding capital
      stock
      of the Company. Consequently, management controls the operations of the Company
      and, acting together, will
      have
      the ability to control substantially all matters submitted to stockholders
      for
      approval, including:





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control orimpede
                a merger, takeover or other business
                combination.





These
      stockholders will thus have substantial influence over our management and
      affairs and
      other
      stockholders of the Company possess no practical ability to remove management
      or
      effect the operations of the business of the Company. Accordingly, this concentration of ownership by itself may have the effect
      of
      impeding a merger, consolidation, takeover or other business consolidation,
      or
      discouraging a potential acquiror from making a tender offer for the common
      stock.








6




**Item
      2. Property.**





The
      Company neither rents nor owns any properties. The Company currently has no
      policy with respect to investments or interests in real estate, real estate
      mortgages or securities of, or interests in, persons primarily engaged in real
      estate activities.





**Item
      3. Legal Proceedings.**





The
      Company is not party to any legal proceedings nor is it aware of any
      investigation, claim or demand made on the Company that may reasonably result
      in
      any legal proceedings.




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





None.








**PART
      II**





**Item
      5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases
      of
      Equity Securities.**





**Common
      Stock**





The
      Company is authorized by its Certificate of Incorporation to issue an aggregate
      of 85,000,000 shares of capital stock, of which 75,000,000 are shares of common
      stock, par value $.0001 per share (the "Common Stock"). As of the date hereof,
      1,500,000 shares of Common Stock are issued and outstanding, and there are
      three
      holders of record of the Common Stock.





The
      Common Stock is not listed on a publicly-traded market.





**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of preferred stock, par value $.0001 per share (the “Preferred Stock”). The
      Company has not yet issued any of its preferred stock.




**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on its common stock and
      does
      not intend to declare or pay any cash dividend in the foreseeable future. The
      payment of dividends, if any, is within the discretion of the Board of Directors
      and will depend on the Company’s earnings, if any, its capital requirements and
      financial condition and such other factors as the Board of Directors may
      consider.








7




**Recent
      Sales of Unregistered Securities**





The
      Registrant issued a total of 1,500,000 shares of Common Stock on June 24, 2005,
      to three accredited investors for aggregate cash consideration of $50,000.
      The
      Registrant sold these shares of Common Stock under the exemption from
      registration provided by Section 4(2) of the Securities Act.





All
      purchasers represented in writing that they acquired the securities for their
      own account. A legend was placed on the stock certificate stating that the
      securities have not been registered under the Securities Act and cannot be
      sold
      or otherwise transferred without an effective registration or an exemption
      therefrom, but may not be sold pursuant to the exemptions provided by Section
      4(1) of the Securities Act or Rule 144 under the Securities Act, in accordance
      with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**




**Plan
      of Operation**





The
      Company has not realized any revenues from operations since inception, and
      its
      plan of operation for the next twelve months shall be to locate suitable
      acquisition or merger candidates. The Company may need additional cash advances
      from stockholders to pay for operating expenses until the Company consummates
      the merger with a privately-held company. Although it is currently anticipated
      that the Company can satisfy its cash requirements with additional cash
      advances, if needed, for at least the next twelve months, the Company can
      provide no assurance that it can continue to satisfy its cash requirements
      for
      such period.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition or merger transactions. No revenue has
      been generated by the Company during such period, and it is unlikely the Company
      will have any revenues unless it is able to consummate or effect an acquisition
      of, or merger with, an operating company, of which there can be no
      assurance.








8




**Item
      7. Financial Statements.**







BLACK
      NICKEL ACQUISITION CORP. II


***A
      Development Stage Company***


***Table
      of Contents***


*December
      31, 2005*











**Page****Report
              of Independent Registered
              Public Accounting Firm**
            
            
            F-1**Financial
              Statements**Balance
                Sheet
            
            
            F-2Statement
                of Operations
            
            
            F-3Statement
                of Changes in Stockholders’
                Equity
            
            
            F-4Statement
                of Cash Flows
            
            
            F-5**Notes
              to Financial
              Statements**
            
            
            F-6-F-7













Report
      of
      Independent Registered Public Accounting Firm














To
      the
      Board of Directors


Black
      Nickel Acquisition Corp. II


A
      Development Stage Company








We
      have
      audited the accompanying balance sheet of Black
      Nickel Acquisition Corp. II, a development stage company, as of December
      31, 2005 and the
      related statements of operations, changes in stockholders’ equity, and cash
      flows for the period May 26, 2005 (inception) through December 31, 2005. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Black Nickel Acquisition Corp.
      II,
      a development stage company, as of December
      31, 2005  and
      the
      results of its operations and its cash flows for the period May 26, 2005
      (inception) through December 31, 2005, in conformity with accounting principles
      generally accepted in the United States of America.








/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


East
      Meadow, New York


March
      29,
      2006







F-1


BLACK
      NICKEL ACQUISITION CORP. II


*A
      Development Stage Company*


*Balance
      Sheet*


*December
      31, 2005*








**Assets*****Current
                  Assets***Cash
                  and cash equivalents
              
              $
              37,441**Liabilities
                  and Stockholders’ Equity*****Current
                  Liabilities***Accrued
                  expenses
              
              $
              5,274***Stockholders’
                  Equity***Preferred
                  stock - $.0001 par value - 10,000,000 sharesauthorized;
                  -0- shares issued and outstandingCommon
                  stock - $.0001 par value - 75,000,000 sharesauthorized;
                  1,500,000 shares issued and outstanding
              
              
              150Additional
                  paid-in capital
              
              
              49,850(Deficit)
                  accumulated during the development stage
              
              
              (17,833
              )32,167$
              37,441











See
          notes to
          financial statements.
 F-2




BLACK
      NICKEL ACQUISITION CORP. II


*A
      Development Stage Company*


*Statement
      of Operations*


*For
      the Period May 26, 2005 (Inception) Through December 31, 2005*













***Net
                  Sales***
              
              $
              -***Cost
                  of Sales***
              
              
              -***Gross
                  Profit***
              
              
              -***General
                  and Administrative Expenses***
              
              
              17,833***Net
                  (Loss)***
              
              $
              (17,833
              )***Basic
                  and Diluted (Loss) Per Share***
              
              $
              (0.01
              )***Weighted
                  Average Number of Common Shares Outstanding***
              
              
              1,294,521













See
          notes to
          financial statements.
 F-3




BLACK
      NICKEL ACQUISITION CORP. II


*A
      Development Stage Company*


*Statement
      of Changes in Stockholders’ Equity*


*For
      the Period May 26, 2005 (Inception) Through December 31, 2005*





**********
              
              ***(Deficit)******Accumulated******Additional***
              
              ***During
                  the******Preferred
                Stock***
              
              ***Common
                  Stock***
              
              ***Paid-in***
              
              ***Development***
              
              ***Stockholders’******Shares***
              
              ***Amount***
              
              ***Shares***
              
              ***Amount***
              
              ***Capital***
              
              ***Stage***
              
              ***Equity******Balance*****-**May
                  26, 2005
              
              
              -
              
              $
              -
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of commonstock
              
              
              -
              
              
              -
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              -
              
              
              50,000Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (17,833
              )
              
              (17,833
              )***Balance***
                  -December
                  31, 2005
              
              
              
              
              
              
              
              
              1,500,000
              
              $
              150
              
              $
              49,850
              
              $
              (17,833)
              
              $
              32,167




See
          notes to
          financial statements.
 F-4





BLACK
      NICKEL ACQUISITION CORP. II


*A
      Development Stage Company*


*Statement
      of Cash Flows*


*For
      the Period May 26, 2005 (Inception) Through December 31, 2005*





***Cash
                  Flows from Operating Activities***Net
                  (loss)
              
              $
              (17,833
              )Adjustments
                  to reconcile net loss to net cash(used
                  for) operating activities:Accrued
                  expenses
              
              
              5,274(12,559
              )***Cash
                  Flows from Financing Activities***Proceeds
                  from issuance of common stock
              
              
              50,000***Net
                  Increase in Cash and Cash Equivalents***
              
              
              37,441***Cash
                  and Cash Equivalents***-
                  beginning
              
              
              -***Cash
                  and Cash Equivalents***-
                  end
              
              $
              37,441








See
          notes to
          financial statements.
 F-5




BLACK
      NICKEL ACQUISITION CORP. II


***A
      Development Stage Company***


***Notes
      to Financial Statements***


*December
      31, 2005*







1
              -
            Organization,
                Business, and Operations





Black
      Nickel Acquisition Corp. II (the “Company”) was incorporated in Delaware on May
      26, 2005, with the objective of acquiring or merging with an operating
      business.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target entity or business seeking the perceived advantages
      of being a publicly held corporation and, to a lesser extent, that desires
      to
      employ the Company’s funds in its business.




2
              -
            Summary
                of Significant Accounting Policies





The
      accompanying financial statements are prepared in accordance with accounting
      principles generally accepted in the United States. Significant accounting
      policies follow:





a.
            **Use
                of Estimates -**The
                preparation of the statement of financial condition in conformity
                with
                accounting principles generally accepted in the United States requires
                management to make estimates and assumptions that affect the amounts
                of
                assets and liabilities and disclosure of contingent assets and liabilities
                at the date of the statement of financial condition and reported
                amounts
                of revenues and expenses during the reporting period. Actual results
                could
                differ from those estimates.





b.
            **Cash
                and Cash Equivalents********-
                For purposes of the statement of cash flows, the Company considers
                highly
                liquid financial instruments purchased with a maturity of three months
                or
                less to be cash equivalents.





c.
            **Income
                Taxes**-
                The company utilizes the liability method of accounting for income
                taxes.  Under the liability method, deferred tax assets and
                liabilities are determined based on the differences between financial
                reporting basis and tax basis of the assets and liabilities and are
                measured using enacted tax rates and laws that will be in effect
                when the
                differences are expected to reverse.  An allowance against defered
                tax assets is recognized, when it is more likely than not, that such
                tax
                benefits will not be realized.





d.
            **Loss
                per Common Share**-
                Basic loss per share is calculated using the weighted-average number
                of
                common shares outstanding during each reporting period. Diluted loss
                per
                share includes potentially dilutive securities such as outstanding
                options
                and warrants, using various methods such as the*treasury
                stock*or*modified
                treasury stock*method in the determination of dilutive shares outstanding during
                each
                reporting period. The Company does not have any potentially dilutive
                instruments.





e.
            **Fair
                Value of Financial Instruments**-
                The carrying value of cash equivalents and accrued expenses approximates
                fair value due to the short term
                nature.




3
              -
            Equity
                Securities





Holders
      of shares of common stock shall be entitled to cast one vote for each share
      held
      at all stockholders’ meetings for all purposes, including the election of
      directors. The common stock does not have cumulative voting rights.




Continued
 F-6




The
      preferred stock of the Company shall be issued by the Board of Directors of
      the
      Company in one or more classes or one or more series within any class, and
      such
      classes or series shall have such voting powers, full or limited, or no voting
      powers, and such designations, preferences, limitations, or restrictions as
      the
      Board of Directors of the Company may determine, from time to time.





No
      holder
      of shares of stock of any class shall be entitled as a matter of right to
      subscribe for or purchase or receive any part of any new or additional issue
      of
      shares of stock of any class, or of securities convertible into shares of stock
      of any class, whether now hereafter authorized or whether issued for money,
      for
      consideration other than money, or by way of dividend.








4
              -
            Related
                Party Transaction





The
      Company utilizes the office space and equipment of one of its stockholders
      at no
      cost. Management estimates such amounts to be immaterial.




5
              -
            Income
                Taxes





The
      Company
      has approximately $7,000 in gross deferred tax assets at December 31, 2005,
      resulting from net operating loss carryforwards. A valuation allowance has
      been
      recorded to fully offset these deferred tax assets because the future
      realization of the related income tax benefits is uncertain. At December
      31, 2005, the Company has federal net operating loss carryforwards of
      approximately $18,000 available to offset future taxable income through 2025.





For
      the year
      ended December 31, 2005, the difference between the tax provision at the
      statutory federal income tax rate and the tax provision attributable to loss
      before income taxes is as follows (in percentages):





Statutory
              federal income tax rate
            
            
            (34
            )%State
              taxes - net of federal
              benefits
            
            
            (5
            )%Valuation
              allowance
            
            
            39
            %***Income
              Tax
              Rate***
            
            
            0
            %










F-7








**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





None.




**Item
      8A. Controls and Procedures.**





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Commission’s rules and forms. Disclosure
      controls and procedures include, without limitation, controls and procedures
      designed to ensure that information required to be disclosed by an issuer in
      the
      reports that it files or submits under the Exchange Act is accumulated and
      communicated to the issuer’s management, including its principal executive
      officer or officers and principal financial officer or officers, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure.





In
      accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
      completed under the supervision and with the participation of the Company’s
      management, including the Company’s principal executive officer and principal
      financial officer, of the effectiveness of the design and operation of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this Annual Report. Based on that evaluation, the Company’s Principal
      Executive Officer and Principal Financial Officer concluded that the Company’s
      disclosure controls and procedures are effective, to provide reasonable
      assurance that information required to be disclosed in the Company’s reports
      filed or submitted under the Exchange Act is recorded, processed, summarized,
      and reported within the time periods specified in the Commission’s rules and
      forms. There have been no changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended December 31, 2005, that materially affected, or were reasonably likely
      to
      materially affect, our internal controls over financial reporting.





**Item
      8B. Other Information.**





None.








**Part
      III**





**Item
      9. Directors and Executive Officers of the Registrant.**





(a)
      Identification of Directors and Executive Officers. The following table sets
      forth certain information regarding the Company’s directors and executive
      officers for the fiscal year ended December 31, 2005:





**Name**
            **Age**
            **Position**
            **Term**Paul
                T. Mannion Jr.
            42
            President
                and Director
            May
                26, 2005 thru PresentAndrew
                Reckles
            35
            Secretary
                and Director
            May
                26, 2005 thru Present








9





**Paul
      T. Mannion, Jr.** ,
      our
      President and a director, has been a Managing Director with HPC Capital
      Management Corp., an investment banking firm with locations in Georgia and
      New
      York City since May of 2001. Since 2001, Mr. Mannion has served as a General
      Partner of PEF Advisors, LLC, an investment advisory firm based in Atlanta
      Georgia. Prior to his position at HPC Capital Management Corp., Mr. Mannion
      served as Managing Director of the Investment Banking Division at vFinance
      Capital (previously known as Union Atlantic Capital, L.C.), an investment
      banking firm located in Miami, Florida, from January 2000 through June 2001.
      Mr.
      Mannion also served as President of Union Atlantic Capital, L.C. between May
      2000 and April 2001. From November 1995 to September 1999, Mr. Mannion was
      Senior Vice President of JW Genesis Securities, Inc, a NYSE member firm. Mr.
      Mannion held a Senior Vice President position with Josephthal & Co., Inc.
      (previously Josephthal, Lyon & Ross, Inc.), another NYSE member firm, for
      five years and was also associated with the following firms, First Atlanta
      Securities, LLC, Oppenheimer & Co. and Paine Webber, Inc. Mr. Mannion also
      serves as President and director of Black Nickel Acquisition Corp. I and Black
      Nickel Acquisition Corp. III (each a publicly reporting, non-trading company).
      Mr. Mannion received a degree with a double major in finance and accounting
      from
      the E. Claiborne Robins School of Business at the University of Richmond.





**Andrew
      Reckles** ,
      our
      Secretary and a director, has been a Registered Person at HPC Capital Management
      Corp., an investment banking firm with locations in Georgia and New York City
      since May of 2001. Since 2001, Mr. Reckles has served as a General Partner
      of
      PEF Advisors, LLC, an investment advisory firm based in Atlanta Georgia. Mr.
      Reckles served as Managing Director of the Investment Banking Division at
      vFinance Capital (previously known as Union Atlantic Capital, L.C.), an
      investment banking firm located in Miami, Florida, from January 2000 through
      June 2001. Mr. Reckles was Managing Director of Corporate Finance at First
      Atlanta Securities, LLC between August 1999 and December 1999. From November
      1995 to August 1999, Mr. Reckles was a Senior Vice President for JW Genesis
      Securities, Inc. Mr. Reckles was also associated with Prudential Securities
      Incorporated and Josephthal. & Co., Inc. (previously Josephthal, Lyon &
Ross, Inc.). Mr. Reckles also serves as Secretary and director of Black Nickel
      Acquisition Corp. I and Black Nickel Acquisition Corp. III (each a publicly
      reporting, non-trading company). Mr. Reckles attended Arizona State University.





The
      term
      of office of each director expires at the Company's annual meeting of
      stockholders or until their successors are duly elected and qualified. Directors
      are not compensated for serving as such. Officers serve at the discretion of
      the
      Board of Directors.





(b)
      Significant Employees. None.




(c)
      Family Relationships. None.




(d)
      Involvement in Certain Legal Proceedings. There have been no events under any
      bankruptcy act, no criminal proceedings and no judgments, injunctions, orders
      or
      decrees material to the evaluation of the ability and integrity of any director,
      executive officer, promoter or control person of Registrant during the past
      five
      years.




10




(e)
      The
      Board of Directors acts as the Audit Committee and the Board has no separate
      committees. The Company does not have a qualified financial expert at this
      time
      because it has not been able to hire a qualified candidate. Further, the Company
      believes that it has inadequate financial resources at this time to hire such
      an
      expert. The Company intends to continue to search for a qualified individual
      for
      hire.





**COMPLIANCE
      WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934**




Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC of forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the period from May 26, 2005 (inception) to December 31, 2005 and written
      representations that no other reports were required, the Company believes that
      no person who, at any time during such fiscal year, was a director, officer
      or
      beneficial owner of more than 10% of the Company’s common stock failed to comply
      with all Section 16(a) filing requirements during such fiscal
      year.




**CODE
      OF ETHICS**




We
      have
      not adopted a Code of Business Conduct and Ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller, or persons performing similar functions in that our officers
      and directors serve in all the above capacities.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers for services rendered during the
      fiscal year ended December 31, 2005.





**Name
                and Position**
            
            **Year**
            
            **Other
                Compensation**Paul
                T. Mannion Jr., President and Director
            
            2005
            
            NoneAndrew
                Reckles, Secretary and Director
            
            2005
            
            None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our directors, but we pay directors' expenses
      in
      attending board meetings. During the year ended December 31, 2005 no director
      expenses were reimbursed.





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





11





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of March 30, 2006, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





**Name
                and Address**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percentage
                of Class**Paul
                T. Mannion Jr. (1)
              300
                Colonial Center Parkway
              Suite
                260
              Roswell,
                Georgia 30076
            
            
            500,000
            
            
            33.3
            %Andrew
                Reckles (2)
              300
                Colonial Center Parkway
              Suite
                260
              Roswell,
                Georgia 30076
            
            
            500,000
            
            
            33.3
            %Robert
                Prag
              c/o
                The Del Mar Consulting Group, Inc.
              12220
                El Camino Real, Suite 400
              San
                Diego, CA 92130
            
            
            500,000
            
            
            33.3
            %All
                Directors and Officers as a Group (2 individuals)
            
            
            1,000,000
            
            
            67
            %





(1)
            Mr.
                Mannion is the President and a director of the
                Company.


(2)
            Mr.
                Reckles is the Secretary and a director of the
                Company.





**Item
      12. Certain Relationships and Related Transactions.**





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 of Regulation S-B.





**Item
      13. Exhibits and Reports on Form 8-K.**





Index
      to
      Exhibits





Exhibit  Description


*3.1
            Certificate
                of Incorporation





*3.2
            By-laws





31.1
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended December 31, 2005





12






31.2
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-KSB for the year ended December 31, 2005





32.1
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C.Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of2002.





32.2
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C.Section
                1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act
                of2002.





*  Filed
      as
      an exhibit to the Company's registration statement on Form 10-SB, as filed with
      the
      Securities and Exchange Commission on January 12, 2006, and incorporated herein
      by
      this reference.





(b)  Reports
      on Form 8-K. None.





**Item
      14. Principal Accountant Fees and Services**





Raich
      Ende Malter & Co. LLP (“Raich Ende”) is the Company's independent registered
      public accounting firm.





AUDIT
      FEES





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our Form 10-KSB or services that are normally provided in connection
      with statutory and regulatory filings were $5,000 for fiscal year ended December
      31, 2005.





AUDIT-RELATED
      FEES





Raich
      Ende fees billed for assurance and related services related to the audit or
      review of the Company’s financial statements were $0 for the fiscal year ended
      December 31, 2005.





TAX
      FEES





Raich
      Ende fees billed for professional services for tax compliance, tax advice,
      and
      tax planning were $0 for the fiscal year ended December 31, 2005.





ALL
      OTHER
      FEES





Raich
      Ende fees billed for other products and services were $0 for the fiscal year
      ended December 31, 2005.




13


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.




**BLACK
                NICKEL ACQUISITION CORP. II**Dated:
                March 30, 2006
              By:
              /s/ Paul
                T.
                Mannion Jr.Paul
                T. Mannion Jr.President








Pursuant
      to the requirements of the Securities Exchange Act of 1934, this Report has
      been
      signed below by the following persons on behalf of Registrant and in the
      capacities and on the dates indicated.








Title
              Date/s/ Andrew
                Reckles
              Secretary
              March 30, 2006Andrew
                Reckles