U.S. SECURITIES AND EXCHANGE
                             COMMISSION Washington,
                                   D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2005

            |_| TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                         Commission file number 0-51495

                           ADAGIO ACQUISITION II, INC.
        (Exact name of small business issuer as specified in its charter)

             Delaware                                    20-2852541
             --------                                    ----------
              (State or other jurisdiction of            (I.R.S. employer
             incorporation or organization)              identification number)

             c/o Spencer Trask
             535 Madison Avenue, 18th Floor
             New York, NY                                10022
             ------------------------------------        -----------
              (Address of principal executive offices)   (Zip Code)

         Issuer's telephone number, including area code: (212) 418-8573

                                    No change
                                    ---------
                     (Former name, former address and former
                   fiscal year, if changed since last report)

                                   Copies to:
                              Feldman Weinstein LLP
                              420 Lexington Avenue
                                    Suite 420
                               New York, NY 10170
                          Attn: David N. Feldman, Esq.
                               Tel: (212) 869-7000
                               Fax: (212) 997-4242

<PAGE>

      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|_|.

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 2,000,000 shares of Common
Stock, par value $ .0001 per share, outstanding as of November 15, 2005.

Transitional Small Business Disclosure Format (Check one):    YES|_|  NO|X|

<PAGE>

                           ADAGIO ACQUISITION II, INC.

                                    - INDEX -

PART I- FINANCIAL INFORMATION:
<TABLE>
<CAPTION>
                                                                                                 Page(s)
Item 1.  Financial Statements:

<S>                                                                                               <C>
         Balance Sheet - September 30, 2005 (unaudited)                                           F-1.

         Statements of Operations (unaudited) for the cumulative period during
         the development stage (April 22, 2005 to September 30, 2005)
         and the three months ended September 30, 2005                                            F-2.

         Statement of Changes in Stockholder's Equity (unaudited) for the
         cumulative period during the development stage (April 22, 2005 to
         September 30, 2005)                                                                      F-3.

         Statements of Cash Flows (unaudited) for the cumulative period during
         the development stage (April 22, 2005 to September 30, 2005)
         and the three months ended September 30, 2005                                            F-4.

         Notes to Interim Unaudited Financial Statements                                          F-5-F-6.

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

Item 3.  Controls and Procedures                                                                    2.

PART II - OTHER INFORMATION:                                                                        3.

Item 1.  Legal Proceedings                                                                          3.

Item 2.  Changes in Securities                                                                      3.

Item 3.  Defaults Upon Senior Securities                                                            3.

Item 4.  Submission of Matters to a Vote of Security Holders                                        3.

Item 5.  Other Information                                                                          3.

Item 6.  Exhibits and Reports on Form 8-K                                                           3.
</TABLE>

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

ADAGIO ACQUISITION II, INC
A Development Stage Company
Balance Sheet (Unaudited)                                     September 30, 2005

ASSETS
     Current Assets
         Cash and cash equivalents                                     $ 37,831
                                                                       ========

LIABILITIES AND STOCKHOLDER'S EQUITY
     Current Liabilities
         Accrued expenses                                              $  8,000
                                                                       --------

     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
         Additional paid-in capital                                      49,800
         (Deficit) accumulated during the development stage             (20,169)
                                                                       --------

                                                                         29,831

                                                                       $ 37,831
                                                                       ========

See accompanying notes to interim unaudited financial statements.
                                                                             F-1

<PAGE>


ADAGIO ACQUISITION II, INC.

A Development Stage Company
Statement of Operations (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months              Cumulative Period from
                                                                         Ended               April 22, 2005 (Inception)
                                                                    September 30, 2005       Through September 30, 2005
                                                                    ---------------------------------------------------

<S>                                                                  <C>                           <C>
Net Sales                                                            $           -                 $           -

Cost of Sales                                                                    -                             -
                                                                     -------------                 -------------

Gross Profit                                                                     -                             -
                                                                     -------------                 -------------

General and Administrative Expenses                                         (8,000)                      (20,500)

Investment Income                                                              331                           331
                                                                     -------------                 -------------

Net (Loss)                                                           $      (7,669)                $     (20,169)
                                                                     =============                 =============

Basic and Diluted (Loss) Per Share                                           (0.00)                        (0.01)
                                                                     =============                 =============

Weighted Average Number of Common
     Shares Outstanding                                                  2,000,000                     2,000,000
                                                                     =============                 =============
</TABLE>

See accompanying notes to interim unaudited financial statements.
                                                                             F-2

<PAGE>

ADAGIO ACQUISITION II, INC.

A Development Stage Company
Statement of Changes in Stockholder's Equity (Unaudited)



<TABLE>
<CAPTION>
                                                                                               (Deficit)
                                                                                              Accumulated
                            Preferred Stock           Common Stock                            During the
                           ------------------     ---------------------    Additional         Development       Stockholder's
                           Shares     Amount        Shares       Amount    Paid-in Capital       Stage             Equity
                           ----------------------------------------------------------------------------------------------

Balance -
<S>                    <C>         <C>           <C>         <C>            <C>               <C>           <C>
  April 22, 2005                -   $      -             -    $       -      $         -       $      -      $          -
   Issuance of common
     stock                      -          -     2,000,000          200           49,800              -            50,000
   Net (loss)                   -          -                          -                -        (20,169)          (20,169)
                         --------   --------   -----------    ---------      -----------       --------       -----------

Balance -
  September 30, 2005            -   $      -     2,000,000    $     200      $    49,800       $(20,169)      $    29,831
                         ========   ========   ==========     =========      ===========       ========       ===========
</TABLE>

See accompanying notes to interim unaudited financial statements.
                                                                             F-3

<PAGE>

ADAGIO ACQUISITION II, INC.

A Development Stage Company
Statement of Cash Flows (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months              Cumulative Period from
                                                                         Ended                April 22, 2005 (Inception)
                                                                    September 30, 2005         Through September 30, 2005

Cash Flows from Operating Activities
<S>                                                                  <C>                           <C>
     Net (loss)                                                      $      (7,669)                $     (20,169)
     Adjustments to reconcile net (loss) to
       net cash provided by (used in)
       operating activities:
         Accrued expenses                                                    8,000                         8,000
                                                                     -------------                 -------------

                                                                               331                       (12,169)
                                                                     -------------                 -------------

Cash Flows from Financing Activities
     Proceeds from issuance of common stock                                      -                        50,000
                                                                     -------------                 -------------

Net Increase in Cash and Cash Equivalents                                      331                        37,831

Cash and Cash Equivalents - beginning                                       37,500                             -
                                                                     -------------                 -------------

Cash and Cash Equivalents - end                                      $      37,831                 $      37,831
                                                                     =============                 =============
</TABLE>

See accompanying notes to interim unaudited financial statements.
                                                                             F-4
<PAGE>



ADAGIO ACQUISITION II, INC.

A Development Stage Company
Notes to Interim Unaudited Financial Statements
September 30, 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-    BASIS OF PRESENTATION FOR INTERIM FINANCIAL STATEMENTS

      The  accompanying  interim  financial  statements  of  the  Company  as of
      September  30,  2005  and for the  three  months  then  ended  and for the
      cumulative  period from April 22, 2005 (inception)  through  September 30,
      2005,  have  been  prepared  in  accordance  with  accounting   principles
      generally  accepted for interim financial  statements  presentation and in
      accordance  with  the  instructions  to  Article  10  of  Regulation  S-X.
      Accordingly,  they do not include  all of the  information  and  footnotes
      required by accounting  principles generally accepted in the United States
      of America for complete financial statement  presentation.  In the opinion
      of  management,  all  adjustments  for a fair  statement of the results of
      operations and financial  position for the interim  period  presented have
      been included.  All such adjustments are of a normal recurring nature. The
      accompanying  financial  statements and the information included under the
      heading Management's Discussion and Analysis should be read in conjunction
      with the Company's audited  consolidated  financial statements and related
      notes  included in the  Company's  Form  10-SB12G for the period April 22,
      2005  (inception)  through  June 30,  2005.  There have been no changes in
      significant   accounting   policies   since  the  period  April  22,  2005
      (inception) through June 30, 2005 .

3-    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

                                                                             F-5
<PAGE>

      d.    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 three months ended  September 30, 2005 and for
            the period April 22, 2005  (Inception)  through  September 30, 2005,
            the Company earned investment income of $331.

4-    RELATED PARTY TRANSACTION

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

                                                                             F-6
<PAGE>


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

      The Company  incurred a net loss of $(7,669)  for the three  months  ended
September  30, 2005.  Combined  with the fact that the Company has  virtually no
working  capital and an  accumulated  deficit of $(20,169)  as of September  30,
2005,  it is  management's  assertion  that these  circumstances  may hinder the
Company's ability to continue as a going concern.

      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 continue its efforts to locate suitable acquisition candidates.  The
Company  can  provide no  assurance  that it can  continue  to satisfy  its cash
requirements for at least the next twelve months.

      Liquidity and Capital Resources. As of September 30, 2005, the Company had
assets consisting of $37,831 in cash and cash equivalents.

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

Item 3. Controls and Procedures.

Disclosure controls and procedures.

We maintain  disclosure controls and procedures that are designed to ensure that
information  required  to be  disclosed  in our  reports  filed  pursuant to the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules,  regulations and related forms, and
that such  information  is  accumulated  and  communicated  to the our principal
executive  officer and principal  financial  officer,  as appropriate,  to allow
timely decisions regarding required disclosure.

Changes in internal controls.

There have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect these controls and procedures subsequent
to the date we completed our evaluation.  Therefore,  no corrective actions were
taken.

                                       2
<PAGE>

                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.  To the best knowledge of the officers and directors,
the Company is not a party to any legal proceeding or litigation.

Item 2. Changes in Securities. None.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Submission of Matters to a Vote of Security Holders. None.

Item 5. Other Information. None.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits required by Item 601 of Regulation S-B.

Exhibit No.       Description

*3.1              Certificate  of  Incorporation,  as filed  with  the  Delaware
                  Secretary of State on April 22, 2005.

*3.2              By-Laws

31.1              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
                  Quarterly   Report  on  Form  10-QSB  for  the  quarter  ended
                  September 30, 2005.

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

*     Filed as an exhibit to the Company's Registration Statement on Form 10-SB,
      as filed with the Securities  and Exchange  Commission on August 12, 2005,
      and incorporated herein by this reference.

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

                                       3
<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended, the Registrant has duly caused the Report to be signed on its behalf by
the undersigned thereunto duly authorized.

Dated: November 28, 2005                         Adagio Acquisition II, Inc.

                                                 By: /s/William Dioguardi
                                                    ---------------------
                                                    William Dioguardi
                                                    President

                                       4