UNITED ~~STATES~~ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2005 Nicklebys.com, Inc. (Exact name of registrant specified in charter) STATES

Colorado	000-33339	84-1494708
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

SECURITIES AND EXCHANGE COMMISSION

~~3179 S. Peoria Court~~WASHINGTON, ~~Aurora, Colorado 80014~~ ~~(Address~~ D.C. of principal executive offices) (Zip Code) (303) 525-6161 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 26, 2006

FIIC Holdings, Inc.

(Exact name of registrant specified in charter)

Delaware	000-33339	20-4397836
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1585 Bethel Road, First Floor, Columbus, Ohio 43220

(Address of principal executive offices) (Zip Code)

(614) 326-5469

(Registrant’s telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 4.0102. Non-Reliance on ~~Entry~~Previously ~~Into~~Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review.

On ~~July 19~~ May 26, ~~2005~~2006, ~~Nicklebys.com, Inc., a Colorado corporation (~~the ~~“Registrant’),~~management ~~signed an Agreement and Plan~~ of ~~Merger~~FIIC ~~(the “Merger Agreement”) by and among the Registrant~~Holdings, ~~FIIC,~~ Inc., a ~~privately-held~~ Delaware corporation (the “~~FIIC~~Company”), ~~Nicklebys~~concluded ~~Acquisition~~that ~~Corp.,~~its apreviously ~~privately-held~~issued ~~Nevada~~financial ~~corporation~~statements ~~and~~as ~~wholly-owned subsidiary~~ of and for the ~~Registrant~~year ~~(the~~ended ~~“Merger~~December ~~Sub”)~~31, ~~Scott Thornock~~2005, anas ~~individual~~included ~~stockholder~~in ofits ~~the~~Current ~~Registrant~~Report ~~(“Thornock”),~~on Form 8-K ~~Bruce~~dated ~~Capra~~March 6, an2006 ~~individual~~(the ~~stockholder~~“March of6, ~~Registrant~~2006 ~~(“Capra~~8-K”), ~~Paul~~should ~~Zueger,~~no anlonger ~~individual~~be ~~stockholder~~relied upon ofas ~~NBYS~~a ~~(“Zueger”),~~result ~~Michael Tanner, an individual stockholder~~ of the ~~Registrant~~Company ~~(“Tanner”)~~erroneously ~~and~~recording ~~James~~warrants ~~Watson,~~issued anin connection ~~individual stockholder of the Registrant (“Watson,” and~~ with ~~Thornock,~~certain ~~Capra,~~convertible ~~Zueger~~debt ~~and~~securities. ~~Tanner~~Accordingly, the ~~“NBYS~~Company will ~~Stockholders”)~~restate ~~(the~~its ~~transaction~~financial isstatements ~~referred~~for tothe asyear ~~the~~ended ~~“Merger”). Messrs.~~December ~~Thornock~~31, 2005, and file ~~Capra~~an ~~are~~amendment ~~also~~to ~~officers~~its ~~and~~March ~~directors of the Registrant~~6, ~~and~~2006 ~~Mr.~~8-K ~~Zueger~~disclosing isthe aeffect ~~director. A copy~~ of the ~~Merger Agreement is attached hereto as Exhibit 2~~ errors.1.

~~The~~This conclusion ~~Merger~~was isbased toupon beconversations ~~effectuated~~between ~~through~~ the ~~Merger~~Company’s ~~Sub,~~current independent ~~which~~auditors ~~will~~(Russell Bedford ~~merge~~Stefanou ~~with~~Mirchandani ~~and~~LLP), the auditors ~~into~~of ~~FIIC~~the December 31, ~~with~~2005 ~~FIIC~~financial ~~being~~statements ~~the~~(Schoonover ~~surviving~~Boyer ~~corporation. The~~+ Associates), ~~Registrant~~its ~~will~~Chief ~~issue~~Financial ~~shares~~Officer ofand its ~~common~~Chief ~~stock~~Executive onOfficer aduring the ~~one-for-one~~preparation ~~basis~~of to the ~~stockholders~~Company’s ofunaudited ~~FIIC~~condensed infinancial ~~exchange~~information ~~for~~to ~~100%~~be included ofin the ~~issued~~Company’s ~~and~~Quarterly ~~outstanding~~Report ~~shares~~on ofForm ~~common~~10-QSB ~~stock~~for ofthe ~~FIIC~~period ended March 31, 2006. ~~Additionally~~ During this process, management and the ~~Registrant~~Board ~~will~~of ~~assume~~Directors of the ~~options~~Company ~~and~~were ~~warrants~~alerted to ~~purchase~~the ~~shares~~facts ofand ~~its~~circumstances ~~common~~regarding ~~stock~~the onerrors in accounting for the ~~same~~warrants ~~terms~~issued ~~and~~in ~~conditions~~connection aswith the previously issued convertible ~~by FIIC~~debt. ~~Pursuant~~ toAuthorized officers of the ~~Merger~~Company ~~Agreement,~~discussed this matter with the ~~Registrant~~Company's ~~will~~independent ~~assume~~public ~~FIIC’s~~accounting ~~2005~~firm ~~Stock~~who ~~Option,~~agreed ~~Deferred~~that ~~Stock~~the ~~and~~Company's previously ~~Restricted~~issued ~~Stock~~financial ~~Plan~~statements asdescribed ~~the~~above ~~stock~~could ~~option~~not ~~plan~~be ofrelied upon and ~~the~~needed ~~Registrant~~to be restated.

The Registrant will also cancel 500,000 shares of its common stock held by the NBYS Stockholders in exchange for aggregate cash remuneration of $200,000, and, immediately following the closing of the Merger, will distribute any remaining NBYS assets to one of the Registrant’s directors and principal shareholders and the difference between $75,000 and Registrant’s remaining liabilities to another director and principal shareholder, as designated in the Merger Agreement. SIGNATURE

~~Immediately prior~~ Pursuant to the ~~Merger,~~requirements of the ~~Registrant~~Securities ~~will~~Exchange ~~effectuate~~Act ~~a 1-for-2.00317 reverse stock split~~ of ~~its common stock. Additionally~~1934, ~~immediately following~~ the ~~Merger,~~registrant has duly ~~the~~caused ~~Registrant~~this ~~will~~report ~~reincorporate from the State of Nevada~~ to ~~the~~be ~~State~~signed ofon ~~Delaware and will change~~ its ~~corporate~~behalf ~~name~~by ~~from Nicklebys.com, Inc. to FIIC Holdings, Inc., or such other name as FIIC may select prior to~~ the ~~closing~~undersigned ofhereunto duly ~~the Merger~~authorized.

The Merger will result in a change-in-control of the Registrant by FIIC and its stockholders and the assumption of FIIC’s operations and liabilities. In connection with the change-in-control, the Board of Directors and management of FIIC will become the Board of Directors and management of the Registrant.

	FIIC HOLDINGS, INC.

Date: June 2, 2006		By: /s/ James W. France
		James W. France
		President and Chief Executive Officer
		(Duly Authorized Officer)

Closing of the Merger is contingent on a number of conditions set forth in the Merger Agreement, including approval by the shareholders of the Registrant of the Merger and of certain amendments to its Articles of Incorporation and approval of the Merger by shareholders of FIIC..

The Registrant intends to file a proxy statement regarding the Merger and related transactions. Investors and securityholders are urged to read the proxy statement when it becomes available, as it will contain important information regarding the Merger and related transactions.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of July 19, 2005, by and among Nicklebys.com, Inc., FIIC, Inc., Nicklebys Acquisition Corp., Scott Thornock, Bruce Capra, Paul Zueger, Michael Tanner and James Watson.
99.1		Press release issued July 20, 2005 announcing the signing of the Agreement and Plan of Merger.

SIGNATURE

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

	NICKLEBYS.COM, INC.
Date: July 20, 2005		By: _/s/ Scott Thornock__________________
		Scott Thornock
		President
		(Duly Authorized Officer)

Exhibit Index

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated as of July 19, 2005, by and among Nicklebys.com, Inc., FIIC, Inc., Nicklebys Acquisition Corp., Scott Thornock, Bruce Capra, Paul Zueger, Michael Tanner and James Watson.
99.1		Press release issued July 20, 2005 announcing the signing of the Agreement and Plan of Merger.

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