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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended March 31, 2008
                                       or

[ ]         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 000-51721

                               LIBERATOR BDC, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                              83-0432182
     (State or other jurisdiction of          (IRS Employer Identification No.)
     incorporation or organization)

        1 DOCK STREET
          SUITE 525
 STAMFORD, CONNECTICUT 06902                          (203) 509-3330
(Address of principal executive offices)       (Registrant's telephone number,
                                                     including area code)

                                      N/A
         (Former name or former address, if changed since last report)



          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 at least the past 90 days. Yes [X]  No [ ]

          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 definition 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 filer   [ ]                       Smaller reporting company [X]
(Do not check if a 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 [X]  No [ ]

          As of May 14, 2008, Liberator BDC, Inc. had 3,544,117 shares of common
stock outstanding.
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<PAGE>
                               LIBERATOR BDC, INC.
                          QUARTERLY REPORT ON FORM 10-Q



                                                          TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                              Page
------------------------------------------------------------------------------------------------------------------
<S>   <C>                                                                                                    <C>
PART I - FINANCIAL INFORMATION

  ITEM 1.  Financial Statements
             Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007 ..........................  2
             Statements of Operations for the three months ended March 31, 2008 and 2007 and for
                the Cumulative Period from May 26, 2005 (Inception) through March 31, 2008
                (unaudited) .................................................................................  3
             Statements of Changes in Stockholders' Deficiency for the Cumulative Period
                from May 26, 2005 (Inception) through March 31, 2008 (unaudited) ............................  4
             Statements of Cash Flows for the three months ended March 31, 2008 and 2007 and for
                the Cumulative Period from May 26, 2005 (Inception) through March 31, 2008
                (unaudited) .................................................................................  5
             Notes to Financial Statements (unaudited) ......................................................  6

  ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations ............  9

  ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk. ...................................... 10

  ITEM 4.  Controls and Procedures .......................................................................... 10

PART II - OTHER INFORMATION

  ITEM 1.  Legal Proceedings ................................................................................ 10

  ITEM 1A. Risk Factors ..................................................................................... 11

  ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds ...................................... 11


  ITEM 3.  Defaults Upon Senior Securities .................................................................. 11

  ITEM 4.  Submission of Matters to a Vote of Security Holders .............................................. 11

  ITEM 5.  Other Information ................................................................................ 11

  ITEM 6.  Exhibits ......................................................................................... 11

           Signature Page
           Exhibit 10.1
           Exhibit 10.2
           Exhibit 31.1
           Exhibit 31.2
           Exhibit 32.1
------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                 1
<PAGE>

<TABLE>
<CAPTION>
                                                         LIBERATOR BDC, INC.
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                                           BALANCE SHEETS


                                                                                                         MARCH 31,     DECEMBER 31,
                                                                                                           2008            2007
--------------------------------------------------------------------------------------------------------------------- --------------
                                                                                                        (UNAUDITED)
<S>                                                                                                   <C>             <C>
                                                               ASSETS

CURRENT ASSETS:
  Cash                                                                                                  $  29,682       $  41,526
  Prepaid expenses                                                                                             --           5,926
                                                                                                      -----------     --------------
    Total current assets                                                                                   29,682          47,452
                                                                                                      -----------     --------------
Property and equipment, net of accumulated depreciation of $80 and $40,
    respectively                                                                                            2,321           2,361
                                                                                                      -----------     --------------
    Total assets                                                                                        $  32,003       $  49,813
                                                                                                      ===========     ==============

                                              LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
  Accounts payable                                                                                      $  25,826       $  11,676
  Notes payable - related parties                                                                          94,500          94,500
  Accrued Expenses                                                                                          6,434          15,062
                                                                                                      -----------     --------------
    Total current liabilities                                                                             126,760         121,238
                                                                                                      -----------     --------------
STOCKHOLDERS' DEFICIENCY:
  Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares
    issued                                                                                                    ---             ---
  Common stock, $.0001 par value; 75,000,000 shares authorized;
     3,544,117 shares issued and outstanding                                                                  354             354
  Additional paid-in capital                                                                              119,158         119,158
  Deficit accumulated during the development stage                                                       (214,269)       (190,937)
                                                                                                      -----------     --------------
     Total stockholders' deficiency                                                                       (94,757)        (71,425)
                                                                                                      -----------     --------------
     Total liabilities and stockholders' deficiency                                                     $  32,003        $ 49,813
                                                                                                      ===========     ==============

                                  SEE ACCOMPANYING NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS.
</TABLE>

                                                                 2
<PAGE>

<TABLE>
<CAPTION>
                                                         LIBERATOR BDC, INC.
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                                      STATEMENTS OF OPERATIONS
                                                             (unaudited)


                                                                                                   CUMULATIVE PERIOD FROM
                                                                   THREE MONTHS ENDED MARCH 31,         MAY 26, 2005
                                                                  ------------------------------    (INCEPTION) THROUGH
                                                                        2008           2007             MARCH 31, 2008
                                                                  --------------  --------------  -----------------------
<S>                                                               <C>             <C>             <C>
Net sales                                                           $         --     $       --      $              --
Cost of sales                                                                 --             --                     --
                                                                  --------------- --------------  -----------------------
 Gross profit                                                                 --             --                     --
                                                                  --------------- --------------  -----------------------
Expenses:
  General and administrative                                              21,280         10,756                208,908
                                                                  --------------- --------------  -----------------------
Loss before other expenses                                               (21,280)       (10,756)              (208,908)

Other expenses:
 Interest                                                                  2,052            114                  5,361
                                                                  --------------- --------------  -----------------------
    Net loss                                                        $    (23,332)    $  (10,870)     $        (214,269)
                                                                  =============== ==============  =======================

Basic and diluted loss per share                                    $      (0.01)    $    (0.01)


Basic and diluted weighted average
  number of common shares
  outstanding                                                          3,544,117      1,500,000



                                  SEE ACCOMPANYING NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS.

</TABLE>

                                                                 3
<PAGE>

<TABLE>
<CAPTION>
                                                         LIBERATOR BDC, INC.
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                          STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY



                                                                                                     Deficit
                                                                                                  Accumulated
                                      Preferred Stock           Common Stock     Additional         During the
                                 -----------------------   --------------------   Paid-in          Development
                                    Shares      Amount        Shares    Amount    Capital             Stage           Total
                                 -----------  ----------   ----------  --------  ----------      ----------------  ------------
<S>                              <C>          <C>          <C>        <C>        <C>             <C>               <C>
Balance, May 26, 2005                    --      $   --           --    $   --   $      --          $        --       $      --

  Issuance of common
     stock on June 24,
     2005                                --          --    1,500,000       150      49,850                   --          50,000
  Net loss                               --          --           --        --          --             (17,833)        (17,833)
                                 -----------  ----------   ---------- ---------  ----------      ----------------  ------------

Balance, December 31,
     2005                                --          --    1,500,000       150      49,850             (17,833)          32,167
  Net loss                               --          --           --        --          --             (34,462)        (34,462)
                                 -----------  ----------   ---------- ---------  ----------      ----------------  ------------
Balance, December 31,
  2006                                   --          --    1,500,000       150      49,850             (52,295)         (2,295)

  Sale of common stock
     for cash                            --          --    2,044,117       204      31,208                   --          31,412
  Compensatory charge                    --          --           --        --      38,100                   --          38,100
  Net loss                               --          --           --        --          --            (138,642)       (138,642)
                                 -----------  ----------   ---------- ---------  ----------      ----------------  ------------
Balance, December 31,
  2007                                   --          --    3,544,117       354     119,158            (190,937)        (71,425)

  Net loss (unaudited)                   --          --           --        --          --             (23,332)        (23,332)
                                 -----------  ----------   ---------- ---------  ----------      ----------------  ------------
Balance, March 31, 2008
  (unaudited)                            --      $   --    3,544,117    $  354   $ 119,158          $ (214,269)      $ (94,757)
                                 ===========  ==========   ========== =========  ==========      ================  ============



                                  SEE ACCOMPANYING NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS.
</TABLE>

                                                                 4
<PAGE>

<TABLE>
<CAPTION>
                                                         LIBERATOR BDC, INC.
                                                  (A DEVELOPMENT STAGE ENTERPRISE)
                                                      STATEMENTS OF CASH FLOWS
                                                             (unaudited)




                                                                                                          CUMULATIVE
                                                                                                          PERIOD FROM
                                                                                                          MAY 26, 2005
                                                                  THREE MONTHS ENDED MARCH 31,            (INCEPTION)
                                                                --------------------------------            THROUGH
                                                                    2008            2007                 MARCH 31, 2008
                                                                --------------  ----------------      ------------------
<S>                                                             <C>             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           $   (23,332)  $   (10,870)          $       (214,269)
Adjustments to reconcile net loss to net cash used in
 operating activities:
   Depreciation                                                             40             --                         80
   Compensatory element of stock issuances                                  --             --                     38,100
CHANGES IN OPERATING ASSETS AND LIABILITIES:
   Prepaid expenses                                                      5,926        (5,625)                         --
   Accounts payable and accrued expenses                                 5,522          2,683                     32,260
                                                                ---------------  ---------------      ------------------
     Net cash used in operating activities                             (11,844)      (13,812)                  (143,829)
                                                                ---------------  ---------------      ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                           --            --                    (2,401)
                                                                ---------------  ---------------      ------------------
     Net cash used in investing activities                                   --            --                    (2,401)
                                                                ---------------  ---------------      ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related parties                                --        16,000                     94,500
Proceeds from sales of common stock                                          --            --                     81,412
                                                                ---------------  ---------------      ------------------
     Net cash provided by financing activities                               --        16,000                    175,912
                                                                ---------------  ---------------      ------------------

Net increase (decrease) in cash                                        (11,844)         2,188                     29,682
Cash at the beginning of period                                          41,526         3,155                         --
                                                                ---------------  ---------------      ------------------
Cash at the end of period                                          $     29,682  $      5,343          $          29,682
                                                                ===============  ===============      ==================




                                  SEE ACCOMPANYING NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS.
</TABLE>

                                                                 5
<PAGE>


                               LIBERATOR BDC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


1.  DEVELOPMENT STAGE ENTERPRISE

Black  Nickel  Acquisition  Corp.  II  ("Black  Nickel"),  a  development  stage
enterprise  was  incorporated  in  the  state  of  Delaware  on May 26, 2005 and
maintains principal offices in Stamford, Connecticut.  The Company was formed as
a vehicle to pursue a business combination.  On November 28, 2007,  Black Nickel
purchased  100  shares of common stock of Liberator BDC, Inc. ("Liberator")  for
$1.  As a result,  Liberator  became  a wholly-owned subsidiary of Black Nickel.
On  November  29, 2007, the Board of Directors  of  Black  Nickel  approved  and
authorized that Liberator would be merged with and into Black Nickel, with Black
Nickel as the surviving  corporation  of  the  merger.   In  connection with the
merger, Black Nickel adopted Liberator's corporate name.  On December  4,  2007,
Black  Nickel's  name  was changed to Liberator BDC, Inc. (the "Company"). Since
inception, the Company has  been engaged in organizational efforts and obtaining
initial financing.

On January 7, 2008, the company  elected, pursuant to the filing of a Form N-54A
with the U.S. Securities and Exchange Commission (the "SEC"), to be regulated as
a business development company ("BDC").  As defined under the Investment Company
Act  of 1940, as amended (the "1940  Act"),  a  BDC  is  a  domestic  closed-end
investment  company which is operated for the purpose of making certain types of
investments and  which  makes available significant managerial assistance to the
companies in which it invests.

The accompanying financial  statements  have  been  prepared  assuming  that the
Company  will continue as a going concern, which contemplates the recoverability
of assets  and the satisfaction of liabilities in the normal course of business.
The Company incurred net losses from May 26, 2005 (inception) through the period
ended March  31,  2008  of  $214,269.   In  addition,  the Company's development
activities since inception have been financially sustained  through  equity  and
debt  financing.   These  factors  raise  substantial  doubt about the Company's
ability to continue as a going concern.  The ability of  the Company to continue
as  a  going  concern  is dependent upon management's plan to  raise  additional
capital from the sale of  stock,  receive  additional  paid  in capital from its
existing stockholders and ultimately, income from operations.   The accompanying
financial statements do not include any adjustments that might result  from  the
outcome of this uncertainty.

2.  BASIS OF PRESENTATION FOR INTERIM FINANCIAL STATEMENTS

The  accompanying  interim  financial  statements of the Company as of March 31,
2008 and for the three months  ended March 31, 2008 and 2007 have been  prepared
in  accordance  with  accounting   principles  generally  accepted  for  interim
financial  statements  presentation  and in accordance with the  instructions in
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by accounting  principles  generally  accepted in the United
States of America for complete financial statement presentation.  In the opinion
of management, all adjustments for a fair statement of the results of operations
and financial position for the interim periods presented have been included. All
such adjustments are of a normal recurring  nature.  The accompanying  financial
statements  and  the  information   included  under  the  heading   Management's
Discussion and Analysis of Financial  Condition and Results of Operations should
be read in  conjunction  with the Company's  audited  financial  statements  and
related  notes  included in the  Company's  Annual Report on Form 10-KSB for its
fiscal  year  ended  December  31,  2007.  In the  opinion  of  management,  all
adjustments (which include normal recurring  adjustments) necessary to present a
fair  statement  of  financial  position  as of March 31,  2008,  and results of
operations,  and cash flows for the three month periods ended March 31, 2008 and
2007 and the cumulative  period from May 26, 2005 (Inception) to March 31, 2008,
as  applicable,  have been  made.  The  interim  results of  operations  are not
necessarily  indicative of the operating results for the full fiscal year or any
future periods.

3.  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:


                                       6
<PAGE>

                               LIBERATOR BDC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


USE OF ESTIMATES.  The preparation of financial  statements  in  conformity with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates  and  assumptions that affect the amounts of assets
and liabilities and disclosure of contingent  assets and liabilities at the date
of the balance sheet and reported amounts of revenues  and  expenses  during the
reporting period.  Actual results could differ from those estimates.

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 securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS.  Current assets and current liabilities are
carried at cost, which approximates their fair value because of their short-term
maturity.   The  note  payable  approximates  fair  value  based on market rates
available to the Company for financing with similar terms.

INCOME TAXES.  The Company accounts for income taxes in accordance with SFAS No.
109,  Accounting for Income Taxes, which requires recognition  of  deferred  tax
liabilities  and  assets for the expected future tax consequences of events that
have been included  in  the  financial  statements  or  tax returns.  Under this
method,  deferred  tax  liabilities  and  assets  are determined  based  on  the
temporary differences between the financial statement  and  tax  basis of assets
and  liabilities  using  presently  enacted  tax  rates  in  effect.   Valuation
allowances are established when necessary to reduce deferred tax assets  to  the
amounts expected to be realized.

The  Company has approximately $82,000 in gross deferred tax assets at March 31,
2008 resulting  from deferred start-up costs which are capitalized and amortized
for income tax purposes  and expensed for financial reporting purposes, a change
of $8,000 for 2008.  A valuation  allowance  has  been  recorded to fully offset
these deferred tax assets as the future realization of the  related tax benefits
is uncertain.  The difference between the statutory federal income  tax  rate of
34%,  state taxes net of federal benefits of 4.6%, and the effective rate of  0%
is due to the capitalization of the Company's start-up costs for tax purposes.

NEW ACCOUNTING PRONOUNCEMENTS.  On January 1, 2008 the Company adopted Statement
of Financial  Accounting  Standards  No.  157,  "Fair  Value Measurements" ("FAS
157").   There  was  no impact on the Company's financial position,  results  of
operations or cash flows  at  March 31, 2008 and for the three months then ended
as a result of the adoption of FAS 157.

On  January  1,  2008 the Company  adopted  Statement  of  Financial  Accounting
Standards No. 159,  "The  Fair  Value  Option for Financial Assets and Financial
Liabilities"  ("FAS  159").  There was no  impact  on  the  Company's  financial
position, results of operations  or  cash  flows  at  March 31, 2008 and for the
three months then ended as a result of the adoption of FAS 159.

 4.  NOTES PAYABLE

In  March  and  April  2007,  the  Company  entered  into  two loan  agreements,
consisting  of  an  $8,000 loan with a stockholder and a $16,000  loan  with  an
entity owned by certain  stockholders  of  the Company.  Any amounts outstanding
under the each of the loans accrue interest  at  10% per year computed on actual
days outstanding in a 365 day year.  On September  5, 2007, the $16,000 loan and
the related accrued interest through that date was due.  The $8,000 loan and the
related accrued interest through that date was due on  October  27, 2007.  As of
May 14, 2008, these loans remain unpaid.  Each of the lenders under  these  loan
agreements  has agreed to waive any events of default under these loan agreement
occurring as  a  result of the Company's failure to pay the respective principal
and related accrued  interest in full at the time such amounts originally became
due.

                                       7
<PAGE>

                               LIBERATOR BDC, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO UNAUDTIED INTERIM FINANCIAL STATEMENTS


On September 28, 2007,  the Company entered into two separate loan agreements of
$23,500 each with two stockholders  of  the  Company.   On October 12, 2007, the
Company entered into a separate loan agreement of $23,500, with a stockholder of
the Company.  Amounts outstanding under these loans accrued interest at the rate
of 8.25% per year computed on actual days outstanding in  a 360 day year.  These
loans are due on the earlier of one year from issuance or on the completion of a
security offering with gross proceeds exceeding $2,000,000.

As  of March 31, 2008, accrued expenses include accrued interest  on  the  notes
payable - related parties of $5,361.

5.  RELATED PARTY TRANSACTIONS

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

During 2007,  the Company  sold an  aggregate of 1,400,000  shares of its common
stock to four  officers and directors of the Company for an aggregate of $9,500.
The fair value of the securities sold was based upon concurrent  sales of common
stock to unaffiliated investors was $47,600 and accordingly, $38,100 was charged
to operations as compensation with the corresponding increase to additional paid
in capital.

6.  RECENT ACCOUNTING PRONOUNCEMENTS

Management  does not believe that any  recently  issued,  but not yet  effective
accounting  pronouncements,  if  adopted,  would have a  material  effect on the
accompanying financial statements.


                                       8
<PAGE>

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THE FOLLOWING  DISCUSSION  SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION IN
THE UNAUDITED  FINANCIAL  STATEMENTS AND NOTES THERETO  INCLUDED  HEREIN AND OUR
AUDITED  FINANCIAL  STATEMENTS  AND  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
FINANCIAL  CONDITION AND RESULTS OF OPERATIONS  INCLUDED IN OUR ANNUAL REPORT ON
FORM 10-K-SB FOR OUR FISCAL YEAR ENDED DECEMBER 31, 2007.

PLAN OF OPERATION

We have not realized any revenues from operations since inception,  and our plan
of operation for the next twelve months is to raise capital and locate  suitable
investment opportunities. We may need additional cash advances from stockholders
or loans from other  parties to pay for operating  expenses  until we consummate
successful investments. Although it is currently anticipated that we can satisfy
our cash requirements with additional cash advances or loans from other parties,
if needed, for at least the next twelve months, we can provide no assurance that
we can continue to satisfy our cash requirements for such period. Our ability to
continue as a going concern is dependent upon successful  implementation  of our
plan to find a  suitable  acquisition  or  merger  candidate,  raise  additional
capital from the sale of stock and receive  additional  paid in capital from our
existing stockholders and, ultimately, income from operations.

RESULTS OF OPERATIONS

We have not  conducted any active  operations  since  inception,  except for our
efforts  to raise  capital  and  locate  investment  opportunities.  We have not
generated any revenue since our inception,  and it is unlikely that we will have
any revenues unless we are able to commence successful investment opportunities,
of which there can be no assurance.

NET SALES

We did not have any net sales in the three months ended March 31, 2008 or 2007.

GENERAL AND ADMINISTRATIVE EXPENSES

For the three months ended March 31, 2008, general and  administrative  expenses
were $21,280, compared to $10,756 for the three months ended March 31, 2007. The
increase in general and  administrative  expenses was due primarily to increased
compensation expenses.

INTEREST EXPENSES

For the three  months  ended March 31, 2008,  we incurred  interest  expenses of
$2,052,  compared to interest  expenses of $114 in the three  months ended March
31, 2007.  Interest expense increased  primarily as a result of additional loans
received by the Company in September 2007 and October 2007.

NET LOSS

For the  three  months  ended  March  31,  2008,  we had a net loss of  $23,332,
compared to a net loss of $10,870 for the three months ended March 31, 2007.

LIQUIDITY AND CAPITAL RESOURCES

Cash used in  operating  activities  was $11,844 in the three months ended March
31, 2008,  compared to $13,812 in the three  months  ended March 31,  2007.  The
decrease  was due  primarily  to the  increase  in  general  and  administrative
expenses, partially offset by an increase in depreciation,  prepaid expenses and
accounts payable and accrued  expenses.  There were no cash flows from investing
activities in either the  three-month  period ended March 31, 2008 or the three-
month  period  ended  March 31,  2007.  There were no cash flows from  financing
activities  in the three months ended March 31, 2008,  compared to cash provided
by financing activities of $16,000 in the three months ended March 31, 2008. The
difference  in cash flows from  financing  activities  is due to the  receipt of
$16,000 in loans in the three months ended March 31, 2007,  compared to no loans
received in the three months ended Marcy 31, 2008.

Since our inception,  we have funded our cash operating requirements through the
sale  of our  common  stock  and  loans  from  our  stockholders  and an  entity
affiliated  with certain of our  stockholders.  As of March 31, 2008,  we had an
aggregate of $94,500 of principal outstanding under such loans.

                                       9
<PAGE>

During 2007,  we entered into two loan  agreements.  One of the loan  agreements
evidenced a $16,000  loan from an entity  owned by certain of our  stockholders,
and  the  other  loan  agreement  evidenced  an  $8,000  loan  from  one  of the
stockholders.  Both loan agreements  provide that any amounts  outstanding under
the loan will  accrue  interest  at the rate of 10% per year  computed on actual
days  outstanding  in a 365-day year.  The $16,000 loan and the related  accrued
interest  became due and  payable in  September  2007.  The $8,000  loan and the
related  accrued  interest became due and payable in October 2007. As of May 14,
2008, these loans remain unpaid. Each of the lenders under these loan agreements
has agreed to waive any events of default under these loan  agreement  occurring
as a result of our failure to pay the respective  principal and related  accrued
interest in full at the time such amounts originally became due.

In September 2007, we entered into two separate loan agreements, each evidencing
a $23,500 loan from a separate  stockholder of the Company.  In October 2007, we
entered  into a loan  agreement  evidencing  an  additional  $23,500 loan from a
stockholder of the Company. Amounts outstanding under each of these loans accrue
interest at the rate of 8.25% per year computed on actual days  outstanding in a
360-day  year.  Each of these  loans is due on the  earlier of one year from the
date of the loan or on our  completion  of an offering of  securities  for gross
proceeds exceeding $2,000,000. After the occurrence of an event of default under
any of these loans, which in each case would include upon our failure to pay the
entire principal amount of the loan when due and payable,  interest would accrue
at an annual rate of 18%.

We would be unable to fully repay our current  obligations  through our existing
assets or cash. In order to acquire  additional  funding,  we may be required to
incur additional loans from  stockholders or otherwise or to issue shares of our
common  stock,  which will  dilute the  interest  of  current  stockholders.  We
additionally may pursue additional  financing through traditional bank financing
or a debt or equity offering.  Because we have no historical revenues, we may be
unsuccessful  in obtaining any such financing on favorable  terms, if at all. In
the event that we do not receive  financing or our financing is  inadequate,  we
may have to significantly  reduce or eliminate our operating activities so as to
reduce operating costs.

OFF-BALANCE SHEET ARRANGEMENTS

None.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Not required

ITEM 4.CONTROLS AND PROCEDURES

  CONCLUSION REGARDING THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain  disclosure controls and procedures that are designed to ensure that
information  required  to be  disclosed  in our  reports  filed  pursuant to the
Exchange Act, is recorded,  processed,  summarized and reported  within the time
periods specified in the Securities and Exchange Commission's (the "SEC") rules,
regulations  and related forms,  and that such  information  is accumulated  and
communicated to our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.

As of March 31, 2008, we carried out an evaluation,  under the  supervision  and
with the  participation  of our  management,  including our principal  executive
officer and principal  financial officer, of the effectiveness of the design and
operation of our disclosure  controls and procedures.  Based on this evaluation,
our principal  executive officer and principal  financial officer concluded that
our  disclosure  controls  and  procedures  were  effective as of the end of the
period covered by this report.

  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting or
in other factors during our most recent fiscal quarter that could significantly
affect these controls and procedures during the quarter ended March 31, 2008.


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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<PAGE>

To the best  knowledge of the officers and director,  the Company is not a party
to any legal  proceeding or litigation.  From time to time,  lawsuits and claims
may be asserted  against us relating to the conduct of our  business,  including
routine litigation relating to commercial and employment matters. The outcome of
any litigation  cannot be predicted with  certainty,  and some lawsuits,  may be
determined  adversely  to us. The  resolution  in any  quarter of one or more of
these  future  matters  may have a  material  adverse  effect on our  results of
operations for that period.

ITEM 1A.  RISK FACTORS

In  addition  to the other  information  set forth in this  report,  you  should
carefully  consider the factors discussed in Part I, Item 1 of our Annual Report
on Form  10-KSB for our  fiscal  year  ended  December  31,  2007,  which  could
materially affect our financial condition or future results. The risks described
in our Annual Report on Form 10-KSB are not the only risks facing us. Additional
risks and  uncertainties  not currently known to us or that we currently deem to
be  immaterial  also  may  materially  adversely  affect  our  future  financial
condition and/or operating results.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

The disclosure presented under Part I, Item 2, Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources, is incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION

None.

ITEM 6.EXHIBITS

    Exhibit                             Description
  ------------   ---------------------------------------------------------------
*    3.1         Certificate of  Incorporation,  as filed with the Delaware
                 Secretary of State on May 26, 2005.

*    3.2         By-Laws.

    10.1         Promissory Note issued by Black Nickel  Acquisition Corp. II to
                 PEF Advisors, LLC., dated March 5, 2007.

    10.2         Promissory Note issued by Black Nickel  Acquisition Corp. II to
                 Robert Prag, dated April 27, 2007.

    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  Quarterly Report on Form 10- Q for
                 the quarter ended March 31, 2008.

    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  Quarterly Report on Form 10- Q for
                 the quarter ended March 31, 2008.

    32.1         Certification of the Company's  Principal Executive Officer and
                 Principal Financial Officer pursuant to 18 U.S.C. Section 1350,
                 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of
                 2002.

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

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<PAGE>


                                   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 thereunto duly authorized.


                                       Liberator BDC, Inc.



          Date:  May 15, 2008  By:     /s/ Edward J. Wegel
                                       -------------------------------
                                       Edward J. Wegel
                                       Chief Executive Officer (Principal
                                       Executive Officer, Principal Financial
                                       Officer and Principal Accounting Officer)

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