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


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**x ANNUAL
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2005





**o TRANSITION
      REPORT
      UNDER SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________




*Commission
      File Number 000-51495*







**Adagio
      Acquisition II, Inc.**




(Exact
      name of registrant as specified in its charter)







Delaware
            
            20-2852541(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)c/o
                Spencer Trask Ventures, Inc.
              535
                Madison Avenue, 18thFloor
              New
                York, NY
            
            10022(Address
                of principal executive offices)
            
            (zip
                code)




Registrant’s
      telephone number, including area code:


(212)
      418-8573








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





None.





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





Common
      Stock, $0.0001 par value per share





(Title
      of
      Class)


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





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





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





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


Yes o
      No x.





The
      Company’s revenues for the fiscal year ended December 31, 2005 were
      $0.





As
      of
      April 7, 2006, there were 2,000,000 shares of common stock outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**





**None**








**FORWARD-LOOKING
      STATEMENTS**





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











**PART
      I**





**Item
      1. Business.**




**Introduction**




Adagio
      Acquisition II, Inc. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
      incorporated in the State of Delaware on April 22, 2005 and maintains its
      principal offices at 535 Madison Avenue, 18 th Floor,
      New York, NY. Since inception, the Company has been engaged in organizational
      efforts and obtaining initial financing. The Company was formed as a vehicle
      to
      pursue a business combination and since the effectiveness of its registration
      statement on Form 10-SB/A has begun efforts to consummate a business
      combination.





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





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





**Competition**





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





1





**Employees**





The
      Company currently has no employees.





**RISK
      FACTORS**





**The
      information in this Form 10-KSB contains forward-looking statements. These
      statements relate to future events or future financial performance. In some
      cases, forward-looking statements can be identified by terminology such as
      “may,” “will,” “should,” “could,” “expects,” “hopes,” “believes,” “plans,”
“anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the
      negative of such terms and other comparable terminology. These statements are
      only predictions. In evaluating these statements, readers should specifically
      consider various factors, including the risks outlined below. These factors
      may
      cause the Company’s actual results to differ materially from any forward-looking
      statement.**





**We
      have a limited history.**





We
      have a
      limited history and no revenues or earnings from operations since inception.
      We
      have no significant assets or financial resources. We will, in all likelihood,
      sustain operating expenses without corresponding revenues, at least until the
      consummation of a business combination. This may result in our incurring a
      net
      operating loss that will increase unless we consummate a business combination
      with a profitable business opportunity. We cannot assure you that we can
      identify a suitable business opportunity and consummate a business combination,
      or that any such business will be profitable at the time of its acquisition
      by
      us or ever.




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





Conflicts
      of interest create the risk that management may have an incentive to act
      adversely to the interests of our stockholders. A conflict of interest may
      arise
      between our management's personal pecuniary interest and its fiduciary duty
      to
      our stockholders. Further, our management's own pecuniary interest may at some
      point compromise its fiduciary duty to our stockholders. William P. Dioguardi,
      our sole stockholder, officer and director, is currently involved with other
      blank check companies and conflicts in the pursuit of business combinations
      with
      such other blank check companies with which he is, and may in the future be
      affiliated with, may arise. He is also President of Spencer Trask Ventures,
      Inc., which may have a pecuniary interest in some of the companies that may
      be
      considered by the Company as prospects for a business combination. Mr. Dioguardi
      is the managing member of entities that manage private equity funds which,
      in
      the aggregate, have invested in approximately 50 companies, some of which may
      be
      considered as candidates for a business combination with us.





**We
      have incurred and expect to continue to incur losses.**





Since
      April 22, 2005 (inception), we have incurred a net loss of $24,300. We expect
      that we will incur losses at least until we complete a business combination
      and
      perhaps after such a combination, as well. There can be no assurances that
      we
      will ever be profitable.





2





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





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





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





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





**We
      face a number of risks associated with potential
      acquisitions.**





We
      intend
      to use reasonable efforts to complete a business combination with an operating
      business. Such a combination will be accompanied by risks commonly encountered
      in acquisitions, including, but not limited to, difficulties in integrating
      the
      operations, technologies, products and personnel of the acquired companies
      and
      insufficient revenues to offset increased expenses associated with acquisitions.
      Failure to manage and successfully integrate acquisitions we make could harm
      our
      business, our strategy and our operating results in a material way.




**Our
      stockholders may have a minority interest in the Company following a business
      combination.**





If
      we
      enter into a business combination with a company with a value in excess of
      the
      value of our Company, and issue shares of our common stock to the stockholders
      of such company as consideration for merging with us, our stockholders would
      own
      less than 50% of the Company after the business combination. The stockholders
      of
      the acquired company would therefore be able to elect our Board of Directors
      and
      control our Company.





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





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your entire investment. The success of our plan of operation will depend
      to a great extent on the operations, financial condition and management of
      the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm or venture
      partner firm and numerous other factors beyond our control.





3





**The
      Company has no existing agreement for a business combination or other
      transaction.**





We
      have
      no arrangement, agreement or understanding with respect to engaging in a merger
      with, or acquisition of, any entity. No assurances can be given that we will
      successfully identify or evaluate suitable business opportunities or that we
      will conclude a business combination. Management has not identified any
      particular industry or specific business within an industry for evaluation.
      We
      cannot guarantee that we will be able to negotiate a business combination on
      favorable terms.





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




Management
      anticipates devoting no more than a very limited amount of time to the Company's
      affairs in total, including seeking a business combination. Our sole officer
      has
      not entered into a written employment agreement with us and is not expected
      to
      do so. This limited commitment may materially and adversely impact our ability
      to identify and consummate a business combination.





**Our
      principal stockholder may engage in a transaction to cause the Company to
      repurchase his shares of Common Stock.**





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





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





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





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





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





4





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





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





**There
      is no public market for our common stock, we never paid dividends on our common
      stock, and we have no present intention of paying dividends on our common stock
      in the foreseeable future.**





There
      is
      no public trading market for our common stock and none is expected to develop
      in
      the foreseeable future unless and until the Company completes a business
      combination with an operating business and such combined business files a
      registration statement under the Securities Act of 1933, as amended (the
“Securities Act”). Additionally, we have never paid dividends on our common
      stock and do not presently intend to pay any dividends in the foreseeable
      future. We anticipate that any funds available for payment of dividends will
      be
      re-invested into the Company to further its business strategy.





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





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





**Liquidity
      of our common stock is limited.**





Our
      common stock is not registered under the securities laws of any state or other
      jurisdiction, and accordingly, there is no trading market. Outstanding
      shares of our common stock cannot be offered, sold, pledged or otherwise
      transferred unless subsequently registered pursuant to, or exempt from
      registration under, the Securities Act and any other applicable federal or
      state
      securities laws or regulations. These restrictions will limit the ability of
      our
      stockholders to liquidate their investment. Further, shares of our common stock
      cannot be sold under the exemptions from registration provided by Rule 144
      or
      Section 4(1) of the Securities Act in
      accordance with the letter from Richard K. Wulff, Chief
      of
      the Office of Small Business Policy of the Securities and Exchange Commission’s
      Division of Corporation Finance ,
      to Ken
      Worm of NASD Regulation, Inc., dated January 21, 2000.





5





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





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





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





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





**Authorization
      of Preferred Stock.**





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





**Control
      by William P. Dioguardi.**





Our
      sole
      stockholder is William P. Dioguardi, who is also our sole officer and director.
      William P. Dioguardi currently owns all of the issued and outstanding capital
      stock of the Company. Consequently, this shareholder controls the operations
      of
      the Company and has
      the
      ability to control all matters submitted to stockholders for approval,
      including:





6





·
            Election
                of the Board of Directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s Certificate of Incorporation or Bylaws;
                and





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




This
      stockholder thus has complete control over our management and affairs.
      Accordingly, this ownership may have the effect of impeding a merger,
      consolidation, takeover or other business consolidation, or discouraging a
      potential acquiror from making a tender offer for the common stock.




**Item
      2. Property.**





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





**Item
      3. Legal Proceedings.**





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








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





None.




**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 75,000,000 shares
      of common stock, par value $.0001 per share (the “Common Stock”). The Common
      Stock is not listed on a publicly-traded market. As of the date hereof, there
      is
      one holder of record of the Common Stock who owns 2,000,000 shares of Common
      Stock.





**Preferred
      Stock**





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





7





**Dividend
      Policy**





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





**Recent
      Sales of Unregistered Securities**





We
      issued
      2,000,000 shares of Common Stock on June 1, 2005, to William P. Dioguardi,
      our
      sole officer and director, for aggregate cash consideration of $50,000. We
      sold
      these shares of Common Stock under the exemption from registration provided
      by
      Section 4(2) of the Securities Act.





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





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




**Plan
      of Operation**





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





**Results
      of Operations**





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





8





**Item
      7. Financial Statements.**





**ADAGIO
        ACQUISITION II, INC.**


***A
      Development Stage Company***


***Table
      of Contents***


*December
      31, 2005*










**P****AGE****R****EPORT********OF****I****NDEPENDENT****R****EGISTERED****P****UBLIC****A****CCOUNTING****F****IRM**
            F-1**F****INANCIAL****S****TATEMENTS**Balance
                Sheet
            F-2Statement
                of Operations
            F-3Statement
                of Changes in Stockholder’s Equity
            F-4Statement
                of Cash Flows
            F-5**N****OTES
                TO****F****INANCIAL****S****TATEMENTS**
            F-6-F-8






















9




**R** **EPORT
      OF** **I** **NDEPENDENT** **R** **EGISTERED** **P** **UBLIC** **A** **CCOUNTING** **F** **IRM**










To
      the
      Board of Directors


Adagio
      Acquisition II, Inc.


A
      Development Stage Company








We
      have
      audited the accompanying balance sheet of Adagio
      Acquisition II, Inc., a development stage company, as of December 31, 2005
      and
      the related statements of operations, stockholder’s equity and cash flows for
      the period from April 22, 2005 (inception) through December 31, 2005. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      on
      our audit.




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




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Adagio Acquisition II, Inc., a
      development stage company, as of December 31, 2005 and the results of its
      operations and its cash flows for the period April 22, 2005 (inception) through
      December 31, 2005, in conformity with accounting principles generally accepted
      in the United States of America.











/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


East
      Meadow, New York


April
      4,
      2006







F-1





**ADAGIO
      ACQUISITION II, INC.**


***A
      DEVELOPMENT STAGE COMPANY***


***BALANCE
      SHEET***


***December
      31, 2005***








***ASSETS******Current
                Assets***Cash
                and cash equivalents
            
            $
            19,665Prepaid
                expenses
            
            
            9,375***Total
                Assets***
            
            $
            29,040***LIABILITIES
                AND STOCKHOLDER'S EQUITY******Current
                Liabilities***Accounts
                payable and accrued expenses
            
            $
            3,340***STOCKHOLDER'S
                EQUITY******Preferred
                stock***-
                $.0001 par value - 10,000,000 shares authorized; -0- shares issued
                and
                outstanding
            
            $
            —***Common
                stock***-
                $.0001 par value - 75,000,000 shares authorized; 2,000,000 shares
                issued
                and outstanding
            
            
            200**Paid-in
                capital**
            
            
            49,800**(Deficit)
                accumulated during the development stage**
            
            
            (24,300
            )***Total
                Stockholder's Equity***
            
            
            25,700$
            29,040











**See
      notes to financial statements.**





F-2





**ADAGIO
      ACQUISITION II, INC.**


***A
      DEVELOPMENT STAGE COMPANY***


***STATEMENT
      OF OPERATIONS***


***FOR
      THE PERIOD APRIL 22, 2005 (INCEPTION) THROUGH DECEMBER 31,
      2005***








**Net
                Sales**
            
            $
            —**Cost
                of Sales**
            
            
            —**Gross
                Profit**
            
            
            —**General
                and Administrative Expenses**
            
            
            (24,816
            )**Investment
                Income**
            
            
            516**Net
                (Loss)**
            
            $
            (24,300
            )**Basic
                and Diluted (Loss) Per Share**
            
            
            (0.01
            )**Weighted
                Average Number of Common Shares Outstanding**
            
            
            1,691,700











**See
      notes to financial statements.**


F-3




**ADAGIO
      ACQUISITION II, INC.**


***A
      DEVELOPMENT STAGE COMPANY***


***STATEMENT
      OF CHANGES IN STOCKHOLDER'S EQUITY***


***FOR
      THE PERIOD APRIL 22, 2005 (INCEPTION) THROUGH DECEMBER 31,
      2005***







***(Deficit)******accumulated******Preferred
                Stock***
            
            ***Common
                Stock***
            
            ***Additional***
            
            ***During
                the***
            
            ***Stockholder's******Shares***
            
            ***Amount***
            
            ***Shares***
            
            ***Amount***
            
            ***Paid-In-Capital***
            
            ***Development
                Stage***
            
            ***Equity******Balance*-
                April 22, 2005**
            
            
            
            
            $
            
            
            
            
            
            $
            
            
            $
            
            
            $
            
            
            $Issuance
                of Common Stock
            
            
            
            
            
            
            
            
            2,000,000
            
            
            200
            
            
            49,800
            
            
            
            
            
            50,000Net
                (Loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (24,300
            )
            
            (24,300
            )***Balance
                -*December
                31, 2005**
            
            
            
            
            **$**
            ****
            ****
            
            **2,000,000**
            
            **$**
            **200**
            
            **$**
            **49,800**
            
            **$**
            **(24,300**
            **)**
            **$**
            **25,700**











**See
      notes to financial statements.**





F-4




**ADAGIO
      ACQUISITION II, INC.**


***A
      DEVELOPMENT STAGE COMPANY***


***STATEMENT
      OF CASH FLOWS***


***FOR
      THE PERIOD APRIL 22, 2005 (INCEPTION) THROUGH DECEMBER 31,
      2005***








***Cash
                Flows from Operating Activities***Net
                (Loss)
            
            $
            (24,300
            )***Adjustments
                to reconcile Net (Loss) to net cash used in operating
                activities:***(Increase)
                in Prepaid expenses
            
            
            (9,375
            )Increase
                in Accounts payable and accrued expenses
            
            
            3,340***Net
                cash used in operating activities:***
            
            
            (30,335
            )***Cash
                Flows from Financing Activities***Proceeds
                from issuance of common stock
            
            
            50,000***Net
                Increase in Cash and Cash Equivalents***
            
            
            19,665***Cash
                and Cash Equivalents - beginning***
            
            
            —***Cash
                and Cash Equivalents - end***
            
            $
            19,665











**See
      notes to financial statements.**





F-5





**Adagio
      Acquisition II, Inc.**





***A
      Development Stage Company***


***Notes
      to Financial Statements***


***December
      31, 2005***




**1.**
                **Development
                    Stage Company**




Adagio
      Acquisition II, Inc., a development stage company (the “Company”), was
      incorporated in the name of Scimitar Acquisition II, Inc., in the State of
      Delaware on April 22, 2005. The Company changed its name to Adagio Acquisition
      II, Inc. on May 25, 2005. The Company is looking to acquire an existing company
      or acquire the technology to begin operations.




**2.**
                **Summary
                    of Significant Accounting
                    Policies**


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





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





**b.**
            ***Cash
                and Cash Equivalents*****-**For purposes of the statement of cash flows, the Company considers
                highly
                liquid financial instruments purchased with a maturity of three months
                or
                less to be cash equivalents. For the period April 22, 2005 (inception)
                through December 31, 2005, the Company earned investment income of
                $516.





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





**d.**
            ***Loss
                per Common Share***-
                Basic loss per share is calculated using the weighted-average number
                of
                common shares outstanding during each 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 period. The Company does not have any potentially dilutive
                instruments.





F-6





**e.**
            ***Fair
                Value of Financial Instruments*****-**The
                carrying value of cash equivalents and accounts payable and accrued
                expenses approximate fair value due to their short term
                nature.


**3.**
                      **Equity
                          Securities**




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





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





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




**4.**
                    **Income
                        Taxes**


The
      Company has approximately $9,000 in gross deferred tax assets at December 31,
      2005 resulting from net operating loss carry forwards. A valuation allowance
      has
      been recorded to fully offset these deferred tax assets because the future
      realization of the related income tax benefits is uncertain. Accordingly, the
      net provision for income taxes is -0- for the period April 22, 2005 (inception)
      to December 31, 2005. At December 31, 2005, the Company has federal net
      operating loss carry forwards of approximately $24,000 available to offset
      future taxable income through 2025.





The
      difference between the tax provision at the statutory federal income tax rate
      and the tax provision attributable to loss before income taxes is as follows
      (in
      percentages):





**For
                the period**
              **April
                22, 2005**
              **(Inception)
                through**
              **December
                31, 2005**Statutory
                federal income taxes
            
            
            (34
            %)State
                Taxes, net of federal benefits
            
            
            (5
            %)Valuation
                allowance
            
            
            39
            %Income
                tax rate
            
            
            -0-





F-7


**5.**
                      **Related
                          Party
                          Transactions**


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









































F-8





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





None.




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





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





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





**Item
      8B. Other Information.**





None.




**Part
      III**





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





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





**Name**
            **Age**
            **Position**
            **Term**William
                P. Dioguardi
            48
            President,
                Secretary and Director
            April
                22, 2005 thru Present


10


The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified  or
      until
      their earlier resignation or removal.





**William
      P. Dioguardi** ,
      our
      President, Secretary, sole stockholder and sole director is currently President
      of Spencer Trask Ventures, Inc., a position he has held since 1994. Spencer
      Trask Ventures, Inc. is a private investment firm based in New York City. Mr.
      Dioguardi is also General Partner and Member Manager of the Spencer Trask
      Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP, Spencer
      Trask
      Private Equity Accredited Fund III LLC and the Spencer Trask Illumination Fund
      LLC, Garfield Associates LLC, and Lincoln Associates LLC, all of which are
      diversified venture capital funds that invest principally in Spencer Trask
      Ventures, Inc. private equity opportunities. Prior to joining Spencer Trask
      Ventures, Inc., Mr. Dioguardi was a founder and President of Vantage Securities,
      Inc., an NASD and SIPC member firm, which specialized in private and public
      offerings for emerging growth companies. From 1980 to 1988, Mr. Dioguardi was
      a
      member of the Executive Committee and First Vice President of Integrated
      Resources, Inc., where he headed the branch office system with over 5,000
      financial advisors. Mr. Dioguardi is a member of the Board of Directors of
      Concord, Jedai Broadband Networks, Inc., Spencer Trask & Co., Inc.,
      Multispectral Imaging, Inc. and Doctor Direct, Inc. He also is the sole officer,
      director and stockholder of Adagio Acquisition I, Inc. and Adagio Acquisition
      III, Inc., both of which are “blank check” and shell companies similar to us.
      Mr. Dioguardi received a B.S. degree in Business Administration from Monmouth
      University.





(b)
      Significant Employees. None.




(c)
      Family Relationships. None.




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




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





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




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




Based
      solely on the Company’s review of the copies of the forms received by it during
      the period from April 22, 2005 (inception) to December 31, 2005 and written
      representations that no other reports were required, the Company believes that
      no person who, at any time during such fiscal year, was a director, officer
      or
      beneficial owner of more than 10% of the Company’s common stock failed to comply
      with all Section 16(a) filing requirements during such fiscal
      year.







11







**CODE
      OF ETHICS**




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





**Item
      10. Executive Compensation.**





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





Name
                and Position
            Year
            Annual
                CompensationWilliam
                P. Dioguardi, President, Secretary and Director
            2005
            None





**Director
      Compensation**





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





**Employment
      Agreements**





The
      Company is not a party to any employment agreements.





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





The
      following tables set forth certain information as of April 7, 2006, regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.





Name
                and Address
            Amount
                and Nature of
              Beneficial
                Ownership
            Percentage
                of ClassWilliam
                P. Dioguardi (1)
              c/o
                Spencer Trask Ventures, Inc
              535
                Madison Ave., 18thFloor
              New
                York, New York 10022
            2,000,000
            100%All
                Directors and Officers as a Group
              (1
                individual)
            2,000,000
            100%


_____________________________________________________





(1)
            Mr.
                Dioguardi is the President, Secretary and sole director of the
                Company.





12





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





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




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





Index
      to
      Exhibits





Exhibit
            Description*3.1
            Certificate
                of Incorporation*3.2
            Amendment
                to Certificate of Incorporation*3.3
            By-laws31.1
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                with
                respect to the registrant’s Annual Report on Form 10-KSB for the year
                ended December 31, 200532.1
            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/A,
                as
                filed with the Securities and Exchange Commission on November 8,
                2005, and
                incorporated herein by this
                reference.





(b)
            Reports
                on Form 8-K





None.





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





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





AUDIT
      FEES





The
      aggregate fees billed by Raich Ende for professional services rendered for
      the
      audit of our annual financial statements and review of financial statements
      included in our Form 10-KSB or services that are normally provided in connection
      with statutory and regulatory filings were $8,044 for the fiscal year ended
      December 31, 2005.





13





AUDIT-RELATED
      FEES





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





TAX
      FEES





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





ALL
      OTHER
      FEES





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




















14





**SIGNATURES**





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




**ADAGIO
              ACQUISITION II, INC.**Dated:
              April 11, 2006
            By:
            /s/ William
              P. DioguardiWilliam
              P. DioguardiPresident












15