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

                                   FORM 10-KSB
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2005

                                       OR

                    [ ] TRANSITION UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                              RADALE IMPORTS, INC.
             (Exact name of registrant as specified in its charter)

  California                           000-49708                     33-0684067
  ----------                           ---------                     ----------
  (state of                    (Commission File Number)            (IRS Employer
incorporation)                                                      I.D. Number)

                                 P. O. Box 1900
                            Rancho Santa Fe, CA 92067
                                 (858) 756-3011
              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)


       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past twelve months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days. Yes [X]
No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $-0-


<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $0, as the stock does not trade.

As of July 12, 2005,  there were  2,138,150  shares of the  Registrant's  Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). None

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


















                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Item 1   Description of Business..........................................     1
         Business Development.............................................     1
         Business of the Company..........................................     1
         Investigation and Selection of Business Opportunities ...........     3
         Form of Acquisition..............................................     6
         Investment Company Act and Other Regulation......................     7
         Competition......................................................     8
         No Rights of Dissenting Shareholders.............................     8
         No Target Candidates for Acquisition.............................     9
         Administrative Offices...........................................     9
         Employees........................................................     9
         Risk Factors.....................................................     9

Item 2   Property........................................................     15

Item 3   Legal Proceedings...............................................     15

Item 4   Submission of Matters to a Vote of Security Holders.............     15

Item 5   Market for Common Equity and Related Stockholder Matters........     15

Item 6   Management's Discussion and Analysis or Plan of Operation.......     16
         Plan of Operation for the Next Twelve Months....................     16
         Off-Balance Sheet Arrangements..................................     17
         Contractual obligations.........................................     18

Item 7   Financial Statements............................................     18

Item 8   Changes In and Disagreements With Accountants on Accounting
                  and Financial Disclosure...............................     31

Item 8A  Controls and Procedures.........................................     31

Item 9   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act............     31
         Compliance with Section 16(a) of the Exchange Act...............     35
         Audit Committee and Audit Committee Financial Expert............     35
         Code of Ethics..................................................     35

Item 10  Executive Compensation..........................................     35
            Stock Options................................................     36
            Employment Contracts.........................................     36



                                      iii
<PAGE>

Item 11  Security Ownership of Certain Beneficial Owners
            and Management...............................................     36

Item 12  Certain Relationships and Related Transactions..................     37

Item 13  Exhibits........................................................     38

Item 14  Principal Accountant Fees and Services..........................     39

Signatures...............................................................     40






















                                       iv

<PAGE>

ITEM 1.  DESCRIPTION OF BUSINESS.

Business Development.
---------------------

         Radale Imports,  Inc. was  incorporated  under the laws of the State of
California  on August 18,  1995,  and is in the  developmental  stage.  From the
period of inception in 1995 through 1998, we were  occupied in  establishing  an
import-export  business between India and the U.S. in the automotive  afterparts
and accessory markets. In 1998 our vice president,  Raj Pujara, died. He was our
contact with India.  We soon learned that we could not proceed with our business
plan  without him. We have no  commercial  operations  today,  have no full-time
employees and own no real estate or other property other than office equipment.

Business of the Company
-----------------------

         Our current business plan is to seek,  investigate,  and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture, or partnership.  We have no capital, and it is unlikely that we will be
able to take advantage of more than one such business opportunity.  We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

         At the present time we have not  identified  any  business  opportunity
that we  plan to  pursue,  nor  have we  reached  any  agreement  or  definitive
understanding  with any person  concerning an acquisition.  We have filed a Form
10-SB on a voluntary basis in order to become a 12(g)  registered  company under
the  Securities  Exchange Act of 1934. As a "reporting  company," we may be more
attractive to a private  acquisition  target because it may thereby be listed to
trade its shares on the OTC Bulletin Board.

         It  is  anticipated  that  our  officers  and  directors  will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of our existence and to determine if
any companies or businesses  they  represent  have an interest in  considering a
merger  or  acquisition  with us.  No  assurance  can be  given  that we will be
successful in finding or acquiring a desirable business opportunity,  given that
no funds are available for  acquisitions,  or that any  acquisition  that occurs
will be on terms that are favorable to us or our stockholders.

         Our search will be directed toward small and  medium-sized  enterprises
which have a desire to become public corporations and which are able to satisfy,
or anticipate in the reasonably  near future being able to satisfy,  the minimum
asset  requirements in order to qualify shares for trading on Nasdaq SmallCap or
a stock exchange (See "Investigation and Selection of Business  Opportunities").
We  anticipate  that  the  business  opportunities  presented  to us will (i) be
recently  organized  with  no  operating   history,   or  a  history  of  losses
attributable  to  under-capitalization  or other factors;  (ii) be  experiencing
financial or operating difficulties;  (iii) be in need of funds to develop a new
product or  service  or to expand  into a new  market;  (iv) be relying  upon an
untested  product  or  marketing  concept;  or  (v)  have a  combination  of the
characteristics  mentioned in (i) through  (iv).  We intend to  concentrate  our



                                       1
<PAGE>

acquisition   efforts  on  properties  or  businesses  that  we  believe  to  be
undervalued.   Given  the  above  factors,  investors  should  expect  that  any
acquisition candidate may have a history of losses or low profitability.

         We do not propose to restrict our search for  investment  opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of our limited resources.  This includes
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  Our
discretion in the selection of business  opportunities is unrestricted,  subject
to the  availability  of such  opportunities,  economic  conditions,  and  other
factors.

         As a consequence of this  registration of our  securities,  any entity,
which has an interest in being  acquired  by, or merging into us, is expected to
be an entity  that  desires to become a public  company  and  establish a public
trading  market  for  its  securities.  In  connection  with  such a  merger  or
acquisition, it is highly likely that an amount of stock constituting control of
us would be issued by us or purchased from our current principal shareholders by
the acquiring  entity or its affiliates.  If stock is purchased from the current
shareholders,  the transaction is very likely to result in substantial  gains to
them relative to their purchase price for such stock.  In our judgment,  none of
our officers and directors  would  thereby  become an  "underwriter"  within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. The sale
of a controlling  interest by certain of our principal  shareholders could occur
at a  time  when  the  other  shareholders  of the  company  remain  subject  to
restrictions on the transfer of their shares.

         Depending upon the nature of the transaction,  the current officers and
directors  of our company may resign  management  positions  with the company in
connection  with  our  acquisition  of a  business  opportunity.  See  "Form  of
Acquisition,"  below,  and "Risk  Factors - The Company - Lack of  Continuity in
Management." In the event of such a resignation,  our current  management  would
not have any control over the conduct of the  company's  business  following our
combination with a business opportunity.

         It  is  anticipated  that  business  opportunities  will  come  to  our
attention from various sources,  including our officers and directors, our other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals.  We have no plans,
understandings,  agreements,  or commitments with any individual for such person
to act as a finder of opportunities for us.

         We do not  foresee  that we would  enter  into a merger or  acquisition
transaction with any business with which our officers or directors are currently
affiliated.  Should we  determine  in the  future,  contrary  to such  foregoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  company  and its  stockholders,  the  company  is in  general
permitted by California law to enter into such a transaction if:

o    The material facts as to the  relationship or interest of the affiliate and
     as to the contract or  transaction  are disclosed or are known to the Board
     of  Directors,  and the Board in good  faith  authorizes  the  contract  or
     transaction  by the  affirmative  vote of a majority  of the  disinterested
     directors,  even though the disinterested  directors constitute less than a
     quorum; or




                                       2
<PAGE>

o    The material facts as to the  relationship or interest of the affiliate and
     as to the  contract  or  transaction  are  disclosed  or are  known  to the
     stockholders  entitled to vote thereon,  and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

o    The contract or  transaction is fair as to the company as of the time it is
     authorized,  approved  or  ratified,  by  the  Board  of  Directors  or the
     stockholders.

Investigation and Selection of Business Opportunities
-----------------------------------------------------

         To a large extent,  a decision to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other changes. We will be dependent upon the owners of a business opportunity to
identify any such problems,  which may exist, and to implement,  or be primarily
responsible  for  the  implementation  of,  required  changes.  Because  we  may
participate  in a business  opportunity  with a newly  organized  firm or with a
firm,  which is entering a new phase of growth,  it should be emphasized that we
will incur further  risks,  because  management in many  instances will not have
proved its abilities or  effectiveness,  the eventual  market for such company's
products or services will likely not be established, and such company may not be
profitable when acquired.

         It is  anticipated  that we will  not be able to  diversify,  but  will
essentially  be limited to one such  venture  because of our limited  financing.
This lack of diversification  will not permit us to offset potential losses from
one business  opportunity against profits from another, and should be considered
an adverse factor affecting any decision to purchase our securities.

         It is emphasized that our management may effect  transactions  having a
potentially  adverse impact upon our shareholders  pursuant to the authority and
discretion of our  management to complete  acquisitions  without  submitting any
proposal to the stockholders for their consideration.  Holders of our securities
should not anticipate  that we necessarily  will furnish such holders,  prior to
any  merger  or   acquisition,   with   financial   statements,   or  any  other
documentation,  concerning a target company or its business.  In some instances,
however,  the proposed  participation in a business opportunity may be submitted
to  the  stockholders  for  their  consideration,  either  voluntarily  by  such
directors to seek the  stockholders'  advice and consent or because state law so
requires.

         The analysis of business  opportunities  will be undertaken by or under
the supervision of our officers, who are not professional business analysts. See
"Management." Although there are no current plans to do so, our management might
hire an outside  consultant  to assist in the  investigation  and  selection  of
business  opportunities,  and might pay a finder's fee. Since our management has
no current  plans to use any  outside  consultants  or advisors to assist in the
investigation  and  selection of business  opportunities,  no policies have been
adopted  regarding use of such consultants or advisors,  the criteria to be used



                                       3
<PAGE>

in selecting such consultants or advisors, the services to be provided, the term
of service,  or regarding  the total  amount of fees that may be paid.  However,
because of our limited resources,  it is likely that any such fee we would agree
to pay would be paid in stock and not in cash. Otherwise,  we anticipate that we
will consider, among other things, the following factors:

o    Potential  for  growth  and  profitability,  indicated  by new  technology,
     anticipated market expansion, or new products;

o    Our perception of how any particular business  opportunity will be received
     by the investment community and by our stockholders;

o    Whether, following the business combination, the financial condition of the
     business  opportunity would be, or would have a significant prospect in the
     foreseeable  future of becoming  sufficient to enable the securities of the
     company to qualify for  listing on an  exchange or on a national  automated
     securities quotation system, such as Nasdaq, so as to permit the trading of
     such securities to be exempt from the  requirements of Rule 15c2-6 recently
     adopted by the Securities and Exchange Commission.  See "Risk Factors - The
     Company Regulation of Penny Stocks."

o    Capital requirements and anticipated  availability of required funds, to be
     provided by the company or from operations,  through the sale of additional
     securities,  through joint ventures or similar arrangements,  or from other
     sources;

o    The extent to which the business opportunity can be advanced;

o    Competitive  position as compared to other  companies  of similar  size and
     experience  within the industry segment as well as within the industry as a
     whole;

o    Strength and diversity of existing management, or management prospects that
     are scheduled for recruitment;

o    The cost of  participation  by the  company as  compared  to the  perceived
     tangible and intangible values and potential; and

o    The  accessibility  of  required  management  expertise,   personnel,   raw
     materials, services, professional assistance, and other required items.

         In regard to the possibility  that our shares would qualify for listing
on Nasdaq SmallCap,  the current  standards  include the  requirements  that the
issuer of the securities that are sought to be listed have stockholders'  equity
of at least $5 million,  a market  capitalization of at least $50 million or net
income of  $750,000 in its latest  fiscal  year or two of the last three  fiscal
years.  Many,  and perhaps  most,  of the business  opportunities  that might be
potential  candidates  for a  combination  with us would not  satisfy the Nasdaq
listing criteria.

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  Potentially  available



                                       4
<PAGE>

business  opportunities  may occur in many  different  industries and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex.  Potential  investors must recognize  that,  because of our limited
capital  available for  investigation  and  management's  limited  experience in
business  analysis,  we may not discover or  adequately  evaluate  adverse facts
about the opportunity to be acquired.

         We are  unable  to  predict  when  we  may  participate  in a  business
opportunity. We expect, however, that the analysis of specific proposals and the
selection of a business opportunity may take several months or more.

         Prior to making a decision to participate in a business opportunity, we
will generally request that we be provided with written materials  regarding the
business  opportunity  containing  such  items  as a  description  of  products,
services  and  company  history;   management  resumes;  financial  information;
available  projections,  with related  assumptions upon which they are based; an
explanation of proprietary products and services;  evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation to management;  a description of transactions  between such company
and its  affiliates  during  relevant  periods;  a  description  of present  and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

         As part of our investigation,  our executive officers and directors may
meet  personally  with  management  and key  personnel,  may visit  and  inspect
material  facilities,  obtain  independent  analysis or  verification of certain
information provided, check references of management and key personnel, and take
other  reasonable  investigative  measures,  to the  extent  of the our  limited
financial resources and management expertise.

         It is possible that the range of business  opportunities  that might be
available for  consideration  by us could be limited by the impact of Securities
and  Exchange  Commission  regulations  regarding  purchase  and sale of  "penny
stocks." The  regulations  would affect,  and possibly  impair,  any market that
might develop in our  securities  until such time as they qualify for listing on
Nasdaq or on another exchange which would make them exempt from applicability of
the "penny stock" regulations. See "Risk Factors - Regulation of Penny Stocks."

         Our  management  believes  that various  types of  potential  merger or
acquisition  candidates  might  find  a  business  combination  with  us  to  be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition candidates that have long-term plans for raising capital through the
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates  who have a need for an immediate  cash infusion are not
likely  to find a  potential  business  combination  with our  company  to be an
attractive alternative.



                                       5
<PAGE>

         There  are no loan  arrangements  or  arrangements  for  any  financing
whatsoever relating to any business opportunities.

Form of Acquisition
-------------------

         It is impossible to predict the manner in which we may participate in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of our company  and the  promoters  of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of our company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. We may act directly or indirectly through an
interest  in  a  partnership,   corporation  or  other  form  of   organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of our  company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that our company
would  be  the  surviving  entity.  In  addition,  our  present  management  and
stockholders  most  likely  will not have  control of a  majority  of the voting
shares of the company following a reorganization  transaction. As part of such a
transaction,  our  existing  directors  may  resign  and  new  directors  may be
appointed without any vote by stockholders.

         It is likely  that our company  will  acquire  its  participation  in a
business opportunity through the issuance of Common Stock or other securities of
the company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  our
current  stockholders  would  retain in the  aggregate  20% or less of the total
issued and  outstanding  shares.  This could  result in  substantial  additional
dilution in the equity of those who were  stockholders  of the company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

         It is anticipated that any new securities issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances, however, as a negotiated element of the transaction, we may agree
to register such  securities  either at the time the transaction is consummated,
or under certain  conditions or at specified times  thereafter.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market that might develop in our  securities  may have a depressive  effect upon
such market.

         We  will   participate  in  a  business   opportunity  only  after  the
negotiation  and  execution of a written  agreement.  Although the terms of such
agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.




                                       6
<PAGE>

         As a general matter, we anticipate that our company or its officers and
principal  shareholders  will enter into a letter of intent with the management,
principals or owners of a prospective  business  opportunity  prior to signing a
binding  agreement.  Such a letter  of  intent  will set  forth the terms of the
proposed  acquisition  but will not bind any of the  parties to  consummate  the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither our company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

         It  is  anticipated  that  the   investigation  of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided,  our inability to pay until an  indeterminate  future time may make it
impossible to procure goods and services.

         In all probability,  upon completion of an acquisition or merger, there
will be a change in control  through  issuance of  substantially  more shares of
common stock.  Further,  in conjunction  with an  acquisition  or merger,  it is
likely that  management may offer to sell a controlling  interest at a price not
relative to or reflective of any value of the shares sold by management,  and at
a price that could not be achieved by individual shareholders at the time.

Investment Company Act and Other Regulation
-------------------------------------------

         We may participate in a business opportunity by purchasing,  trading or
selling the securities of such business.  We do not,  however,  intend to engage
primarily in such activities.  Specifically, we intend to conduct our activities
so as to avoid being classified as an "investment  company" under the Investment
Company Act of 1940 (the Investment Act"), and therefore to avoid application of
the costly and restrictive  registration  and other provisions of the Investment
Act, and the regulations promulgated thereunder.

         Section  3(a) of the  Investment  Act  contains  the  definition  of an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items). We intend to implement our business plan in a manner that will result in
the availability of this exception from the definition of "Investment  Company."
Consequently,  our  participation  in a  business  or  opportunity  through  the
purchase and sale of investment securities will be limited.




                                       7
<PAGE>

         Our plan of  business  may involve  changes in its  capital  structure,
management,  control and business, especially if we consummate reorganization as
discussed  above.  Each of these areas is  regulated by the  Investment  Act, in
order to protect purchasers of investment company securities.  Since we will not
register as an  investment  company,  stockholders  will not be  afforded  these
protections.

         Any securities  which we might acquire in exchange for our Common Stock
are expected to be "restricted  securities" within the meaning of the Securities
Act of 1933, as amended (the "Act"). If we elect to resell such securities, such
sale cannot proceed unless a registration  statement has been declared effective
by the Securities and Exchange  Commission or an exemption from  registration is
available.  Section  4(1) of the Act,  which  exempts  sales of  securities  not
involving a  distribution,  would in all  likelihood  be  available  to permit a
private  sale.  Although the plan of operation  does not  contemplate  resale of
securities acquired,  if such a sale were to be necessary,  we would be required
to comply with the provisions of the Act to effect such resale.

         An  acquisition  made by us may be in an industry  that is regulated or
licensed  by  federal,   state  or  local  authorities.   Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.

Competition
-----------

         We expect to encounter substantial competition in our efforts to locate
attractive opportunities, primarily from business development companies, venture
capital  partnerships  and  corporations,  venture  capital  affiliates of large
industrial and financial  companies,  small  investment  companies,  and wealthy
individuals.  Many of these entities will have significantly greater experience,
resources and managerial  capabilities than our company and will therefore be in
a better position than us to obtain access to attractive business opportunities.
We also will  possibly  experience  competition  from other public "blank check"
companies, some of which may have more funds available than do we.

No Rights of Dissenting Shareholders
------------------------------------

         We do not intend to provide our shareholders  with complete  disclosure
documentation  including  audited  financial  statements,  concerning a possible
target company prior to acquisition, because the California Business Corporation
Act vests  authority  in the Board of  Directors  to decide and approve  matters
involving  acquisitions  within certain  restrictions.  Any transaction would be
structured as an acquisition, not a merger, with the Registrant being the parent
company and the acquiree being merged into a wholly owned subsidiary. Therefore,
a shareholder will have no right of dissent under California law.

No Target Candidates for Acquisition
------------------------------------

         None of our company's officers,  directors,  promoters,  affiliates, or
associates  has had any  preliminary  contact or  discussion  with any  specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.




                                       8
<PAGE>

Administrative Offices
----------------------

         We currently  maintain a mailing address at P.O. Box 1990, Rancho Santa
Fe,  California  92067,  which is the  office  address  of our  chief  executive
officer. Other than this mailing address, we do not currently maintain any other
office  facilities,  and do not  anticipate  the  need  for  maintaining  office
facilities at any time in the foreseeable  future.  We pay no rent or other fees
for the use of this mailing address.

Employees
---------

         We are a development  stage  company and  currently  have no employees.
Management  expects to use consultants,  attorneys and accountants as necessary,
and does not  anticipate a need to engage any full-time  employees so long as it
is seeking and  evaluating  business  opportunities.  The need for employees and
their  availability will be addressed in connection with the decision whether or
not to acquire or participate in specific business opportunities. Although there
is no current  plan with  respect to its nature or amount,  remuneration  may be
paid to or accrued for the benefit of our officers  prior to, or in  conjunction
with, the completion of a business  acquisition for services actually  rendered.
See  "Executive  Compensation"  and under  "Certain  Relationships  and  Related
Transactions."

Risk Factors
------------

         1.  Conflicts  of  Interest.  Certain  conflicts  of interest may exist
between the company and its officers  and  directors.  They have other  business
interests to which they devote their  attention  and may be expected to continue
to do so,  although  management  time  should be devoted to the  business of the
company. As a result,  conflicts of interest may arise that can be resolved only
through  exercise of such judgment as is consistent with fiduciary duties to the
company. See "Management," and "Conflicts of Interest."

         It  is  anticipated  that  our  officers  and  directors  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this  process,  our officers  may  consider  their own personal
pecuniary benefit rather than the best interests of other company  shareholders,
and  the  other  company  shareholders  are  not  expected  to be  afforded  the
opportunity to approve or consent to any particular  stock buy-out  transaction.
See "Conflicts of Interest."

         2. Need For Additional Financing.  We have very limited funds, and such
funds  may  not  be  adequate  to  take  advantage  of  any  available  business
opportunities.  Even if our funds prove to be  sufficient to acquire an interest
in, or complete a  transaction  with,  a business  opportunity,  we may not have
enough capital to exploit the  opportunity.  The ultimate success of the company
may  depend  upon  its  ability  to  raise  additional   capital.  We  have  not
investigated  the   availability,   source,  or  terms  that  might  govern  the
acquisition of additional  capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available,  that they can be
obtained on terms  acceptable to us. If not available,  our  operations  will be
limited to those that can be financed with its modest capital.



                                       9
<PAGE>

         3.  Regulation  of Penny Stocks.  Our  securities,  when  available for
trading,  will be subject to a  Securities  and  Exchange  Commission  rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate  "penny  stocks."  Such rules  include Rules 3a51-1,
15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended.  Because our securities may constitute  "penny
stocks"  within the  meaning of the rules,  the rules would apply to our company
and to its  securities.  The rules may  further  affect the ability of owners of
shares to sell the  securities  of the company in any market that might  develop
for them.

         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the  described  patterns  from being  established  with respect to the company's
securities.

         4. Lack of Operating History. Radale Imports, Inc. was formed in August
1995 for the purpose of conducting an  import-export  business between India and
the U.S. in the automotive afterparts and accessory markets. Due to the death of
Raj Pujara in 1998, our vice  president who had extensive  contacts in India and
the U.S. in the automotive industry,  we abandoned our initial business plan and
decided to seek a new  opportunity.  Due to the  special  risks  inherent in the
investigation,  acquisition,  or involvement in a new business opportunity,  our
company must be regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject.

         5. No Assurance of Success or Profitability. There is no assurance that
we will  acquire a  favorable  business  opportunity.  Even if we should  become
involved in a business opportunity,  there is no assurance that it will generate
revenues  or  profits,  or that the  market  price of our  common  stock will be
increased thereby.




                                       10
<PAGE>

         6. Possible  Business - Not  Identified  and Highly Risky.  We have not
identified and have no commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
Our acquisition of or  participation  in a business  opportunity  will likely be
highly  illiquid  and  could  result  in a  total  loss to our  company  and its
stockholders if the business or opportunity proves to be unsuccessful.  See Item
1, "Description of Business."

         7. Type of Business  Acquired.  The type of business to be acquired may
be one  that  desires  to  avoid  effecting  its  own  public  offering  and the
accompanying expense, delays, uncertainties,  and federal and state requirements
which purport to protect investors.  Because of our limited capital,  it is more
likely than not that any  acquisition  by us will involve  other  parties  whose
primary  interest is the  acquisition of control of a publicly  traded  company.
Moreover,  any business  opportunity  acquired may be currently  unprofitable or
present other negative factors.

         8. Impracticability of Exhaustive Investigation.  Our limited funds and
the lack of full-time  management will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before we commit our capital or other resources thereto.  Management  decisions,
therefore, will likely be made without detailed feasibility studies, independent
analysis,  market surveys and the like which,  if we had more funds available to
us, would be desirable.  We will be particularly  dependent in making  decisions
upon information provided by the promoter,  owner, sponsor, or others associated
with the business  opportunity seeking our participation.  A significant portion
of our  available  funds may be expended  for  investigative  expenses and other
expenses   related  to   preliminary   aspects  of  completing  an   acquisition
transaction,  whether or not any business opportunity investigated is eventually
acquired.

         9. Lack of Diversification.  Because of the limited financial resources
that we have, it is unlikely that we will be able to diversify our  acquisitions
or operations. Our probable inability to diversify our activities into more than
one area will subject us to economic  fluctuations  within a particular business
or industry and therefore increase the risks associated with our operations.

         10.  Reliance  upon  Financial  Statements.  We generally  will require
audited  financial  statements from companies that we propose to acquire.  Given
cases where audited financials are available,  we will have to rely upon interim
period unaudited information received from target companies' management that has
not been  verified  by  outside  auditors.  The lack of the type of  independent
verification which audited financial statements would provide increases the risk
that our company, in evaluating an acquisition with such a target company,  will
not have the  benefit  of full and  accurate  information  about  the  financial
condition and recent interim operating history of the target company.  This risk
increases the prospect that the  acquisition of such a company might prove to be
an unfavorable one for the Company or the holders of our securities.




                                       11
<PAGE>

         Moreover,  we  will  be  subject  to the  reporting  provisions  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would not be considered by us to be appropriate  for  acquisition so
long as the reporting  requirements of the Exchange Act are  applicable.  Should
our company,  during the time it remains subject to the reporting  provisions of
the  Exchange  Act,  complete  an  acquisition  of an entity  for which  audited
financial  statements  prove  to  be  unobtainable,   we  would  be  exposed  to
enforcement actions by the Securities and Exchange Commission (the "Commission")
and to corresponding  administrative sanctions,  including permanent injunctions
against the Company and its management. The legal and other costs of defending a
Commission enforcement action would have material,  adverse consequences for our
company and its business.  The  imposition  of  administrative  sanctions  would
subject our company to further adverse consequences.

         In addition, the lack of audited financial statements would prevent our
securities  from  becoming  eligible  for listing on Nasdaq,  or on any existing
stock  exchange.  Moreover,  the lack of such financial  statements is likely to
discourage  broker-dealers from becoming or continuing to serve as market makers
in the securities of our company. Without audited financial statements, we would
almost certainly be unable to offer  securities  under a registration  statement
pursuant to the  Securities Act of 1933, and the ability of the Company to raise
capital would be significantly  limited until such financial  statements were to
become available.

         11. Other  Regulation.  An acquisition  made by our company may be of a
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of our company.

         12. Dependence upon Management; Limited Participation of Management. We
currently  have  only  two  individuals  who are  serving  as our  officers  and
directors on a part time basis. We will be heavily  dependent upon their skills,
talents,  and  abilities to implement our business  plan,  and may, from time to
time, find that the inability of the officers and directors to devote their full
time  attention  to the  business of the company  results in a delay in progress
toward implementing our business plan. See "Management."  Because investors will
not be able to evaluate  the merits of  possible  business  acquisitions  by the
company, they should critically assess the information  concerning the company's
officers and directors.

         13. Lack of  Continuity  in  Management.  The Company  does not have an
employment agreement with its officers and directors,  and as a result, there is
no  assurance  they will  continue  to manage  the  company  in the  future.  In
connection  with the  acquisition  of a business  opportunity,  it is likely the
current  officers and directors of the company may resign  subject to compliance
with  Section 14f of the  Securities  Exchange Act of 1934. A decision to resign
will be based upon the  identity of the business  opportunity  and the nature of
the  transaction,  and is likely to occur  without  the vote or  consent  of the
stockholders of the company.




                                       12
<PAGE>

         14.  Indemnification  of Officers and  Directors.  California  statutes
provide for the  indemnification  of its  directors,  officers,  employees,  and
agents, under certain circumstances,  against attorney's fees and other expenses
incurred by them in any  litigation  to which they become a party  arising  from
their association with or activities on behalf of the company.  The company will
also bear the expenses of such  litigation for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the company which it will be unable to recoup.

         15. Director's Liability Limited.  California Statutes exclude personal
liability  of its  directors  to the company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

         16.  Dependence  upon  Outside  Advisors.  To  supplement  the business
experience of its officers and directors,  the company may be required to employ
accountants,  technical experts, appraisers,  attorneys, or other consultants or
advisors.  The  selection  of any such  advisors  will be made by the  company's
president without any input from  stockholders.  Furthermore,  it is anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary or other obligation to the company.  In the event the president of the
company  considers it necessary to hire outside  advisors,  he may elect to hire
persons who are affiliates, if they are able to provide the required services.

         17. Leveraged Transactions. There is a possibility that any acquisition
of a business opportunity by the company may be leveraged, i.e., the company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

         18.  Competition.   The  search  for  potentially  profitable  business
opportunities is intensely  competitive.  We expect to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources and capabilities than we do. These competitive  conditions
will exist in any industry in which the company may become interested.

         19. No Foreseeable Dividends.  We have not paid dividends on our common
stock and do not anticipate paying such dividends in the foreseeable future.

         20.  Loss of Control by Present  Management  and  Stockholders.  We may
consider  an  acquisition  in  which we would  issue  as  consideration  for the
business  opportunity  to be acquired an amount of our  authorized  but unissued
common stock that would,  upon  issuance,  represent  the great  majority of the
voting power and equity of the company.  The result of such an acquisition would
be that the acquired  company's  stockholders  and management  would control the



                                       13
<PAGE>

resultant  company,  and our company's  management  could be replaced by persons
unknown at this time. Such a merger would result in a greatly reduced percentage
of ownership of the company by our current shareholders.  In addition, our major
shareholders  could  sell  control  blocks  of stock at a  premium  price to the
acquired company's stockholders.

         21. No Public Market  Exists.  There is no public market for our common
stock,  and no  assurance  can be given  that a market  will  develop  or that a
shareholder ever will be able to liquidate his investment  without  considerable
delay, if at all. If a market should develop,  the price may be highly volatile.
Factors  such as those  discussed  in this  "Risk  Factors"  section  may have a
significant impact upon the market price of the securities offered hereby. Owing
to the low price of the  securities,  many brokerage firms may not be willing to
effect  transactions  in the  securities.  Even if a  purchaser  finds a  broker
willing  to  effect  a  transaction  in these  securities,  the  combination  of
brokerage commissions, state transfer taxes, if any, and any other selling costs
may exceed the selling price. Further, many lending institutions will not permit
the use of such securities as collateral for any loans.

         22.  Rule 144  Sales.  Of the  2,138,150  shares  of our  common  stock
outstanding,  935,000 shares are "restricted  securities"  within the meaning of
Rule 144 under the  Securities  Act of 1933, as amended.  As restricted  shares,
these shares may be resold only pursuant to an effective  registration statement
or  under  the  requirements  of Rule 144 or other  applicable  exemptions  from
registration  under the Act and as required under  applicable  state  securities
laws.  Rule  144  provides  in  essence  that a person  who has held  restricted
securities for one year may, under certain conditions,  sell every three months,
in brokerage  transactions,  a number of shares that does not exceed the greater
of 1.0% of a company's  outstanding  common stock or the average  weekly trading
volume  during the four calendar  weeks prior to the sale.  There is no limit on
the amount of restricted securities that may be sold by a nonaffiliate after the
restricted  securities  have been  held by the owner for a period of two  years.
Nonaffiliate  shareholders  who have held their shares under Rule 144(K) for two
years are  eligible to have  freely  tradable  shares.  A sale under Rule 144 or
under any other exemption from the Act, if available,  or pursuant to subsequent
registration  of shares  of common  stock of  present  stockholders,  may have a
depressive  effect  upon the price of the common  stock in any  market  that may
develop.  All shares become available for resale (subject to volume  limitations
for  affiliates)  under Rule 144,  one year after  date of  purchase  subject to
applicable volume restrictions under the Rule.

         23.  Blue  Sky  Considerations.   Because  the  securities   registered
hereunder  have not been  registered  for resale  under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in any
trading market that might develop in the future,  should be aware that there may
be significant  state blue-sky law restrictions upon the ability of investors to
sell  the  securities  and  of  purchasers  to  purchase  the  securities.  Some
jurisdictions  may not under any  circumstances  allow the  trading or resale of
blind-pool or "blank-check" securities.  Accordingly,  investors should consider
the secondary market for the company's securities to be a limited one.

         24. Blue Sky  Restrictions.  Many states have enacted statutes or rules
which restrict or prohibit the sale of securities of "blank check"  companies to
residents so long as they remain without  specific  business  companies.  To the
extent any current  shareholders or subsequent  purchaser from a shareholder may
reside in a state  which  restricts  or  prohibits  resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.




                                       14
<PAGE>

         In the event of a violation  of state laws  regarding  resale of "blank
check" shares the company could be liable for civil and criminal penalties which
would be a substantial impairment to the Company.

ITEM 2.  PROPERTY.

         The Company has no property.  We do not currently maintain an office or
any other facilities.  We currently maintain a mailing address at P.O. Box 1990,
Rancho Santa Fe,  California  92067.  We pay no rent for the use of this mailing
address.  We do not believe  that we will need to maintain an office at any time
in the foreseeable future in order to carry out our plan of operations described
herein.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not, and none of our  property is, a party to any pending  legal
proceedings, and no such proceedings are known to be contemplated.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         During  fiscal year 2005 we  submitted  to our  shareholders  a vote on
merging the company with a wholly owned  subsidiary  also named Radale  Imports,
Inc.  The sole  purpose of the merger is to change the  domicile  of the company
from  California to Nevada.  The written consent to the merger was obtained from
holders of a majority of the  outstanding  shares of our Common Stock.  Then, an
Information  Statement  was  sent to the  other  shareholders  advising  of this
action. We are now in the process of effecting the merger,  which is a matter of
filing merger papers with the Secretaries of State of Nevada and California.  We
anticipate that the merger will be effected by the end of August 2005.

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Market  Information.  Radale Imports' shares of common stock have never
traded on the OTC Bulletin Board or in the "Pink Sheets".  There have never been
any quotes for the shares.

         Holders.  There are  approximately  61  holders of record of our common
stock. There are no shares of our preferred stock outstanding.

         Dividends.  No cash  dividends  have been declared on the common stock.
There are no restrictions that limit the ability of the company to pay dividends
on the common stock or that are likely to do so in the future.

         Recent Sales of Unregistered  Securities.  The following information is
provided for all securities  sold by the Registrant  within the past three years
without  registering  the  securities  under  the  Securities  Act of 1933.  All
securities were shares of common stock.  There were no underwriters  involved in
the sales.


                                       15
<PAGE>

                                                                 Dollar Value of
                   No. of                            Cash         Other Type of
  Date           Shares Sold     Purchasers     Consideration     Consideration
  ----           -----------     ----------     -------------    ---------------

 06-21-02          125,000     Thomas J. Kenan        0            5,000(1)
--------------

(1)      Mr. Kenan  performed  legal  services for us  consisting of preparing a
         Form 10-SB and clearing it with the Securities and Exchange  Commission
         and preparing the Form 10-KSB for fiscal year ended 03-31-02.

         The  sale of  stock  was  made in  reliance  upon  the  exemption  from
registration  offered by Section 4(2) of the Securities Act of 1933, as amended,
and Regulation D as promulgated thereunder.  Based upon a subscription agreement
completed by Mr. Kenan, the Company had reasonable  grounds to believe,  and did
in fact believe, when such subscription was accepted, that such purchaser was an
accredited investor as that term is defined under Regulation D. He had access to
pertinent  information  enabling him to ask informed  questions.  An appropriate
restrictive legend is imprinted upon the certificates  representing such shares,
and  stop-transfer  instructions  have been  entered in the  company's  transfer
records. The sale was effected without the aid of underwriters.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The following  discussion  and analysis  should be read in  conjunction
with  the  financial  statements  and  the  accompanying  notes  thereto  and is
qualified  in its  entirety  by the  foregoing  and by more  detailed  financial
information appearing elsewhere. See "Financial Statements."

Plan of Operation for the Next Twelve Months

         Our current business plan is to seek,  investigate,  and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture, or partnership.  We have no capital, and it is unlikely that we will be
able to take advantage of more than one such business opportunity.  We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

         We are in the development stage and, since inception,  have experienced
significant  liquidity  problems and have no capital  resources or stockholders'
equity. We have current assets in the form of cash of only $6,144,  total assets
of $6,144 and current liabilities of $984,623.

         We propose to carry out our plan of business  as  discussed  above.  We
cannot  predict to what extent its lack of liquidity and capital  resources will
impair  the  consummation  of a  business  combination  or whether we will incur
further  operating  losses  through any business  entity which we may eventually
acquire.

         For the current fiscal year, we anticipate incurring a loss as a result
of legal and accounting  expenses,  expenses  associated with registration under
the Securities  Exchange Act of 1934, and expenses  associated with locating and



                                       16
<PAGE>

evaluating  acquisition   candidates.   We  anticipate  that  until  a  business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired business.

Need for Additional Financing
-----------------------------

         We do not have  capital  sufficient  to meet our cash needs  during the
next  twelve  months,  including  the costs of  compliance  with the  continuing
reporting  requirements of the Securities  Exchange Act of 1934. We will have to
seek loans or equity  placements  to cover such cash needs.  In the event we are
able to complete a business combination during this period, the lack of existing
capital may be a sufficient impediment to prevent us from accomplishing the goal
of  completing a business  combination.  There is no  assurance,  however,  that
without  funds we will  ultimately  be able to complete a business  combination.
Once a business combination is completed, our needs for additional financing are
likely to increase substantially.

         No commitments to provide additional funds have been made by management
or  other  stockholders.  Accordingly,  there  can  be  no  assurance  that  any
additional  funds  will be  available  to the  company  to allow it to cover its
expenses as they may be incurred.

         Irrespective  of whether our cash assets prove to be inadequate to meet
our  operational  needs,  we might seek to  compensate  providers of services by
issuances of stock in lieu of cash.

Off-Balance Sheet Arrangements

         Our company has not entered  into any  transaction,  agreement or other
contractual  arrangement  with an entity  unconsolidated  with us under which we
have

         o        an obligation under a guarantee contract,
         o        a retained or contingent interest in assets transferred to the
                  unconsolidated  entity or similar  arrangement  that serves as
                  credit,  liquidity  or market risk  support to such entity for
                  such assets,
         o        an  obligation,  including a  contingent  obligation,  under a
                  contract   that  would  be  accounted   for  as  a  derivative
                  instrument, or
         o        an obligation,  including a contingent obligation, arising out
                  of a variable  interest  in an  unconsolidated  entity that is
                  held by,  and  material  to,  us where  such  entity  provides
                  financing,  liquidity,  market risk or credit risk support to,
                  or engages in leasing,  hedging,  or research and  development
                  services with, us.

Contractual obligations

         The  following  table sets  forth,  as of the end of the latest  fiscal
year-end  balance  sheet,  information  with  respect  to our known  contractual
obligations.




                                       17
<PAGE>
<TABLE>
<CAPTION>

------------------------ ---------------------------------------------------------------
                                                   Payments Due-by Period
------------------------ ---------------------------------------------------------------
     Contractual                     Less Than                                More Than
     Obligations           Total      1 Year       1-3 Years     3-5 Years     5 Years
------------------------ --------- ------------- ------------- ------------- -----------
<S>                      <C>       <C>           <C>           <C>           <C>
Long-Term Debt
Obligations                 None
------------------------ --------- ------------- ------------- ------------- -----------
Capital Lease
Obligations                 None
------------------------ --------- ------------- ------------- ------------- -----------
Operating Lease
Obligations                 None
------------------------ --------- ------------- ------------- ------------- -----------
Other Long-Term
Liabilities Reflected
on Our Balance Sheet
under GAAP                  None
------------------------ --------- ------------- ------------- ------------- -----------
Total                       None
------------------------ --------- ------------- ------------- ------------- -----------
</TABLE>


ITEM 7.  FINANCIAL STATEMENTS.
                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm June 2, 2005        19
Report of Independent Registered Public Accounting Firm May 10, 2004        20
Balance Sheet March 31, 2005                                                21
Statements of Operations for the years ended March 31, 2005 and 2004
         and for the period from August 18, 1995 (date of inception)
         through March 31, 2005                                             22
Statement of Stockholders' Deficiency for the period from August 18, 1995
         (date of inception) through March 31, 2005                         23
Statements of Cash Flows for the years ended March 31, 2005 and 2004
         and for the period from August 18, 1995 (date of inception)
         through March 31, 2005                                             25
Notes to Financial Statements                                               26



















                                       18
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



Board of Directors and Stockholders
Radale Imports, Inc.


We have  audited  the  accompanying  balance  sheet of Radale  Imports,  Inc. (A
Development Stage Company") as of March 31, 2005, and the related  statements of
operations, stockholders' deficiency and cash flows for the year ended March 31,
2005 and the cumulative amounts from August 18, 1995 (date of inception) through
March  31,  2005.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements based on our audit. The related  statements of operations,
stockholders'  deficiency,  and  cash  flows  from  August  18,  1995  (date  of
inception)  through  March  31,  2004 were  reported  on by other  auditors  who
expressed an unqualified opinion on May 10, 2004, with an explanatory  paragraph
discussing the Company's ability to continue as a going concern.  Our opinion on
the  statements  of  operations,  stockholders'  deficiency  and cash flows from
inception of the development stage through March 31, 2005, insofar as it relates
to amounts for prior  periods  through  March 31,  2004,  is solely based on the
reports of other auditors.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of Radale  Imports,  Inc. (A
Development  Stage  Company)  as of  March  31,  2005,  and the  results  of its
operations  and cash flows for the periods  indicated  above in conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As discussed in Note 2, the Company
has incurred recurring  operating losses, has a working capital deficiency and a
stockholders'  deficiency.  These conditions raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to this matter are also  described in Note 2. The  financial  statements  do not
include any adjustments that may result from the outcome of this uncertainty.


                                                    /s/ PKF

June 2, 2005                                        PKF
San Diego, California                               Certified Public Accountants
                                                    A Professional Corporation





                                       19
<PAGE>

             Report of Independent Registered Public Accounting Firm
             -------------------------------------------------------


To the Board of Directors and Stockholders
Radale Imports, Inc.


We  have  audited  the  accompanying  statements  of  operations,  stockholders'
deficiency and cash flows of Radale Imports,  Inc. (A Development Stage Company)
for the year ended March 31, 2004.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the results of  operations of Radale  Imports,  Inc. (A
Development  Stage Company) and its cash flows for the year ended March 31, 2004
in conformity with U.S. generally accepted accounting principles.

The accompanying 2004 financial  statements have been prepared assuming that the
Company will  continue as a going  concern.  As discussed in Note 2, the Company
has incurred  recurring  operating  losses,  has negative  working capital and a
stockholders'  deficiency.  These conditions raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to this matter are also  described in Note 2. The 2004  financial  statements do
not  include  any  adjustments   that  may  result  from  the  outcome  of  this
uncertainty.

/s/ J.H. Cohn LLP


San Diego, California
May 10, 2004




                                       20
<PAGE>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                 MARCH 31, 2005


                                     ASSETS

Current assets - cash                                               $     6,144

Related party receivables, net of reserve
     for doubtful accounts of $227,286                                     --
                                                                    -----------

           Total assets                                             $     6,144
                                                                    ===========


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Borrowings under lines of credit                               $    32,328
     Accounts payable                                                    40,567
     Related party payables                                             911,728
                                                                    -----------

           Total liabilities                                            984,623
                                                                    -----------

Commitment

Stockholders' deficiency:
     Preferred stock, $.001 par value; 10,000,000 shares
        authorized; none issued                                            --
     Common stock, $.001 par value; 40,000,000 shares
        authorized; 2,138,150 shares issued and outstanding               2,138
     Additional paid-in capital                                         168,853
     Deficit accumulated during the development stage                (1,149,470)
                                                                    -----------

           Total stockholders' deficiency                              (978,479)
                                                                    -----------

           Total liabilities and stockholders' deficiency           $     6,144
                                                                    ===========




See Notes to Financial Statements.


                                       21
<PAGE>
<TABLE>
<CAPTION>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)


                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED MARCH 31, 2005 AND 2004 AND
               THE PERIOD FROM AUGUST 18, 1995 (DATE OF INCEPTION)
                             THROUGH MARCH 31, 2005


                                                                                Cumulative
                                                                                   from
                                                     2005           2004        Inception
                                                 -----------    -----------    -----------
<S>                                              <C>            <C>            <C>
Operating expenses:
    General and administrative                   $    36,692    $    21,387    $   757,664
    Depreciation and amortization                       --             --            7,698
                                                 -----------    -----------    -----------
       Totals                                         36,692         21,387        765,362
                                                 -----------    -----------    -----------

Loss from operations                                 (36,692)       (21,387)      (765,362)
                                                 -----------    -----------    -----------

Other (income) expense:
    Interest income                                     --             --          (50,836)
    Interest expense                                  85,496         75,062        434,944
                                                 -----------    -----------    -----------
       Totals                                         85,496         75,062        384,108
                                                 -----------    -----------    -----------

Net loss                                         $  (122,188)   $   (96,449)   $(1,149,470)
                                                 ===========    ===========    ===========

Net loss per common share - basic                $      (.06)   $      (.05)
                                                 ===========    ===========

Basic weighted average number of common shares     2,138,150      2,138,150
                                                 ===========    ===========
</TABLE>




See Notes to Financial Statements.


                                       22
<PAGE>
<TABLE>
<CAPTION>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)


                      STATEMENT OF STOCKHOLDERS' DEFICIENCY
                       FOR THE PERIOD FROM AUGUST 18, 1995
                   (DATE OF INCEPTION) THROUGH MARCH 31, 2005

                                                                               Deficit
                                                                              Accumulated
                                     Common Stock              Additional       During           Total
                              ----------------------------       Paid-In      Development    Stockholders'
                                 Shares          Amount          Capital        Stage         Deficiency
                              ------------    ------------    ------------   ------------    ------------
<S>                           <C>             <C>             <C>            <C>             <C>
Common stock issued              1,575,000    $      1,575    $     28,425                   $     30,000

Net loss                                                                     $   (128,126)       (128,126)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 1996          1,575,000           1,575          28,425       (128,126)        (98,126)

Common stock issued
    for services                   325,027             325           5,866                          6,191

Common stock issued, net of
    related issuance costs          20,000              20          17,980                         18,000

Net loss                                                                          (84,233)        (84,233)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 1997          1,920,027           1,920          52,271       (212,359)       (158,168)

Common stock issued                 54,123              54          72,746                         72,800

Net loss                                                                         (118,395)       (118,395)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 1998          1,974,150           1,974         125,017       (330,754)       (203,763)

Common stock issued                 29,000              29          28,971                         29,000

Net loss                                                                          (70,572)        (70,572)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 1999          2,003,150           2,003         153,988       (401,326)       (245,335)

Net loss                                                                          (30,180)        (30,180)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 2000          2,003,150           2,003         153,988       (431,506)       (275,515)

Common stock issued
    for services                    10,000              10           9,990                         10,000

Net loss                                                                         (316,324)       (316,324)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 2001          2,013,150           2,013         163,978       (747,830)       (581,839)

Net loss                                                                         (100,323)       (100,323)
                              ------------    ------------    ------------   ------------    ------------

Balance, March 31, 2002          2,013,150           2,013         163,978       (848,153)       (682,162)
</TABLE>



See Notes to Financial Statements.


                                       23
<PAGE>
<TABLE>
<CAPTION>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                STATEMENT OF STOCKHOLDERS' DEFICIENCY (CONCLUDED)
                       FOR THE PERIOD FROM AUGUST 18, 1995
                   (DATE OF INCEPTION) THROUGH MARCH 31, 2005



                                                                            Deficit
                                                                          Accumulated
                                   Common Stock           Additional         During          Total
                          ----------------------------      Paid-In       Development    Stockholders'
                             Shares          Amount         Capital          Stage        Deficiency
                          ------------    ------------    ------------   ------------    ------------
<S>                       <C>             <C>            <C>             <C>             <C>
Balance, March 31, 2002      2,013,150    $      2,013    $    163,978   $   (848,153)   $   (682,162)

Common stock issued
   for services                125,000             125           4,875                          5,000

Net loss                                                                      (82,680)        (82,680)
                          ------------    ------------    ------------   ------------    ------------

Balance, March 31, 2003      2,138,150           2,138         168,853       (930,833)       (759,842)

Net loss                                                                      (96,449)        (96,449)
                          ------------    ------------    ------------   ------------    ------------

Balance, March 31, 2004      2,138,150           2,138         168,853     (1,027,282)       (856,291)


Net loss                                                                     (122,188)       (122,188)
                          ------------    ------------    ------------   ------------    ------------

Balance, March 31, 2005      2,138,150    $      2,138     $   168,853   $ (1,149,470)   $   (978,479)
                          ============    ============    ============   ============    ============
</TABLE>







See Notes to Financial Statements.


                                       24
<PAGE>
<TABLE>
<CAPTION>


                              RADALE IMPORTS, INC.
                          (A Development Stage Company)


                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED MARCH 31, 2005 AND 2004 AND
                         THE PERIOD FROM AUGUST 18, 1995
                   (DATE OF INCEPTION) THROUGH MARCH 31, 2005


                                                                                           Cumulative
                                                                                             from
                                                                2005           2004        Inception
                                                            -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>
Operating activities:
     Net loss                                               $  (122,188)   $   (96,449)   $(1,149,470)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
        Provision for related party receivables
           including accrued interest                                                         227,286
        Depreciation and amortization                                                           7,698
        Common stock issued for services                                                       21,191
        Changes in operating assets and liabilities:
           Interest receivable from related parties                                           (50,836)
           Other assets                                                                        (1,105)
           Accounts payable                                      10,761            951         40,567
           Interest payable to related parties                   82,284         71,904        422,564
                                                            -----------    -----------    -----------
                Net cash used in operating activities           (29,143)       (23,594)      (482,105)
                                                            -----------    -----------    -----------

Investing activities:
     Purchase of property and equipment                                                        (6,593)
     Advances to related parties                                                             (176,450)
                                                                                          -----------
                Net cash used in investing activities                                        (183,043)
                                                                                          -----------

Financing activities:
     Net proceeds from loans payable to related party            35,500         23,500        489,164
     Net proceeds from (repayments on) lines of credit             (501)           (57)        32,327
     Proceeds from issuance of common stock                                                   149,800
                                                            -----------    -----------    -----------
                Net cash provided by financing activities        34,999         23,443        671,291
                                                            -----------    -----------    -----------

Net increase (decrease) in cash                                   5,856           (151)         6,144

Cash, beginning of period                                           288            439           --
                                                            -----------    -----------    -----------

Cash, end of period                                         $     6,144    $       288    $     6,144
                                                            ===========    ===========    ===========

Supplemental disclosure of cash flow data:
     Interest paid                                          $     3,055    $     3,158    $     9,168
                                                            ===========    ===========    ===========
</TABLE>





See Notes to Financial Statements.


                                       25
<PAGE>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 1 - Business organization and policies:

        Organization:
         Radale  Imports,  Inc. (the  "Company") was  incorporated on August 18,
         1995 for the purpose of importing automotive parts and accessories from
         India. The Company is a development stage business.

        Use of estimates:
         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management  to make  estimates  and  assumptions  that affect  reported
         amounts and disclosures.  Accordingly, actual results could differ from
         those estimates.

        Property and equipment:
         Property  and  equipment  is  stated  at  cost,   net  of   accumulated
         depreciation  of $7,698.  Depreciation  of property  and  equipment  is
         provided using the  straight-line  method over  estimated  useful lives
         ranging from five to seven years.  All property and  equipment has been
         fully depreciated.

        Income taxes:
         The  Company  accounts  for  income  taxes  pursuant  to the  asset and
         liability  method  which  requires   deferred  income  tax  assets  and
         liabilities  to be  computed  for  temporary  differences  between  the
         financial  statement and tax bases of assets and liabilities  that will
         result in taxable or deductible  amounts in the future based on enacted
         laws  and  rates  applicable  to the  periods  in which  the  temporary
         differences are expected to affect taxable income. Valuation allowances
         are  established  when  necessary to reduce  deferred tax assets to the
         amounts  expected to be realized.  The income tax  provision is the tax
         payable or  refundable  for the period plus or minus the change  during
         the period in deferred tax assets and liabilities.

        Earnings (loss) per share:
         The Company  has  adopted the  provisions  of  Statement  of  Financial
         Accounting Standards No. 128, Earnings per Share ("SFAS 128").

         Basic  earnings  (loss) per common share is  calculated by dividing net
         income or loss  applicable  to common  shares by the  weighted  average
         number of common shares  outstanding during the period. The calculation
         of  diluted  earnings  per  common  share is  similar  to that of basic
         earnings per common  share,  except that  dilutive  earnings per common
         share reflects the amount of earnings for the period  available to each
         share of common stock outstanding  during the reporting  period,  while
         giving  effect  to all  dilutive  potential  common  shares  that  were
         outstanding  during the period such as common  shares that could result
         from the potential  exercise or conversion of securities  and debt into
         common  stock.   There  are  no  potentially   dilutive  common  shares
         outstanding for the years ended March 31, 2005 or 2004.




                                       26
<PAGE>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS





Note 2 - Basis of presentation:
         The accompanying  financial statements have been prepared in conformity
         with accounting  principles  generally accepted in the United States of
         America  which  contemplate  continuation  of the  Company  as a  going
         concern  and  the   realization   of  the  Company's   assets  and  the
         satisfaction of its liabilities in the normal course of business. As of
         March 31, 2005,  the Company has an  accumulated  deficit of $1,149,470
         and  a  stockholders'  and  working  capital  deficiency  of  $978,479.
         Management  plans to obtain the additional  funds to enable the Company
         to continue as a going concern through the sale of equity securities to
         private investors  pursuant to a private placement  memorandum.  Due to
         the Company's recurring losses and stockholders' deficiency,  there can
         be no assurance  that the Company will be able to obtain the additional
         funds,  which may impact the  Company's  ability to continue as a going
         concern.  The  accompanying  financial  statements  do not  include any
         adjustments  related to the recoverability and classification of assets
         or  the  amounts  and  classification  of  liabilities  that  might  be
         necessary  should the Company be unable to continue its operations as a
         going concern.


Note 3 - Changes in authorized shares and stock split:
         At the date of inception,  1,575,000 shares of common stock were issued
         to the  founders  of the  Company at $.02 per share.  During the fiscal
         year 1997, an additional  325,027 shares of common stock were issued at
         $.02 per share for services.

         On March 30, 1996,  the amount of shares  authorized by the Articles of
         Incorporation  was  increased by the Board of Directors  from 50,000 to
         40,000,000 shares and preferred stock from 10,000 to 10,000,000 shares.

         On March 30, 1996, the Board of Directors declared a 52.5:1 stock split
         to  be   effective   upon  the  filing  of  its  amended   Articles  of
         Incorporation  (January 21,  1998).  On May 19, 1996 and June 20, 1996,
         the Board of Directors also declared that the shares  outstanding as of
         these dates should be included in the split.

         All per share disclosures have been retroactively  restated to show the
         effects of these capital changes.

         During  fiscal year 1997,  20,000 shares of common stock were issued at
         $1.00 per share  after the stock  split.  A finder's  fee of $2,000 was
         deducted from additional paid-in capital as related issuance costs.



                                       27
<PAGE>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 3 - Changes in authorized shares and stock split (concluded):
         During the fiscal  year 1998,  an  additional  14,123  shares of common
         stock were issued at $2.00 per share, 5,000 shares were issued at $1.80
         per share,  10,000 shares were issued at $1.25 per share, 15,000 shares
         were issued at $1.00 per share,  and 10,000  shares were issued at $.80
         per share.

         During the fiscal year 1999,  29,000 shares of common stock were issued
         at $1.00 per share.

         During the fiscal year 2001,  10,000 shares of common stock were issued
         for services at $1.00 per share.

         During the fiscal year 2003, 125,000 shares of common stock were issued
         for services at $0.04 per share.

         During the fiscal year 2004, no common stock was issued.

         During the fiscal year 2005, no common stock was issued.


Note 4 - Related party receivables, net:
         Related  party  receivables  of $227,286  as of March 31, 2005  include
         accrued  interest  of  $50,836.  The  receivables  arose from  periodic
         borrowings  from the Company by stockholders  and officers.  All unpaid
         amounts  were due no later than March 31,  2001,  and are  currently in
         default.  The repayment of the  principal and all accrued  interest has
         been  guaranteed by the Company's  principal  stockholder.  The debtors
         pledged their stock to the principal  stockholder as consideration  for
         the guarantee.  Currently,  the Company has not commenced collection of
         the receivables.  The total receivables including accrued interest were
         fully  reserved  through a provision  charged to operations in the year
         ended  March  31,   2001.   Because  of  the   uncertainty   about  the
         collectibility of the receivables,  no interest income has been accrued
         since that date.


Note 5 - Related party payables:
         Related  party  payables as of March 31, 2005 totaled  $911,728,  which
         includes  notes  payable of $489,164 and accrued  interest of $422,564.
         The notes  bear  interest  with  rates  ranging  from 5% to 10% and are
         currently in default.




                                       28
<PAGE>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS



Note 6 - Income taxes:
         At March 31, 2005,  the Company had net  operating  loss  carryforwards
         available to reduce future  taxable  income,  if any, of  approximately
         $920,000 for Federal  income tax  purposes.  The Federal net  operating
         loss  carryforwards  begin to expire in 2011.  California net operating
         losses of  approximately  $651,000 expire in various years beginning in
         2004.  The  difference  between  the Federal  and  California  tax loss
         carryforwards  is primarily  related to the fact that  California  loss
         carryforwards  were  limited  and  that  state  income  taxes  are  not
         deductible  for state  purposes.  In addition,  California  temporarily
         suspended the use of loss  carryforwards in 2002 and 2003.  Pursuant to
         Internal  Revenue Code Section 382, use of the  Company's net operating
         loss  carryforwards  may be limited if a cumulative change in ownership
         of more than 50% occurs within a three-year period.

         Temporary  differences  between  the  carrying  amounts  of assets  for
         financial  reporting  purposes  and the  amounts  used for  income  tax
         purposes  and  net  operating  loss  carryforwards  give  rise  to  the
         Company's  deferred  income  taxes.  The  components  of the  Company's
         deferred tax assets as of March 31, 2005 are as follows:

          Net operating loss carryforwards                            $ 353,000
          Allowance for doubtful accounts                                91,000
                                                                      ---------
                                                                        444,000

          Valuation allowance                                          (444,000)
                                                                      ---------

              Total                                                   $    --
                                                                      =========

         A  valuation  allowance  has been  recorded  against the  deferred  tax
         assets,  as the  ultimate  realization  of these  assets is  considered
         unlikely.

         The  expected  income  tax  benefit,  computed  based on the  Company's
         pre-tax  losses in 2005 and 2004, to the  statutory  income tax rate is
         reconciled to the actual tax provision as follows:


                                                             2005        2004
                                                           --------    --------

          Expected tax benefit at statutory Federal rate   $ 42,000    $ 33,000
          State benefit                                       4,000       3,000
                                                           --------    --------
                                                             46,000      36,000
          Decrease resulting from change in valuation
             allowance                                      (46,000)    (36,000)
                                                           --------    --------

                 Totals                                    $   --      $   --
                                                           ========    ========




                                       29
<PAGE>

                              RADALE IMPORTS, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


Note 7 - Related Party Transaction:
         The Company  maintains a mailing address which is the office address of
         the Company's chief executive officer. Other than this mailing address,
         the Company does not maintain any other office facilities.  The Company
         does not pay rent or other fees for the use of this mailing address.

Note 8 - Subsequent Event:

         Effective  March 16,  2005,  the Company  entered into a Plan of Merger
         with a Nevada  corporation  also named  Radale  Imports,  Inc.  (Radale
         Nevada).  Radale  Nevada is a wholly owned  subsidiary  of the Company.
         Upon the conclusion of the merger,  Radale Nevada will be the surviving
         entity,  the  Company's  domicile  will be changed from  California  to
         Nevada,  and all outstanding shares of Radale common stock will convert
         into an identical  number of shares of common  stock of Radale  Nevada.
         Radale  Nevada has no assets and no  liabilities.  Radale Nevada had no
         activity  prior  to  this  report.  The  purpose  of the  merger  is to
         redomesticate the Company as a Nevada corporation.



















                                       30
<PAGE>

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

         On December 1, 2004 J.H.  Cohn LLP resigned as Radale  Imports,  Inc.'s
principal independent registered public accounting firm.

         J.H.  Cohn LLP's  reports  for the years  ended March 31, 2004 and 2003
included  explanatory  paragraphs  regarding  Radale Imports,  Inc.'s ability to
continue as a going concern.  Such reports did not contain an adverse opinion or
a disclaimer of opinion nor were they modified as to uncertainty, audit scope or
accounting principles.

         In connection with Radale Imports,  Inc.'s two most recent fiscal years
and subsequent  interim period ending December 1, 2004 preceding the resignation
there have been no disagreements  with J.H. Cohn LLP on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure.

         On February 15, 2005,  the board of directors of Radale  Imports,  Inc.
("Radale")   engaged  PKF,   Certified   Public   Accountants,   a  professional
corporation,   of  San  Diego,  California  as  Radale's  principal  independent
registered public accountants to audit its financial statements.  Radale did not
consult the new accountant regarding the application of accounting principles to
a specific completed or contemplated  transaction,  or the type of audit opinion
that might be rendered on the issuer's financial statements.

ITEM 8A. CONTROLS AND PROCEDURES.

         Evaluation  of  disclosure  controls  and  procedures.   The  Company's
management,  with the participation of the Company's Chief Executive Officer and
Chief  Financial  Officer,  has  evaluated  the  effectiveness  of the Company's
disclosure  controls  and  procedures  as of  March  31,  2005.  Based  on  this
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT

         A list of the current officers and directors appears below.

                                                        Position Held    Term of
      Person               Office                       Since            Office
      ------               ------                       -----            ------

Lee D. Dodson, 67   CEO, CFO and Director               1995             2006

Ken Swanson, 61     President, Secretary and Director   1997             2006

         The  directors  serve  until the next annual  meeting of the  company's
stockholders.   Directors   are  elected  for  one-year   terms  at  the  annual
stockholders'  meeting.  Officers  hold their  positions  at the pleasure of the



                                       31
<PAGE>

board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between the
directors and officers of the company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.

         The  directors and officers of the company will devote such time to the
company's  affairs on an "as needed" basis, but less than 10 hours per month. As
a result,  the actual  amount of time which  they will  devote to the  company's
affairs is unknown and is likely to vary substantially from month to month.

Biographical Information

         Lee D. Dodson. Mr. Dodson has been employed since 1979 as the president
of LEDO Energy  Corporation  and since 1972 as the  president of its  affiliated
company,  LEDO  Financial  Corporation,  both of which  companies have principal
offices in Rancho Santa Fe,  California and are in the energy  business.  He has
simultaneously served as the chief executive officer and chief financial officer
of Radale Imports since August 1995 to the present.

         Ken Swanson. Mr. Swanson was employed from 1993 to 1996 as president of
Oilguard  Company  of Vista,  California.  He has  served as vice  president  of
Analytic Systems  Laboratory of Merrillville,  Indiana from 1997 to the present;
as  president of Radale  Imports,  Inc.  from 1997 to the present;  as marketing
director of MTM  Industries of Oceanside,  California  from 1999 to the present;
and as a  manufacturer's  representative  of  Chloride  Power  of Lake  Forrest,
Illinois from February 2001 to the present.

         Management  devotes minimal time to the operations of the Company,  and
any time  spent is  devoted  to  screening  and  assessing  and,  if  warranted,
negotiating to acquire business opportunities.

         None of the company's  officers or directors  receives any compensation
for their respective  services  rendered to the company,  nor have they received
such  compensation  until  authorized  by the board of  directors,  which is not
expected to occur until the company has generated revenues from operations after
consummation of a merger or  acquisition.  As of the date of filing this report,
the company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the company
for the benefit of its employees.

         It is possible  that,  after the  company  successfully  consummates  a
merger or acquisition  with an  unaffiliated  entity,  that entity may desire to
employ or retain one or a number of members of the company's  management for the
purposes of providing  services to the surviving  entity,  or otherwise  provide
other  compensation to such persons.  However,  the company has adopted a policy
whereby the offer of any post-transaction  remuneration to members of management
will not be a consideration in the company's  decision to undertake any proposed
transaction.  Each member of management  has agreed to disclose to the company's
board of directors any discussions  concerning possible  compensation to be paid



                                       32
<PAGE>

to them by any entity,  which  proposes  to  undertake  a  transaction  with the
company and further, to abstain from voting on such transaction. Therefore, as a
practical  matter,  if each  member of the  company's  board of  directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the company's board
of directors as a result of the inability of the board to affirmatively  approve
such a transaction.

         It is possible  that persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the company.  In the event the
company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be  compensated  for his
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  common stock issued by the company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the company  will receive any finders'  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the company's
business plan outlined herein.

         The company has adopted a policy  that its  affiliates  and  management
shall not be issued  further  common shares of the company,  except in the event
discussed in the preceding paragraphs.

         While  all  of  the   companies'   officers,   directors   and  insider
shareholders have been involved in transactions  involving "shell"  corporations
which are blank check or blind pool companies,  none of them has been previously
involved in establishing a blank check or blind pool company offering to be used
in a shell  transaction.  A "blank  check"  company is a company  that is formed
without a specified business as its purpose. A "blind pool" company is a company
that has raised money through a public or private offering for use to acquire an
unspecified, undesignated business or company. Our company was not formed either
as a "blank check" or a "blind pool"  company.  It was formed to be an operating
company  in the  import-and-export  of parts made in India for  automobiles  and
other vehicles. It did not succeed in that business due to the death of the sole
officer of our company that had the necessary contacts in India.

         New SEC  regulations  expected  to take  effect in  November  2005 will
impose  additional  burdens  on shell  companies  that are  parties  to  reverse
mergers.  Such  companies  will be  required  to file with the SEC,  within four
business days of executing a reverse  merger  contract,  the audited and interim
financial  statements  of the company to be acquired  and the other  information
about  such  company  that  would be  required  to be in a Form 10 or 10-SB.  At
present the filing of such  financial  information  can be delayed until 60 days
after the reverse merger is actually  effected,  and the other  information that
would be in a Form 10 or 10-SB is not  explicitly  required in the Form 8-K that
is filed to report the transaction.  These new filing  requirements are expected
to inhibit or even prevent the accomplishment of most proposed reverse mergers.

Conflicts of Interest
---------------------

         The officers  and  directors of the company will not devote more than a
portion of their time to the  affairs of the  company.  There will be  occasions
when the time  requirements of the company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the company.

         The officers and directors of the company may be directors or principal
shareholders of other companies and, therefore, could face conflicts of interest
with respect to potential acquisitions.  In addition,  officers and directors of
the company may in the future participate in business  ventures,  which could be
deemed to compete  directly with the company.  Additional  conflicts of interest



                                       33
<PAGE>

and non-arms length  transactions  may also arise in the future in the event the
company's  officers or directors are involved in the management of any firm with
which the company  transacts  business.  The  company's  board of directors  has
adopted a policy that the Company  will not seek a merger with,  or  acquisition
of, any entity in which management  serve as officers or directors,  or in which
they or their  family  members  own or hold a  controlling  ownership  interest.
Although the board of directors could elect to change this policy,  the board of
directors  has no present  intention to do so. In  addition,  if the company and
other  companies with which the company's  officers and directors are affiliated
both desire to take  advantage  of a potential  business  opportunity,  then the
board of directors has agreed that said opportunity  should be available to each
such company in the order in which such  companies  registered or became current
in the filing of annual reports under the '34 Act.

         The  company's   officers  and  directors  may  actively  negotiate  or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is anticipated that a substantial premium over the initial cost
of such  shares may be paid by the  purchaser  in  conjunction  with any sale of
shares by the company's  officers and directors which is made as a condition to,
or in connection  with, a proposed merger or acquisition  transaction.  The fact
that a substantial  premium may be paid to the company's  officers and directors
to acquire  their  shares  creates a potential  conflict of interest for them in
satisfying  their  fiduciary  duties to the company and its other  shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally  required to make the decision  based upon the best  interests of the
company and the  company's  other  shareholders,  rather than their own personal
pecuniary benefit.

         No executive officer,  director, person nominated to become a director,
promoter or control person of our company has been involved in legal proceedings
during the last five years such as

         o        bankruptcy,

         o        criminal  proceedings  (excluding traffic violations and other
                  minor offenses), or

         o        proceedings  permanently  or temporarily  enjoining,  barring,
                  suspending or otherwise  limiting his  involvement in any type
                  of business, securities or banking activities.

         o        Nor has any such  person  been  found by a court of  competent
                  jurisdiction in a civil action, or the Securities and Exchange
                  Commission or the Commodity Futures Trading Commission to have
                  violated a federal or state securities or commodities law.




                                       34
<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act.

         Based  solely upon a review of Forms 3 and 4  furnished  to the company
under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal
year and Forms 5 furnished to the company with respect to its most recent fiscal
year and any  written  representations  received  by the  company  from  persons
required to file such forms, the following persons - either officers,  directors
or  beneficial  owners  of more than ten  percent  of any class of equity of the
company  registered  pursuant  to Section 12 of the  Securities  Exchange  Act -
failed  to file on a timely  basis  reports  required  by  Section  16(a) of the
Securities  Exchange  Act during the most  recent  fiscal  year or prior  fiscal
years:

                                                                 No. of Failures
                                          No. of Transactions       to File a
         Name     No. of Late Reports     Not Timely Reported    Required Report
         ----     -------------------     -------------------    ---------------

         None           None                    None                  None


Audit Committee and Audit Committee Financial Expert

         Our  directors  serve as our  audit  committee.  There is no  financial
expert serving on the audit  committee.  We have no financial  expert serving on
the audit committee,  because we have no assets of substantial value and have no
ongoing business activities.

Code of Ethics

         We have  adopted a Code of Ethics that  applies to our chief  executive
officer,  chief  financial  officer,  and - should we acquire  such -  principal
accounting officer or controller or persons performing similar functions. A copy
of the Code of Ethics was filed as an exhibit to the Form 10-KSB  annual  report
for the fiscal year ended March 31, 2004.

ITEM 10. EXECUTIVE COMPENSATION.

         No officer or  director  has  received  any  remuneration  prior to the
filing of this Form 10-KSB.  Although there is no current plan in existence,  it
is possible that the company will adopt a plan to pay or accrue  compensation to
its  officers  and   directors   for  services   related  to  seeking   business
opportunities and completing a merger or acquisition  transaction.  See "Certain
Relationships  and  Related  Transactions."  The  company  has no stock  option,
retirement,  pension,  or profit-sharing  programs for the benefit of directors,
officers or other employees,  but the board of directors may recommend  adoption
of one or more such programs in the future.

         Stock Options.
         --------------

         During the last three  fiscal  years,  the  officers  and  directors of
Radale have received no Stock Options and no stock options are outstanding.




                                       35
<PAGE>

         Employment Contracts.
         ---------------------

         We have no employment contracts.

         Directors of the company receive no compensation  for their services as
directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The table below sets forth, as of July 12, 2005 the number of shares of
common  stock  of  Internet  Infinity  beneficially  owned by each  officer  and
director of Radale  individually  and as a group, and by each owner of more than
five percent of the common stock.


---------------------------------- ------------------------ --------------------
                                                                  Percent of
                                                                 Outstanding
Person                                  No. of Shares               Shares
---------------------------------- ------------------------ --------------------
Lee D. Dodson
429 Santa Dominga
Solana Beach, CA 92075                     650,000                  30.4%
---------------------------------- ------------------------ --------------------
Ken Swanson
P.O. Box 2822
Rancho Santa Fe, CA 92067                  123,400                    5.8%
---------------------------------- ------------------------ --------------------
Gary E. Bryant (2)
16 Carmel Woods
Laguna Niguel, CA 99267                    445,300                  20.8%
---------------------------------- ------------------------ --------------------
Mayuri Pujara
4325 Larson Lane
Carlsbad, CA 92008                         463,000                  21.7%
---------------------------------- ------------------------ --------------------
Thomas J. Kenan (1)
212 N.W. 18th Street
Oklahoma City, OK 73103                    250,000                  11.7%
---------------------------------- ------------------------ --------------------
Officers and Directors
As a Group (2 persons)                     773,400                  36.2%
---------------------------------- ------------------------ --------------------


(1)      125,000  of these  shares  are held of record by the  Marilyn  C. Kenan
         Trust. Marilyn C. Kenan is the spouse of Thomas J. Kenan.

(2)      These  shares are held of record as  follows:  Gary E. Bryant - 241,000
         shares;  Suzanne Bryant,  Mr.  Bryant's spouse - 3,000 shares;  Gary E.
         Bryant,  custodian  for the benefit of Jan Cecil Bryant - 1,000 shares;
         Gary E.  Bryant,  custodian  for the  benefit  of Chase  E.  Palm - 200
         shares;  Newport  Capital  Consultants,  Inc., a corporation  under the
         control of Mr. Bryant - 100,000  shares;  and 100,000  shares held in a
         brokerage account.




                                       36
<PAGE>

Changes in Control
------------------

         There are no  arrangements  which may  result in a change in control of
the company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Since inception, the company has loaned money to its officers and major
stockholders,  Raj Pujara and Ken  Swanson.  As of March 31,  2005,  the related
party receivables - including accrued interest of $50,836 - amounted to $227,286
and were in default. Because of the uncertainty of collection, the entire amount
was charged to operations in the fiscal year that ended March 31, 2001.

         The repayment of the principal and accrued interest has been guaranteed
by Lee D. Dodson,  the company's  chief  executive  officer and a director.  The
debtors,  for his guarantee,  have pledged their common stock  totaling  586,400
shares, to Mr. Dodson.

         Also since  inception,  the company  has  borrowed  money from  related
parties.   As  of  March  31,  2005,   the  company  owed  $911,728  to  various
shareholders, which amount includes accrued interest of $422,564. The promissory
notes  representing this company debt bear interest ranging from 5 percent to 10
percent and are currently in default.

         No officer,  director,  or  affiliate of the company has or proposes to
have any  direct or  indirect  material  interest  in any asset  proposed  to be
acquired  by the company  through  security  holdings,  contracts,  options,  or
otherwise.

         The company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party or affiliate  for  consulting  services to
assist management in evaluating a prospective business opportunity would be paid
in stock  or in cash.  Any  such  issuance  of stock  would be made on an ad hoc
basis.  Accordingly,  the company is unable to predict whether or in what amount
such a stock issuance might be made.

         Although there is no current plan in existence, it is possible that the
company  will adopt a plan to pay or accrue  compensation  to its  officers  and
directors for services related to seeking business  opportunities and completing
a merger or acquisition transaction.

         The company maintains a post office mailing address, but otherwise does
not maintain an office.  As a result, it pays no rent and incurs no expenses for
maintenance of an office and does not anticipate paying rent or incurring office
expenses  in the  future.  It is likely  that the  company  will  establish  and
maintain an office after completion of a business combination.

         Although management has no current plans to cause the company to do so,
it is possible that the company may enter into an agreement  with an acquisition
candidate requiring the sale of all or a portion of the common stock held by the
company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the company's current  stockholders,  or requiring the future



                                       37
<PAGE>

employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

ITEM 13. EXHIBITS.

         The following  exhibits are filed,  some by incorporation by reference,
as part of this Form 10-KSB:

Exhibit
Number            Description of Exhibit
------            ----------------------

2                 Plan of Merger  between  Radale  Imports,  Inc. (a  California
                  corporation) and Radale Imports, Inc. (a Nevada corporation)

3                 Amended  and  Restated  Articles  of  Incorporation  of Radale
                  Imports, Inc., a California corporation*

3.1               Bylaws of Radale Imports, Inc., a California corporation*

3.2               Articles of  Incorporation  of Radale Imports,  Inc., a Nevada
                  corporation

3.3               Bylaws of Radale Imports, Inc., a Nevada corporation

14                Code of Ethics for CEO and Senior Financial Officers**

16                Letter of  January  14,  2005  from  J.H.  Cohn LLP to the SEC
                  regarding its concurrence or disagreement  with the statements
                  made in Item  4.01 of Form  8-K  Current  Report  December  1,
                  2004***

31                Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.

31.1              Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.

32                Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

32.1              Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.





                                       38
<PAGE>

         *Previously  filed with Form 10-SB  Commission  file number  000-49708;
         incorporated herein.

         **Previously filed with Form 10-KSB FYE 03-31-04 Commission file number
         000-49708; incorporated herein.

         ***Previously  filed  with Form 8-K  Current  Report  December  1, 2004
         Commission file number 000-49708; incorporated herein.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Audit Fees. Our principal  independent  accountants billed us, for each
of the last two fiscal years, the following  aggregate fees for its professional
services rendered for the audit of our annual financial statements and review of
financial  statements  included  in our Form  10-QSB  reports or other  services
normally  provided  in  connection  with  statutory  and  regulatory  filings or
engagements for those two fiscal years:

                  Fiscal Year ended March 31, 2005            $22,066
                  Fiscal Year ended March 31, 2004            $24,000

         Audit-Related Fees. Our principal independent accountant billed us, for
each of the last two fiscal years,  the following  aggregate  fees for assurance
and  related  services  reasonably  related to the  performance  of the audit or
review of our financial statements and not reported above under "Audit Fees":

                  Fiscal Year ended March 31, 2005            $-0-
                  Fiscal Year ended March 31, 2004            $-0-

         Tax Fees. Our principal independent accountant billed us, for each of
the last two fiscal years, the following aggregate fees for professional
services rendered for tax compliance, tax advice and tax planning:

                  Fiscal Year ended March 31, 2005            $-0-
                  Fiscal Year ended March 31, 2004            $-0-

         All Other Fees.  Our principal  independent  accountant  billed us, for
each of the last two fiscal years, the following aggregate fees for products and
services  provided by it,  other than the  services  reported in the above three
categories:

                  Fiscal Year ended March 31, 2005            $-0-
                  Fiscal Year ended March 31, 2004            $-0-

         Pre-Approval  of Audit and  Non-Audit  Services.  The  Audit  Committee
charter  requires that the committee  pre-approve  all audit,  review and attest
services and non-audit services before such services are engaged.




                                       39
<PAGE>

                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

DATED:  July 14, 2005             RADALE IMPORTS, INC.



                                  By  /s/ Lee D. Dodson
                                     -------------------------------------------
                                     Lee D. Dodson, Chief Executive Officer


         In accordance with the Exchange Act, this report has been signed by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



DATED:  July 14, 2005              /s/ Lee D. Dodson
                                  ----------------------------------------------
                                  Lee D. Dodson, Chief Financial Officer
                                  and Director




DATED:  July 14, 2005              /s/ Ken Swanson
                                  ----------------------------------------------
                                  Ken Swanson, President, Secretary and Director






                                       40
<PAGE>

                              RADALE IMPORTS, INC.

                          COMMISSION FILE NO. 000-49708

                                INDEX TO EXHIBITS

                                   FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2005


         The following  exhibits are filed,  some by incorporation by reference,
as part of this Form 10-KSB:

Exhibit
Number            Description of Exhibit

2                 Plan of Merger  between  Radale  Imports,  Inc. (a  California
                  corporation) and Radale Imports, Inc. (a Nevada corporation)

3                 Amended  and  Restated  Articles  of  Incorporation  of Radale
                  Imports, Inc., a California corporation*

3.1               Bylaws of Radale Imports, Inc., a California corporation*

3.2               Articles of  Incorporation  of Radale Imports,  Inc., a Nevada
                  corporation

3.3               Bylaws of Radale Imports, Inc., a Nevada corporation

14                Code of Ethics for CEO and Senior Financial Officers**

16                Letter of  January  14,  2005  from  J.H.  Cohn LLP to the SEC
                  regarding its concurrence or disagreement  with the statements
                  made in Item  4.01 of Form  8-K  Current  Report  December  1,
                  2004***

31                Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.

31.1              Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  302 of the
                  Sarbanes-Oxley Act of 2002.


32                Certification of Chief Executive Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.

32.1              Certification of Chief Financial Officer pursuant to 18 U.S.C.
                  Section  1350,  as  adopted  pursuant  to  Section  906 of the
                  Sarbanes-Oxley Act of 2002.





                                        1
<PAGE>

         *Previously  filed with Form 10-SB  Commission  file number  000-49708;
         incorporated herein.

         **Previously filed with Form 10-KSB FYE 03-31-04 Commission file number
         000-49708; incorporated herein.

         ***Previously  filed  with Form 8-K  Current  Report  December  1, 2004
         Commission file number 000-49708; incorporated herein.



















                                        2