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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
001 09431
CUSIP NUMBER
005473 10 3
(Check One): |X|Form 10-K |_| Form 20-F |_|Form 11-K |_| Form 10-Q
|_|Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2004
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing
form. Please Print or Type. Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
AdAl Group, Inc.
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Former Name if Applicable
Sunningdale, Inc.
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Address of Principal Executive Office (Street and Number)
Billhurst Studio, P.O. Box 177, Lingfield Common Road,
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City, State and Zip Code
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Lingfield Surrey RH7 6B7 United Kingdom
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From
|X| N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F,
11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
The Annual Report of AdAl Group, Inc. (the "Company") on Form 10-KSB
could not be filed within the prescribed time period because the audit of the
Company's financial statements was not complete. As a result, the Company could
not solicit and obtain the necessary review of the Form 10-KSB and signature
thereto in a timely fashion prior to the due date of the report.
PART IV
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mitchell S. Nussbaum, Esq. 212 407-4159
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s). |X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? |X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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AdAl Group, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date : March 28, 2005 By: /s/ Nicholas A. Shrager
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Name: Nicholas A. Shrager
Title: President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).
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PART IV.
OTHER INFORMATION
On October 28, 2004, the Company completed a share exchange (the
"Exchange") with the stockholders of Advanced Aluminium Group, Ltd. ("AAG"),
pursuant to the terms of a Share Exchange Agreement, dated as of September 22,
2004. In the Exchange, the Company acquired all of the issued and outstanding
stock of AAG from its shareholders. As a result of this stock acquisition, AAG
became a wholly owned subsidiary of the Company. The shares of AAG stock
represents the Company's most significant asset. AAG conducts its business
operations in the United Kingdom and generates revenue from such operations.
Prior to this acquisition, the Company had minimal cash and had not developed
any income-generating assets. For the fiscal year ended December 31, 2004, the
Company will be consolidating its financial statements with its wholly-owned
subsidiary, AAG, which will result in a significant change to the Company's
earnings statement as compared to the corresponding period in the last fiscal
year, primarily because the Company did not previously have any revenue.
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
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