As filed with the Securities and Exchange Commission on August 12, 2005
                           Registration No. _________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM SB-2
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                ADAL GROUP, INC

          Delaware                        3334                    94-3012230
(State or Other Jurisdiction        (Primary Standard          (I.R.S. Employer
             of                 Industrial Classification    Identification No.)
      Incorporation or                Code Number)
        Organization)

                                  P.O. Box 177
                                Billhurst Studio
                              Lingfield Common Road
                                Lingfield, Surrey
                                 United Kingdom
                                     RH7 6B7
                               011-441-342-833855
                        (Address and Telephone Number of
                          Principal Executive Offices)

                                Nicholas Shrager
                      Chief Executive Officer and President
                                   PO Box 177
                                Billhurst Studio
                              Lingfield Common Road
                                Lingfield, Surrey
                                 United Kingdom
                                     RH7 6B7
                               011-441-342-833855
                       (Name, Address and Telephone Number
                              of Agent for Service)

                        Copies of all communications to:
                           Mitchell S. Nussbaum, Esq.
                                Loeb & Loeb, LLP
                                 345 Park Avenue
                               New York, NY 10154
             Telephone: (212) 407-4159 Facsimile No. (212) 407-4990



Approximate Date of Proposed Sale to the Public:  As soon as possible after this
registration statement becomes effective.

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the  Securities  Act,  check the following box and list the
Securities  Act  registration   statement   number  of  the  earlier   effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box [ ]

                          CALCULATION OF REGISTRATION FEE

                                                                                    Proposed         Proposed
                                                                                     maximum          maximum         Amount of
                                                                Amount to be     offering price      aggregate      registration
Title of each class of securities to be registered               registered         per share      offering price         fee
--------------------------------------------------              ------------     --------------    --------------   -------------

                                                                                                        
Common Stock, $.0001 par value per share                            150,230          $5.25 (1)       $  788,708          $ 93
Common Stock, $.0001 par value per share, issuable upon             333,333          $3.00           $  999,999          $118
conversion of a Secured Convertible Term Note
Common Stock, $.0001 par value per share, issuable upon             142,857          $3.50           $  499,999          $ 59
conversion of a Secured Convertible Term Note
Common Stock, $.0001 par value per share, issuable upon             187,500          $6.30           $1,181,250          $139
exercise of a Common Stock Purchase Warrant
Common Stock, $.0001 par value per share, issuable upon             187,500          $6.83           $1,280,625          $150
exercise of a Common Stock Purchase Warrant
Common Stock, $.0001 par value per share, issuable upon                 472          $0.0001         $    0.472          $  1
exercise of an Option
TOTALS                                                            1,001,892                                              $560


(1)  Estimated  solely for  purposes  of  calculating  the  registration  fee in
accordance with Rule 457(c) under the Securities Act of 1933, as amended,  using
the  average of the bid and asked  prices,  as  reported on The Over the Counter
Bulletin Board, on August 11, 2005.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  section  8(a) of the
Securities Act of 1933, as amended,  or until the  registration  statement shall
become effective on such date as the Commission, acting pursuant to said section
8(a), may determine.


                  SUBJECT TO COMPLETION, DATED August __, 2005

      THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING   STOCKHOLDERS  MAY  NOT  SELL  THESE  SECURITIES   PUBLICLY  UNTIL  THE
REGISTRATION  STATEMENT  FILED WITH THE  SECURITIES  AND EXCHANGE  COMMISSION IS
EFFECTIVE.  THIS  PROSPECTUS IS NOT AN OFFER TO SELL THESE  SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE  SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.

      This prospectus  shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities in any state
in  which  such  offer,   solicitation  or  sale  would  be  unlawful  prior  to
registration or qualification under the securities laws of any such state.

                                   PROSPECTUS

                                Adal Group, Inc.
                        1,001,892 Shares of Common Stock

      This  prospectus  relates to the resale of up to  1,001,892  shares of our
common stock being offered by the selling stockholder.  Of the shares covered by
this  prospectus,  150,230  shares have been issued to the selling  stockholders
upon  exercise  of an option by the  selling  stockholders,  476,190  shares are
issuable upon the conversion of a secured  convertible  term note by the selling
stockholder,  375,000  shares are  issuable  upon the exercise of a common stock
purchase  warrant by the selling  stockholder  and 472 shares are issuable  upon
exercise  of the  remainder  of shares  underlying  the  option  by the  selling
stockholder.  We will not  receive any  proceeds  from the sale of the shares of
common stock by the selling stockholders. Assuming that the warrant is exercised
in whole and the  shares  remaining  under the Option  are  exercised  , we will
realize proceeds of approximately $2,461,875.

      Our  shares of common  stock are traded on The Over the  Counter  Bulletin
Board  under the symbol  "ADGR."  The  average of the high and low prices of our
common stock on August 11, 2005 was $5.25.

      THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES
ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR  INVESTMENT.  SEE "RISK  FACTORS"
BEGINNING ON PAGE 3 FOR A DISCUSSION OF RISKS APPLICABLE TO US AND AN INVESTMENT
IN OUR COMMON STOCK.

      NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE  SECURITIES,  OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is __________, 2005.


                                TABLE OF CONTENTS

                                                                           Page

SUMMARY.....................................................................1

FORWARD-LOOKING STATEMENTS..................................................3

RISK FACTORS................................................................3

USE OF PROCEEDS.............................................................8

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS....................8

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...................9

DESCRIPTION OF BUSINESS....................................................16

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS...............23

EXECUTIVE COMPENSATION.....................................................25

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE................................................27

SELLING STOCKHOLDER........................................................28

DESCRIPTION OF SECURITIES..................................................29

PLAN OF DISTRIBUTION.......................................................29

INDEMNIFICATION............................................................31

LEGAL MATTERS..............................................................31

FINANCIAL STATEMENTS.......................................................31

EXPERTS....................................................................31

WHERE YOU CAN FIND MORE INFORMATION........................................32

INDEX TO FINANCIAL STATEMENTS..............................................33


                                       i

                                     SUMMARY

      We were incorporated in Delaware under the name  ESCAgenetics  Corporation
on July 29,  1986.  We are a  diversified  producer of aluminum  extrusions  and
manufactured  parts  and  products.   We  are  the  parent  company  of  several
established  businesses  located in the United  Kingdom  that  provide  complete
one-stop aluminum  extrusion,  machining,  and assembly services.  Aluminum is a
commodity  that is traded on the London  Metal  Exchange  (LME) and priced daily
based on market supply and demand.  Our long-term goal is to create  synergistic
benefits  through the  acquisition and  streamlining  of  vertically-integrated,
value-added   aluminum   extrusion,   machining,   manufacturing   and  assembly
operations.

Products and Services

      Through our subsidiaries  and divisions we provide the following  services
to our customers:

      o     Aluminum Extrusion Design and Production Services

            We provide complete  supply-chain  management,  including  component
            design, fabrication,  warehousing and delivery. We emphasize product
            precision, speed of order completion, extensive design knowledge and
            a  flexible   manufacturing   process.   We  specialize  in  meeting
            just-in-time  delivery  schedules.

      o     Precision Engineering, Tool Making and Volume Production of Machined
            Aluminum Components.

            We manufacture  parts for air conditioning  units for motor vehicles
            produced by major Original Equipment Manufacturers.

      o     Value - Added Finishing Services

            We provide  value added  finishing  services  to  extruded  aluminum
            parts, with services ranging from design, formation and machining to
            assembly and welding.

      o     Architectural Design

            We create  aluminum-based  designs  that are  unique,  reliable  and
            highly efficient.  We currently  manufacture heating and ventilating
            air conditioning systems.

      o     Manufacturing of Building Facades

            We manufacture aluminum commercial building facades for suppliers to
            and  installers for the primary  building  contractors in the United
            Kingdom.

Executive Offices

      Our corporate  headquarters in the UK is located at ICS House,  Hall Road,
Heybridge,  Maldon,  Essex,  CM9 4LA.  The  telephone  number  at our  corporate
headquarters is 011-44-1621-874774.


Summary Financial Data:

      The following  summary of our financial  information has been derived from
our unaudited consolidated financial statements for the quarters ended March 31,
2005 and March 31, 2004, our audited  consolidated  financial statements for the
years ended December 31, 2004 and December 31, 2003, and our pro forma condensed
consolidated  financial  statements which consolidated  financial statements are
included elsewhere in this prospectus.

                                                  Three months ending March 31,
                                                 ------------------------------
                                                      2005               2004
                                                 -----------        -----------

Net Sales                                        $     7,896        $     7,062

Cost of Sales                                          7,282              6,373
                                                 -----------        -----------

Gross Profit                                             614                689

Selling, General and
Administrative Expense                                 1,048                748
                                                 -----------        -----------

(Loss) from Operations                                  (434)               (59)

Interest Expense                                        (263)              (121)

(Loss) Before Income Taxes                              (697)              (180)

Provision For Income Tax Expense                        --                    6
                                                 -----------        -----------

Net (Loss)                                       $      (697)       $      (186)
                                                 ===========        ===========

Earnings (Loss) Per Share - Basic and Diluted         $(0.26)            $(0.07)
                                                 ===========        ===========
Weighted Average Number of Shares Outstanding      2,705,334          2,550,000
                                                 ===========        ===========


                                       2


                           FORWARD-LOOKING STATEMENTS

      Statements  in this  prospectus  that are not  descriptions  of historical
facts are  forward-looking  statements  within the meaning of the "safe  harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Reference is
made in particular to the  description  of our plans and  objectives  for future
operations  and  assumptions  underlying  such  plans and  objectives  and other
forward-looking terminology such as "may," "expects," "believes," "anticipates,"
"intends,"  "projects,"  or  similar  terms,  variations  of such  terms  or the
negative of such terms.  Forward-looking  statements  are based on  management's
current  expectations.   Actual  results  could  differ  materially  from  those
currently  anticipated  due to a number of  factors,  including  those set forth
under "Risk Factors."

                                  RISK FACTORS

      Investing in our  securities  involves an element of risk.  Our operations
are  currently  based in the United  Kingdom and  although we plan to expand our
businesses to the USA we are currently exposed to the Dollar / Sterling exchange
rate risks.  Our advisors are based in the USA and we have a firm  business plan
to acquire companies in the USA. The business currently has an infrastructure to
support the  business  plan and the costs of this are  currently a burden to the
business.  We have been loss  making  since  completing  our  reverse  merger in
October  2004  and do not  expect  to make a  profit  in  2005.  Our  underlying
operating  companies  are  beginning  to meet  profit  targets  but the  overall
business is unlikely to make a profit until we materially  increase our turnover
through acquisition and organic growth. The businesses have several new products
under  development and although these could generate  significant  revenues they
will incur development  costs, Our business,  financial  condition or results of
operations  could be affected  materially  and  adversely by any or all of these
risks.

      THE FOLLOWING  MATTERS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR PROSPECTS, FINANCIAL OR
OTHERWISE.   REFERENCE  TO  THIS  CAUTIONARY  STATEMENT  IN  THE  CONTEXT  OF  A
FORWARD-LOOKING  STATEMENT OR STATEMENTS  SHALL BE DEEMED TO BE A STATEMENT THAT
ANY ONE OR MORE OF THE  FOLLOWING  FACTORS  MAY CAUSE  ACTUAL  RESULTS TO DIFFER
MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT OR STATEMENTS.

RISKS RELATED TO OUR BUSINESS

We have a limited operating history. We were founded and commenced operations in
October 2004 but our underlying operating subsidiaries have been trading between
thirty and forty years.  Our operating  history may be  insufficient  for you to
evaluate our business and future  prospects.  As we expand our business,  we may
increase our  borrowings  and as a result  increase our interest  expenses.  Any
significant  failure to  realize  anticipated  revenue  growth  could  result in
significant   operating   losses.  We  will  continue  to  encounter  risks  and
difficulties   frequently  experienced  by  companies  at  a  similar  stage  of
development, including our potential failure to:

      o     implement our business  model and strategy and adapt and modify them
            as needed;

      o     increase awareness of our brands, protect our reputation and develop
            customer loyalty;

      o     manage our expanding operations and service offerings, including the
            integration of any future acquisitions;

      o     maintain adequate control of our expenses;

      o     anticipate  and adapt to changing  conditions in markets in which we
            operate  as well as the  impact of  technological  developments  and
            other significant competitive and market dynamics.

If we are not successful in addressing  any or all of these risks,  our business
may be materially and adversely affected.

Revenues may not be consistent due to fluctuating demand for products. We derive
revenues through the sale of products to our customers.  Fluctuating  demand for
products by our customers may result from a variety of factors,  including,  but

                                       3


not  limited  to  customers'   industries  market  falling,   the  weather,  and
competition from imports. If customer demand for our products is not consistent,
our  revenues  could  be  adversely  affected.  Our  industry  has  historically
experienced a very slow start each year with December and the first three months
of the year  being  the  lowest in terms of sales.  This is  largely  due to the
seasonal  nature of a large  proportion  of our  customer  base,  the  Christmas
holiday period slow down and year end inventory reduction by customers.

Rising costs of raw materials could adversely impact our margins.  Our principal
raw material is aluminum billets,  which are generally  available from a variety
of suppliers.  However,  world  commodity  prices for aluminum could rise faster
than our ability to recoup  increases in these costs from our customers.  If raw
material costs increase in such a manner,  our gross profit and net income could
be negatively impacted.

The  acquisition  of new  businesses  is costly  and such  acquisitions  may not
enhance our financial  condition.  Our growth strategy is to acquire  companies,
and identify  and acquire  assets from  businesses  in the United  Kingdom,  the
United States and elsewhere that have services, products, technologies, industry
specializations  or geographic  coverage that extend or complement  our existing
business. We may be unable to successfully identify or acquire such companies on
favorable  terms.  Furthermore,  any  acquisitions  we pursue  may be subject to
approval by the relevant local government authorities, which approval we may not
obtain. Even if we are able to identify an acquisition candidate,  the resources
expended may be significant. Any future acquisitions will be subject to a number
of challenges, including:

o     the  diversion  of  management   time  and  resources  and  the  potential
      disruption of our ongoing business;

o     difficulties in maintaining  uniform standards,  controls,  procedures and
      policies; and

o     potential unknown liabilities associated with acquired businesses.

In February 2005, we acquired all of the outstanding shares of Guilform Holdings
Limited,  a U.K.  company,  which is now known as Adal Guilform.  We expect that
acquisitions  will  strengthen  our  position  as a leader in the  Architectural
market  place,  combining our current  products and expertise  with the aluminum
cladding marketplace.

However, we may not achieve the anticipated benefits of future acquisitions.

The establishment and expansion of international operations requires significant
management attention. All of our current revenues, are derived from the U.K. Our
international  operations are subject to risks, including the following,  which,
if not planned and  managed  properly,  could  materially  adversely  affect our
business, financial condition and operating results:

      o     legal  uncertainties or unanticipated  changes regarding  regulatory
            requirements, liability, export and import restrictions, tariffs and
            other trade barriers;

      o     longer   customer   payment  cycles  and  greater   difficulties  in
            collecting accounts receivable;

      o     uncertainties of laws and enforcement  relating to the protection of
            intellectual property; and

      o     potentially uncertain or adverse tax consequences.

The market in which we compete is highly  competitive  and fragmented and we may
not be able to  maintain  market  share.  We  operate in a  marketplace  that is
becoming more global, and the threat of lower cost imports is increasing.  If we
are not able to  differentiate  ourselves in ways other than by reducing prices,
such as through technical  experience,  just in time service and quality, we may
lose market share.

Our operations could be curtailed if we are unable to obtain required additional
financing.  We may need to raise  additional  funds  through  public or  private
financing,  which  may  include  the  sale of  equity  and/or  debt  securities,
including  securities  convertible  into our common stock. The issuance of these
securities  could  result in dilution to our  stockholders.  If we are unable to
raise capital when needed,  our business growth  strategy may slow,  which could
severely limit our ability to increase revenue.

                                       4


Efforts  to  comply  with  recently  enacted  changes  in  securities  laws  and
regulations will increase our costs and require additional  management resources
and  we  still  may  fail  to  comply.   As  directed  by  Section  404  of  the
Sarbanes-Oxley  Act of 2002, the SEC adopted rules requiring public companies to
include a report of management on the company's internal controls over financial
reporting in their annual reports on Form 10-KSB.  In addition,  the independent
registered  public accounting firm auditing the company's  financial  statements
must attest to and report on management's assessment of the effectiveness of the
company's  internal  controls over financial  reporting.  This  requirement will
first  apply to our annual  report on Form  10-KSB for our  fiscal  year  ending
December 31, 2006. If we are unable to conclude that we have effective  internal
controls over financial reporting or, if our independent  auditors are unable to
provide us with an unqualified  report as to the  effectiveness  of our internal
controls over  financial  reporting as of December 31, 2006 and future year ends
as required by Section 404 of the  Sarbanes-Oxley  Act of 2002,  investors could
lose  confidence in the  reliability  of our financial  statements,  which could
result in a decrease in the value of our securities. We have only recently begun
a formal  process to evaluate our internal  controls over  financial  reporting.
Given the  status of our  efforts,  coupled  with the fact  that  guidance  from
regulatory  authorities  in the area of internal  controls  continues to evolve,
substantial  uncertainty  exists  regarding  our ability to comply by applicable
deadlines.

We have never paid cash dividends and are not likely to do so in the foreseeable
future.  We have never  declared or paid any cash dividends on our common stock.
We currently  intend to retain any future  earnings for use in the operation and
expansion  of our  business.  We do not expect to pay any cash  dividends in the
foreseeable future but will review this policy as circumstances dictate.

RISKS RELATED TO OUR TECHNOLOGY AND EQUIPMENT

An  inability  to  respond   quickly  and   effectively  to  new   technological
developments  could adversely  impact our competitive  position.  Our failure to
maintain  the  superiority  through  lack of  investment  in new  products,  new
machinery and new processes or to respond to other  technological  changes could
adversely  affect  our  ability  to retain  existing  customers  and  secure new
customers.  We will need to  constantly  seek out new  technology to improve the
efficiency and effectiveness of our processes.  If we are unable to keep current
with new developments,  our competitors'  technologies or products may render us
noncompetitive. This means that we must have a strong capital investment program
at our extrusion  plant and our  engineering  factories.  We need to continue to
automate  machines  and  processes  and  invest  in  modernizing  our  plant and
equipment.

Systems failures and security breaches may harm our business. Any failure of our
current technology systems,  the technology systems of our planned  acquisitions
or  any  breach  of  security  of  our  system  or the  systems  of our  planned
acquisitions,  or the  perception  of a failure  or breach of  security  of such
systems,  could decrease our customers'  trust in us and our content  providers'
trust in us to safeguard confidential and valuable information and assets, which
could adversely affect their willingness to do business with us.

We rely on third parties for technology and backup  systems.  While we currently
manage our technology at various sites and at our headquarters,  we are planning
to add  additional  technology  and systems to support our  business  during the
third quarter of 2005. Some of the technologies and systems are to be managed by
third parties off site on outside servers for website hosting and backup. We may
not be able to control  access and security to these servers as we would if they
were on site.  While we make every effort to maximize the security and integrity
of our data, we cannot  guarantee that third parties will do the same regardless
of their contractual obligation to do so.

Additionally, some of our distributors both domestically and overseas keep local
copies of a portion of our image library on their  servers to expedite  delivery
of  images  to  their  clients.  We do not  have  control  over  the  day-to-day
management of their  technology and the security and integrity of their systems.
If our data is compromised,  it may be rendered  unusable or we may be unable to
prevent  unauthorized  copies of  images  from our  library  from  entering  the
marketplace.

We rely on electricity and gas to produce our products.  The heating of aluminum
billets as part of the extrusion  process  employs  electricity  and gas heaters
requiring a large and continuous supply of electricity and gas. Our ageing ovens
are powered by electricity.  Interruptions  of electricity  supply can result in
lengthy  production  shutdowns,   increased  costs  associated  with  restarting
production and waste of production in progress. In extreme cases,  interruptions
of  electricity  supply can also cause damage to or destruction of the equipment
and facilities. We encountered shortages of electric power supply in 2004. We do
not expect any significant  improvement of this  situation.  Electricity and gas
costs are a  principal  production  cost  component  of the  aluminum  extrusion
manufacturing process

                                       5


Our revenues and earnings are heavily affected by the price of aluminum billets.
Volatile  prices in the exchange traded  secondary  aluminum market and currency
markets could adversely  affect our revenues and earnings.  The price of billets
is controlled through London Metals Exchange.  Increases or Decreases in the LME
price can have a substantial adverse effect on our revenues and earnings because
we are unable to adjust our selling prices to our market place as readily..

Secondary aluminum prices historically have been subject to significant cyclical
price  fluctuations.  We believe  the  timing of changes in the market  price of
aluminum largely are unpredictable.  Price fluctuations are affected by numerous
factors  beyond our control,  including

      o     the overall demand for, and worldwide supply of, primary aluminum

      o     the availability and price of competing commodities

      o     international economic trends

      o     currency exchange rate fluctuations

      o     expectations of inflation

      o     actions of commodity market participants

      o     consumption and demand patterns and

      o     political events in major producing countries.

We are subject to certain environmental laws and regulations.  We are subject to
a wide variety of European and International  environmental laws and regulations
(the "Environmental  Laws"). From time to time, we are subject,  with respect to
our current and former  operations,  to fines or penalties  assessed for alleged
breaches of the Environmental Laws, and to claims and litigation based upon such
laws. Further, future environmental  regulations are expected to impose stricter
compliance  requirements  on the  aluminum  industry.  While  uncertainties  are
inherent  in  the  final  outcome  of  these  environmental  matters,  and it is
presently  impossible  to  determine  the actual  costs that  ultimately  may be
incurred,   management   currently   believes   that  the   resolution  of  such
uncertainties  should not have a material adverse effect on the our consolidated
financial position, results of operations, or liquidity.

If we are  unable  to  effectively  manage  our  growth  we  will be  unable  to
successfully  operate our business in the future.  Our growth has placed, and is
expected  to  continue  to  place,  a  significant  strain  on  our  managerial,
technical,  operational and financial resources.  To manage our expected growth,
we will have to implement and improve our operational and financial systems, and
we will have to train and manage our growing employee base. We will also need to
maintain and expand our relationships with customers,  outside content providers
and other third parties.  If we are unable to effectively manage our growth, our
business may become inefficient and therefore less profitable.

RISKS SPECIFIC TO THIS OFFERING

The price of our stock may fluctuate in the future.  There is a significant risk
that the  market  price of our  common  stock  will  decrease  in the  future in
response to any of the following factors,  some of which are beyond our control:

      o     variations in our quarterly operating results;

      o     announcements  that  our  revenue  or  income  are  below  analysts'
            expectations;

      o     general economic slowdowns;

      o     changes in market valuations of similar companies;

      o     sales of large blocks of our common stock;

      o     announcements  by us or our  competitors of  significant  contracts,
            acquisitions,  strategic  partnerships,  joint  ventures  or capital
            commitments; and

      o     fluctuations   in  stock  market  prices  and  volumes,   which  are
            particularly    common   among   highly   volatile   securities   of
            internationally-based companies.

                                       6


The price in this offering will fluctuate  based on the prevailing  market price
of our common stock on The Over the Counter  Bulletin  Board.  Accordingly,  the
price you pay in this  offering  may be higher or lower than the prices  paid by
other people participating in this offering.

You may suffer  dilution upon the exercise of outstanding  warrants and options.
We currently have outstanding  warrants to purchase 375,000 shares of our common
stock and options to purchase 472 shares of our common stock, to the extent such
warrants or options are exercised,  there will be further dilution. In addition,
in the event  that any  future  financing  should  be in the form of  securities
convertible  into,  or  exchangeable  for,  equity  securities,   investors  may
experience   additional  dilution  upon  the  conversion  or  exchange  of  such
securities.


                                       7


                                 USE OF PROCEEDS

      We will not  receive  any  proceeds  from the sale of the shares of common
stock by the selling  stockholders.  Assuming  that all of the warrants  held by
selling  stockholders  are  exercised  for cash,  we will  realize  proceeds  of
approximately  $2,461,875,  based on current  market  value of our stock and our
agreement  with  Laurus  Fund  Management.  We would use these funds for general
corporate purposes.

            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      Our common  stock is listed on the Over the Counter  Bulletin  Board under
the symbol "ADGR".  The following table sets forth the range of high and low bid
prices  reported by the Over the Counter  Bulletin  Board in each fiscal quarter
from January 1, 2003 to December 31, 2004, and for the first two fiscal quarters
of fiscal 2005.  The  quotations  reflect  inter-dealer  prices,  without retail
mark-up,  mark-down or commission,  and may not represent  actual  transactions.
Information presented for dates prior to October 18, 2004, relate to the Company
prior to the share exchange transaction described elsewhere in this Registration
Statement on Form SB-2.

                                                     High       Low
            Fiscal 2003
            -----------
            Quarter Ended March 31, 2003            $0.84      $0.14
            Quarter Ended June 30, 2003             $0.84      $0.15
            Quarter Ended September 30, 2003        $4.90      $0.18
            Quarter Ended December 31, 2003         $2.00      $1.01

            Fiscal 2004
            -----------
            Quarter Ended March 31, 2004            $5.25      $2.75
            Quarter Ended June 30, 2004             $3.25      $1.50
            Quarter Ended September 30, 2004        $3.25      $1.01
            October 1, 2004 - October 27, 2004      $1.01      $1.01
            October  28,  2004 -  December  31,     $5.00      $1.01
            2004*

            Fiscal 2005
            -----------
            January 1, 2005 - March 31, 2005        $5.20      $5.00
            April 1, 2005 - June 30, 2005           $6.00      $4.00

*Represents stock performance for periods after the share exchange transaction.

      As of June 30, 2005, there were  approximately  3,265,976 shares of common
stock of the Company issued and outstanding.

      We have not paid any dividend on our common stock since  inception  and we
do not  intend  to pay any  dividends  on our  common  stock in the  foreseeable
future.

2.    Equity Compensation Plan Information

      We do not currently have an equity  compensation plan under which options,
warrants or rights are authorized for issuance to employees or non-employees. We
have  not  issued  any  options,   warrants  or  rights  under  any   individual
compensation  arrangement.  We did grant 100,000  restricted shares to our Chief
Financial Officer upon joining the company on June 1, 2005 and have issued 2,532
restricted  shares  to two  employees  as a  bonus.  We are  considering  equity
compensation plans for our senior managers and our employees.


                                       8


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

THIS  REGISTRATION  STATEMENT ON FORM SB-2 CONTAINS  STATEMENTS WHICH CONSTITUTE
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE  "EXCHANGE  ACT").  DISCUSSION  CONTAINING
SUCH FORWARD-LOOKING STATEMENTS MAY BE FOUND IN THE MATERIAL SET FORTH BELOW AND
UNDER  "BUSINESS," AS WELL AS WITHIN THE ANNUAL REPORT  GENERALLY.  IN ADDITION,
WHEN USED IN THIS ANNUAL REPORT, THE WORDS "BELIEVES," "ANTICIPATES," "EXPECTS,"
"PLANS,"  "INTENDS,"  "SHOULD,"  "WILL" AND SIMILAR  EXPRESSIONS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING  STATEMENTS.  FORWARD-LOOKING STATEMENTS AND STATEMENTS
OF  EXPECTATIONS,  PLANS  AND  INTENT  ARE  SUBJECT  TO A NUMBER  OF  RISKS  AND
UNCERTAINTIES.  ACTUAL RESULTS IN THE FUTURE COULD DIFFER  MATERIALLY FROM THOSE
DESCRIBED  IN  THE  FORWARD-LOOKING   STATEMENTS  AS  A  RESULT  OF  CHANGES  IN
TECHNOLOGY,  CUSTOMER  REQUIREMENTS AND NEEDS, AMONG OTHER FACTORS. WE UNDERTAKE
NO  OBLIGATION  TO  RELEASE  PUBLICLY  THE  RESULTS  OF ANY  REVISIONS  TO THESE
FORWARD-LOOKING  STATEMENTS  THAT MAY BE MADE TO REFLECT  ANY  FUTURE  EVENTS OR
CIRCUMSTANCES.

OVERVIEW

As  discussed  in the  Notes  to the  Financial  Statements  contained  in  this
Registration  Statement  on Form SB-2 we  acquired,  through  a  reverse  merger
transaction,  Advanced Aluminium Group Limited ("AAG"),  a company  incorporated
under the Companies Acts of England and Wales.

As a result of this merger,  we adopted the financial  reporting year end of AAG
and therefore we now have a December 31 fiscal year end.

Our purchase of the shares of AAG has been treated for  accounting and financial
reporting  purposes as a reverse  acquisition of us by AAG, since the former AAG
stockholders  controlled  us  after  the  transaction.   Under  this  accounting
treatment,  AAG is deemed for accounting purposes to be the acquiring entity and
we are the acquired entity.

On October 20,  2003,  AAG  acquired  all of the  outstanding  capital  stock of
Advanced Aluminium Industries,  Ltd. ("AAI"). AAI's activities as of the date of
acquisition  consisted  solely of the  ownership of Seco,  which was acquired by
AAI.

On January 30, 2004, AAG acquired all of the  outstanding  capital stock of Adal
Engineering f/k/a W.H.G. Fagg &Son LTD. through its wholly-owned subsidiary AAI.
The consolidated  financial  information for Adal  Engineering  included in this
Registration  Statement  on  Form  SB-2,  is  reflected  as of the  date  of the
acquisition through December 31, 2004.

We intend to expand both organically and through  acquisition.  We completed our
second acquisition on February 7, 2005 when we acquired Guilform Holdings.  This
acquisition  was the first step in building our  Architectural  Division and the
focus in 2005 will be on building this Division and improving  productivity  and
efficiency at both Adal Seco and Adal Engineering.

The Adal Seco plant and machinery  has been an area of  investment  focus in the
fourth quarter of 2004 and will require continued investment during fiscal years
2005 and 2006 to enable us to return to and improve upon historical productivity
and efficiency  levels.  Anticipated  investment in plant and machinery over the
next two years is  $2,000,000.  We have  invested  in a new puller and heater at
Adal Seco and will invest in handling and packing  equipment at Adal Seco in the
first half of 2005. We have also added new CNC machines at Adal  Engineering and
an automation timetable, subject to allowable production downtime in the current
environment,  has been budgeted.  These  investments are expected to improve the
throughput at these facilities  without  increasing labor costs at Adal Seco and
reducing labor cost at Adal Engineering, thus improving our cost of sales.

We reviewed our planned  expansion in a machining and  fabrication  operation in
the Czech  Republic and put this project on hold until 2006.  We already  formed
the corporate entity in the Czech Republic and established  banking  facilities,
which will  remain in place.  It is  unlikely  that there will be further  major
acquisitions  in the UK in 2005.  Our focus will be on organic  growth in the UK
and the  acquisition  of a US  based  aluminum  manufacturer.  We are  currently
developing  marketing  plans  and will work with our  advisors  to raise  equity
capital to de-leverage the Balance Sheet,  provide  Investment  Capital for Adal
Seco and to reduce our reliance on accounts receivable financing.

                                       9


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This  discussion  and  analysis  of  our  financial  condition  and  results  of
operations are based on our  consolidated  financial  statements  that have been
prepared under accounting  principles  generally  accepted in the United States.
The  preparation  of  financial  statements  requires  our  management  to  make
estimates  and  assumptions  that  affect  the  reported  amount of  assets  and
liabilities at the date of the financial  statements and the reported amounts of
revenue  and  expenses  during  the  reporting  periods.  Actual  results  could
materially  differ  from those  estimates.  We have  disclosed  all  significant
accounting policies in Note 1 to the consolidated  financial statements included
in  this  Registration  Statement  on  Form  SB-2.  The  consolidated  financial
statements and the related notes thereto should be read in conjunction  with the
following  discussion of our critical accounting  policies.  Critical accounting
policies and estimates are:

      o     Revenue Recognition

      o     Accounting for Long-Lived Assets

      o     Impairment of Long-Lived Assets

REVENUE RECOGNITION

Revenue  recognition  rules are very complex,  and certain  judgments affect the
application  of our  revenue  policy.  The amount  and timing of our  revenue is
difficult  to  predict,  and any  shortfall  in revenue or delay in  recognizing
revenue could cause our operating results to vary  significantly from quarter to
quarter.  In  addition to  determining  our  results of  operations  for a given
period, our revenue recognition determines the timing of certain expenses,  such
as commissions and other variable  expenses.  We recognize revenue when products
are shipped to customers,  the customer is obligated to pay for such product and
collectability is reasonably assured.

ACCOUNTING FOR LONG-LIVED ASSETS

We state our property and equipment at acquisition cost and compute depreciation
for book purposes by the straight-line method over estimated useful lives of the
assets.  In  accordance  with SFAS No. 144,  "Accounting  for the  Impairment or
Disposal of Long-Lived  Assets,"  long-lived  assets are reviewed for impairment
whenever events or changes in circumstances  indicate the carrying amount of the
asset may not be  recoverable.  Recoverability  of assets to be held and used is
measured by  comparison  of the  carrying  amount of an asset to the future cash
flows expected to be generated by the asset. If the carrying amount of the asset
exceeds its estimated  future cash flows, an impairment  charge is recognized to
the extent the carrying amount of the asset exceeds the fair value of the asset.
These computations are complex and subjective.

IMPAIRMENT OF LONG-LIVED ASSETS

In assessing the  recoverability  of our  intangibles  we must make  assumptions
regarding  estimated  future cash flows and other  factors to determine the fair
value of the respective assets.  This impairment test requires the determination
of the fair value of the intangible  asset.  If the fair value of the intangible
asset is less than its carrying  value, an impairment loss will be recognized in
an  amount  equal  to the  difference.  If  these  estimates  or  their  related
assumptions  change in the  future,  we may be  required  to  record  impairment
charges for these assets.

RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 152 "Accounting for Real Estate Time-Sharing  Transactions - An amendment of
SFAS No. 66 and 67." This  Statement  amends  Statement of Financial  Accounting
Standards  ("SFAS") No. 66,  "Accounting for Sales of Real Estate," to reference
the financial  accounting  and reporting  guidance for real estate  time-sharing
transactions  that  is  provided  in  American  Institute  of  Certified  Public
Accountants  Statement  of  Position  (SOP)  04-2,  "Accounting  for Real Estate
Time-Sharing  Transactions." This Statement also amends SFAS No. 67, "Accounting
for Costs and Initial Rental  Operations of Real Estate  Projects," to state the
guidance  for (a)  incidental  costs and (b) costs  incurred to sell real estate
projects does not apply to real estate time-sharing transactions. The accounting
for those  operations and costs is subject to guidance in SOP 04-2. SFAS No. 152
is effective for financial  statements for fiscal years beginning after June 15,
2005.  Adoption of this  Statement is not expected to have a material  impact on
our financial statements.

                                       10


In November 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- an  amendment to APBO No. 29." This  Statement  amends  Accounting  Principles
Board  Opinion  ("APBO")  No. 29 to  eliminate  the  exception  for  nonmonetary
exchanges of similar  productive assets and replaces it with a general exception
for exchanges of nonmonetary  assets that do not have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. This is
effective for fiscal  periods  beginning  after June 15, 2005.  Adoption of this
Statement is not expected to have a material impact on our financial statements.

On December 16,  2004,  the FASB issued SFAS No.  123R,  "Share-Based  Payment",
which  replaces SFAS No. 123,  "Accounting  for  Stock-Based  Compensation"  and
supercedes APB Opinion No. 25,  "Accounting for Stock Issued to Employees." SFAS
No. 123R requires all  share-based  payments to employees,  including  grants of
employee stock options,  to be recognized in the financial  statements  based on
the grant date fair value of the award.  SFAS No. 123R was to be  effective  for
interim or annual reporting  periods beginning on or after June 15, 2005, but in
April 2005 the SEC issued a rule that will permit most  registrants to implement
SFAS No. 123R at the  beginning of their next fiscal  year,  instead of the next
reporting  period  as  required  by SFAS No.  123R.  The pro  forma  disclosures
previously  permitted  under SFAS No. 123 no longer  will be an  alternative  to
financial  statement  recognition.  Under SFAS No. 123R,  we must  determine the
appropriate fair value model to be used for valuing  share-based  payments,  the
amortization  method for compensation  cost and the transition method to be used
at date of adoption.  The transition methods include prospective and retroactive
adoption options.  Under the retroactive options,  prior periods may be restated
either as of the beginning of the year of adoption or for all periods presented.
The prospective  method requires that  compensation  expense be recorded for all
unvested  stock  options  and  restricted  stock at the  beginning  of the first
quarter of adoption of SFAS No. 123R, while the retroactive methods would record
compensation  expense  for all  unvested  stock  options  and  restricted  stock
beginning with the first period  restated.  We have adopted the  requirements of
SFAS No. 123 for the fiscal  year  beginning  on January 1, 2005,  and we expect
that the adoption of SFAS No. 123R will have no material impact on our financial
statements.

In October 2004, the FASB issued SFAS No. 151 "Inventory Costs - an amendment of
ARB No.  43,  Chapter  4." This  Statement  amends the  guidance  in ARB No. 43,
Chapter 4, "Inventory  Pricing," to clarify the accounting for abnormal  amounts
of  idle  facility  expense,   freight,  handling  costs,  and  wasted  material
(spoilage).   This  Statement   requires  that  those  items  be  recognized  as
current-period  charges  regardless  of whether  they meet the  criterion of "so
abnormal."  In  addition,  this  Statement  requires  the  allocation  of  fixed
production  overheads to the costs of conversion be based on the normal capacity
of the production facilities. Adoption of this Statement is not expected to have
a material impact on our financial statements.

RESULTS OF OPERATIONS

Please  refer to our  interim  consolidated  financial  statements  , which  are
included  at the end of this  document  beginning  on page  Q-1 and our  audited
consolidated  financial  statements,  which  are  included  at the  end of  this
document beginning on page F-1.

THREE MONTHS ENDED MARCH 31, 2005 COMPARED TO THREE MONTHS ENDED MARCH 31, 2004

When  reviewing  the results of operations  compared to the prior period,  it is
important to consider the  evolution of the Company.  The first  quarter of 2004
includes a full quarter for Adal Seco, two months for Adal Engineering (acquired
on 30th January  2004),  no results for Adal Guilform  (acquired on 7th February
2005)  and only  reflects  the  start up of our  corporate  office  and the very
beginnings  of our  corporate  infrastructure,  and does not  include  the costs
associated  with being a US public  company which began on October 28, 2004. The
first quarter of 2005 includes a full quarter for Adal Seco,  Adal  Engineering,
our  corporate  office  and costs  associated  with being a public  company  and
includes about two months of Adal Guilform.

REVENUES.  For the three months ended March 31, 2005, our consolidated  revenues
were  $7,896,000  compared to  $7,062,000  for the  comparable  2004 period,  an
increase of $834,000 or 12%. The increase is due to  incremental  revenues  from
Adal Engineering  $426,000 (mainly due to the extra month in 2005),  $417,000 of
revenues  from Adal  Guilform and $205,000  from  favorable  exchange  rates (UK
sterling  3% stronger  versus the dollar for the same  period last year).  These
gains are offset by a $214,000  revenue  reduction  at Adal Seco,  a decrease of
approximately 2%. Based on published industry data, we believe that the aluminum
extrusion  market in the United  Kingdom has  suffered a downturn of between 10%
and 15% in the first quarter of 2005.

                                       11


COST OF GOODS SOLD. Cost of goods sold as a percentage of sales were 92% for the
three months ended March 31, 2005 versus 90% for the same period in 2004.

This increase is largely due to the increased raw material costs,  which we have
not yet passed through to customers.  It typically takes 3 to 4 months to adjust
prices. Our capital  investment program and operating  efficiency plans are well
underway and we expect to see significant reductions in our cost of sales by the
year end and expect to see some impact in quarters two and three.

Adal  Seco's  cost of goods  sold was 94% of sales for the three  months  ending
March 31, 2005 compared to 90% in the same period last year.  Raw material costs
were  56% of  sales  compared  to 54% in the  same  period  last  year.  Capital
investment in a new puller in December 2004 has helped our  efficiency,  but the
full impact will not be seen until we install other key pieces of equipment over
the next several  months.  Our next  investment is scheduled for June  2005(this
date has passed).  Direct  Labor costs were also up by 0.4% as a  percentage  of
sales  mainly due to the fixed  nature of our direct  labor and the lower  sales
volume.  Manufacturing  overhead were up by 1% as a percentage of sales,  mainly
due to the lower sales volume.

Adal  Engineering's  cost of goods  sold was 93% of sales for the  three  months
ending March 31, 2005 compared to 92% in the same period last year. Raw material
costs are down 8% compared to the same  quarter last year due to an improved mix
of business in the first quarter of 2005.  Manufacturing  Overheads are up 9% on
the same period last year. This increase is partly due to the increased  running
costs of the Engineering's new facility,  the business moved into new facilities
on January 31, 2005, and partly due to one time costs  associated with moving to
the new facility and vacating the previous one.

Adal  Guilform's cost of goods sold was almost equal to the sales for the period
and the first  quarter  of the year is  typically  very slow in Adal  Guilform's
marketplace.  Revenues for the second  quarter  appear to be increasing  and are
inline with our expectations.(should be able to define now)

SELLING,  GENERAL &  ADMINISTRATIVE  EXPENSES.  For the three month period ended
March 31,  2005,  selling,  general  and  administrative  costs were  $1,048,000
compared to $748,000 in the same  period  last year.  At the  operating  company
level the SG&A costs are in line with the previous year.  Adal  Guilform's  SG&A
was $45,000  from  February 8 through  March 31 and there were no such  expenses
included in our 2004 operating  results.  The remaining  increase is due to; (a)
the  expenses  associated  with  running  the group  corporate  office,  $70,000
($198,000 for the three months ending March 31, 2005 versus $128,000 in the same
period of 2004) (b) costs  associated  with the US public  company,  principally
legal and accounting costs,  $125,000 ($140,000 in the three months to March 31,
2005,  versus  $15,000 in the same  period of 2004);  (c)  amortization  of Adal
Engineering and Adal Guilform's  customer lists of $20,000 ($41,000 in the three
months to March 31, 2005,  versus $21,000 in the same period for 2004);  and (d)
effect of exchange rates of $30,000.

INTEREST EXPENSE. Interest expense for the three months ended March 31, 2005 was
$263,000  compared with $121,000 for the three months ended March 31, 2004.  The
increase of $142,000,  $138,000  after  adjusting  for the $4,000  exchange rate
impact,  is due to; (a) increases in the bank of England base rate $22,000 (base
rate 4.75% for the 2005 period versus 3.75% for the 2004 period); (b) additional
debt  associated  with the  acquisition of Adal Guilform  $40,000 (c) additional
debt  associated  with  development  of the Witham site and the  building of new
manufacturing  facilities there $11,000;  (d) incremental  asset finance for new
machinery at Adal Engineering  $11,000; (e) increased use of existing short term
accounts receivable revolving credit facilities $54,000.

NET LOSS.  For the three month  period  ended March 31,  2005,  the net loss was
$697,000,  or $0.26 per share,  compared to net loss of  $186,000,  or $0.07 per
share for the three month period ending March 31, 2004.

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

When  reviewing  the results of the  operations  compared to the prior years the
reader should consider the transition of the group from two private UK companies
to a U.S. public company with the establishment of a corporate office. The costs
of  this  transition  are  identified  in  the  relevant   sections  below.  All
comparisons to 2003 reflect the combined amounts for the Company, which includes
Adal Seco.

REVENUES.  For the year ended December 31, 2004 our  consolidated  revenues were
$29,228,000 up $7,981,000 on 2003. The Company had two operating subsidiaries in
2004. Adal Seco's revenues were $25,095,000 (including sales of $531,000 to Adal
Engineering,  eliminated on consolidation) and Adal Engineering's  revenues were
$4,664,000  for the eleven month period  ended  December 31, 2004.  Revenues for
Adal Extra and Adal Climatix are consolidated within Adal Seco.

                                       12


Excluding  the effect of exchange  rates  ($1,430,415)  this  represents  a 5.7%
increase on the prior year for Adal Seco, which was the result of an increase in
sales for Adal Seco of 272 tons from 5,373 tons in 2003 to 5,645 tons in 2004.

COST OF  GOODS  SOLD.  Cost of goods  sold as a  percentage  of  sales  was 95%,
$27,898,000,  for  the  year  ended  December  31,  2004  versus  91% of  sales,
$19,315,000 for the same period in 2003. Adal  Engineering's  cost of goods sold
for the eleven months ended December 31, 2004 was $4,686,000.

The major cause of the reduced margins,  by 4%, relates to  inefficiencies  with
the plant and machinery resulting in incremental labor costs. Direct Labor costs
are up by 3% of sales, or $750,000.  Higher prices for aluminum  accounts for 1%
of the increase in the cost of sales.  Aluminum  price  increases  have now been
substantially offset by price increases to our customers.  Through the timing of
raw  material  purchases,  and price  increases  to  customers,  management  has
recovered the increase in the price of aluminum and the exchange rate volatility
at the end of the year. However there was a time lag and this is responsible for
a 1% increase in the cost of sales.  Aluminum  purchases  represent 60.6% of the
cost of sales.

The Adal Seco plant and machinery  has been an area of  investment  focus in the
fourth quarter of 2004 and will require  continued  investment focus during 2005
and 2006 to enable us to return to and improve upon historical  productivity and
efficiency  levels.  We anticipate  investing  $2,000,000 in plant and machinery
over the next two years.

Adal  Engineering's  cost of goods sold  exceeded its sales for the eleven month
period ended  December 31, 2004.  Raw  material  costs,  primarily  aluminum and
steel,  were  40%  of  sales.  The  cause  of the  reduced  margins  relates  to
incremental labor and  restructuring  costs as a result of a major relocation of
the production  facility from  Braintree to the site of Adal Seco in Witham.  To
facilitate the move and to ensure minimal  disruption to our customers we worked
significant levels of overtime and employed additional temporary staff to enable
us to build stock.  Our work on machine  automation  has also been delayed as we
focused on building  inventory  levels  prior to the move.  It now appears  that
taking  machines  offline to automate  them,  which will generate labor savings,
will not be possible until the third quarter of 2005. In addition we encountered
problems  setting  production  up in the new  facility,  resulting in additional
delays.

SELLING,  GENERAL &  ADMINISTRATIVE  EXPENSES.  For the year ending December 31,
2004, selling,  general and administrative costs,  including $190,000 of Related
Party Advisory  Fees,  were  $2,973,000  compared to $1,323,000 in 2003. In 2003
there were only $70,000 of expenses  associated with the central management team
and board of directors. SG&A in 2004 can be analyzed as follows: (a) Adal Seco's
SG&A $1,312,000 (5.2% of revenues) (b) Adal Engineering's SG&A $207,000 (1.0% of
revenues);  (c) including  amortization of Adal  Engineering's  customer list of
$112,000, (d) Central Management and Administration costs $813,000; (e) one time
costs  associated  with reverse merger  $541,000  including  $190,000 of Related
Party  Advisory  Fees  which  are  separately  disclosed  in the  statements  of
operations  and (f) costs  related to being a public  company  of  approximately
$100,000,  principally legal and accounting costs which were not incurred by the
group prior to the reverse merger. Therefore, the increase in costs from 2003 to
2004  of  $1,650,000  relates  to the  roll-up  strategy  being  pursued  by the
Company.

INTEREST  EXPENSE.  Interest  expense  for year  ending  December  31,  2004 was
$650,000  compared to $270,000 for 2003. AAG was created  through  leveraged buy
outs and the interest  associated with the acquisition costs totaled $350,000 in
2004.  The funding for the buy outs resulted  primarily from secured real estate
financing  (current  borrowings  reflect  a 72%  loan to  appraised  value).  We
increased  borrowings  in 2004 to finance the building of two new  manufacturing
facilities  at the Witham  site,  which has  resulted  in  incremental  interest
expense  in 2004 of  $34,000  ($1,030,000  investment  over 11  months).  We now
operate Adal Seco and Adal  Engineering  businesses from premises where the Adal
Group  own  the  freehold.  This  is  a  single  site,  having  terminated  Adal
Engineering's lease of the Braintree site in January of 2005.

Interest expense from operations totaled $266,000 in 2004.

Adal Seco and Adal Engineering fund their working capital  requirements  through
accounts  receivable  revolver  facilities and their capital investment programs
through asset finance. In 2004, Adal Seco and Adal Engineering incurred interest
expenses related to these arrangements of $174,000 and $92,000, respectively.

NET  INCOME  (LOSS).  For the year ended  December  31,  2004,  the net loss was
$2,290,000,  or $0.98 per share  compared to a profit of $255,000,  or $0.12 per
share, for the year ended December 31, 2003.

                                       13


Loss and earnings per share for periods prior to the reverse merger are computed
using the shares issued in the reverse merger which was 2,295,000.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  total  assets  at March  31,  2005  were  $21,897,000,  which is
comprised  of  $9,034,000  property  plant and  equipment,  accounts  receivable
$8,118,000,   inventory  $2,890,000,  cash  and  cash  equivalents  of  $264,000
intangible  assets  (customer  lists) from Adal  Engineering  and Adal  Guilform
acquisitions $1,035,000 and other current assets of $556,000.

The Company's  current  liabilities are  $17,448,000.  The Company has long-term
debt (less current portion) of $5,995,000.

The accumulated deficit as of March 31, 2005 is $1,637,000.

At March 31, 2005, the Company had a working capital deficit of $5,620,000.  The
company  reported a net loss of $697,000 for the quarter  ending March 31, 2005.
Management believes that the loss is due to the trading conditions  historically
prevalent in the first quarter in this industry,  the relatively  high corporate
overheads (i.e. corporate overheads will decrease as a percentage of sales as we
grow the business  organically) and because of interest charges  associated with
the  companies'  current  debt  structure.  With a view toward the future of the
Group,  we  determined  to  build  our  new  manufacturing   facility  for  Adal
Engineering and the Adal Guilform acquisition with debt.

Management has secured additional financing through the following actions:

      o     On June 29, 2005,  the Company  entered  into a Securities  Purchase
            Agreement,  with  Laurus  Master  Fund LTD.,  pursuant  to which the
            Company  sold a  Secured  Convertible  Term  Note  in the  aggregate
            principal  amount  of One  Million  Five  Hundred  Thousand  Dollars
            ($1,500,000),  which is  convertible  into  shares of the  Company's
            common stock, par value $0.0001 per share (the "Common Stock").  For
            further details,  see the section entitled "Recent  Developments" on
            page 21 of this Registration Statement on Form SB-2.

      o     In May 2005, two directors of the Company each loaned  (pound)75,000
            ($137,000) to the Company.  These loans are unsecured,  non-interest
            bearing and do not have a maturity date.

      o     The bank holding the mortgage on the Witham  facility must refinance
            the loan revalue the property to 75% of the current  appraised value
            of the property. This will generate incremental funding of $300,000.

      o     We have  established  a credit  agreement  with a bank  based on the
            finished goods inventory at Adal Seco,  this provides  approximately
            $320,000 of cash availability.

The above  actions  have  provided  $470,000 to date and are expected to provide
additional cash resources of approximately $1,500,000,  after fees, in the first
half of 2005.  Management believes that this additional cash will be adequate to
sustain  operations  until the  Company  generates  sufficient  cash  flows from
operations.

In addition, Plant and machinery requirements over the next six to twelve months
are  expected  to be  financed  through  equipment  leases  or  other  available
financing methods.

Management  recognizes  that its reliance on its accounts  receivable  revolving
credit  facilities  needs to be reduced in 2005 and it is in active  discussions
with a few financial  institutions to provide either  convertible debt financing
or  equity  through  one or  more  private  placement  transactions.  Management
anticipates raising additional equity capital in 2005. Any such additional funds
would be utilized to de-leverage the balance sheet,  reduce reliance on accounts
receivable  facilities and to provide  additional  working  capital to build the
business.

On 29th June the Company  closed a convertible  debt  financing  with the Laurus
Capital  Fund of  $1.5million.  After  arrangement  and legal  fees the  company
received  $1.1m  which has been  employed at Seco,  $0.7m to reduce  reliance on
accounts  receivable  revolver  as  outlined  above,  $0.1m  to  build  our Adal
Structures business and $0.3m to fund central Group costs.

                                       14


If the Company does not raise  sufficient  additional  equity capital to provide
positive  working capital and is unable to return to  profitability  in the near
term, it may be required to curtail future operations and/or liquidate assets or
enter into credit  arrangements  on less favorable  terms than would normally be
expected, to provide for future liquidity. The accompanying financial statements
do not include any adjustments relating to the recoverability and classification
of recorded assets, or the amounts and  classification of liabilities that might
be necessary in the event the Company cannot continue in existence.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any off balance sheet financing  arrangements  and has
not established any special purpose entities.


                                       15


                             DESCRIPTION OF BUSINESS

Overview

      Adal Group,  Inc.  f/k/a  Sunningdale,  Inc.  ("We" or the  "Company") was
incorporated in Delaware in 1986. Currently, our headquarters are located in the
United  Kingdom.  We are a  diversified  producer  of  aluminum  extrusions  and
manufactured  parts  and  products.   We  are  the  parent  company  of  several
established  businesses  in the United  Kingdom that provide  complete  one-stop
aluminum extrusion,  machining, and assembly services, which include: Adal Seco,
Adal  Engineering,   Adal  Extra,  Adal  Climatix,  and  the  newly  added  Adal
Architectural  Division,  consisting of Adal  Guilform.  Aluminum is a commodity
that is traded on the London  Metal  Exchange  (LME) and priced  daily  based on
market supply and demand.  Aluminum's  valuable physical  properties include its
light weight,  resistance to corrosion,  thermal and electrical conductivity and
high tensile  strength.  Our long-term  goal is to create  synergistic  benefits
through the acquisition and streamlining of  vertically-integrated,  value-added
aluminum extrusion, machining, manufacturing and assembly operations.

Share Exchange

      On October 28, 2004, we consummated the transactions  contemplated by that
certain Share Exchange  Agreement  ("Exchange  Agreement"),  dated September 22,
2004, by and among us, Advanced Aluminium Group Limited, a company  incorporated
under the laws of the United  Kingdom  ("AAG"),  the  stockholders  of AAG,  and
Keating  Reverse  Merger Fund,  LLC ("KRM  Fund").  Pursuant to the terms of the
Exchange  Agreement,  we acquired all of the outstanding capital stock of AAG in
exchange for the  issuance to the AAG  stockholders  of 2,295,000  shares of the
Company's  common  stock.  As a  result  of  the  transaction,  AAG  became  our
wholly-owned  subsidiary.  On  November  5,  2004,  we  changed  our  name  from
Sunningdale, Inc. to Adal Group, Inc. ("Adal").

PRODUCTS AND SERVICES

      The  following  describes  the  products  and  services  that  our  active
subsidiaries and divisions provide:

      o     Aluminum Extrusion Design and Production Services

            Adal Seco

            Since 1965,  Adal Seco  (formerly  Seco  Aluminium  Ltd.) has been a
            leading UK  provider  of aluminum  extrusion  design and  production
            services,  specializing in meeting just-in-time  delivery schedules.
            Adal  Seco  provides  complete  supply-chain  management,  including
            component design, fabrication, warehousing and delivery. Adal Seco's
            capabilities especially emphasize product precision,  speed of order
            completion,  extensive design knowledge and a flexible manufacturing
            process.  Because of Adal Seco's  ability to operate via a short run
            cycle compared to its competitors who usually operate via a long run
            cycle, Adal Seco is able to respond promptly to marketplace  demands
            and lend a desired level of flexibility to its clients.

            The aluminum billet is the raw material used to manufacture aluminum
            extrusions.  In the aluminum  extrusion  process,  a billet is first
            heated,  placed into an  extrusion  press,  and forced,  or extruded
            through a uniquely  shaped die,  which  defines the  structural  and
            quality aspects of the product. Each customer's part has a steel die
            designed  to  their  specifications.   Adal  Seco  currently  houses
            approximately  17,000 such dies for its customers.  Most  extrusions
            are  hardened  by aging in large  ovens for four to ten  hours.  The
            extrusion  process  produces a strong,  light  weight and  versatile
            product  that can be  utilized  across  multiple  industries.  These
            extrusions are then either packed and shipped  directly to customers
            or receive further finishing and/or  fabrication as specified by the
            customer.  Adal Seco has a  customer  base of some  1,000  customers
            across the HVAC, construction and automotive industries.

Adal Seco's  manufacturing  business functions with three extrusion presses: two
are seven inch presses that together have the capacity to produce  roughly 8,500
tons of product  annually  (4,250  tons from each  press) and one is a five inch
press  that can  produce  up to 400 tons of  product  annually.  The two  larger
presses  produce  extrusions that range in size and alloys and the smaller press
is a specially crafted Adal Seco model that produces a `very fine' higher margin
niche product.

                                       16



      o     Precision Engineering, Tool Making and Volume Production of Machined
            Aluminum Components.

            Adal Engineering

            Adal  Engineering  Ltd.  (formerly  W.H.J.  Fagg and Son Ltd) ("Adal
            Engineering"),  founded  in 1965 and  purchased  by the  Company  in
            January 2004, provides precision engineering, tool making and volume
            production   of  machined   aluminum   components.   The   precision
            engineering  process is done on milling  and turning  machines  that
            provide a finished product for the extrusions. Adal Engineering uses
            Computer  Numeric   Controlled  (CNC)  machines  in  its  production
            facilities.

            Adal Engineering  manufactures  parts for air conditioning units for
            motor vehicles  produced by major Original  Equipment  Manufacturers
            ("OEMs").  Its products can be found in noted motor  vehicle  brands
            such as Land Rover, BMW, Audi and Toyota. Adal Engineering  provides
            its  components   directly  to  the  OEM's  production  lines  on  a
            just-in-time basis.

            Adal  Engineering's  building products consist primarily of aluminum
            double-glazing and window bars,  hardware and handles.  Machining is
            done on parts for electric motors, hydraulic and pneumatic products.
            Adal  Engineering  also produces  various parts for products used in
            the  leisure  fishing   industry  such  as  chairs,   tables,   fish
            transporters.  Adal  Engineering has also  manufactured gun cleaning
            kits for the United Kingdom's Ministry of Defense, which are used by
            the country's  frontline  soldiers.  In 2004,  30,000 such kits were
            sold.

            60% of Adal  Engineering's  revenues  attributed  to the  automotive
            sector  is  divided   between   two   principal   customers,   Denso
            Manufacturing  and  Calsonic  Kansei,  40%  and  20%,  respectively,
            principally  in the form of parts  for air  conditioning  units  and
            other components,  20% of Adal Engineering's  revenues is attributed
            to building products, hydraulics and pneumatics, electric motors and
            leisure and 20% to the British  Ministry of Defense for gun cleaning
            kits.

            Adal Seco and Adal  Engineering  have  complimentary  roles  because
            nearly  every  piece of  extruded  aluminum  produced  by Adal  Seco
            requires  some  degree  of  secondary   machining,   from  the  more
            straight-forward   aspects  of  cutting  to  the  more  complex  CNC
            machining.  Thus, Adal  Engineering has the opportunity to work with
            Seco to offer customers a significantly  higher level of value added
            production.  Management's  plans for Adal  Engineering over the next
            twenty-four  months include an increase in domestic market share, an
            improved labor cost ratio and further penetration of the value-added
            parts of the business.

      o     Value - Added Finishing Services

            Adal Extra

            Adal Extra Ltd  ("EX"),  a division  of Adal  Seco,  specializes  in
            extrusion  design,  aluminum  forming and  machining,  and  aluminum
            welding.  EX  provides  complete  product  manufacturing,  assembly,
            warehousing  and delivery.  It also provides  value added  finishing
            services to Adal Seco extruded parts.  Currently,  EX focuses on the
            value-added  aspects  of  the  aluminum  extrusions  process,   with
            services  ranging from design and machining to assembly and welding.
            However,  Management  plans to build EX into a leading supplier of a
            full assortment of off-the-shelf  high quality  products  furniture,
            our own lighting  products and marketing  display stands.  This will
            allow EX to become a provider of customized solutions,  a carrier of
            standard  components,  and  a  parts  distribution  company  through
            catalog  marketing.  We intend to on the  post-extrusion  production
            which includes assembly, packaging, and delivery, and development of
            proprietary products for our clients.

            Client   customers  are  in  the  lighting  and  shelving   products
            industries. EX also has a stock of standard extrusions that are used
            in the automotive and construction industries.

      o     Architectural Design

                                       17


            Adal Climatix

            Adal Climatix Ltd ("Climatix"), a division of Adal Seco, specializes
            in  the  architectural  design  and  manufacturing  of  heating  and
            ventilating  air  conditioning  systems.  This newly formed division
            offers its  customers a complete  turnkey  solution  for  customized
            projects.  Currently,  Climatix creates  aluminum-based designs that
            are unique,  reliable and highly efficient within the commercial and
            residential heating markets.  The products are all aluminum products
            and can be customized to meet the end customers  business need be it
            residential,  commercial,  a school or a hospital.  Several concepts
            are underway and in varying  stages  ranging from  establishment  of
            trademarks to prototype testing and contracts  including low surface
            temperature  products,  innovative  space and cost  saving  domestic
            heating  products and radiant heat  products for use in the building
            and refurbishment of hospitals.

            The principal  customers of Climatix are radiant heat  suppliers and
            the automotive industry.

      o     Manufacturing of Building Facades

            Adal Architectural Division

            Adal Guilform  formerly known as Guilform Holdings Ltd., is a United
            Kingdom based manufacturer of aluminum building facades. In February
            2005, we purchased all of the  outstanding  shares of Adal Guilform.
            We also  appointed  Gary O'Connor as Managing  Director of our newly
            formed Architectural Division.

            Guilform fabricates commercial building facades for suppliers to and
            installers for the main building  contractors in the United Kingdom.
            Guilform has an excellent  reputation  in the market  place,  a very
            experienced and  professional  workforce and quality  standards that
            are  amongst  the  highest in the  industry.  We plan to develop the
            business  by  adding  Adal  Architectural  proprietary  designs  and
            introduce these designs to architects globally. The building facades
            are  predominately  made from aluminum but can be steel or stainless
            steel.. We currently  manufacture to contractors designs and plan to
            develop our own designs,  through our  Structural  Design  team,  to
            improve our margins and compliment our Architectural services.

PRINCIPAL CUSTOMERS

We have a broad range of customers in various  industries that utilize  aluminum
products,  such as,  automotive- heat exchange and vehicle  finishing  products,
domestic  and  commercial  properties  (windows,   doors,  showers,  blinds  and
partitioning),  lighting,  heating  and  ventilation,  aircraft  and  aerospace,
shipbuilding,  oil/gas  platforms,  electrical  machinery  and  equipment,  shop
fittings and supply fabricators and extrusion wholesalers. We have no dependence
on any individual customer or small number of customers, the loss of which would
have a material adverse effect on our business or financial condition.

Our customer base is diverse and our top ten customers account for less than 10%
of our  revenues.  Equally less than 10% of our revenues are earned from any one
industry, evidencing our lack of reliance on a particular industry.

RAW MATERIALS

The Company's  major raw materials  are aluminum  billets  purchased on the open
market.  Our Engineering  business'  major raw material is aluminum  extrusions,
produced  from the billets and we buy in sheet  aluminum  for our  Architectural
business. Despite the wide availability of aluminum billets through the LME, the
Company protects itself against supply-chain interruption through contracts with
four to five smelters. The Company also hedges against price fluctuations in its
raw materials  supply by buying a proportion  of its raw materials  through long
dated  contracts  (12 to 18  months  out),  a  proportion  through  short  dated
contracts  (three to six months  out) and the balance  through the spot  market.
Smelters  provide  the amount  requested  by Adal Seco on a monthly  basis.  The
contracts are re-negotiated annually and billets are priced at a set rate at the
time of  renegotiation.  Management has partially  offset the negative impact of
aluminum price volatility by increasing customer cost and will continue to do so
in the future.

PRINCIPAL SUPPLIERS

We purchase our raw materials from the world's  principal  smelters e.g.  Alcoa,
Dubai  Aluminum,  Hydro Aluminum and Rio Tinto  Aluminum.  There is an excellent
supply of aluminum  globally and the raw  materials for smelting are abundant in
the earth's crust. As a global commodity,  aluminum is widely available,  and no
single supplier or group of suppliers has been able to dictate pricing.

                                       18


CAPITAL EXPENDITURES

      Adal Seco. Through process enhancements and equipment upgrades,  Adal Seco
      can improve its existing output. We intend/have  implemented the following
      enhancements to its presses:

      To be completed in 2005:

      o     Add a puller to one of our larger  presses,  which  will  reduce the
            current amount of scrap made during production by up to 10%.

      o     Replace the existing  heating elements on one press. If the existing
            heating element  malfunctions,  it takes approximately nine hours to
            cool it down,  two hours to replace it, and nine hours to heat it up
            to a total of 20 hours. By installing a new state of the art heating
            element, this downtime will be reduced by roughly 80%.

      o     Add a complete  new handling  system for one of our 7 inch  presses.
            This handling system, known as a table, transports extruded aluminum
            from the press to the  cutting  stations.  The table will  require a
            capital investment of approximately $300,000, and we believe it will
            improve our quality and thereby open up new market opportunities.

      Planned for future development:

      o     Add  another  cutting  station to the  extrusion  line.  The current
            process has a bottleneck  caused by the  production  of extruded raw
            product  faster  than the  cutting  station  can cut metal.  Another
            cutting  station will reduce costs related to production  delays and
            labor  (overtime).  The estimated cost of the new cutting station is
            approximately  $100,000 and it will  provide a return on  investment
            within 12 to 18 months. Managements plans to install it in 2006.

      Adal   Engineering.   To  support  the  expected  growth  and  anticipated
      production increases,  we plan to invest in additional automated equipment
      and to advance our technological  operations. In this regard, we intend to
      purchase  two fully  automated  machining  centers,  to  upgrade  existing
      machinery to semi and full automation where needed, and adopt lean process
      practices. This process is underway and we plan to complete before the end
      of 2005.

LICENSING AGREEMENTS

In  February  2005,  we  signed  an  interim  global  licensing  agreement  with
Stonescreen,  a designer,  manufacturer and installer of stone building facades.
We were  granted a 12 month  exclusive,  non-transferable  license to  reproduce
drawings,  and manufacture and install  materials  pertaining to the Stonescreen
stone  cladding and curtain wall system,  which is  constructed  using  extruded
aluminum sections. The license is a short term measure and we expect to purchase
the Stonescreen system before the end of 2005.


                                       19


SALES AND MARKETING

Sales and customer service for each of our operating  subsidiaries is handled by
in-house sales  employees.  Over the next year, we plan on the  cross-selling of
products and services  among  subsidiaries.  We have a marketing  plan that will
develop the businesses to focus on downstream added value products i.e. products
that are made from extrusions by drilling,  cutting, welding etc and to grow our
core businesses by targeting our competitors customers and utilizing our just in
time high quality reputation.

We believe that most  important  elements of customer  service in the  extrusion
industry are  responsiveness to customer orders,  predictable lead times,  short
delivery  cycles and on-time  delivery.  We seek to provide our  customers  with
predictable  lead times and short product  delivery cycles so that our customers
can optimize their inventory management.

Pricing in the aluminum  extrusion industry is typically based upon spreads over
aluminum prices, with the amount of the spreads determined primarily by the type
of extrusion.  For example,  spreads are generally  higher for certain  products
that are relatively more difficult or time consuming to extrude,  such as hollow
shapes or thin-wall items.

We  distribute a portion of our  products  through our own fleet of tractors and
trailers.  A majority of our tractors  and trailers are leased.  We believe that
maintaining  a fleet  of  tractor-trailers  enhances  the  level of  service  to
customers  by enabling us to deliver our  products in a more timely  manner with
less damage.  Beginning in 1992, we rationalized  our  distribution  strategy by
using  contract  carriers and common  carriers  for certain long hauls,  partial
loads and trips where no back haul is available,  thereby reducing the number of
leased  tractors and trailers  necessary,  and reducing  operating costs without
materially affecting delivery capabilities.

Competition

The UK  extrusion  market  is  dominated  (75% of the  market)  by  three  major
extruders, Alcoa, Hydro and SAPA. Adal Seco is the fifth largest supplier in the
remaining 25%. We believe there are twenty-seven aluminum extrusion presses that
exist in the UK, which  provided the market with nearly 150,000 tons of aluminum
in 2004  Adal  Seco  owns  and  operates  three of these  presses  and  produced
approximately  5,600 tons of product,  or 3.7%, of the total estimated UK market
production  of extruded  aluminum in 2004.  Adal Seco does not directly  compete
with the three market leaders, who generally focus on the high volume low priced
market.  Adal Seco  differentiates  itself by  providing a very  flexible,  high
quality,  "just in time" product to the market place. There is ample opportunity
for us to increase our market share and reach  maximum  capacity in the next few
years.  The market clearly reacts to price but we believe a greater  emphasis is
placed on  service  and  quality  and that Adal Seco is well  placed to  explore
further opportunities within its niche.

The Adal  Engineering  market place is largely  untapped and we have focused our
core  business  on  automotive  heat  exchange  products  and  have  very few UK
competitors.  The barriers to entry in the automotive  market are cost and time,
quality approval by  manufacturers  and the time period required to achieve that
approval  (up to two years).  These  factors,  coupled with the life cycles of a
vehicle  model (six plus  years)  make this an  excellent  platform to build our
engineering business. We expect that the use of Adal Engineering's parts in cars
(in a wide  range  of  noted  brands)  will  continue  due to  the  move  toward
standardization  of air  conditioning  units in cars.  The  competition  in this
market  sector is limited but  customers  are very  focused on price and keeping
costs  affordable  to  the  customers.  We  believe  that  Adal  Engineering  is
considered to be a proven and reliable  supplier with  consistent  quality.  Our
focus  is on  maintaining  our  quality  and  delivery  standards  for our  main
automotive  customers and we wish to continue  this core  activity  while adding
more diverse products to the Adal Engineering product mix.

Adal  Engineering is a small player in other industry  sectors,  non automotive,
but the fact that its overheads are absorbed by the automotive business it gives
the company an excellent platform to develop its business.

                                       20

Governmental Regulation

We  currently  comply with the  environmental  manufacturing  requirements  with
respect to waste.  There are no material  costs  associated  with  environmental
compliance.  Environmental  regulations  have very little impact on our business
operations.  We expect that the government is likely to increase its support for
the aluminum industry in the UK and will promote the environmentally responsible
nature of the product,  emphasizing the excellent  recycling  achievements  over
recent years.

There are no  government  regulations  that  specifically  affect  the  aluminum
extrusion business.

Employees

As of August 8, 2005, the Company employed 262 staff; 152 full time employees at
Adal Seco (122 manufacturing staff, 20 office and management),  Adal Engineering
employed 66 staff (56  production  staff,  including 20  temporary  staff and 10
office and management),  Adal Guilform employed 39 staff and we have 5 employees
at the Company's headquarters.

Research and Development

We spent  approximately  $250,000 on research  and  development  in the past two
years. This expenditure has largely been invested in machine  automation at Adal
Engineering and new product development at Adal Seco.

Description of Property

We operate from the following facilities:

      o     We own a 160,000 square foot facility in Witham, Essex UK. Adal Seco
            utilizes 49,000 square feet for production and warehouse space. Adal
            Engineering utilizes approximately 20,000 square feet located on the
            site of the Adal Seco  plant in  Witham.  Adal  Engineering's  space
            consists of two buildings,  both newly built in 2004.  Approximately
            13,000  square feet is ground level  production  floor space,  3,000
            square   feet  of   storage  &   production   mezzanine   floor  and
            approximately 4,000 square feet of office space. Our mortgage on the
            site is repayable over fifteen years.

      o     The UK accounting  offices are in Heybridge in Essex.. We rent these
            offices for $6,000 per annum.

Legal Proceedings.

We are not subject to any legal proceedings.

Recent Developments

      1.    On June 29, 2005,  we entered into a Securities  Purchase  Agreement
(the  "Agreement"),  with Laurus  Master Fund LTD.,  pursuant to which we sold a
Secured  Convertible Term Note (the "Note") in the aggregate principal amount of
One Million Five Hundred  Thousand  Dollars  ($1,500,000),  which is convertible
into  shares of our common  stock,  par value  $0.0001  per share  (the  "Common
Stock").  Subject to adjustment  and  anti-dilution  provisions set forth in the
Note, the fixed conversion price with respect to the first $1,000,000  principal
amount of the Note shall be $3.00,  and with respect to the remaining  principal
amount shall be $3.50.  The principal  amount and any and all accrued and unpaid
interest  payable  under the Note shall be paid on or before  June 29, 2008 (the
"Maturity Date"). We shall pay interest on the principal amount of the Note at a
rate per annum equal to the "prime rate"  published in The Wall Street  Journal,
plus three percent,  payable monthly in arrears,  commencing on July 1, 2005 and
on the first business day of each  consecutive  calendar month  thereafter.  The
interest  rate is  subject  to  adjustment  at the end of each  month  until the
Maturity Date, as provided for in the Note.

                                       21


      Also on June 29, 2005, in connection  with the financing  transaction,  we
issued to Laurus (i) a common stock  purchase  warrant to purchase up to 375,000
shares of Common  Stock (the  "Warrant")  at an exercise  price of $6.30 for the
first 187,500 shares acquired  thereunder and an exercise price of $6.83 for any
additional  shares  acquired  thereunder  , and (ii) an Option to purchase up to
150,702 shares of our Common Stock at an exercise price of $0.0001 per share(the
"Option"). Laurus exercised the Option for 150,230 shares on June 30, 2005.

      To secure the payment  obligations  arising under, out of or in connection
with the Agreement,  the other  agreements  entered into in connection  with the
financing,  we entered  into a Master  Security  Agreement  pursuant to which we
assigned and granted to Laurus a continuing  security interest in certain of our
assets, including, without limitation, cash, accounts receivable and equipment.

      We  agreed  to file  this  Registration  Statement  on Form  SB-2 with the
Securities and Exchange  Commission to register the shares  underlying the Note,
the  Warrant  and  the  Option  within  45  days of  closing,  and to  have  the
Registration Statement declared effective within 120 days of closing.

      2.    On  February  7,  2005,  we entered  into a Share Sale and  Purchase
Agreement  (the  "Guilform  Agreement")  relating to Guilform  Holdings  Limited
("Adal Guilform"), with Keith Malcolm Broome, the sole shareholder. We purchased
100% of the shares of Guilform Holdings Limited from Mr. Broome in consideration
of (i) (pound)300,000  (approximately  $575,000) in cash; (ii) a promissory note
in the amount of (pound)200,000  (approximately  $380,000) bearing interest at a
rate of 6% per annum; and (iii) 300,000  restricted shares (the "Shares") of our
common stock.

      Under the Agreement,  we have undertaken to ensure that Guilform meets its
payment  obligations under certain  commercial loan facilities  provided to Adal
Guilform by State Securities plc in the sum of  (pound)1,007,000  (approximately
$1,930,000), of which (pound)497,000  (approximately $950,000) was new borrowing
in connection  with the  consummation  of the  transactions  contemplated by the
Guilform Agreement. Approximately (pound)321,000 (approximately $615,000) of the
new lending  was loaned by Adal  Guilform to us in respect of the payment due to
Mr.  Broome on  completion of the Guilform  Agreement  and  completion  expenses
incurred.  Mr. Broome and Ms. Janice Conley,  the previous Secretary of Guilform
Holdings Ltd., had guaranteed  payment of the amounts owing by Guilform Holdings
Ltd. under the loan facilities. Under the Guilform Agreement, we have undertaken
to provide for the release of Mr.  Broome and Ms.  Conley as  guarantors  on the
loan  facility by August 7, 2007.  Further,  in  connection  with  another  loan
facility provided to Guilform Holdings Ltd. by Venture Finance plc, with respect
to which Mr. Broome and Ms. Conley are also  guarantors,  we have  undertaken to
provide for the release of Mr.  Broome and Ms. Conley as guarantors on that loan
facility  upon its  expiration  on May 31, 2005.  We intend for Adal Guilform to
re-finance the Venture Finance plc loan facility on or prior to expiration. As a
condition to the consummation of the Guilform Agreement,  our Board of Directors
appointed Mr. Broome to serve as a non-executive director on Board.

      3.    On October 28, 2004 (the "Closing"),  Sunningdale,  Inc., a Delaware
corporation  ("Sunningdale")  consummated the transactions  contemplated by that
certain Share Exchange  Agreement  ("Exchange  Agreement"),  dated September 22,
2004, by and among the Company,  Advanced  Aluminium Group Limited ("AAG"),  the
stockholders of AAG, and Keating Reverse Merger Fund, LLC ("KRM Fund"). Pursuant
to the terms of the  Exchange  Agreement,  we  acquired  all of the  outstanding
capital  stock of AAG in exchange  for our issuance to the AAG  stockholders  of
2,295,000  shares of our common stock.  The issuance of the Company's  shares of
common  stock to AAG's  stockholders  was  exempt  from  registration  under the
Securities Act of 1933, as amended  ("Securities  Act") pursuant to Section 4(2)
thereof.

      Following the Closing,  the  stockholders of AAG owned 2,295,000 shares of
our common stock,  or 90% of the  outstanding  shares,  and the  stockholders of
Sunningdale immediately prior to Closing ("Existing Stockholders") owned 255,000
shares of our common stock, or 10% of the outstanding shares.

      Under  the  Exchange  Agreement,   the  Existing  Stockholders  also  have
anti-dilution  protection  in the  event  we (i)  issue  any  securities  in any
offering  during the twelve (12) month period  following  the  Closing,  or (ii)
issue any securities in connection with the license and/or  acquisition by us of
technology related to electricity-generating roadway ramps following the Closing
(collectively,  the  "Events").  In such cases,  we are required to issue to the
Existing  Stockholders,  in proportion to their respective  ownership  interests
prior to the Closing,  such  additional  number of shares of our common stock so
that the Existing Stockholders shall own, in the aggregate, ten percent (10%) of
the issued and outstanding shares of our common stock, on a fully diluted basis,
after  giving  effect to the Events.  On April 8, 2005,  the Company and the KRM
Fund agreed to amend the  Exchange  Agreement  to  terminate  the  anti-dilution
provision.  As  consideration  for this  termination the Company agreed to issue
125,000 shares of its Common Stock to the KRM Fund.

                                       22


      Effective as of the Closing, Kevin R. Keating resigned as sole director of
the Company, and our newly-appointed board of directors consisted of Nicholas A.
Shrager and Charles K. Howe.  Subsequent  to the closing  Brian Alleman and John
Sanderson joined the Board as independent directors, and Keith Broome joined the
Board as a  non-executive  director.  On June 1, 2005,  Stephen B  Goodacre  was
appointed to the board of directors. Pursuant to the terms of a Voting Agreement
among AAG, the  stockholders  of AAG and the KRM Fund (the "Voting  Agreement"),
the AAG  stockholders  have agreed to vote their shares of the Company's  Common
Stock to elect Mr.  Sanderson  to the  Company's  board for a period of one year
following  the Closing.  Under the terms of the Exchange  Agreement,  the vacant
director  position at the time of Closing was to be filled by a person  selected
by the AAG stockholders to be an independent director. Mr. Alleman was appointed
to fill this position.

                         DIRECTORS, EXECUTIVE OFFICERS,
                          PROMOTERS AND CONTROL PERSONS

      Set forth below are the names of the directors, executive officers and key
employees of the Company as of August 8, 2005:

       Name               Age                       Position
-------------------       ---       --------------------------------------------
Nicholas A. Shrager       58        Chairman, Chief Executive Officer, President
                                    and Director

Stephen B. Goodacre       48        Chief Financial Officer and Director

Charles K. Howe           70        Executive Vice President, Secretary and
                                    Director

Brian Alleman             49        Director

John Sanderson            60        Director

Keith Broome              55        Director

      Our  executive  officers are  appointed at the  discretion of our board of
directors  with no fixed  term.  There are no family  relationships  between any
director or executive officer and any other director or executive officer.

      The  following is a brief  description  of each  director's  and executive
officer's business experience:

      Nicholas A. Shrager, age 58, is the Chairman,  Chief Executive Officer and
President  of the  Company.  Mr.  Shrager  was  one of the two  co-founders  and
directors  of  Advanced  Aluminium  Group  Limited  in  2003,  serving  as Chief
Executive Director of the company and each of its subsidiaries. He has served as
Chairman of Riverside  Business  Solutions,  a consulting firm, since 1999. From
1994 to 1999, Mr. Shrager was a consultant with Riverside Management Consultants
Limited, assisting clients in the areas of corporate strategy,  acquisitions and
marketing.  From 1991 to 1994,  Mr.  Shrager  was a Director  of Old  Nick's,  a
successful  enterprise focusing on retail liquor and beer sales. From 1987 until
its sale in 1991,  Mr. Shrager served as Chairman of The Shrager Group, a timber
business in the United  Kingdom.  Mr.  Shrager  received  an MBA from  Southbank
University in London where he specialized in international marketing.

      Stephen B. Goodacre,  age 48, is the Chief Financial  Officer and Director
of the Company. Mr. Goodacre joined the Adal Group board on June 1, 2005 and has
been  working  for the group since April 2004  through his  consulting  company,
Blackwater  Consulting  Ltd., a financial  recruitment and consultancy  business
established  in April 2002.  Mr.  Goodacre was employed by Lehman  Brothers Inc.
from  1990  to  2002,  where  he  held  various  positions   including  Head  of
International Management Accounting, Finance & Operations,  Director of Lehman's
Global Equity Derivatives operation and Head of European Expense Management. Mr.
Goodacre  was promoted to Vice  President  in 1994 and Senior Vice  President in
2000. Prior to joining Lehman, he spent seven years with Philip Morris,  serving
last as UK Financial Planning Manager.

      Charles K. Howe,  age 70, is a  Director,  Executive  Vice  President  and
Secretary of the Company.  Mr. Howe was one of the two co-founders and directors
of Advanced  Aluminium Group Limited in 2003. Since 1985, he has been a director
of CH  Resources  Ltd,  a  business  consultancy,  through  which  he  has  held
directorships in a number of private manufacturing companies. From 1971 to 1985,
he was a board member and then Chief  Executive  Officer of Crystalate  Holdings
plc, a United  Kingdom  public  company  primarily  engaged in the production of
plastic  molding  and  the  business  of  acoustic  and  electronic  components,
particularly for the telephone industry.

                                       23


      Brian Alleman,  age 49, is a Director of the Company. Mr. Alleman has been
a partner  with Tatum CFO  Partners  LLP, a national  partnership  of 400 career
CFO's which  provides  accounting  and  financial  services  to clients  through
advisory or employment  relationships  since August 2002. In this capacity,  Mr.
Alleman  served  as  Chief  Financial   Officer  of  Polar   Molecular   Holding
Corporation,  a developer  of fuel  additives,  from August 2003 to August 2004.
From 1989 to July 2002, he was employed by TCW Capital,  a private  equity firm.
Through his  connection  with TCW Capital Mr.  Alleman served from April 1993 to
June 2002 as Chief  Financial  Officer of Centuri  Corporation,  a leading  U.S.
manufacturer  of  model  rockets  and  small  gas  powered  and  electric  radio
controlled airplanes, becoming Chief Operating Officer in August 2000.

      John  Sanderson,  age 60, is a  Director  of the  Company.  Mr.  Sanderson
recently retired as the managing director of Legg Mason Limited,  London,  which
he  established  in 1995 as the London  subsidiary of Legg Mason (NYSE:  LM), an
investment banking firm based in Baltimore,  Maryland. From 1967 until 1995, Mr.
Sanderson  worked for Kidder  Peabody & Co.  (and  associated  firms) in London,
where,  in 1988 he was  appointed  managing  director  and Head of  Equities  in
London, responsible for the United Kingdom, the Middle East and Scandinavia.  He
was also a member of  Kidder,  Peabody's  management  counsel  and  chaired  its
European management committee.

      Keith  Broome,  age 55, is a  Director  of the  Company.  From 1977  until
February 2005, Mr. Broome was managing  director of the companies that were part
of  Guilform  Holdings  Limited,  which  were  all  companies  involved  in  the
manufacture of aluminum products. He has a strong engineering background coupled
with  hands-on  financial  experience  gained from  managing  Guilform  Holdings
Limited for the past 28 years. On January 8, 2002, GFM Realisations  Ltd. (f/k/a
Guilform  Ltd.),  a  corporation  formed  under  the laws of  England  and Wales
("GFM"),  went into receivership,  a process similar to Chapter 11 in the United
States, and subsequently liquidated. Mr. Broome was the managing director of GFM
from its  incorporation  until the  appointment  of a  receiver.  GFM was in the
business of manufacturing aluminum products. On January 9, 2004, Law Link (Legal
Expenses)  Ltd., a corporation  formed under the laws of England and Wales ("Law
Link"), went into receivership. Mr. Broome was a guarantor on a loan received by
Law Link from a local bank and, at the request of the bank,  acted as a director
and secretary of the Law Link.

Audit Committee of the Board of Directors

      Audit Committee

      The following  disclosure  about the Company's  audit  committee  does not
constitute  soliciting material and shall not be deemed filed or incorporated by
reference  into any of the Company's  other filings under the  Securities Act of
1933 or the  Securities  Exchange  Act of 1934,  except to the  extent  that the
Company specifically incorporates the report by reference therein.

      The Audit Committee operates under a formal charter in accordance with all
applicable  laws. The charter was approved and adopted by the Board of Directors
on February 23, 2005 and will be reviewed and  reassessed  annually by the Audit
Committee.  The charter sets forth the responsibilities,  authority and specific
duties of the Audit Committee.  The charter  specifies,  among other things, the
structure and membership  requirements  of the Audit  Committee,  as well as the
relationship  of the Audit Committee to the Company's  independent  auditors and
our management.

      The Board of Directors has  established  an audit  committee in accordance
with Section  3(a)(58)(A) of the Securities Exchange Act of 1934. The members of
the Audit Committee are Messrs.  Brian Alleman and John Sanderson,  each of whom
are independent as defined in the Nasdaq Marketplace listing standards currently
in effect.  None of the Audit Committee members is a current officer or employee
of the Company or any of its affiliates.

      The Board of Directors has determined that Brian Alleman,  Chairman of the
Audit Committee,  qualifies as an "audit committee  financial  expert" under the
Securities and Exchange Commission's definition.

                                       24


                             EXECUTIVE COMPENSATION

      The following  table sets forth the  compensation  paid or accrued for the
fiscal year ended December 31, 2004 for the Company's  Chief  Executive  Officer
and Chief Financial Officer.  There are no other executive officers whose salary
and bonus were in excess of $100,000.

                                                     Annual Compensation
                                               ------------------------------
                                                                     Other
              Name and                                              Annual
         Principal Position      Year             Salary         Compensation
      ---------------------      ----          --------------    ------------
      Nicholas A. Shrager        2004          USD$26,640 (1)          -0-
      Chief Executive Officer    2003                     N/A          N/A
      and President              2002                     N/A          N/A

      Stephen B. Goodacre        2004          USD$37,000 (2)          -0-
      Chief Financial Officer    2003                     N/A          N/A
                                 2002                     N/A          N/A

(1) On October 28, 2004,  Mr. Shrager was appointed as Chief  Executive  Officer
and  President  of  the  Company.  The  salary  disclosed  here  represents  the
compensation  paid to Mr.  Shrager from  October 28, 2004  through  December 31,
2004.

(2) On October 28, 2004, Mr. Goodacre was appointed as Chief  Financial  Officer
of the Company.  The salary  disclosed here represents the consultancy fees paid
to Mr.  Goodacre from October 28, 2004 through  December 31, 2004. Mr.  Goodacre
entered into an employment  contract with the Company,  effective  June 1, 2005,
whereby he will receive base salary of $200,000 for a full fiscal year.

Option Grants in Last Fiscal Year.

None.

Aggregate Option Exercises In Last Fiscal Year

None.

Equity Compensation Plan Information

      We do not have an equity  compensation plan under which options,  warrants
or rights are authorized for issuance to employees or non-employees. We have not
issued  any  options,  warrants  or  rights  under any  individual  compensation
arrangement.

Directors' Compensation

      The  Company  pays  its  non-employee  Directors  USD$20,000  per  year in
connection with their activities on behalf of the Company,  plus travel expenses
in connection with the Board of Directors  meetings.  The director's fee will be
paid  quarterly  in  arrears  on April 1, July 1,  October 1 and  January 1 in a
combination  of shares of  Company  common  stock  and cash.  Each  non-employee
director  shall  receive  shares  equal to  USD$3,000  per quarter  based on the
closing  price of the  Company's  common stock on the date of grant as quoted on
the Over-the-Counter  Bulletin Board (or applicable quotation medium or exchange
as of such date) and USD$2,000 per quarter in cash.


                                       25


Employment Contracts

      The Company entered into an employment agreement with Nicholas A. Shrager,
effective  on October  28,  2004,  pursuant to which Mr.  Shrager  will serve as
Chairman, Chief Executive Officer and President of the Company, reporting to the
Board of Directors. Mr. Shrager's initial salary is (pound)75,000, which will be
subject to an increase to (pound)100,000  provided that the Company's  financial
performance  objectives  are  achieved  for each of the first  three (3)  fiscal
years, as determined by the Board of Directors each year. He is also eligible to
participate in the annual discretionary bonus program for executive  management,
which is  potentially  five (5) percent of his current  annual base salary.  The
bonus  payments  shall  be made in  accordance  with the  following  performance
targets: (i) 70% of the bonus potential shall be earned if the Company meets its
annual operating EBITDA target  established by the Board of Directors each year;
(ii) 20% of the bonus  potential shall be earned if the Company meets its annual
revenue target established by the Board of Directors each year; and (iii) 10% of
the bonus  potential  shall be earned  based on Mr.  Shrager's  performance  and
contribution  to the business as determined by the Board of Directors each year.
In the  event  Mr.  Shrager  is  terminated  involuntarily  without  cause or he
terminates  voluntarily for good reason as defined in the employment  agreement,
the Company  will pay him a  termination  benefit  equal to (i) 100% of his base
salary plus his prior year bonus over a 12-month  period if  termination  occurs
after  January  1, 2005 but before  January  1,  2006,  or (ii) 100% of his base
salary  plus the  average  of his bonus for the prior two  fiscal  years  over a
12-month  period if  termination  occurs after January 1, 2006. In the event Mr.
Shrager  voluntarily  terminates  the employment  agreement  without cause or is
terminated  involuntarily  with good  reason,  he shall  receive no  termination
benefit.

      The Company entered into an employment agreement with Stephen B. Goodacre,
effective on June 1, 2005,  pursuant to which Mr.  Goodacre  will serve as Chief
Financial Officer of the Company.  Mr. Goodacre's  initial annual base salary is
(pound)100,000,  and is subject to an automatic  increase to (pound)150,000  per
annum in the year following the Company  achieving a net income of $1 million or
more.  Mr.  Goodacre  will be  entitled  to an annual  bonus equal to 25% of his
annual base salary provided certain financial measures relating to the Company's
revenues  and  EBITDA  are  reached.  On the  effective  date of his  employment
contract,  Mr. Goodacre  received 100,000 shares of common stock of the Company.
Two thirds of these shares shall be returned to, and cancelled by the Company if
Mr. Goodacre voluntarily  terminates his employment with the Company before June
1, 2006 and one third of the shares shall be returned  to, and  cancelled by the
Company if Mr. Goodacre  voluntarily  terminates his employment with the Company
before  June 1,  2007.  If Mr.  Goodacre  is  terminated  "without  cause" or he
voluntarily  terminates  his employment  with the Company for "good reason",  he
shall be  entitled to  severance  equal to: (a) 50% of his annual base salary if
such termination  occurs prior to November 30, 2005; (b) 100% of his base salary
plus any bonus due if such  termination  occurs on or after December 1, 2005 but
before May 31, 2006; and (c) 100% of his base salary plus the average bonus from
the prior two years if termination occurs on or after June 1, 2006.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      On February 7, 2005,  we entered into a Share Sale and Purchase  Agreement
(the  "Guilform   Agreement")  relating  to  Guilform  Holdings  Limited  ("Adal
Guilform"),  with Keith Malcolm Broome, the sole shareholder.  We purchased 100%
of the shares of Guilform  Holdings  Limited from Mr. Broome in consideration of
(i) (pound)300,000  (approximately  $575,000) in cash; (ii) a promissory note in
the amount of (pound)200,000 (approximately $380,000) bearing interest at a rate
of 6% per annum;  and (iii)  300,000  restricted  shares (the  "Shares")  of our
common stock.

      Under the Agreement,  we have undertaken to ensure that Guilform meets its
payment  obligations under certain  commercial loan facilities  provided to Adal
Guilform by State Securities plc in the sum of  (pound)1,007,000  (approximately
$1,930,000), of which (pound)497,000  (approximately $950,000) was new borrowing
in connection  with the  consummation  of the  transactions  contemplated by the
Guilform Agreement. Approximately (pound)321,000 (approximately $615,000) of the
new lending  was loaned by Adal  Guilform to us in respect of the payment due to
Mr.  Broome on  completion of the Guilform  Agreement  and  completion  expenses
incurred.  Mr. Broome and Ms. Janice Conley,  the previous Secretary of Guilform
Holdings Ltd., had guaranteed  payment of the amounts owing by Guilform Holdings
Ltd. under the loan facilities. Under the Guilform Agreement, we have undertaken
to provide for the release of Mr.  Broome and Ms.  Conley as  guarantors  on the
loan  facility by August 7, 2007.  As a  condition  to the  consummation  of the
Guilform  Agreement,  our Board of Directors  appointed Mr. Broome to serve as a
non-executive director on Board.

      As a  condition  to  the  consummation  of the  Agreement,  the  Board  of
Directors  of the  Company  appointed  Mr.  Broome  to serve as a  non-executive
director on the Company's Board of Directors.

                                       26


      In connection with the Closing of the Share Exchange,  the Company entered
into a financial  advisory  agreement  with Keating  Securities,  LLC  ("Keating
Securities"), a registered broker-dealer, under which Keating Securities will be
compensated by the Company for its advisory  services rendered to the Company in
connection with these  transactions.  The transaction  advisory fee is $190,000.
The  financial  advisory  agreement  also  appoints  Keating  Securities  as the
Company's  exclusive  placement  agent for private and public  offerings  of the
Company's securities during the one year period following the Closing.

                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

      None.

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

      The following  table sets forth as of August 8, 2005, the number of shares
of our common stock  beneficially owned by (i) each person who is known by us to
be the beneficial owner of more than five percent of the Company's common stock;
(ii) each director;  (iii) each of the named  executive  officers in the Summary
Compensation  Table;  and (iv) all directors and executive  officers as a group.
Unless  otherwise  indicated,  the  stockholders  listed in the table  have sole
voting and investment power with respect to the shares indicated.

      Unless otherwise indicated, the Company believes that all persons named in
the table have sole voting and  investment  power with  respect to all shares of
common stock beneficially owned by them. A person is deemed to be the beneficial
owner of  securities  that can be acquired by such person within sixty (60) days
upon the exercise of options,  warrants or convertible  securities (in any case,
the  "Currently  Exercisable  Options").   Each  beneficial  owner's  percentage
ownership is determined by assuming that the Currently  Exercisable Options that
are held by such  person  (but not  those  held by any other  person)  have been
exercised and converted.

Name and Address of Beneficial        Number of Shares       Percentage of
Owner (1)                                  (2)(3)               Ownership

Nicholas A. Shrager                     1,397,655(4)              42.8%
Charles K. Howe                           727,515(5)              22.3%
Brian Alleman                               6,071                    *
635 Ravensworth Court
Colorado Springs, CO 80906
John Sanderson                              6,071                    *
Keith Broome                              301,071                 9.2%
Steve Goodacre                            100,000                 3.1%
Keating Reverse Merger Fund, LLC          313,501                 9.6%
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111-2739
All Directors and Executive             2,538,383                77.7%
Officers as a Group (6 persons)

----------------------
* Less than one percent

(1) Unless  otherwise  indicated,  the address for each named  individual is c/o
Adal Group, Inc., ICS House, Hall Road, Heybridge, Maldon Essex. CM9 4LA, United
Kingdom.

(2) Reflects 3,265,976 shares outstanding as of August 8, 2005.

(3) Includes 57,375 shares owned by The Nicholas Shrager Family Trust over which
Mr.  Shrager is  co-Trustee  and shares  voting and  dispositive  power over the
shares.

(4) Includes 172,125 shares owned by The C.K. Howe Discretionary Settlement 2004
over which Mr. Howe is co-Trustee and shares voting and  dispositive  power over
the shares.

                                       27


                               SELLING STOCKHOLDER

      Laurus  Master Fund Ltd.  has not held any  position  nor had any material
relationship with us or our affiliates during the past three (3) years.


                                      Shares                         Number of
                                    Beneficially      Maximum          Shares        Percentage
                                       Owned         Number of      Beneficially      Ownership
                                     Prior to        Shares to      Owned After         After
  Name of Selling Stockholder        Offering         be Sold         Offering        Offering
-----------------------------        --------        ---------      ------------     ----------

                                                                        
Laurus Master Fund Ltd.(1)(2)(3)     1,001,892       1,001,892            0               0


(1)   Includes  476,190 shares of common stock  issuable upon  conversion of the
      Note.

(2)   Includes  375,000  shares of common stock  issuable  upon  exercise of the
      Warrant.

(3)   Includes 472 shares of common stock issuable upon exercise of the Option.

                                       28

                            DESCRIPTION OF SECURITIES

      Our current  authorized  capital stock consists of  100,000,000  shares of
common stock,  par value $.0001 per share, of which 3,265,976 shares were issued
and outstanding as of August 8, 2005, and 1,000,000  shares of preferred  stock,
par value  $.0001 per share,  none of which were  issued and  outstanding  as of
August 8, 2005.

Common Stock

      The holders of common  stock are  entitled to one vote for each share held
of record on all  matters  to be voted on by the  stockholders.  Subject  to the
preferential  rights of the  preferred  stock,  the  holders of shares of common
stock  shall be  entitled  to  receive,  when and if  declared  by the  board of
directors,  out of the  assets of the  corporation  which  are by law  available
therefor,  dividends payable either in cash, in property or in shares of capital
stock.  In the  event of our  liquidation,  dissolution  or  winding  up,  after
distribution in full of the preferential  amounts,  if any, to be distributed to
the holders of shares of the preferred  stock,  holders of common stock shall be
entitled to received all of the remaining assets of the Company of whatever kind
available for  distribution to stockholders  ratably in proportion to the number
of shares of common stock held by them respectively.

      The holders of common stock, as such, have no preemptive,  or preferential
right or  subscription  right to any stock of the Company or to any  obligations
convertible  into  stock of the  Company,  or to any  warrant  or option for the
purchase  thereof,  except to the extent provided by written  agreement with the
Company.  All of the  outstanding  shares of common  stock are  validly  issued,
fully-paid and nonassessable.

Preferred Stock

      Under our Restated Certificate of Incorporation,  as amended, the Board of
Directors is authorized,  subject to any  limitations  prescribed by the laws of
the State of Delaware,  but without any further action by our  stockholders,  to
provide for the issuance of up to 1,000,000  shares of preferred stock in one or
more series,  to establish from time to time the number of shares to be included
in such series, to fix the designations,  powers,  preferences and rights of the
shares of each such series and any  qualifications,  limitations or restrictions
thereof,  and to increase or decrease  the number of shares of any such  series.
The board of directors may authorize  and issue  preferred  stock with voting or
conversion  rights that could adversely  affect the voting power or other rights
of the holders of common stock.

Transfer agent and registrar

      The transfer  agent and registrar for our common stock is Corporate  Stock
Transfer, Inc.

                              PLAN OF DISTRIBUTION

      We are  registering  the  common  stock on  behalf  of the  above  selling
stockholders. The selling stockholder is offering shares of common stock that it
received in connection with the financing. As used in this prospectus,  the term
"selling    stockholder"    includes    pledgees,     transferees    or    other
successors-in-interest  selling shares received from the selling  stockholder as
pledgors,  assignees,  borrowers or in  connection  with other  non-sale-related
transfers after the date of this prospectus. This prospectus may also be used by
transferees  of the  selling  stockholder,  including  broker-dealers  or  other
transferees who borrow or purchase the shares to settle or close out short sales
of shares of common stock. The selling  stockholder will act independently of us
in making decisions with respect to the timing,  manner and size of each sale or
non-sale related transfer. We will not receive any of the proceeds of such sales
by the selling stockholders.

      The selling  stockholder  may sell its shares of common stock  directly to
purchasers from time to time. Alternatively,  it may from time to time offer the
common  stock to or through  underwriters,  broker/dealers  or  agents,  who may
receive  compensation  in the form of  underwriting  discounts,  concessions  or
commissions  from the selling  stockholder or the purchasers of such  securities
for whom they may act as agents.  The selling  stockholder and any underwriters,
broker/dealers  or agents that  participate in the  distribution of common stock
may be deemed to be  "underwriters"  within the meaning of the Securities Act of
1933,  as amended  (the  "Securities  Act"),  and any profit on the sale of such
securities and any  discounts,  commissions,  concessions or other  compensation
received  by any such  underwriter,  broker/dealer  or agent may be deemed to be
underwriting  discounts and  commissions  under the  Securities  Exchange Act of
1934, as amended (the "Exchange Act").  The selling  stockholder has informed us
that it does not have any agreement or  understanding,  directly or  indirectly,
with any person to distribute the common stock.

                                       29


      The common stock may be sold by the selling  stockholder from time to time
in one or more  transactions  at or on any stock  exchange,  market  or  trading
facility on which shares are traded or in private transactions. The sales may be
made at fixed  prices,  at  prevailing  market  prices  at the time of sale,  at
varying prices determined at the time of sale or at negotiated  prices. The sale
of the common  stock may be  affected  by means of one or more of the  following
transactions (which may involve cross or block transactions):

      o     a block trade in which the  broker-dealer so engaged will attempt to
            sell such shares as agent,  but may position and resell a portion of
            the block as principal to facilitate the transaction;

      o     purchases  by a  broker-dealer  as  principal  and  resale  by  such
            broker-dealer for its own account pursuant to this prospectus;

      o     transactions  on any  exchange  or  quotation  service  on which the
            shares  may be listed  or  quoted at the time of sale in  accordance
            with the rules of the applicable exchange;

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits purchasers;

      o     privately negotiated transactions;

      o     transactions through the settlement of short sales;

      o     broker-dealers  may agree with the  selling  stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale;

      o     transactions  through the writing or  settlement of options or other
            hedging  transactions,   whether  through  an  options  exchange  or
            otherwise; and

      o     any other method permitted pursuant to applicable law.

      The  selling  stockholder  may  also  sell  shares  under  Rule 144 of the
Securities Act, if available,  rather than under this prospectus.  To the extent
required,  this prospectus may be amended and supplemented  from time to time to
describe a specific plan of distribution.

      Broker-dealers  engaged by the selling  stockholder  may arrange for other
broker-dealers to participate in sales.  Broker-dealers may receive  commissions
or discounts  from the selling  stockholder  (or, if any  broker-dealer  acts as
agent  for the  purchase  of  shares,  from  the  purchaser)  in  amounts  to be
negotiated.  The  selling  stockholder  does not expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

      The selling  stockholder may also enter into option or other  transactions
with broker-dealer's, or other financial institutions for the creation of one or
more derivative securities,  which require the delivery to such broker-dealer or
other financial  institution of shares offered by this prospectus,  which shares
such  broker-dealer  or other financial  institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction.)

      In connection with the sale of the common stock or otherwise,  the selling
stockholder may enter into hedging  transactions  with  broker/dealers  of other
financial  institutions,  which may in turn  engage in short sales of the common
stock  in  the  course  of  hedging  the  positions  they  assume.  The  selling
stockholder  may also sell shares of our common  stock  short and deliver  these
shares to close out such  short  positions,  or loan or pledge  common  stock to
broker/dealers that in turn may sell such securities.

      The selling  stockholder  will be subject to applicable  provisions of the
Exchange Act and the rules and  regulations  thereunder,  which  provisions  may
limit  the  timing of  purchases  and  sales of any of the  common  stock by the
selling  stockholders.  The  foregoing  may  affect  the  marketability  of such
securities.

                                       30


      Pursuant  to  the   registration   rights   agreement   with  the  selling
stockholder,  all expenses of the  registration of the common stock will be paid
by us, including,  without limitation, SEC filing fees; provided,  however, that
the selling stockholder will pay any broker or similar  commissions,  or, except
to the extent  otherwise  provided  for,  any legal  fees or other  costs of the
selling stockholders.  The selling stockholder will be indemnified by us against
certain civil  liabilities,  including certain  liabilities under the Securities
Act, or will be entitled to  contribution  in connection  therewith.  We will be
indemnified  by the  selling  stockholder  against  certain  civil  liabilities,
including  certain  liabilities under the Securities Act, or will be entitled to
contribution in connection therewith.

      To  comply  with  the  securities  laws  of  certain   jurisdictions,   if
applicable,  the common stock will be offered or sold in such jurisdictions only
through registered or licensed brokers or dealers.

                                 INDEMNIFICATION

      Our articles of  incorporation  provide that none of our directors will be
personally  liable  to  Adal or any of our  shareholders  for  monetary  damages
arising from the director's breach of fiduciary duty as a director, with certain
limited exceptions.

      Pursuant to Delaware  corporation law, every Delaware  corporation has the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending or  completed  action,  suit or  proceeding
(other  than an action by or in the right of the  corporation)  by reason of the
fact that such  person is or was a director,  officer,  employee or agent of the
corporation  or is or was  serving  in such a  capacity  at the  request  of the
corporation for another corporation,  partnership, joint venture, trust or other
enterprise,  against any and all expenses,  judgments, fines and amounts paid in
settlement  and  reasonably  incurred in  connection  with such action,  suit or
proceeding.  The power to  indemnify  applies  only if such person acted in good
faith  and in a  manner  such  person  reasonably  believed  to be in  the  best
interests,  or not opposed to the best interests,  of the corporation  and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful.

      The power to  indemnify  applies to actions  brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall be made in the  event of any  adjudication  of  negligence  or  misconduct
unless  the  court,  in its  discretion,  believes  that  in  light  of all  the
circumstances  indemnification  should  apply.  Our  articles  of  incorporation
contain provisions authorizing it to indemnify our officers and directors to the
fullest extent permitted by Delaware corporation law.

      We have been  advised that in the opinion of the  Securities  and Exchange
Commission  indemnification  for liabilities arising under the Securities Act of
1933 (the  "Act") is against  public  policy as  expressed  in the Act,  and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors,  officers,  or controlling
persons in connection with the securities being  registered,  we will, unless in
the  opinion of our legal  counsel  the matter has been  settled by  controlling
precedent, submit the question of whether such indemnification is against public
policy to court of  appropriate  jurisdiction.  We will then be  governed by the
courts decision.

                                  LEGAL MATTERS

      The validity of the securities  offered hereby has been passed upon for us
by Loeb & Loeb LLP, New York, New York.

                              FINANCIAL STATEMENTS

      Our  consolidated  financial  statements  and the  footnotes  thereto  are
included in the section beginning on F-1.

                                     EXPERTS

      The consolidated  financial  statements of Adal Group,  Inc.  appearing in
this prospectus and  registration  statement have been audited by Moore Stephens
P.C., an independent  registered public accounting firm, to the extent indicated
in their report (which  contains an  explanatory  paragraph with respect to Adal
Group,  Inc.'s ability to continue as a going concern),  appearing  elsewhere in
this prospectus and  registration  statement,  and are included in reliance upon
such  report  given on the  authority  of such firm as experts in  auditing  and
accounting.

                                       31

                       WHERE YOU CAN FIND MORE INFORMATION

      We are a public  company and file annual,  quarterly and special  reports,
proxy  statements and other  information with the SEC. You may read and copy any
document  we file at the SEC's  public  reference  room at 100 F  Street,  N.E.,
Washington,  D.C. 20549. You can request copies of these documents by writing to
the  SEC  and  paying  a fee  for  the  copying  cost.  Please  call  the SEC at
1-800-SEC-0330  for more information about the operation of the public reference
room.  Our SEC filings are also available to the public at the SEC's web site at
http://www.sec.gov.

      This prospectus is only part of a registration statement on Form SB-2 that
we have filed with the SEC under the Securities Act of 1933 and therefore  omits
certain information contained in the registration  statement. We have also filed
exhibits and schedules to the registration statement that are excluded from this
Prospectus,  and you should  refer to the  applicable  exhibit or schedule for a
complete  description  of any  statement  referring  to any  contract  or  other
document.  You may  inspect  or  obtain  a copy of the  registration  statement,
including the exhibits and schedules,  as described in the previous paragraph at
no charge from us.


                                       32


                          INDEX TO FINANCIAL STATEMENTS

Interim Financial Statements as of March 31, 2005                    Q-1 to Q-8

Audited Financial Statements as of December 31, 2004 and 2003        F-1 to F-18


                                       33

                      INDEX TO INTERIM FINANCIAL STATEMENTS

                                                                           Page

Consolidated Balance Sheets as of March 31, 2004.......................... Q-2

Consolidated Statements of Operations (Unaudited) for the Three Months
Ending March 31, 2004 and 2005............................................ Q-3

Consolidated Statements of Cash Flows (Unaudited) ........................ Q-4-5

Notes to Consolidated Financial Statements................................ Q-6


                                      Q-1


Adal Group, Inc and Subsidiaries

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF U.S. DOLLARS EXCEPT SHARE DATA)

                                                                     March 31,
                                                                    ----------
                                                                       2005
Assets:                                                             (Unaudited)
Current Assets:
Cash and Cash Equivalents                                              $    264
Accounts Receivable                                                       8,118
Inventories                                                               2,890
Deferred Tax Asset                                                           72
Other Current Assets                                                        484
                                                                       --------
Total Current Assets                                                     11,828
Property, Plant and Equipment - Net                                       9,034
Intangible Assets                                                         1,035
                                                                       --------
TOTAL ASSETS                                                           $ 21,897
                                                                       ========
Liabilities and Stockholders' Equity (Deficit):
Current Liabilities:
Short-Term Borrowings and Credit
Agreements                                                             $  7,797
Accounts Payable                                                          7,091
Accrued Expenses - Related Party                                             90
Payroll and Excise Taxes Payable                                            759
Current Portion of Long-Term Debt                                           654
Other Current Liabilities                                                 1,057
                                                                       --------
Total Current Liabilities                                                17,448
Long-Term Debt, Less Current Portion                                      5,995
Deferred Tax Liability                                                       91
                                                                       --------
Total Liabilities                                                        23,534
Commitments and Contingencies                                                --
Stockholders' (Deficit):
Common Stock, $0.0001 par value,
100,000,000 shares authorized,
2,860,001 and 2,550,000 shares
issued and outstanding at March 31,
2005 and December 31, 2004, respectively                                     --
Additional Paid In Capital                                                  816
Retained Earnings (Deficit)                                              (3,151)
Accumulated Other
Comprehensive Income:

Cumulative Translation Adjustment                                           698
                                                                       --------
Total Stockholders' (Deficit)                                            (1,637)
Total Liabilities and Stockholders' (Deficit)                          $ 21,897
                                                                       ========

The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      Q-2


Adal Group, Inc and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS OF U.S. DOLLARS EXCEPT PER SHARE DATA)

                                                   Three months ending March 31,
                                                   ------------     -----------
                                                       2005             2004
                                                   ------------     -----------

Net Sales                                           $     7,896     $     7,062

Cost of Sales                                             7,282           6,373
                                                   ------------     -----------

Gross Profit                                                614             689

Selling, General and
Administrative Expense                                    1,048             748
                                                   ------------     -----------

(Loss) from Operations                                     (434)            (59)

Interest Expense                                           (263)           (121)

(Loss) Before Income Taxes                                 (697)           (180)

Provision For Income Tax Expense                             --               6
                                                   ------------     -----------

Net (Loss)                                          $      (697)    $      (186)
                                                   ============     ===========

Earnings (Loss) Per Share - Basic and Diluted       $     (0.26)    $     (0.07)
                                                   ============     ===========

Weighted Average Number of Shares Outstanding         2,705,334       2,550,000
                                                   ============     ===========

The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      Q-3


Adal Group, Inc and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS OF U.S. DOLLARS)

                                                   Three months ending March 31,
                                                   ------------     -----------
                                                       2005             2004
                                                   ------------     -----------

Operating Activities:
Net Income (Loss)                                   $      (697)    $      (186)
Adjustments to Reconcile Net (Loss)
 to Cash From Operations:
Depreciation and Amortization                               369             291

Changes in Assets and Liabilities:
Decrease (Increase):
Receivables                                                (755)          1,023
Inventories                                                  32             (17)
Other Current Assets                                        (83)            107

Increase (Decrease):
Accounts Payable                                            492             126
Other Current Liabilities                                   596              89
                                                   ------------     -----------

Net Cash - Operating Activities                             (46)          1,433
                                                   ------------     -----------

Investing Activities:
Business Acquisition                                     (1,015)           (732)
Capital Expenditures                                       (549)            (99)
                                                   ------------     -----------

Net Cash - Investing Activities                          (1,564)           (831)
                                                   ------------     -----------

Financing Activities:
Net Changes to Short-Term Borrowings                      1,392          (3,852)
Borrowing of Long-Term Debt                                 210           3,571
Payment of Long-Term Debt                                  (146)             --
Issuance of Common Stock                                     26              --
                                                   ------------     -----------
Net Cash - Financing Activities                           1,482            (281)
                                                   ------------     -----------

Effect Of Exchange Rates Changes on Cash                      3            (204)
                                                   ------------     -----------

Net Increase (Decrease) in Cash - Forward           $      (125)    $       117

The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      Q-4


Adal Group, Inc and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)

                                                   Three months ending March 31,
                                                   ------------     -----------
                                                       2005             2004
                                                   ------------     -----------
                                                   (Unaudited)      (Unaudited)

Net Increase (Decrease) in Cash - Forwarded         $      (125)    $       117

Cash - Beginning of Periods                                 389             150
                                                   ------------     -----------

                                                   ============     ===========
Cash - End of Periods                               $       264     $       267
                                                   ============     ===========

Supplemental Cash Flow Information:
Cash paid during the periods for:
Interest                                            $       251     $       113
Income Taxes                                        $        --     $        --

The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      Q-5


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005 (UNAUDITED)

(1)   Basis of Presentation

The Consolidated  Financial  Statements include the accounts of Adal Group, Inc.
and its subsidiaries (collectively, the "Company," "Adal," "we," "us" or "our").
We are a diverse  aluminum  manufacturer  with a  value-added  focus serving the
construction,  automotive,  medical, defense, transportation and HVAC industries
to name but just a few. Our  worldwide  headquarters  is in  Lingfield,  Surrey,
United Kingdom and our manufacturing  facilities are all currently in the United
Kingdom,  in  Witham,  Essex  and  St.  Albans,  Hertfordshire.  We are  engaged
primarily in providing  manufacturing,  fabricating,  precision  engineering and
design  services.  Our  principal  subsidiaries  are  Adal  Seco  Limited,  Adal
Engineering  Limited  and  Adal  Guilform  Limited.  All  material  intercompany
accounts and transactions have been eliminated in consolidation.

These  Consolidated  Financial  Statements  are prepared in accordance  with the
rules and regulations of the Securities and Exchange Commission (the "SEC") with
respect to Form 10-QSB and reflect all normal recurring adjustments that are, in
the opinion of management,  necessary for a fair  presentation  of the financial
position of Adal Group,  Inc as of March 31, 2005 and the results of  operations
and cash flows for the  interim  periods  presented.  Pursuant to such rules and
regulations,  certain  footnote  disclosures  that  normally are required  under
generally  accepted  accounting  principles  are  omitted.   These  Consolidated
Financial  Statements and notes should be read in  conjunction  with the audited
Consolidated  Financial Statements and the notes thereto (the "2004 Consolidated
Financial  Statements")  included  in our Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 2004 (the "Form 10-KSB").

The Consolidated  Financial Statements are prepared in conformity with generally
accepted accounting  principles,  which require management to make estimates and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes.

The nature of our  business is such that the  results of any interim  period may
vary  significantly  from  quarter to quarter and may not be  indicative  of the
results to be expected for the fiscal year.

(2)   Significant Accounting Policies

Principles of Consolidation - The accompanying consolidated financial statements
include the accounts of Adal and its wholly-owned subsidiaries.  All significant
intercompany accounts and transactions have been eliminated in consolidation.


                                      Q-6


Foreign  Currency - Adal  headquarters  and principal  business  operations  are
located in England.  Although most purchase  contracts for aluminum  billets are
denominated in U.S. dollars, all other expenses and all revenues are denominated
in UK Pound  Sterling.  As such,  management has determined  that the functional
currency for financial reporting purposes is the UK Pound Sterling.  Translation
into  U.S.  dollars  has been  effected  in the  following  manner:  assets  and
liabilities  using  the  exchange  rates in effect at the  balance  sheet  date,
stockholders'  equity at historical  rates,  and results of operations  and cash
flows at the average  exchange  rates during the period.  The effect of exchange
rate changes is reflected as a separate component of stockholders' equity.

Use of Estimates - The  preparation  of the  financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and disclosures of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the periods  reported.  Actual  results could differ from those
estimates.

Revenue  Recognition  - The  Company  recognizes  revenue  after its  product is
shipped and collectibility is reasonably assured.

Earnings  (Loss) Per Share - Basic  earnings  (loss) per share are  computed  by
dividing net income  (loss) by the  weighted-average  number of shares of common
stock outstanding for the period.  Diluted earnings (loss) per share is computed
giving effect to all potentially dilutive common stock.

Intangibles.  Customer lists are the sole intangible asset of the Company. These
are recorded at cost and are amortized utilizing the straight-line method over a
weighted-average  amortization  period  of 5  years.  The  customer  lists  were
recorded at a gross value of $1,163 and accumulated  amortization of $128. There
was $41 of  amortization  expense  during the three month period ended March 31,
2005  with $21 being  recorded  in the three  months  to March  31,  2004.  When
changing circumstances warrant, the Company evaluates the carrying value and the
period of  amortization  based on the current and expected  future  undiscounted
cash flows from operations to determine  whether a revised  estimate of carrying
value or useful life is  required.  The  estimated  customer  list  amortization
expense for the fiscal year ending  December  31, 2005,  and for the  subsequent
years is as follows:

Year ended
December 31,                                                         Total
------------                                                         -----
2005                                                           $       221
2006                                                                   240
2007                                                                   240
2008                                                                   240
Thereafter                                                              94
                                                               -----------

Total                                                          $     1,035
                                                               ===========

The Company  assesses  intangible  assets for impairment on a periodic basis and
more  frequently  when  circumstances  warrant.  No impairment has been recorded
during the periods presented.

Significant  policies  followed  by the  Company  are set forth in Note 3 to the
Company's  consolidated  financial  statements  in the  December 31, 2004 10-KSB
filed with the SEC.

(3)   Acquisition of Guilform Holdings Limited

On February 7, 2005,  the Company  purchased  all of the  outstanding  shares of
Guilform  Holdings Ltd.  ("Guilform"),  for a total  investment of $1.8 million.
Payment was made in the form of cash of $600 and notes in the amount of $375 and
from the issuance of 300,000  shares of the  Company's  common  stock.  Guilform
makes  aluminum-based  products for use in architecture,  notably metal cladding
panels and composite  panels which provide  thermal and acoustic  insulation and
fire protection.

The investment in excess of the net book value of Guilform  Holdings Limited has
been  allocated  to  intangible  assets,  representing  the  value  assigned  to
Guilform's  customer  list,  which is being  amortized over five years using the
straight-line  method. The results of operations of Guilform are included in the
consolidated financial statements beginning February 8, 2005.

                                      Q-7


The assets acquired and  liabilities  assumed in the acquisition of Guilform are
as follows:

Tangible Assets acquired at Fair Value                             $ 3,267
Cost in excess of net assets acquired                                  557
Liabilities Assumed at Fair Value                                   (2,024)

   Total Purchase Price                                            $ 1,800

(4)   Commitments

Purchase  Contracts - Adal Seco,  an  indirect  wholly-owned  subsidiary  of the
Company,  requires  a  supply  of  aluminum  billets  as raw  materials  for its
production  process.  Though these billets are  generally  available on the open
market,  the Company has entered into purchase  contracts  with five smelters to
reduce the risk of a disruption in supply.  These contracts are for the delivery
of billets per month at an agreed rate for up to twelve  months into the future.
Production  cost per ton is set  under an  annual  master  agreement  with  each
smelter.  In advance of production,  the Company places material orders with the
smelter, at which time the cost of aluminum is determined.

At March 31, 2005 and December 31, 2004, there were purchase agreements totaling
approximately $2,422 and $3,510 respectively.

(5)   Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
that we will continue as a going concern,  which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business.  We
have  incurred  net  operating  losses of  approximately  $697,000 for the three
months  ended March 31,  2005,  compared to $186,000  for the three months ended
March 31, 2004. Additionally, as of March 31, 2005, we had a net working capital
deficiency of  approximately  $5,620,000  and negative cash flows from operating
activities  of  approximately  $46,000.  We plan to convert a further  $1,133 of
short term debt to long term debt in 2005.  Our  management  expects  cash flows
from operating activities to improve in our core businesses in the third quarter
of fiscal 2005. We still face the burden of a large central  overhead,  relative
to the current size of our business, and this will continue to be the case until
we reach a more  significant  size as an  organization.  We have an acquisition,
product  development;  new product and organic  growth plans that we  anticipate
will achieve the  required  economies of scale and expect to see growth over the
remainder  of 2005 and into  2006.  Management  also  plans to raise  additional
capital through one or more transactions,  utilizing H.C. Wainwright, a New York
based  Broker  /  Dealer,  appointed  in July  2005,  although  there  can be no
assurance  thereof.  Any such capital  raised will be used for working  capital,
reduction  in short  term  debt,  acquisitions  and  capital  improvements.  The
accompanying  consolidated  financial  statements do not include any adjustments
that might be necessary  should we be unable to continue as a going concern.  If
we fail to generate  positive  cash flows or obtain  additional  financing  when
required,  we may have to modify,  delay or abandon  some or all of our business
and expansion plans.

                                      Q-8


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page

Report of Independent Registered Public Accounting Firm .................    F-2

Consolidated Balance Sheet as of December 31, 2004.......................    F-3

Consolidated  Statements  of  Operations  for the  year
ended December 31, 2004 and for the period from October
20, 2003  (inception) to December 31, 2003, and of Seco
Aluminium Ltd. (as Predecessor  Company) for the period
from January 1, 2003 to October 19, 2003.................................    F-4

Consolidated   Statements   of   Stockholders'   Equity
(Deficit) and Comprehensive  Income (Loss) for the year
ended December 31, 2004 and for the period from October
20, 2003 (inception) to December 31, 2003................................    F-5

Consolidated  Statements  of Cash  Flows  for the  year
ended December 31, 2004 and for the period from October
20, 2003  (inception) to December 31, 2003, and of Seco
Aluminium Ltd. (as Predecessor  Company) for the period
from January 1, 2003 to October 19, 2003.................................    F-6

Notes to Consolidated Financial Statements...............................    F-8


                                       F-1


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying  consolidated  balance sheet of Adal Group Inc.
and its  subsidiaries  (the  "Company") as of December 31, 2004, and the related
consolidated  statements  of  operations,  stockholders'  equity  (deficit)  and
comprehensive  income (loss),  and cash flows for the periods January 1, 2003 to
October 19, 2003  (predecessor  Company),  October 20, 2003 to December 31, 2003
and  for  the  year  ended  December  31,  2004.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits 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
consolidated financial statements are free of material misstatement. The Company
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the consolidated  financial statements,  assessing the accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall consolidated financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the consolidated  financial  position of the
Company  as of  December  31,  2004,  and  the  consolidated  results  of  their
operations  and their cash flows for the periods  January 1, 2003 to October 19,
2003  (predecessor  Company),  October 20, 2003 to December 31, 2003 and for the
year ended December 31, 2004, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 4 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations and has a working  capital  deficiency  that raise  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also discussed in Note 4. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

                                        MOORE STEPHENS, P. C.
                                        Certified Public Accountants.

New York, New York
February 25, 2005 except for Note 4,
for which the date is April 11, 2005

                                      F-2


ADAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF U.S. DOLLARS)

                                                               December 31, 2004
                                                               -----------------
Assets:
Current Assets:
  Cash and Cash Equivalents                                             $   389
  Accounts Receivable                                                     6,845
  Inventories                                                             2,408
  Current Deferred Taxes                                                     37
  Other Current Assets                                                      314
                                                               -----------------

   Total Current Assets                                                   9,993

Property, Plant and Equipment - Net                                       6,229

Intangible Assets, Less Accumulated
  Amortization of $80                                                       526
                                                               -----------------

Total Assets                                                            $16,748
                                                               =================

Liabilities and Stockholders' Equity (Deficit):
Current Liabilities:
   Short-Term Borrowings and Credit
   Agreements                                                           $ 6,048
   Accounts Payable                                                       6,243
   Accrued Expenses - Related Party                                         120
   Payroll and Excise Taxes Payable                                         617
   Current Portion of Long-Term Debt                                        595
   Other Current Liabilities                                                549
                                                               -----------------

   Total Current Liabilities                                             14,172

Long-Term Debt, Less Current
  Portion                                                                 4,275

Non-Current Deferred Taxes                                                   99
                                                               -----------------

   Total Liabilities                                                     18,546
                                                               -----------------
   Commitments and Contingencies

Stockholders' Equity (Deficit):
Common Stock, $.0001 Per Share Stated
  Value; 100,000,000 Shares Authorized, 2,550,000
  Shares Issued and Outstanding                                              --
Additional Paid in Capital                                                    2
Accumulated Deficit                                                      (2,454)
Accumulated Other Comprehensive Income:
   Cumulative Translation Adjustment                                        654
                                                               -----------------
Total Stockholders' Equity (Deficit)                                     (1,798)
                                                               -----------------
Total Liabilities and Stockholders' Equity (Deficit)                    $16,748
                                                               =================

The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.

                                      F-3


ADAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF U.S. DOLLARS EXCEPT PER SHARE DATA)

                                                                    Predecessor
                           Adal Group Inc.  and  Subsidiaries        Company
                               Year               October 20,        January 1,
                               Ended                2003 to            2003 to
                             December 31,         December 31,       October 19,
                               2004                  2003               2003
                            ---------             ----------         ---------

Net Sales                   $  29,228             $   4,194          $  17,053

Cost of Sales                  27,898                 4,004             15,311
                            ---------             ----------         ---------

  Gross Profit                  1,330                   190              1,742

Selling, General and
  Administrative Expenses       2,783                   268              1,055

Advisory Fees - Related
  Party                           190                    --                 --
                                  ---                    --                 --

  Income (Loss) from
   Operations                  (1,643)                  (78)               687

Interest Expense                  650                   122                148
                            ---------             ----------         ---------

  Income Before Income
   Taxes                       (2,293)                 (200)               539

Provision For Income Tax
  Expense (Benefit)                (3)                  (36)               120
                            ---------             ----------         ---------

  Net Income (Loss)         $  (2,290)            $    (164)         $     419
                            =========             ==========         =========

Basic and Diluted Income
  (Loss) per Share:         $   (0.98)           $    (0.06)        $     0.18
                            =========             ==========         =========

The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      F-4


ADAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED  STATEMENTS OF  STOCKHOLDERS'  EQUITY  (DEFICIT) AND  COMPREHENSIVE
INCOME (LOSS) (IN THOUSANDS OF U.S. DOLLARS)


                                                                                                            Accumulated
                                 Comprehensive                              Additional    Retained         Other         Total
                                     Income            Common Stock          Paid-in      Earnings      Comprehensive Stockholders'
                                     (Loss)        Shares        Amount      Capital      (Deficit)        (Loss)     (Deficit)
                                   ---------     ---------    -----------    ---------    ---------     ---------     ---------

                                                                                                 

Inception - October 20, 2003       $    --            --      $      --      $    --      $    --       $    --       $    --

Issuance of Common Stock
    For Cash                            --       2,295,000           --              2         --            --               2

Net Loss                                (164)         --             --           --           (164)         --            (164)

Effect of Currency
    Translation in
    Period                                (3)         --             --           --           --              (3)           (3)

Balances
    December 31, 2003              $    (167)    2,295,000           --              2         (164)           (3)         (165)
                                   =========

Shares Issued in Connection
    With Merger                    $    --         255,000           --           --           --            --            --

Net Loss                              (2,290)         --             --           --         (2,290)         --          (2,290)

Effect of Currency
    Translation In
    Period                               657          --             --           --           --             657           657

    Balances -
    December 31, 2004              $  (1,633)    2,550,000    $      --      $       2    $  (2,454)    $     654     $  (1,798)
                                   =========     =========    ===========    =========    =========     =========     =========


The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.



                                      F-5


ADAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)


                                                                             Predecessor
                                    Adal Group Inc. and  Subsidiaries         Company
                                        Year              October 21,        January 1,
                                        Ended               2003 to            2003 to
                                      December 31,        December 31,       October 19,
                                        2004                 2003               2003
                                     ---------             ----------         ---------

                                                                       
Operating Activities:
  Net Income (Loss)                    $(2,290)              $ (164)            $ 419
  Adjustments to Reconcile Net
   Income (Loss) to Cash From
   Operations:
   Depreciation and Amortization         1,212                  111               657
   Deferred tax (Benefit)                   (3)                  --                --

  Changes in Assets and
   Liabilities:
   Decrease (Increase):
    Receivables                          1,086                  541              (877)
    Inventories                           (217)                (231)              226
    Other Current Assets                  (150)                  66                (3)

   Increase (Decrease):
    Accounts Payable                       888                 (107)              154
    Taxes                                  127                  (19)               88
    Other Current Liabilities              162                   86              (101)
                                     ---------             --------        -----------

  Net Cash - Operating
   Activities                              815                  283               563
                                     ---------             --------        ----------

Investing Activities:
  Cash Paid for Seco
   Acquisition, Net of Cash
   Acquired                                 --                   --             (3,874)
  Cash Paid for Fagg
   Acquisition, Net of Cash
   Acquired                               (732)                  --                --
  Capital Expenditures                  (2,713)                 (87)             (362)
                                     ----------            ---------       -----------

  Net Cash - Investing
   Activities                           (3,445)              (3,961)             (362)
                                     ----------            ---------       -----------

Financing Activities:
  Net Changes to Short-Term
   Borrowings                            (1948)               3,570              (177)
  Borrowing of Long-Term Debt            4,530                   --                --
  Payment of Long-Term Debt               (480)                  --                --
  Issuance of Common Stock                  --                    2                --
                                     ---------             --------        ----------

  Net Cash - Financing
   Activities                            2,102                3,572              (177)
                                     ---------             --------        -----------

Effect Of Exchange Rates
  Changes on Cash                          767                  231                 1
                                     ---------             --------        ----------

  Net Increase (Decrease) in
   Cash - Forward                      $   239               $  125             $  25


The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      F-6


ADAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)


                                                                             Predecessor
                                    Adal Group Inc. and  Subsidiaries         Company
                                        Year              October 21,        January 1,
                                        Ended               2003 to            2003 to
                                      December 31,        December 31,       October 19,
                                        2004                 2003               2003
                                     ---------             ----------         ---------

                                                                       
   Net Increase (Decrease) in
         Cash - Forwarded              $      239           $   125         $      25

Cash - Beginning of Period                    150                25                --
                                              ---                --                --

Cash - End of Period                   $      389           $   150         $      25
                                              ===               ===                ==

Supplemental Cash Flow
  Information:
  Cash paid during the periods for:
   Interest                            $      343           $   116         $     141
   Income Taxes                        $       --           $    --         $      --

Non-Cash Transactions:
  Debt Issued for Engineering
   Acquisition                           $    675           $    --         $      --


The  Accompanying  Notes  are an  Integral  Part of the  Consolidated  Financial
Statements.


                                      F-7


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)   Business

Adal Group Inc. ("we" or the "Company"),  through our operating subsidiaries, is
a  diversified  producer of aluminum  extrusions  and  manufactured  parts.  Our
principal  operating  subsidiaries are Adal Seco and Adal Engineering  (formerly
W.H.J. Fagg & Son Ltd.), both of which are located in England. Our customers are
also based in England.  Adal Seco is a provider of aluminum extrusion design and
production  services,   providing  complete  supply-chain  management  including
component  design,  fabrication,  warehousing  and  delivery.  These added value
products are sold through the Adal Seco  brands,  Adal Extra and Adal  Climatix.
Adal  Engineering  provides  precision  engineering,   tool  making  and  volume
production  of machined  (primarily  aluminum)  components  principally  for the
automotive industry. Adal Engineering was acquired effective February 1, 2004.

(2)   Organization and Basis of Presentation

Adal Group Inc., a Delaware corporation, was formerly known as Sunningdale, Inc.
("Sunningdale")  a shell  corporation.  A merger  of  Sunningdale  and  Advanced
Aluminium  Group  Ltd.  ("AAG")  incorporated  under  the laws of  England,  was
completed on October 28, 2004.  The merger has been treated for  accounting  and
financial  reporting  purposes as a reverse  acquisition  of Sunningdale by AAG,
since the former AAG  stockholders  control the Company after the merger.  Under
this  accounting  treatment,  AAG is deemed for  accounting  purposes  to be the
acquiring  entity  and  Sunningdale  the  acquired  entity.   Accordingly,   the
transaction  has been  treated as a  recapitalization  of AAG,  with no goodwill
recorded.  The financial  statements of the Company after the merger now reflect
AAG on a historical basis. All references to the "Company" means Adal Group Inc.
and its subsidiaries. As of the date of the merger, Sunningdale had total assets
of $15 and total liabilities of $15, which were assumed by the Company.

Effective October 20, 2003, AAG acquired all of the outstanding capital stock of
Advanced Aluminium Industries,  Ltd. ("AAI"). AAI's activities as of the date of
acquisition  consisted  solely of the ownership of Adal Seco, which was acquired
by AAI on October 20, 2003.

Since October 20, 2003 ("Inception") the Company's  activities  consisted solely
of activities  related to the operation of AAI and Seco. Such activities,  which
were not  significant,  have been  included  in the  consolidated  statement  of
operations  for the Company for the period from Inception  through  December 31,
2003. The primary operating activities included in the consolidated statement of
operations  for the Company for the period from Inception  through  December 31,
2003 are those of Seco,  which  became an indirect  subsidiary  of the  Company,
through its AAI subsidiary, on October 20, 2003.

The  consolidated  balance  sheets as of October 19,  2003 and the  consolidated
statements of  operations  and cash flows for the period from January 1, 2003 to
October 19, 2003 represent the financial  position and results of operations and
cash flows of Seco,  which was the  "Predecessor  Company"  through  the date of
acquisition.  The  consolidated  balance  sheets  as of  December  31,  2004 and
December 31, 2003 and  consolidated  statements of operations and cash flows for
the year ended  December  31,  2004 and for the period  from  October  20,  2003
(Inception) to December 31, 2003 represent the consolidated  financial  position
and results of operations and cash flows for the Company and its subsidiaries.

The  operations of  Engineering  have been included  since February 1, 2004, the
date on which AAI acquired all of the outstanding capital stock of Engineering.

All amounts in the  financial  statements  are  presented  in  thousands of U.S.
Dollars.

(3)   Significant Accounting Policies

Principles  of  Consolidation  - The  consolidated  financial  statements of the
Company   include  the  accounts  of  its   wholly-owned   direct  and  indirect
subsidiaries.  All significant  intercompany accounts and transactions have been
eliminated in consolidation.


                                      F-8


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)   Significant Accounting Policies (Continued)

Foreign Currency - The Company  headquarters and principal  business  operations
are located in England.  Although  most  purchase  contracts  for  aluminum  are
denominated in U.S. dollars, all other expenses and all revenues are denominated
in UK Pound  Sterling.  As such,  management has determined  that the functional
currency for financial reporting purposes is the UK Pound Sterling.  Translation
into U.S.  dollars has been  accomplished  in the following  manner:  assets and
liabilities  using  the  exchange  rates in effect at the  balance  sheet  date,
stockholders  equity at historical  rates,  and results of  operations  and cash
flows at the average  exchange  rates during the period.  The effect of exchange
rate changes is reflected as a separate component of stockholders' equity.

Use of Estimates - The  preparation  of the  financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  and disclosures of assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the periods  reported.  Actual  results could differ from those
estimates.

Cash and Cash  Equivalents  - The  Company  considers  all  highly  liquid  debt
securities  purchased  with an original  maturity of three  months or less to be
cash equivalents.

Inventories  -  Inventories  consist  primarily  of raw  materials  (principally
aluminum billets,  extrusions and bar stock) and work in process/finished goods,
(aluminum extrusions and machined parts). Inventories are stated at the lower of
cost (first-in, first-out method) or market. Inventories consist of:

                                                           December 31,
                                                                2004

Raw Materials                                                 $ 1,255
Work in Process and Finished Goods                              1,153
                                                            ---------

  Totals                                                      $ 2,408
  ======                                                    =========

Income Taxes - The Company accounts for income taxes under the liability method,
whereby current and deferred tax assets and liabilities are determined  based on
tax rates and laws  enacted as of the balance  sheet date.  Deferred tax expense
(benefit)  represents  the change in the deferred tax  asset/liability  balance.

Property,  Plant and  Equipment  -  Property  and  equipment  is stated at cost.
Depreciation  is  computed  principally  using  the  straight-line  method.  The
estimated useful lives are:

Buildings and Improvements               50 Years
Equipment, Furniture and Fixtures        3 to 15 Years
Vehicles                                 3 to 5 Years

Expenditures  for  maintenance  and repairs  that do not  materially  extend the
useful  lives of property,  plant and  equipment  are charged to earnings.  When
property or  equipment  is sold or  otherwise  disposed of, the cost and related
accumulated  depreciation  are removed  from the  respective  accounts  with the
resulting  gain or loss  reflected in earnings.  Property,  plant and  equipment
consist of the following:


                                      F-9


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)   Significant Accounting Policies (continued)

                                                            December 31,
                                                                2004

Land, Buildings and Improvements                              $ 2,521
Equipment, Furniture and Fixtures                              12,214
Vehicles                                                           66
                                                                   --

Totals                                                         14,801
Less Accumulated Depreciation                                  (8,572)
                                                            ----------

  Property, Plant and Equipment - Net                       $   6,229
  ===================================                       =========

Depreciation  expense was $1,100 for the year ended December 31, 2004,  $111 for
the period ended December 31, 2003, and $657 for the period from January 1, 2003
to October 20, 2003.

Intangible Assets - Customer lists are the sole intangible asset of the Company.
These are recorded at cost and are amortized utilizing the straight-line  method
over a period of 5 years.  The customer  lists were  recorded at a value of $606
and there was $80 of  amortization  expense  during the year ended  December 31,
2004 with none prior. When changing circumstances warrant, the Company evaluates
the  carrying  value and the period of  amortization  based on the  current  and
expected future  undiscounted  cash flows from operations to determine whether a
revised estimate of carrying value or useful life is required.

Year ended
December 31,                             Total
------------                             -----
   2005                                  $129
   2006                                   129
   2007                                   129
   2008                                   129
   Thereafter                              10
                                         ----
   Total                                 $526
                                         ====

The Company  assesses  intangible  assets for impairment on a periodic basis and
more  frequently  when  circumstances  warrant.  No impairment has been recorded
during the periods presented.

Revenue  Recognition  - The  Company  recognizes  revenue  after its  product is
shipped and collectability is reasonably assured.

Net Revenues - Net revenues  include the amounts charged for products shipped to
customers,  plus  recoveries of the freight charges to ship the product from the
manufacturing facility to the customer.

Cost of Sales - Cost of sales includes the direct cost of the product, including
material,  labor,  overhead,  depreciation  and the freight  charges to ship the
product to the customer.

Selling,   General   and   Administrative   Expenses  -  Selling   general   and
administrative  expenses  include costs for  administrative  and sales  employee
wages, benefits, legal, accounting and consulting services and other general and
administrative costs.

Impairment of Long-Lived  Assets - The Company reviews its long-lived assets for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of an asset may not be  recoverable.  When  such  factors  and
circumstances  exist,  the projected  undiscounted  future cash flows associated
with the  future use and  disposal  of the  related  asset or group of assets is
compared to their respective carrying amounts.  Impairment,  if any, is measured
as the excess of the carrying amount over the fair value,  based on market value
when  available,  or  discounted  expected  cash flows,  of those  assets and is
recorded in the period in which the determination is made.

                                      F-10


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)   Significant Accounting Policies (continued)

Fair Value of Financial Instruments - The Company adopted Statement of Financial
Accounting Standards ("SFAS") No.107,  "Disclosure about Fair Value of Financial
Instruments,"  which requires  disclosing fair value, to the extent practicable,
for financial  instruments  which are recognized or  unrecognized in the balance
sheet.  The fair  value of the  financial  instruments  disclosed  herein is not
necessarily  representative of the amount that could be realized or settled, nor
does the fair value  amount  consider the tax  consequences  of  realization  or
settlement.

In assessing the fair value of these financial  instruments,  the Company used a
variety of methods  and  assumptions,  which were based on  estimates  of market
conditions and risks existing at that time. For certain  instruments,  including
cash and cash  equivalents,  related party and trade and notes  payable,  it was
assumed that the  carrying  amount  approximated  fair value for the majority of
these instruments because of their short maturities.

The fair  value of  long-term  debt is based  upon  current  rates at which  the
Company  could borrow funds with similar  remaining  maturities.  It was assumed
that the carrying amount approximated fair value for these instruments.

Research  and  Development  Costs - The  Company  does not have a  research  and
development department.  The development activity generally relates to designing
new products, which is principally done by employees with general administrative
or other  operating  responsibility.  As such,  the Company does not  separately
account for such costs. However,  management believes the total amounts expended
on  these  activities  are not  significant.  All such  costs  are  expensed  as
incurred.

Advertising - The Company expenses  advertising  costs as incurred.  Advertising
expenses were approximately $15 for the year ended December 31, 2004, $2 for the
period from October 20, 2003 to December  31,  2003,  and $6 for the period from
January 1, 2003 to October 19, 2003.

Stock-Based Compensation - We account for stock-based compensation utilizing the
intrinsic   value  method  in  accordance  with  the  provisions  of  Accounting
Principles  Board  Opinion  No. 25 (APB  25),  "Accounting  for Stock  Issued to
Employees" and related Interpretations.  Accordingly, no compensation expense is
recognized  because the exercise prices of these employee stock options equal or
exceed the estimated fair market value of the  underlying  stock on the dates of
grant.

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of Financial  Accounting  Standards  ("SFAS") No. 123R,  "Share-Based
Payment".  SFAS No. 123R is a revision of SFAS No.  123,  "Accounting  for Stock
Based  Compensation",  and  supersedes  APB 25.  Among  other  items,  SFAS 123R
eliminates the use of APB 25 and the intrinsic  value method of accounting,  and
requires  companies  to  recognize  the cost of  employee  services  received in
exchange for awards of equity instruments, based on the grant date fair value of
those awards,  in the financial  statements.  The effective date of SFAS 123R is
the first reporting  period  beginning  after December 15, 2005,  although early
adoption is allowed.  SFAS 123R  requires  companies  to adopt its  requirements
using a "modified  prospective" method. Under the "modified prospective" method,
compensation cost is recognized in the financial  statements  beginning with the
effective  date,  based on the  requirements  of SFAS  123R for all  share-based
payments  granted after that date, and based on the requirements of SFAS 123 for
all  unvested  awards  granted  prior to the  effective  date of SFAS 123R.  The
"modified  retrospective"  method also  permits  entities  to restate  financial
statements of previous periods based on proforma  disclosures made in accordance
with SFAS 123.

We currently  utilize a standard option pricing model (i.e.,  Black-Scholes)  to
measure the fair value of stock options  granted to  employees.  While SFAS 123R
permits  entities to continue to use such a model, the standard also permits the
use of a "lattice"  model. We have not yet determined which model we will use to
measure the fair value of employee stock options upon the adoption of SFAS 123R.

SFAS 123R also requires that the benefits  associated with the tax deductions in
excess of  recognized  compensation  cost be reported as a financing  cash flow,
rather than as an operating cash flow as required under current  literature.  We
have not yet  determined  what effect,  if any,  this change will have on future
periods.

                                      F-11


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(3)   Significant Accounting Policies (continued)

We currently expect to adopt SFAS 123R effective  January 1, 2006;  however,  we
have not yet determined  which of the  aforementioned  adoption  methods we will
use.

Earnings  (Loss)  Per Share - Basic  earnings  (loss) per share is  computed  by
dividing  net  income  (loss) by the  weighted-average  number of common  shares
outstanding for the period. Diluted earnings (loss) per share is computed giving
effect to all  potentially  dilutive  common  stock.  There were no  potentially
dilutive  items  for  the  periods   presented.   The  weighted  average  shares
outstanding  were  2,339,625 for the year ended  December 31, 2004 and 2,295,000
for the other periods presented, including the Predecessor Company.

Recent Accounting Pronouncements - In October 2004, the FASB issued SFAS No. 151
"Inventory Costs - an amendment of ARB No. 43, Chapter 4." This Statement amends
the  guidance  in ARB No. 43,  Chapter 4,  "Inventory  Pricing,"  to clarify the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs, and wasted material (spoilage).  This Statement requires that those items
be  recognized  as  current-period  charges  regardless of whether they meet the
criterion of "so abnormal." In addition,  this Statement requires the allocation
of fixed production  overheads to the costs of conversion be based on the normal
capacity  of the  production  facilities.  Adoption  of  this  Statement  is not
expected to have a material impact on our financial statements.

In  November  2004,  the FASB issued  SFAS No. 152  "Accounting  for Real Estate
Time-Sharing  Transactions - An amendment of SFAS No. 66 and 67." This Statement
amends SFAS No. 66.  "Accounting  for Sales of Real  Estate," to  reference  the
financial  accounting  and  reporting  guidance  for  real  estate  time-sharing
transactions  that is  provided  in AICPA  Statement  of  Position  (SOP)  04-2,
"Accounting  for Real Estate  Time-Sharing  Transactions."  This  Statement also
amends SFAS No. 67,  "Accounting for Costs and Initial Rental Operations of Real
Estate  Projects," to state the guidance for (a) incidental  costs and (b) costs
incurred to sell real estate projects does not apply to real estate time-sharing
transactions.  The  accounting  for those  operations  and costs is  subject  to
guidance in SOP 04-2.  SFAS No. 152 is effective  for financial  statements  for
fiscal years  beginning  after June 15, 2005.  Adoption of this Statement is not
expected to have a material impact on our financial statements.

Recent Accounting Pronouncements (Continued) - In November 2004, the FASB issued
SFAS No. 153,  "Exchanges of Nonmonetary  Assets - an amendment to APBO No. 29."
This  Statement  amends  APBO 29 to  eliminate  the  exception  for  nonmonetary
exchanges of similar  productive assets and replaces it with a general exception
for exchanges of nonmonetary  assets that do not have  commercial  substance.  A
nonmonetary  exchange has  commercial  substance if the future cash flows of the
entity are expected to change significantly as a result of the exchange. This is
effective for fiscal  periods  beginning  after June 15, 2005.  Adoption of this
Statement is not expected to have a material impact on our financial statements.



(4)   Going Concern

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted  accounting  principles which contemplate the continuation of
the  Company as a going  concern and  realization  of assets and  settlement  of
liabilities and commitments in the normal course of business. For the year ended
December 31, 2004, the Company has a net loss of approximately $2,290, a working
capital  deficiency  of  approximately  $4,179  and an  accumulated  deficit  of
approximately  $2,454.  These  conditions  raise  substantial  doubt  about  the
Company's  ability to continue as a going  concern.  Management  plans to secure
additional financing through the following actions:

      o     In February  2005 we moved Adal  Engineering's  accounts  receivable
            revolving  credit  facility  from the existing bank to the same bank
            used  by  Adal  Seco.  This  move  provided  an  additional  $170 of
            availability  due  to an  improved  advance  rate  against  eligible
            accounts receivable.

      o     The bank holding the  mortgage on the Witham  facility has agreed to
            refinance the loan and allow us to increase our borrowings to 75% of
            the current  appraised  value of the  property.  This will  generate
            incremental  funding of approximately  $300 and is expected to close
            in late April 2005.

(4)   Going Concern (Continued)

      o     We have  established  a credit  agreement  with a bank  based on the
            finished   goods   inventory  at  Adal  Seco,   which  will  provide
            approximately  $320 of cash  availability.  Funding is  expected  to
            close by the end of April 2005.

      o     Two  directors  of the Company  have agreed to lend the Company $150
            each for a total of $300. These loans are expected to be in place in
            May 2005.

                                      F-12


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      o     On April 8, 2005,  the Company and the Keating  Reverse Merger Fund,
            LLC  agree  to amend  their  Exchange  Agreement  to  terminate  the
            anti-dilution  provision.  As consideration for this termination the
            Company  agreed to issue  125,000  shares of its Common Stock to the
            Keating Reverse Merger Fund, LLC.

      o     On April 11, 2005 the investment  committee of an investment company
            approved a term sheet, subject to completion of final due diligence,
            to provide $3,000 in funding through a three year  convertible  loan
            facility.  The first  $1,000 of funds is  expected to be received in
            May 2005, and can be used for any purpose.  The remaining  $2,000 is
            reserved for use in future acquisitions.

The  above  actions  are  expected  to  provide  additional  cash  resources  of
approximately  $2,090 in the first half of 2005.  Management  believes that this
additional  cash will be  adequate  to  sustain  operations  until  the  Company
generates sufficient cash flows from operations.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

(5)   Acquisitions

On October 20, 2003, the Company purchased all of the outstanding  shares of the
Predecessor  Company  through  its  wholly-owned  AAI  subsidiary,  for  cash of
approximately $3.9 million, including acquisition costs of approximately $3,900.
Accordingly,  the  results  of  operations  of Adal  Seco  are  included  in the
consolidated  financial  statements of the Company from the date of acquisition.
Because  the  total  purchase  price  was less  than  the net book  value of the
Predecessor  Company,  no  allocation  of the purchase  price was made,  and the
amount  paid  below  net book  value of  approximately  $913 was  recorded  as a
reduction to land, buildings and improvements.

On January 31, 2004,  the Company  purchased  all of the  outstanding  shares of
W.H.J. Fagg & Son Ltd.  ("Fagg") through its wholly-owned AAI subsidiary,  for a
total investment of approximately $1,400 including  transaction related costs of
$64.  Payment  was made in the form of cash of $739 and  notes in the  amount of
$675.  Fagg was  subsequently  renamed Adal  Engineering.  Engineering  provides
precision  engineering,  tool making and volume  production of machined aluminum
components   principally  for  the  automotive  industry.  The  engineering  and
machining  capabilities  of  Engineering  are  complementary  to  the  extrusion
business of Seco.  The investment in excess of the net book value of Engineering
has been  allocated to intangible  assets,  representing  the value  assigned to
Engineering's  customer list,  and is being  amortized over five years using the
straight-line  method.  The results of operations of Engineering are included in
the consolidated financial statements of the Company beginning February 1, 2004.

The  following  condensed  balance sheet  information  has been derived from the
audited balance sheet of Engineering as of January 31, 2004.


                                      F-13


ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(5)   Acquisitions (Continued)

The assets  acquired  including  the cost in excess of net assets  acquired  and
liabilities assumed in the acquisition of Engineering are as follows:

  Tangible Assets acquired at Fair Value                    $  2,725
  Cost in excess of net assets acquired (customer lists)         606
  Liabilities Assumed at Fair Value                           (1,917)
                                                            --------

  Total Purchase Price                                      $     --
                                                            $  1,414
                                                            ========

Selected  unaudited  proforma  combined results of operations for the year ended
December  31,  2003,  assuming  that the  Predecessor  Company  and  Engineering
acquisitions occurred on January 1, 2003, including activity subsequent to their
actual acquisitions is as follows:

                                                            Year Ended
                                                             December
                                                                2003
Net Sales:
  Predecessor Company and the Company from Inception         $21,308
  Engineering                                                  5,034
                                                               -----

  Combined                                                   $26,342

Net Income:
  Predecessor Company and the Company from Inception         $  (108)
  Engineering                                                   (155)

  Combined                                                   $  (263)

(6)   Related Party Transactions

During the year ended  December 31, 2004, the Company leased office space from a
Director  on a  month-to-month  basis.  The total of such  rental  expenses  was
approximately  $9 during the year  ended  December  31,  2004 with no expense in
other  periods.  This rent was included as a component  of selling,  general and
administrative expense.

On October 28, 2004,  the Company  entered into a financial  advisory  agreement
with an entity  related to a former  director of the Company who is also a major
shareholder.  A fee of $190 was accrued related to this agreement,  of which $70
was paid through December 31, 2004.


                                      F-14


(7)   Concentrations

(A)   Concentration  of Credit  Risk - Financial  instruments  that  potentially
subject  the  Company to  significant  concentrations  of credit  risk  consists
principally of cash and cash equivalents and accounts receivable.

The Company and its  subsidiaries  maintain  their cash and cash  equivalents in
accounts with two major financial  institutions  in England and,  principally in
the form of demand  deposit  accounts.  Deposits  in these  banks may exceed the
amounts of insurance provided on such deposits.  The Company has not experienced
any losses on its deposits of cash and cash equivalents.

The Company  believes  that the  concentration  of credit  risk in its  accounts
receivables  is  substantially  mitigated by the Company's  evaluation  process,
relatively  short collection  terms, the high level of credit  worthiness of its
customers  and in the case of Seco the  purchase  of  credit  insurance  for its
accounts  receivable.  The Company  performs  ongoing credit  evaluations of its
customers' financial condition, but generally requires no collateral. Management
has entered into an insurance  agreement to guarantee  certain customer accounts
receivable  balances  up  to  specified  limits  as  defined  in  the  insurance
agreement.  For those  customer not covered  under the  insurance  agreement the
Company often  requires the customer to prepay for goods as a condition of sale.
The Company records an allowance for doubtful  accounts specific to the accounts
receivable balances  outstanding based upon the results of its evaluation of its
customers'  financial  condition and consideration of the insured balance. As of
December 31, 2004 the Company determined that no allowance for doubtful accounts
was required. Historically, the Company has recorded an immaterial amount of bad
debt write-offs.

(B)   Concentration of Sources of Labor - Approximately  50% of the employees of
Seco, an indirect  subsidiary of the Company are members of a trade union.  Seco
is not a party to any  collective  bargaining  agreement  with this trade union.
Management believes that it has a good relationship with its employees.

C)    Concentration  of Sources of Materials - Seco purchases  aluminum  billets
from five  smelters.  Though these  billets are commonly  used by  extruders,  a
disruption in the supply from these smelters could cause production  delays or a
material  increase in  production  costs.  The Company has entered  into forward
supply contracts with these smelters to minimize such risk [See Note 6].

(8)   Commitments and Contingencies

Operating  Leases - The Company  leases  various  vehicles and  equipment  under
operating  leases.  Rent expense for such vehicles and equipment was $68 for the
year ended  December  31,  2004,  $10 for the period  from  October  20, 2003 to
December  31,  2003,  and $24 for the period from January 1, 2003 to October 19,
2003.

Future minimum lease payments under operating leases at December 31, 2003 are as
follows:

Years Ending
December 31,                            Amount
------------                            ------
   2004                                 $  49
   2005                                    42
   2006                                    33
   2007                                    13
   Thereafter                               1
   Total                                $ 138
                                        =====

Purchase Contracts - Adal Seco, an indirect subsidiary of the Company,  requires
a supply of aluminum billets as raw materials for its production process. Though
these  billets  are  generally  available  on the open  market,  the Company has
entered  into  purchase  contracts  with five  smelters  to reduce the risk of a
disruption in supply.  These contracts are for the delivery of billets per month
at an agreed rate for up to twelve months into the future.  Production  cost per
ton is set under an annual master  agreement  with each  smelter.  In advance of
production,  the Company places material orders with the smelter,  at which time
the cost of aluminum is determined.



ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

Production cost per ton is set under an annual master agreement with each
smelter. In advance of production, the Company places material orders with the
smelter, at which time the cost of aluminum is determined.

At December 31, 2004 and December 31, 2003, there were purchase agreements
totaling approximately $3,500 and $829 respectively.

(9) Debt

The Company has a Credit Agreement with a bank that allows the Company to borrow
against customer accounts receivable of Adal Seco, subject to certain
restrictions. Under the terms of the Credit Agreement, the Company may borrow up
to a maximum of $9,600, subject to the availability of eligible customer
receivables. Interest is charged at the rate of 2% above the Base Rate of the
Bank of England for the first $4,000 borrowed and 1.4% above the Base Rate of
the Bank of England for the balance. At December 31, 2004, the Base Rate of the
Bank of England was 4.75%. The Company pays a commitment fee equal to 0.14% of
the eligible accounts receivable, at the time the accounts receivable are
reported to the bank. The amounts outstanding under this agreement are secured
by all of the outstanding accounts receivable of Adal Seco. The term of the
Credit Agreement is open, but can be terminated by either party with 90 days
notice and as such is classified as a component of current liabilities. As of
December 31, 2004, there was $4,955 outstanding under the Credit Agreement. As
of December 31, 2004, the Company had unused borrowing availability of $584.

The Company also has a Credit Agreement with another bank that allows the
Company to borrow against customer accounts receivable of Adal Engineering,
subject to certain restrictions. Under the terms of the Credit Agreement, the
Company may borrow up to a maximum of $770, subject to the availability of
eligible customer receivables. Interest is charged at the rate of 2.20% above
the Base Rate of the Bank of England (6.95% at December 31, 2004). The Company
pays a commitment fee equal to 0.50% of the eligible accounts receivable, at the
time the accounts receivable are reported to the bank. The amounts outstanding
under this agreement are secured by all of the outstanding accounts receivable
of Adal Engineering. The term of the Credit Agreement is open, but can be
terminated by either party with 90 days notice and as such is classified as a
component of current liabilities. As of December 31, 2004, there was $393
outstanding under the Credit Agreement. As of December 31, 2004, the Company had
unused borrowing availability of $166.

As of December 31, 2004, the weighted average interest rate for the credit
agreements was 6.49%.

The Company has an overdraft agreement with a bank that allows the Company to
borrow up to $1,000. As of December 31, 2004, there was $700 outstanding under
the agreement. The proceeds are to be used to finance building reconstruction
and will be converted into a mortgage upon completion of the construction. The
outstanding balance bears interest at 1.5% above the Base Rate of the Bank of
England (6.25% at December 31, 2004). The loan is secured by a lien on the
Company's real estate, including land, buildings and improvements of the
facilities located in Witham, England. These amounts are classified as a
component of short term liabilities.

In connection with the acquisition of Adal Engineering in January 2004, the
Company issued notes payable to the former owners in the original amount of
approximately $675. The notes did not bear interest and were paid in full in
November 2004.

Long-term debt consisted of the following at December 31, 2004:

                                                              December 31,
                                                              ------------
                                                                  2004
                                                                  ----

Mortgage Loan, 6.435% Due January 2019                        $    3,670
Machinery and Equipment Loans                                      1,200
                                                              ------------
Total Long-Term Debt                                               4,870
Less: Amounts Due Within One Year                                   (595)
                                                              ------------

  Long-Term Portion                                           $    4,275
                                                              ============

                                      F-16



ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

(9) Debt (continued)

The mortgage loan is secured by the real estate, including land, buildings and
improvements of the facilities located in Witham, England, and has a 15 year
term. The interest rate on the mortgage is fixed for five years, after which
time the Company has the option to accept a fixed rate based upon the then
market rates or accept a variable rate at the Bank of England Base Rate plus
1.5%.

The machinery and equipment loans are secured by certain machinery and equipment
of Engineering. The agreements range from 3 to 5 years with interest ranging
between 5% and 8%.

Following are the principal amounts due under long-term debt as of December 31,
2004 by fiscal year:

Years Ending
December 31,                                               Amount

    2005                                                 $       595
    2006                                                         513
    2007                                                         386
    2008                                                         337
    2009                                                         264
    Thereafter                                                 2,775
                                                         -----------
    Total                                                $     4,870
                                                         -----------

(10)Common Stock

The Company has 100,000,000 shares of common stock authorized and 2,550,000
shares issued and outstanding as of December 31, 2004. The Company does not have
any equity incentive plans or other stock based compensation plans. There are no
outstanding warrants for the purchase of common stock.

(11) Income Taxes

A reconciliation between the Company's effective tax rate and the U.S. statutory
rate is as follows:



                                                                                                       Predecessor
                                                                      Adal Group Inc.                     Company
                                                        ---------------------------------------      ----------------
                                                                                   October 20,           January 1,
                                                             Year Ended              2003 to               2003 to
                                                            December 31,           December 31,          October 19,
                                                                2004                   2003                 2003
                                                        ---------------------------------------      ----------------
                                                                                            
U.S. statutory rate applied to
   income from continuing operations before  taxes                  35%                     35%                   35%

Differential arising from:

   Foreign operations                                               (5%)                    (5%)                  (5%)

   Other Permanent Differences                                      --                      18%                   22%

   Utilization of Net Operating Loss Carryforwards                 (30%)                   (30%)                 (30%)
                                                                    --                      --                    --

Effective Rate                                          $           --%        $           (18%)     $            22%
                                                        ===============        ================      ================


                                      F-17



ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

(11) Income Taxes (continued)
--------------------------------------------------------------------------------

Foreign operations comprised substantially all operations for fiscal 2004 and
2003. The provision (benefit) from income taxes shown in the consolidated
statements of operations consists of the following:




                                                           Adal Group Inc.                   Predecessor
                                                -----------------------------------            Company
                                                                        October 20,           January 1,
                                                   Year Ended             2003 to               2003 to
                                                  December 31,          December 31,          October 19,
                                                      2004                  2003                  2003
                                                -------------        --------------          ------------
                                                                                    
Current Provision

Federal                                         $          --        $           --          $         --

Foreign                                                    --                   (54)                  165

State                                                      --                    --                    --

                                                -------------        --------------          ------------
Total                                           $          --        $          (54)         $        165
                                                -------------        --------------          ------------
Deferred Provision

Federal                                         $          --        $           --          $         --

Foreign                                                    (3)                   18                   (45)

State                                                      --                    --                    --

                                                -------------        --------------          ------------
Total                                           $          (3)       $           18          $        (45)
                                                =============        ==============          ============
Grand Total                                     $          (3)       $          (36)         $        120
                                                =============        ==============          ============


Deferred Income taxes at December 31, 2004 consisted of the following:

                                                 Year Ended
                                                December 31,
                                                    2004
                                                -------------
Current Deferred Tax Asset:

Net Operating Loss Carryforward                  $        259

Valuation Reserve                                        (222)

Total                                            $         37

Non-Current Deferred Tax Liability:

Depreciation and Amortization                    $        (99)
                                                 ============

Tax benefits of operating loss carryforwards are evaluated on an ongoing basis,
including a review of historical and projected future operating results, the
eligible carryforward period, and other circumstances. Management believes that
it is more likely than not that the deferred tax assets will be realized. During
fiscal 2004 the Company had no current tax liability due to current period
losses, foreign tax adjustments and utilization of net operating loss
carryforwards. Management has recorded a valuation allowance on available net
operating losses to adjust the deferred tax asset to an amount that is more
likely than not to be realizable.

                                      F-18



ADAL GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

(12) Retirement Plans

The Company has defined contribution plans covering certain employees. The
Company's annual contribution to the defined contribution plans is based on the
matching of employee minimum contributions up to 2% of annual salary and
amounted to $82 for the year ended December 31, 2004, $13 for the period from
October 20, 2003 to December 31, 2003, and, $50 for the period from January 1,
2003 to October 19, 2003.

(13) Subsequent Events

On February 7, 2005, the Company purchased all of the outstanding shares of
Guilform Holdings Ltd. ("Guilform"), for a total investment of $2,625. Payment
was made in the form of cash of $600 and notes in the amount of $375 and $1,650
from the issuance of 300,000 shares of the Company's common stock. Guilform
makes aluminum-based products for use in architecture, notably metal cladding
panels and composite panels which provide thermal and acoustic insulation and
fire protection.

The following condensed balance sheet information has been derived from the
audited balance sheet of Guilform as of December 31, 2004.

The assets acquired and liabilities assumed in the acquisition of Guilform are
as follows:

Tangible Assets acquired at Fair Value                          $ 3,942
Cost in excess of net assets acquired                               914
Liabilities Assumed at Fair Value                                (2,231)
                                                               ---------
  Total Purchase Price                                             2,625
                                                               =========

Selected unaudited pro-forma combined results of operations for the years ended
December 31, 2004, assuming that the Predecessor Company and Engineering
acquisitions occurred on January 1, 2004, including activity subsequent to their
actual acquisitions is as follows:

                                                    Year Ended
                                                December 31, 2004
                                          (In thousands of U.S. dollars)
                                          ------------------------------

Net Sales:
  Company                                              $ 29,228
  Guilform (Year ended September 30, 2004)                4,141
                                                  -------------
  Combined                                             $ 33,369
                                                  =============
Net Income:
  Company                                              $ (2,290)
  Guilform  (Year ended September 30, 2004)                (384)
                                                  -------------
  Combined                                             $ (2,674)
                                                  =============

In February of 2005, the Company issued 10,000 shares of common stock to its
independent Directors as compensation for their efforts on behalf of the
Company.

In February of 2005 the Company issued 1 share of stock to resolve a dispute.

In February of 2005 the Company refinanced the secured credit agreement of Adal
Engineering. As the result of this refinance, the credit terms for Engineering
are substantially similar to those of the Adal Seco secured credit agreement.

                                      F-19



                        1,001,892 Shares of Common Stock

                                ADAL GROUP, INC.

                                   PROSPECTUS


                              _______________, 2005

Until __________, 2005 (90 days after the date of this Prospectus), all dealers
effecting transactions in the registered securities, whether or not
participating in this distribution, may be required to deliver a Prospectus.
This delivery requirement is in addition to the obligations of dealers to
deliver a Prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

                   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

      The estimated expenses payable by the Registrant in connection with the
issuance and distribution of the securities being registered are as follows:

      SEC Registration Fee .......................................      $    560
      Printing and Engraving Expenses ............................      $      0
      Legal Fees and Expenses ....................................      $100,000
      Accounting Fees and Expenses ...............................      $  3,00
                                                                        --------

     Total .................................................            $103,560
                                                                        ========

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

      Section 145 of the Delaware General Corporation Law allows companies to
indemnify their directors and officers against expenses, judgments, fines and
amounts paid in settlement under the conditions and limitations described in the
law.

      The Certificate of Incorporation and By-Laws of the Registrant provide
that the Registrant shall indemnify any person to the full extent permitted by
the Delaware General Corporation Law (the "DGCL"). Section 145 of the DGCL,
relating to indemnification, is hereby incorporated herein by reference. We
maintain Directors' and Officers' Insurance, under which the insurer will pay
the loss of each of our directors and officers arising from any claim made
against such directors and officers for actual or alleged wrongful act except
and to the extent that we have indemnified such director or officer.

      The Registrant maintains Directors' and Officers' Insurance, under which
the insurer will pay the loss of each of our directors and officers arising from
any claim made against such directors and officers for actual or alleged
wrongful act except and to the extent that the Registrant has indemnified such
director or officer.

                     RECENT SALES OF UNREGISTERED SECURITIES

      The following sale of unregistered securities of the Company was made in
reliance upon the exemption from registration under Section 4(2) of the
Securities Act of 1933, as amended, and/or, Rule 506 of Regulation D or
Regulation S, promulgated under the Securities Act. The Company did not use
underwriters.

      On October 28, 2004 (the "Closing"), Sunningdale, Inc., a Delaware
corporation ("Company") consummated the transactions contemplated by that
certain Share Exchange Agreement ("Exchange Agreement"), dated September
22,2004, by and among the Company, Advanced Aluminium Group Limited ("AAG"), the
stockholders of AAG, and Keating Reverse Merger Fund, LLC ("KRM Fund"). Pursuant
to the terms of the Exchange Agreement, the Company acquired all of the
outstanding capital stock of AAG in exchange for the Company's issuance to the
AAG stockholders of 2,295,000 shares of the Company's common stock. The issuance
of the Company's shares of common stock to AAG's stockholders was exempt from
registration under the Securities Act of 1933, as amended ("Securities Act")
pursuant to Section 4(2) thereof.



                                    EXHIBITS

Exhibit
Number         Description
--------------------------------------------------------------------------------
2.1         Share Exchange Agreement, by and among the Registrant., the
            stockholders of Advanced Aluminium Group, Ltd., Advanced Aluminium
            Group, Ltd. and the Keating Reverse Merger Fund, dated September 22,
            2004 (1)
2.2         Financial Advisory Agreement, by and between the Registrant and
            Keating Securities, LLC. dated October 28, 2004 (2)
2.3         Voting Agreement, by and among the Registrant, the Keating Reverse
            Merger Fund, LLC and the Stockholders of Advanced Aluminium Group,
            Ltd., dated October 28, 2004 (2)
2.4         Share Sale and Purchase Agreement Relating to Guilform Holding
            Limited, between Keith Malcolm Broome and the Registrant, dated
            February 7, 2005 (3)
3.1         Certificate of Incorporation, as amended (4)
3.2         By-laws  (5)
4.1         Specimen Stock Certificate*
4.2         Form of Securities Purchase Agreement, , by and between the
            Registrant and Laurus Master Fund LTD., dated June 29, 2005 (6) 
4.3         Form of Secured Convertible Term Note, dated June 29, 2005 (6)
4.4         Form of Common Stock Purchase Warrant, dated June 29, 2005 (6)
4.5         Form of Option, dated June 29, 2005  (6)
5           Legal Opinion of Loeb & Loeb LLP
14          Code of Ethics (5)
21          Subsidiaries of the Registrant(4)
23.1        Consent of Moore Stephens P.C.*
23.2        Consent of Loeb & Loeb LLP (included in the opinion filed as
            Exhibit 5)
24          Power of Attorney (included on signature page to Registration
            Statement)*

----------------------
* Filed herewith.

(1)   Incorporated by reference to the Registrant's Current Report on Form 8-K
      filed with the SEC on September 22, 2004.

(2)   Incorporated by reference to the Registrant's Current Report on Form 8-K
      filed with the SEC on October 28, 2004.

(3)   Incorporated by reference to the Registrant's Current Report on Form 8-K
      filed with the SEC on February 11, 2005.

(4)   Incorporated by reference to the Registrant's Annual Report on Form 10-KSB
      filed with the SEC on April 15, 2005.

(5)   Incorporated by reference to the Registrant's Quarterly Report on Form
      10-QSB filed with the SEC on February 14, 1997. 

(6)   Incorporated by reference to the  Registrant's  Current Report on Form 8-K
      filed with the SEC on July 6, 2005.



                                  UNDERTAKINGS

      Undertaking Required by Item 512 of Regulation S-B.

(a)   The undersigned registrant hereby undertakes:

      (1) To file, during any period in which it offers or sells securities, a
post-effective amendment to this Registration Statement to:

            (i) include any prospectus required by Section 10(a)(3) of the
      Securities Act;

            (ii) reflect in the prospectus any facts or events which,
      individually or together, represent a fundamental change in the
      information in the Registration Statement. Notwithstanding the foregoing,
      any increase or decrease in volume of securities offered (if the total
      dollar value of securities offered would not exceed that which was
      registered) and any deviation from the low or high end of the estimated
      maximum offering range may be reflected in the form of prospectus filed
      with the Commission pursuant to Rule 424(b) if, in the aggregate, the
      changes in volume and price represent no more 20 percent change in the
      maximum aggregate offering price set forth in the "Calculation of
      Registration Fee" table in the effective Registration Statement;

            (iii) include any material information with respect to the plan of
      distribution not previously disclosed in the Registration Statement or any
      material change to such information in the registration statement;

            Provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) of this
      section do not apply if the Registration Statement is on Form S-3, Form
      S-8 or Form F-3, and the information required to be included in a
      post-effective amendment by those paragraphs is contained in periodic
      reports filed with or furnished to the Commission by the registrant
      pursuant to section 13 or section 15(d) of the Securities Exchange Act of
      1934 that are incorporated by reference in the Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 hereof or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



                                   SIGNATURES

         In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Form SB-2 and has authorized this
Registration Statement on Form SB-2 to be signed on its behalf by the
undersigned in the City of Lingfield, Surrey, England, on August 12, 2005.

                               ADAL GROUP, INC.

                               By: /s/ Nicholas Shrager
                               ---------------------------
                               Name:   Nicholas Shrager
                               Title:  Chief Executive Officer and President

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Nicholas Shrager and Stephen Goodacre,
and each of them (with full power of each to act alone), severally, as his or
her true and lawful attorneys-in-fact and agent, with full power of substitution
and resubstitution, for him or her and in his or her name, place, and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments, exhibits thereto and other documents in connection therewith) to
this Registration Statement and any subsequent registration statement filed by
the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, which relates to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agent, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:




        Signature                                    Title                               Date
----------------------------------   -------------------------------------------  ------------------------
                                                                            
/s/ Nicholas Shrager  
----------------------------------   Chairman, Chief Executive Officer and        August 12, 2005
Nicholas Shrager                     President

/s/ Stephen B. Goodacre
----------------------------------
Stephen B. Goodacre                  Chief Financial Officer                      August 12, 2005

/s/ Charles K. Howe
----------------------------------
Charles K. Howe                      Executive Vice President and Director        August 12, 2005

/s/ Brian Alleman
----------------------------------
Brian Alleman                        Director                                     August 12, 2005

/s/ John Sanderson                       
----------------------------------
John Sanderson                       Director                                     August 12, 2005


----------------------------------
Keith Broome                         Director                                     August __, 2005