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

                                   FORM 10-QSB

(Mark One)

|X|      Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the quarterly period ended September 30, 2005
                                        ------------------

|_|      Transition report under Section 13 or 15(d) of the Exchange Act

         For the transition period from _____________ to _____________

                        Commission File Number 000-51228

                       KBL Healthcare Acquisition Corp. II
        (Exact Name of Small Business Issuer as Specified in Its Charter)



              Delaware                                       20-1994619
              --------                                       ----------
   (State or other Jurisdiction of                         (I.R.S. Employer
   Incorporation or Organization)                         Identification No.)


            645 Madison Avenue, 14th Floor, New York, New York 10022
                     (Address of Principal Executive Office)


                                 (212) 319-5555
                (Issuer's Telephone Number, Including Area Code)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|

     As of November 14, 2005, 11,200,000 shares of common stock, par value
$.0001 per share, were issued and outstanding.

     Transitional Small Business Disclosure Format (check one): Yes |_| No |X|






                                      Page
                                      ----
Part I:  Financial Information:

       Item 1 -Financial Statements (Unaudited):

         Balance Sheet                                                         3

         Statements of Operations                                              4

         Statements of Stockholders' Equity                                    5

         Statements of Cash Flows                                              6

          Notes to Financial Statements                                        7

       Item 2 - Management's Discussion and Analysis or Plan of Operation     11

       Item 3 - Controls and Procedures                                       12

Part II.  Other Information

       Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds   13

       Item 6 - Exhibits                                                      13

Signatures                                                                    14



                                       2



                                             KBL HEALTHCARE ACQUISITION CORP. II
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)
                                                                   BALANCE SHEET





                                                                                    As of            As of
                                                                              September 30, 2005  December 31,
                                                                                  (unaudited)         2004
----------------------------------------------------------------------------------------------------------------

ASSETS
          Cash                                                                   $      902,491    $       -
          Amounts held in trust
                Cash held in trust                                                          592            -
                US Government Securities- Treasury Bill                              49,197,361            -
                Accrued Interest - trust fund                                           608,315            -
                                                                                   -------------     --------
Total held in trust                                                                  49,806,268            -

          Prepaid expenses                                                               74,080            -
          Computer Equipment                                                              4,335            -
          Deferred offering costs                                                             -       25,000
----------------------------------------------------------------------------------------------------------------

TOTAL ASSETS                                                                     $   50,787,174    $  25,000
----------------------------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
          Accounts payable and accrued expenses                                  $       42,934    $     939
          Deferred Trust Income                                                         127,589            -
                                                                                   -------------     --------

TOTAL LIABILITIES                                                                       170,523          939
                                                                                   -------------     --------

COMMON STOCK, SUBJECT TO POSSIBLE CONVERSION,
   1,839,080 SHARES AT CONVERSION VALUE                                               9,828,683            -
                                                                                   -------------     --------

COMMITMENT
STOCKHOLDERS' EQUITY
      Preferred stock, $.0001 par value, Authorized
          1,000,000 shares; none issued
      Common stock, $.0001 par value
          Authorized 35,000,000 shares
          Issued and outstanding 11,200,000 shares (which include
          1,839,080 subject to possible conversion) and 2,000,000                         1,120          200
           respectively
      Additional paid-in capital                                                     40,632,501       24,800
      Income/(Deficit) accumulated during the development stage                         154,347         (939)
      ----------------------------------------------------------------------------------------------------------

         TOTAL STOCKHOLDERS' EQUITY                                                  40,787,968       24,061
----------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $   50,787,174    $  25,000
----------------------------------------------------------------------------------------------------------------



                  See Notes to Unaudited Financial Statements.


                                       3




                                             KBL HEALTHCARE ACQUISITION CORP. II
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                         STATEMENT OF OPERATIONS
                                                                     (UNAUDITED)




                                                      For the Three    For the Nine Months     For the period
                                                      Months Ended     Ended September 30,    December 09, 2004
                                                      September 30,         2005               (inception) to
                                                          2005                                September 30, 2005
---------------------------------------------------------------------------------------------------------------------

INCOME:
                  Interest                           $    333,930       $    511,755              $   511,755
---------------------------------------------------------------------------------------------------------------------

TOTAL INCOME:                                             333,930            511,755                  511,755
---------------------------------------------------------------------------------------------------------------------

EXPENSES:
                  Professional Fees                        26,485             39,371                   39,371
                  Franchise and Capital Taxes                 150             47,220                   47,359
                  Administrative fees                      22,500             40,000                   40,000
                  Dues and Subscriptions                   15,562             22,125                   22,125
                  Insurance                                27,500             45,833                   45,833
                  Other operating expenses                 16,791             31,365                   32,165
                                                       -----------        -----------               ----------

TOTAL EXPENSES                                            108,988            225,914                  226,853
---------------------------------------------------------------------------------------------------------------------

INCOME BEFORE TAXES                                       224,942            285,841                  284,902

PROVISION FOR INCOME TAXES                                109,290            130,555                  130,555
                                                       -----------        -----------               ----------

NET INCOME                                           $    115,652       $    155,286              $   154,347
---------------------------------------------------------------------------------------------------------------------

NET INCOME PER SHARE BASIC AND
 DILUTED                                             $       0.01       $       0.02              $      0.02
                                                       -----------        -----------               ----------

WEIGHTED AVERAGE SHARES
 OUTSTANDING                                           11,200,000          7,311,355                6,898,649
---------------------------------------------------------------------------------------------------------------------





                   See Notes to Unaudited Financial Statements


                                        4





                                             KBL HEALTHCARE ACQUISITION CORP. II
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                               STATEMENT OF STOCKHOLDERS' EQUITY

     For the period from December 9, 2004 (inception) to September 30, 2005



                                                                                                    (Deficit)/Income
                                                                                                      accumulated
                                                          Common Stock                                 during the
                                                          ------------            Additional paid-     development
                                                     Shares         Amount          in Capital            stage             Total
                                                    --------------------------------------------------------------------------------

             Sale of 2,000,000 shares of common
            stock to initial stockholders as of
          December 9, 2004 at $.02857 per share      2,000,000          $ 200          $ 24,800           ---             $ 25,000

                        Net loss for the period            ---            ---               ---          $ (939)              (939)

                                                    --------------------------------------------------------------------------------
                     Balance, December 31, 2004      2,000,000            200            24,800            (939)            24,061
                                                    ================================================================================

  Sale of 9,200,000 units, net of underwriters'
       discount and offering expenses (includes
1,839,080 shares subject to possible conversion)     9,200,000            920        50,436,284           ---           50,437,204

     Proceeds subject to possible conversion of
                               1,839,080 shares           ---             ---        (9,828,683)          ---           (9,828,683)

              Proceeds from issuance of options           ---             ---               100                                100

                      Net income for the period           ---             920        40,607,701         155,286            155,286
                                                    --------------------------------------------------------------------------------

                  Balance at September 30, 2005     11,200,000        $ 1,120      $ 40,632,501       $ 154,347        $40,787,968
                                                    ================================================================================



                   See Notes to Unaudited Financial Statements

                                        5



                                             KBL HEALTHCARE ACQUISITION CORP. II
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                                         STATEMENT OF CASH FLOWS
                                                                     (UNAUDITED)





                                                                 For the Nine              For the period from
                                                                 Months Ended                December 9, 2004
                                                                 September 30,               (inception) to
                                                                    2005                   September 30, 2005
--------------------------------------------------------------------------------------------------------------

CASH FLOW FROM OPERATING ACTIVITIES
         Net income                                            $     155,286                    $    154,347
Adjustments to reconcile net income to
net cash used in operating activities:
         Accrued interest income on trust account                   (608,315)                       (608,315)
         Decrease in prepaid expenses                                (74,080)                        (74,080)
         Increase/(Decrease) in accrued expenses                      42,134                          42,934
         Increase in deferred trust income                           127,589                         127,589
         Increase in capital and income tax payable                     (139)                              -
--------------------------------------------------------------------------------------------------------------
NET CASH FLOWS USED IN OPERATING ACTIVITIES                         (357,525)                       (357,525)
--------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
         Computer equipment                                           (4,335)                         (4,335)
         Cash Held in Trust                                             (592)                           (592)
         Investments held in trust fund                          (49,197,361)                    (49,197,361)
--------------------------------------------------------------------------------------------------------------
NET CASH FLOWS USED IN INVESTING ACTIVITIES                      (49,202,288)                    (49,202,288)
--------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
         Gross proceeds                                           55,200,000                      55,200,000
         Proceeds from issuance of options                               100                             100
         Proceeds from notes payable, stockholders                   100,000                         100,000
         Payment of notes payable, stockholders                     (100,000)                       (100,000)
         Proceeds from sale of shares of common stock                      -                          25,000
         Payment of offering costs                                (4,737,796)                     (4,762,796)
--------------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                         50,462,304                      50,462,304
--------------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH                                                 902,491                         903,083

CASH AT BEGINNING OF THE PERIOD                                            -                               -
--------------------------------------------------------------------------------------------------------------
CASH AT THE END OF THE PERIOD                                  $     902,491                    $    903,083
--------------------------------------------------------------------------------------------------------------



                  See Notes to Unaudited Financial Statements.



                                       6




                                          KBL HEALTHCARE ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION       The financial statements at September 30, 2005
                                 and for the periods ended September 30, 2005
                                 are unaudited. In the opinion of management,
                                 all adjustments (consisting of normal accruals)
                                 have been made that are necessary to present
                                 fairly the financial position of KBL Healthcare
                                 Acquisition Corp. II (the "Company") as of
                                 September 30, 2005 and the results of its
                                 operations for the three month and nine months
                                 ended September 30, 2005 and the period from
                                 December 9, 2004 (inception) to September 30,
                                 2005, its cash flow for the nine months ended
                                 September 30, 2005 and the period from December
                                 9, 2004 (inception) through September 30, 2005
                                 and its stockholders equity for the nine months
                                 ended September 30, 2005. Operating results for
                                 the interim period presented are not
                                 necessarily indicative of the results to be
                                 expected for a full year.

                                 The statements and related notes have been
                                 prepared pursuant to the rules and regulations
                                 of the U.S. Securities and Exchange Commission.
                                 Accordingly, certain information and footnote
                                 disclosures normally included in financial
                                 statements prepared in accordance with
                                 generally accepted accounting principles have
                                 been omitted pursuant to such rules and
                                 regulations.


2.   ORGANIZATION AND BUSINESS   The Company was incorporated on December 9,
     OPERATIONS                  2004 as a blank check company whose objective
                                 is to acquire an operating business in the
                                 healthcare industry.

                                 The registration statement for the Company's
                                 initial public offering ("Offering") was
                                 declared effective April 21, 2005. The Company
                                 consummated the Offering on April 27, 2005 (see
                                 Note 7). The Company's management has broad
                                 discretion with respect to the specific
                                 application of the net proceeds of this
                                 Offering, although substantially all of the net
                                 proceeds of this Offering are intended to be
                                 generally applied toward consummating a
                                 business combination with an operating business
                                 in the healthcare industry ("Business
                                 Combination"). Upon the closing of the
                                 Offering, and the underwriters' over-allotment
                                 option, an aggregate of $49,168,000, was
                                 deposited in an interest-bearing trust account
                                 ("Trust Fund") until the earlier of (i) the
                                 consummation of a Business Combination or (ii)
                                 liquidation of the Company. Under the agreement
                                 governing the Trust Fund, funds will only be
                                 invested in United States government securities
                                 (Treasury Bills) with a maturity of 180 days or
                                 less. The treasury bills have been accounted
                                 for as trading securities, which are held at
                                 their market value of approximately
                                 $49,805,676. The remaining net proceeds (not
                                 held in the Trust Fund) may be used to pay for
                                 business, legal and accounting due diligence on
                                 prospective acquisitions and continuing general
                                 and administrative expenses.


                                        7


                                          KBL HEALTHCARE ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS


                                 The Company, after signing a definitive
                                 agreement for the acquisition of a target
                                 business, will submit such transaction for
                                 stockholder approval. In the event that
                                 stockholders owning 20% or more of the shares
                                 sold in the Offering vote against the Business
                                 Combination and exercise their conversion
                                 rights described below, the Business
                                 Combination will not be consummated. All of the
                                 Company's stockholders prior to the Offering,
                                 including all of the officers and directors of
                                 the Company ("Initial Stockholders"), have
                                 agreed to vote their 2,000,000 founding shares
                                 of common stock in accordance with the vote of
                                 the majority in interest of all other
                                 stockholders of the Company ("Public
                                 Stockholders") with respect to any Business
                                 Combination. After consummation of a Business
                                 Combination, these voting safeguards will no
                                 longer be applicable.

                                 With respect to a Business Combination which is
                                 approved and consummated, any Public
                                 Stockholder who voted against the Business
                                 Combination may demand that the Company convert
                                 his or her shares. The per share conversion
                                 price will equal the amount in the Trust Fund
                                 as of two days prior to the consummation of the
                                 proposed Business Combination divided by the
                                 number of shares of common stock held by Public
                                 Stockholders at the consummation of the
                                 Offering. Accordingly, Public Stockholders
                                 holding 19.99% of the aggregate number of
                                 shares owned by all Public Stockholders may
                                 seek conversion of their shares in the event of
                                 a Business Combination. Such Public
                                 Stockholders are entitled to receive their
                                 per-share interest in the Trust Fund computed
                                 without regard to the shares held by Initial
                                 Stockholders. Accordingly, a portion of the net
                                 proceeds from the Offering (19.99% of the
                                 amount originally held in the Trust Fund) has
                                 been classified as common stock subject to
                                 possible conversion in the accompanying
                                 September 30, 2005 balance sheet and 19.99% of
                                 the related interest earned on the Treasury
                                 Bill has been recorded as deferred interest.

                                 The Company's Amended and Restated Certificate
                                 of Incorporation provides for mandatory
                                 liquidation of the Company in the event that
                                 the Company does not consummate a Business
                                 Combination within 18 months from the date of
                                 the consummation of the Offering, or 24 months
                                 from the consummation of the Offering if
                                 certain extension criteria have been satisfied.
                                 In the event of liquidation, it is likely that
                                 the per share value of the residual assets
                                 remaining available for distribution (including
                                 Trust Fund assets) will be less than the
                                 initial public offering price per share in the
                                 Offering (assuming no value is attributed to
                                 the Warrants contained in the Units sold in the
                                 Offering discussed in Note 7).


                                       8


                                          KBL HEALTHCARE ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS


3.   DEFERRED OFFERING COSTS     Deferred offering costs consisted principally
                                 of legal and underwriting fees incurred through
                                 the balance sheet date that are related to the
                                 Offering and were charged to capital upon the
                                 receipt of the capital raised.

4.   NOTES PAYABLE, STOCKHOLDER  The Company issued an aggregate of $100,000
                                 unsecured promissory notes to an Initial
                                 Stockholder, who is also an officer, in January
                                 and March 2005. The notes were non-interest
                                 bearing and were payable on the earlier of
                                 January 14, 2006 or the consummation of the
                                 Offering. These amounts were repaid in May 2005
                                 out of the proceeds of the Offering.

5.   COMMITMENT                  The Company presently occupies office space
                                 provided by an affiliate of an Initial
                                 Stockholder. Such affiliate has agreed that,
                                 until the acquisition of a target business by
                                 the Company, it will make such office space, as
                                 well as certain office and secretarial
                                 services, available to the Company, as may be
                                 required by the Company from time to time. The
                                 Company has agreed to pay such affiliate $7,500
                                 per month for such services commencing on the
                                 effective date of the Proposed Offering.
                                 Through September 30, 2005, the Company has
                                 expensed $40,000 relating to this agreement.

6.   COMMON STOCK                Effective January 26, 2005 and March 24, 2005,
                                 the Company's Board of Directors authorized a
                                 stock dividend of 0.428571 shares of common
                                 stock and 0.6 shares of common stock,
                                 respectively, for each outstanding share of
                                 common stock. On February 8, 2005, the
                                 Company's Certificate of Incorporation was
                                 amended to increase the authorized shares of
                                 common stock from 15,000,000 to 30,000,000
                                 shares of common stock. Additionally, on March
                                 24, 2005, the Company's Certificate of
                                 Incorporation was amended to increase the
                                 authorized shares of common stock to 35,000,000
                                 shares of common stock. All references in the
                                 accompanying financial statements to the number
                                 of shares of stock have been retroactively
                                 restated to reflect these transactions.

                                 As of September 30, 2005, 19,600,000 shares of
                                 common stock were reserved for issuance upon
                                 exercise of redeemable warrants and
                                 underwriter's unit purchase option.


7.   INITIAL PUBLIC OFFERING     On April 27, 2005, the Company sold 8,000,000
                                 units ("Units") in the Offering. On April 29,
                                 2005, the Company sold an additional 1,200,000
                                 Units pursuant to the underwriters'
                                 over-allotment option. Each Unit consists of
                                 one share of the Company's common stock, $.0001
                                 par value, and two Redeemable Common Stock
                                 Purchase Warrants ("Warrants"). Each Warrant
                                 will entitle the holder to


                                       9



                                          KBL HEALTHCARE ACQUISITION CORPORATION
                                        (A CORPORATION IN THE DEVELOPMENT STAGE)

                                         NOTES TO UNAUDITED FINANCIAL STATEMENTS



                                 purchase from the Company one share of common
                                 stock at an exercise price of $5.00 commencing
                                 the later of the completion of a Business
                                 Combination with a target business or one year
                                 from the effective date of the Offering and
                                 expiring five years from the date of the
                                 prospectus. The Warrants will be redeemable,
                                 upon prior written consent of EarlyBirdCapital,
                                 Inc., at a price of $.01 per Warrant upon 30
                                 days' notice after the Warrants become
                                 exercisable, only in the event that the last
                                 sale price of the common stock is at least
                                 $8.50 per share for any 20 trading days within
                                 a 30 trading day period ending on the third day
                                 prior to the date on which notice of redemption
                                 is given. In connection with this Offering, the
                                 Company issued an option, for $100, to the
                                 representative of the underwriters to purchase
                                 400,000 Units at an exercise price of $7.50 per
                                 Unit. In addition, the Warrants underlying such
                                 Units are exercisable at $6.25 per share.



                                       10



TEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements and footnotes thereto contained in this
report.

FORWARD LOOKING STATEMENTS

     The statements discussed in this Report include forward looking statements
that involve risks and uncertainties detailed from time to time in the Company's
reports filed with the Securities and Exchange Commission.

     We were formed on December 9, 2004, to serve as a vehicle to effect a
merger, capital stock exchange, asset acquisition or other similar business
combination with an operating business in the healthcare industry. We intend to
utilize cash derived from the proceeds of our recently completed public
offering, our capital stock, debt or a combination of cash, capital stock and
debt, in effecting a business combination.

     For the three months ended September 30, 2005, we had a net income of
$115,652, attributable to interest income on the trust fund net of organization
and formation expenses

     For the period from December 9, 2004 (inception) through September 30,
2005, we had a net income of $154,347, attributable to interest income on the
trust fund net of organization and formation expenses.

     We consummated our initial public offering on April 27, 2005. On April 29,
we consummated the closing of an additional 1,200,000 units that were subject to
the underwriters' over-allotment option. Gross proceeds from our initial public
offering were $55,200,000. We paid a total of $4,272,000 in underwriting
discounts and commissions, and approximately $491,000 was or will be paid for
costs and expenses related to the offering. After deducting the underwriting
discounts and commissions and the offering expenses, the total net proceeds to
us from the offering were approximately $50,437,000, of which $49,168,000 was
deposited into the trust account (or $5.344 per share sold in the offering). The
remaining proceeds are available to be used by us to provide for business, legal
and accounting due diligence on prospective acquisitions and continuing general
and administrative expenses. We will use substantially all of the net proceeds
of this offering to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the business combination. To the
extent that our capital stock is used in whole or in part as consideration to
effect a business combination, the proceeds held in the trust fund as well as
any other net proceeds not expended will be used to finance the operations of
the target business. We believe we will have sufficient available funds outside
of the trust fund to operate through April 27, 2007, assuming that a business
combination is not consummated during that time. From April 27, 2005 through
April 27, 2007, we anticipate approximately $280,000 of expenses for legal,
accounting and other expenses attendant to the due diligence investigations,
structuring and negotiating of a business combination, $180,000 for the
administrative fee payable to KBL Healthcare Management Inc. ($7,500 per month
for two years), $150,000 for expenses for the due diligence and investigation of
a target business, $40,000 of expenses in legal and accounting fees relating to
our SEC reporting obligations and $619,000 for general working capital that will
be used for miscellaneous expenses and reserves, including approximately $80,000
for director and officer liability insurance premiums. We do not believe we will
need to raise additional funds following this offering in order to meet the
expenditures required for operating our business. However, we may need to raise
additional funds through a private offering of debt or equity securities if such
funds are required to consummate a business combination that is presented to us.
We would only consummate such a financing simultaneously with the consummation
of a business combination.


                                       11



     Commencing on April 21, 2005 and ending upon the acquisition of a target
business, we began incurring a fee from KBL Healthcare Management, Inc., an
affiliate of Zachary Berk, O.D., our chairman of the board and president,
Marlene Krauss, M.D., our chief executive officer and secretary, and Michael
Kaswan, our chief operating officer, of $7,500 per month for providing us with
office space and certain general and administrative services. In addition, in
January and March 2005, Marlene Krauss advanced an aggregate of $100,000 to us
for payment on our behalf of offering expenses. These loans were repaid
following our initial public offering from the proceeds of the offering.

ITEM 3.  CONTROLS AND PROCEDURES.

     An evaluation of the effectiveness of our disclosure controls and
procedures as of September 30, 2005 was made under the supervision and with the
participation of our management, including our chief executive officer and our
chief operating officer. Based on that evaluation, they concluded that our
disclosure controls and procedures are effective as of the end of the period
covered by this report to ensure that information required to be disclosed by us
in reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. During the most recently
completed fiscal quarter, there has been no significant change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.


                                       12



                                    PART II.

                                OTHER INFORMATION

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

     On April 27, 2005, we consummated our initial public offering of 8,000,000
Units, with each unit consisting of one share of our common stock and two
warrants, each to purchase one share of our common stock at an exercise price of
$5.00 per share. On April 29, 2005, we closed on an additional 1,200,000 units
that were subject to the underwriters' over-allotment option. The units were
sold at an offering price of $6.00 per unit, generating total gross proceeds of
$55,200,000. EarlyBirdCapital, Inc. acted as lead underwriter. The securities
sold in the offering were registered under the Securities Act of 1933 on a
registration statement on Form S-1 (No. 333-121610). The Securities and Exchange
Commission declared the registration statement effective on April 21, 2005.

     We paid a total of $4,272,000 in underwriting discounts and commissions,
and approximately $491,000 has been paid for costs and expenses related to the
offering.

     After deducting the underwriting discounts and commissions and the offering
expenses, the total net proceeds to us from the offering were approximately
$50,437,000, of which $49,168,000 was deposited into a trust fund (or $5.344 per
share sold in the offering) and the remaining proceeds are available to be used
to provide for business, legal and accounting due diligence on prospective
business combinations and continuing general and administrative expenses.

     For a description of the use of the proceeds generated in our initial
public offering, see Part I, Item 2 of this Form 10-QSB.


ITEM 6:  EXHIBITS

     (a)  Exhibits:

          31.1 - Section 302 Certification by CEO

          31.2 - Section 302 Certification by COO

          32.1 - Section 906 Certification by CEO

          32.2 - Section 906 Certification by COO


                                       13




                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     KBL HEALTHCARE
                                                     ACQUISITION CORP. II

Dated:  November 14, 2005
                                                     /s/ Marlene Krauss, M.D.
                                                     ------------------------
                                                     Marlene Krauss, M.D.
                                                     Chief Executive Officer


                                                     /s/ Michael Kaswan
                                                     -----------------------
                                                     Michael Kaswan
                                                     Chief Operating Officer