UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Sunningdale, Inc.
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(Name of Issuer)
Common Stock, par value $.0001 per share
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(Title of Class of Securities)
(CUSIP Number)
Mitchell S. Nussbaum, Esq., Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
October 28, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however see the
Notes).
CUSIP No. 13D Page 2 of 6 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles K. Howe
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Great Britain
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NUMBER OF SOLE VOTING POWER
SHARES 7
BENEFICIALLY 555,390
OWNED BY ------- -----------------------------------------------
EACH SHARED VOTING POWER
REPORTING 8
PERSON WITH 172,125
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SOLE DISPOSITIVE POWER
9
555,390
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SHARED DISPOSITIVE POWER
10
172,125
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,515
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 6 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $.0001 per
share ("Common Stock"), of Sunningdale, Inc., a Delaware
corporation (the "Company"). The address of the Company's principal
executive office is P.O. Box 177, Lingfield, Surrey RH7 6BZ,
England.
Item 2. Identity and Background.
(a) This Schedule 13D is filed by Charles K. Howe, individually,
and as the co-trustee of The C.K. Howe Discretionary Settlement
2004 (the "Trust").
(b) Mr. Howe's business address is P.O. Box 177, Lingfield, Surrey,
RH7 6BZ, United Kingdom.
(c) Mr. Howe is in the business of business consultancy.
(d) During the past five years, Mr. Howe has not been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) During the past five years, Mr. Howe has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding, was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f) Mr. Howe is a citizen of Great Britain.
Item 3. Source and Amount of Funds and Other Consideration.
555,390 of the shares were issued to Mr. Howe, and 172,125 of the
shares were issued to the Trust by the Company in exchange for the transfer and
assignment of 242 shares and 75 shares, respectively, of Advanced Aluminium
Group, Ltd., a corporation incorporated under the laws of the United Kingdom,
pursuant to the terms of a Share Exchange Agreement, dated September 22, 2004. A
copy of such agreement is attached hereto as an exhibit.
Item 4. Purpose of Transaction.
Mr. Howe acquired the shares pursuant to the Share Exchange
Agreement. The purpose of the acquisition and the exchange was for the Company
to obtain 100% ownership of Advanced Aluminium Group, Ltd, which has business
operations in the United Kingdom.
Mr. Howe does not have any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional securities of
the Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation , involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries; (d) any change in the present board of
directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board; (e) any material change in the present capitalization or dividend policy
of the Company; (f) any other material change in the Company's business or
corporate structure; (g) changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any other person; (h) causing a class of securities of
the Company to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Act; or (j) any similar action to those enumerated above.
Page 4 of 6 Pages
Item 5. Interest in Securities of the Company.
(a) Mr. Howe is the beneficial owner of an aggregate of 727,515
shares of Common Stock, representing approximately 31.7% of the total issued and
outstanding shares of Common Stock. Mr. Howe is the beneficial owner of 555,390
shares, individually, and as co-Trustee of the Trust, he is the beneficial owner
of 172,125 shares of Common Stock.
(b) Mr. Howe has the sole power to vote or to direct the vote, and
sole power to dispose or direct the disposition of the 555,390 shares of Common
Stock beneficially owned by him individually. Mr. Howe has shared voting power
and dispositive power in his capacity as co-Trustee, of the 172,125 shares of
Common Stock owned by the Trust.
(c) Other than the acquisition of the shares as reported in this
Schedule 13D, Mr. Howe has not effected any transactions in the Common Stock of
the Company in the past 60 days.
(d) To the knowledge of Mr. Howe, no other person is known to have
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of the shares owned by him individually. The
beneficiaries of the Trust have the right to receive dividends from, and
proceeds from the sale of the shares owned by the Trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
In connection with the transactions contemplated by the Share Exchange
Agreement, the Company, each of the Stockholders that are parties to the Share
Exchange Agreement (the "Stockholders"), and the Keating Reverse Merger Fund,
LLC, executed and delivered a voting agreement. Pursuant to the terms of the
voting agreement for the one year period following the closing, the KRM Fund
shall have the right to nominate one director to the Company's board and each
Stockholder agrees to vote all of their shares of Common Stock as may be
necessary to elect that director during the one year period following closing. A
copy of the voting agreement is attached to this Schedule 13D.
Item 7. Materials to be Filed as Exhibits.
(1) Share Exchange Agreement, dated September 22, 2004
(2) Voting Agreement, dated October 28, 2004
Page 5 of 6 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: October 28, 2004 By: /s/ CHARLES K. HOWE
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Name: Charles K. Howe
Page 6 of 6 Pages
EXHIBIT INDEX
(1) Share Exchange Agreement, dated September 22, 2004
(2) Voting Agreement, dated October 28, 2004