U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                                   FORM 10-KSB
|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                  For the fiscal year ended December 31, 2004

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

                  For the transition period from _____ to_____
                         Commission File Number: 1-9431

                                ADAL GROUP, INC.
                                ----------------
              (Exact name of small business issuer in its charter)

                       Delaware                   94-3012230
                       --------                   ----------
            (State or other jurisdiction of    (I.R.S. Employer
            incorporation or organization)    Identification No.)

                    Billhurst Studio                RH7 6B7
                    ----------------                -------
                  Lingfield Common Road            (Zip Code)
                    Lingfield, Surrey
                     United Kingdom
                    ----------------
          (Address of principal executive offices)

                  Registrant's Telephone Number: 44-342-833855

        Sunningdale, Inc., 925 West Lambert Road, Suite A, Brea CA, 92821
        -----------------------------------------------------------------
                            (Former Name and Address)

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

             Securities registered under 12(g) of the Exchange Act:
                        Common Stock, par value $0.0001

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES |X|  NO | |

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  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. | |

Issuer's revenues for its most recent fiscal year: $29,228,000.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of  the  Registrant  as of  March  31,  2005  was  approximately
$153,000,  based upon the closing  sale price of $6.00 per share as reported
by The Over the Counter Bulletin Board on such date.

There were 2,860,001 shares of the Company's  common stock  outstanding on March
31, 2005.

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

<PAGE>

DOCUMENTS INCORPORATED BY REFERENCE - The information required to be disclosed
under Part III of this Annual Report on Form 10-KSB is being incorporated by
reference to the Registrant's Definitive Proxy Statement filed on April 8, 2005,
for its Annual Meeting of Stockholders to be held on May 19, 2005.


<PAGE>

                                                TABLE OF CONTENTS

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                                                                                                         Page
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<S>                                                                                                      <C>
PART I
         Item 1.     Description of Business..............................................................2
         Item 2.     Description of Property..............................................................9
         Item 3.     Legal Proceedings...................................................................10
         Item 4.     Submission of Matters to a Vote of Security Holders.................................10

PART II..................................................................................................10
         Item 5.     Market for Common Equity and Related Stockholder Matters............................10
         Item 6.     Management's Discussion and Analysis................................................11
         Item 7.     Financial Statements................................................................17
         Item 8.     Changes in and Disagreements With Accountants on Accounting
                     and Financial Disclosure............................................................18
         Item 8A.    Controls and Procedures.............................................................18
         Item 8B.    Other Information...................................................................18
PART III 1
         Item 9.     Directors and Executive Officers of the Registrant..................................18
         Item 10.    Executive Compensation..............................................................18
         Item 11.    Security Ownership of Certain Beneficial Owners and Management and
                     Related Stockholder Matters.........................................................19
         Item 12.    Certain Relationships and Related Transactions......................................19
         Item 13.    Exhibits, List and Reports on Form 8-K..............................................19
         Item 14.    Principal Accountant Fees and Services..............................................20

</TABLE>

                                       i

<PAGE>

                                     PART I

      Item  1. Description of Business.

Overview

            AdAl Group, Inc. f/k/a Sunningdale, Inc. ("We" or the "Company") was
incorporated in Delaware in 1986. Currently, our headquarters are located in the
United  Kingdom.  We are a  diversified  producer  of  aluminum  extrusions  and
manufactured  parts  and  products.  We  are  the  parent  company  for  several
established  businesses  that  provide  complete  one-stop  aluminum  extrusion,
machining,  and assembly services,  which include:  AdAl Seco, AdAl Engineering,
AdAl Extra,  AdAl  Climatix,  and the newly added AdAl  Architectural  Division,
consisting  of  AdAl  Guilform.  Our  long-term  goal is to  create  synergistic
benefits  through the  acquisition and  streamlining  of  vertically-integrated,
value-added   aluminum   extrusion,   machining,   manufacturing   and  assembly
operations.

Share Exchange

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

Products and Services

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

      o     AdAl Seco

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

            Seco's extrusion process consists of a heated  cylindrical billet of
            aluminum being forced  through a uniquely  shaped die, which defines
            the structural and quality  aspects of the product.  Each customer's
            part  has  a  steel  die  designed  to  their  specifications.  Seco
            currently houses approximately 17,000 such dies for its customers.

            Seco's principal raw material is aluminum billets.  Despite the wide
            availability  of aluminum  billets  through an openly  traded market
            (London  Metal  Exchange),   the  Company  protects  itself  against
            supply-chain  interruption  through  contracts  with  four  to  five
            smelters.  Seco also hedges  against price  fluctuations  in its raw
            materials supply by buying a proportion of its raw materials through
            long dated  contracts  (12 to 18 months out),  a proportion  through
            short  dated  contracts  (three to six months  out) and the  balance
            through the spot market. Smelters distribute the amount requested by
            Seco on a monthly basis.  The contracts are  re-negotiated  annually
            and billets  are priced at a set rate at the time of  renegotiation.
            Management  has  partially  offset the  negative  impact of aluminum
            price volatility by increasing customer cost and will continue to do
            so in the future.

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

                                        2
<PAGE>

            We believe there are twenty-seven  aluminum  extrusion  presses that
            exist in the United  Kingdom,  which provided the market with nearly
            150,000  tons of  aluminum in 2004 Seco owns and  operates  three of
            these presses and produced  approximately  5,600 tons of product, or
            3.7%,  of the total  estimated  UK  market  production  of  extruded
            aluminum  in  2004.  Through  process   enhancements  and  equipment
            upgrades,  management believes Seco can improve its existing output.
            Management  intends to implement the following  enhancements  to its
            presses:

                  o     Add a puller  to one of the  Company's  larger  presses,
                        which  will  reduce  the  current  amount of scrap  made
                        during production by up to 10%.
                  o     Replace the existing  heating  elements on one press. If
                        the  existing  heating  element  malfunctions,  it takes
                        approximately  nine hours to cool it down,  two hours to
                        replace it, and nine hours to heat it up-- a total of 20
                        hours.  By  installing  a new  state of the art  heating
                        element, this downtime will be reduced by roughly 80%.
                  o     We plan to add a complete new handling system for one of
                        our 7 inch presses in May 2005.  This  handling  system,
                        known as a table,  transports extruded aluminum from the
                        press to the cutting stations.  The table will require a
                        capital  investment of  approximately  $300,000,  and we
                        believe it will  improve our quality and thereby open up
                        new market opportunities.
                  o     Add another  cutting  station to the extrusion line. The
                        current   process  has  a   bottleneck   caused  by  the
                        production  of  extruded  raw  product  faster  than the
                        cutting  station can cut metal.  Another cutting station
                        will reduce costs related to production delays and labor
                        (overtime).  The  estimated  cost  of  the  new  cutting
                        station is approximately  $100,000 and it will provide a
                        return on investment within 12 to 18 months. Managements
                        plans to install it in the third quarter of 2005.

            Seco currently employs approximately 140 persons and operates out of
            a 49,000  square  foot  company  owned  facility  in Witham,  Essex,
            England.

      o     AdAl Engineering

            AdAl   Engineering  Ltd.   (formerly   W.H.J.   Fagg  and  Son  Ltd)
            ("Engineering"),  founded in 1965 and  purchased  by the  Company in
            January 2004, provides precision engineering, tool making and volume
            production of machined  aluminum  components.  Approximately  60% of
            Engineering's  production  is supplied to the  automotive  industry,
            principally  in the form of parts  for air  conditioning  units  and
            other  components,   20%  to  building   products,   hydraulics  and
            pneumatics,  electric  motors  and  leisure  and 20% to the  British
            Ministry of Defense for gun cleaning kits. Engineering uses Computer
            Numeric Controlled (CNC) machines in its production facilities.

            Engineering is a manufacturer  of parts for air  conditioning  units
            for   motor   vehicles   produced   by  major   Original   Equipment
            Manufacturers  ("OEMs"). 60% of Engineering's revenues attributed to
            the automotive  sector is divided  between two principal  customers,
            Denso Manufacturing and Calsonic Kansei, 40% and 20%,  respectively.
            Our products can be found in noted motor vehicle brands such as Land
            Rover,  BMW,  Audi and Toyota.  Management  expects  that the use of
            Engineering's parts in cars and in a wide range of noted brands will
            continue due to the move toward  standardization of air conditioning
            units in cars. The  competition in this market sector is very strong
            but we believe that  Engineering  is  considered  to be a proven and
            reliable supplier with consistent quality.  Engineering provides its
            components  directly to the OEM's production lines on a just-in-time
            basis.

            Engineering's   building  products  consist  primarily  of  aluminum
            double-glazing and window bars,  hardware and handles.  Machining is
            done on parts for electric motors, hydraulic and pneumatic products.
            Engineering  also  produces  various  parts for products used in the
            leisure  fishing  industry.   Engineering's  principal  product  for
            defense customers is a gun cleaning kit sold to the United Kingdom's
            Ministry of Defense and used by the country's frontline soldiers. In
            2004, 30,000 such kits were sold.

            Engineering   currently   purchases   nearly  60%  of  its  aluminum
            extrusions  from  Seco.  Pricing  is on an  arms-length  basis.  The
            remaining  portion of Engineering's  aluminum is sourced through the
            Japanese  market  from  suppliers  approved  by  various  customers.
            Engineering also uses a small amount of steel to manufacture some of
            its products.

            AdAl Seco and Engineering  have  complimentary  roles because nearly
            every piece of extruded aluminum produced by AdAl Seco requires some
            degree  of  secondary  machining,  from  the  more  straight-forward
            aspects  of  cutting  to  the  more  complex  CNC  machining.  Thus,
            Engineering has the opportunity to work with Seco to offer customers
            a significantly higher level of value added production. Management's
            plans for Engineering

                                       3
<PAGE>

            over the next  twenty-four  months  include an  increase in domestic
            market share,  an improved labor cost ratio and further  penetration
            of the value-added parts of the business.

            To support the expected growth and anticipated production increases,
            management plans to invest in additional  automated equipment and to
            advance its technological  operations.  In this regard, we intend to
            purchase two fully automated  machining centers, to upgrade existing
            machinery to semi and full automation  where needed,  and adopt lean
            process practices.

            Engineering currently has 60 employees.

      o     AdAl Extra

            AdAl Extra Ltd ("EX"), a division of Seco,  specializes in extrusion
            design,  aluminum forming and machining,  and aluminum  welding.  EX
            provides complete product manufacturing,  assembly,  warehousing and
            delivery.  It also provides value added  finishing  services to Seco
            extruded  parts.  EX  focuses  on  the  value-added  aspects  of the
            aluminum extrusions  process,  with services ranging from design and
            machining to assembly and welding.

            Management  plans  to  build EX into a  leading  supplier  of a full
            assortment of off-the-shelf  high quality products.  This will allow
            EX to become a  provider  of  customized  solutions,  a  carrier  of
            standard  components,  and  a  parts  distribution  company  through
            catalog marketing.

      o     AdAl Climatix

            AdAl Climatix Ltd ("Climatix"),  a division of Seco,  specializes in
            the   architectural   design  and   manufacturing   of  heating  and
            ventilating  air  conditioning  systems.  This newly formed division
            offers its  customers a complete  turnkey  solution  for  customized
            projects. The AdAl Group intends to capitalize on the post-extrusion
            production which includes  assembly,  packaging,  and delivery,  and
            development of proprietary products for its clients.

            We plan to expand the Climatix business on a project basis. Climatix
            will  continue  creating  aluminum-based  designs  that are  unique,
            reliable and highly efficient.  Several concepts are underway and in
            varying stages ranging from establishment of trademarks to prototype
            testing and contracts  including low surface  temperature  products,
            innovative  space and cost  saving  domestic  heating  products  and
            radiant heat products for use in the building and  refurbishment  of
            hospitals.

      o     AdAl Architectural Division

            AdAl Guilform ("Guilform") formerly known as Guilform Holdings Ltd.,
            is a United  Kingdom (UK) based  manufacturer  of aluminum  building
            facades.  In February  2005,  we  purchased  all of the  outstanding
            shares  of  Guilform,   which  resulted  in  Guilform  becoming  our
            wholly-owned subsidiary. We also appointed Gary O'Connor as Managing
            Director of our newly formed Architectural Division.

            Guilform  fabricates  commercial  building facades for suppliers and
            installers of the main building  contractors in the United  Kingdom.
            Guilform has an excellent  reputation  in the market  place,  a very
            experienced and  professional  workforce and quality  standards that
            are  amongst  the  highest in the  industry.  We plan to develop the
            business  by  adding  AdAl  Architectural  proprietary  designs  and
            introduce these designs to architects globally.

Principal Customers

The Company has a broad range of  customers in various  industries  that utilize
aluminum  products,  such as,  automotive-  heat exchange and vehicle  finishing
products,  domestic and commercial properties (windows,  doors, showers,  blinds
and partitioning),  lighting,  heating and ventilation,  aircraft and aerospace,
shipbuilding,  oil/gas  platforms,  electrical  machinery  and  equipment,  shop
fittings and supply  fabricators and extrusion  wholesalers.  The Company has no
dependence  on any  individual  customer or group of  customers  and has a truly
diversified and growing customer base.

                                       4
<PAGE>

Principal Suppliers

The group purchases its raw materials from the world's  principal  smelters e.g.
Alcoa,  Dubai  Aluminum,  Hydro  Aluminum  and Rio Tinto  Aluminum.  There is an
excellent  supply of aluminum  globally and the raw  materials  for smelting are
abundant in the earth's crust.

Licensing Agreements

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

Sales and Marketing

Sales and customer service for each of the Company's  operating  subsidiaries is
handled by in-house  sales  employees.  Over the next year, the Company plans to
focus on the cross-selling of products and services between subsidiaries.

Competition

The UK  extrusion  market  is  dominated  (75% of the  market)  by  three  major
extruders, Alcoa, Hydro and SAPA. AdAl Seco is the fifth largest supplier in the
remaining  25%.  AdAl  Seco does not  directly  compete  with the  three  market
leaders,  who generally  focus on the high volume low priced  market.  AdAl Seco
differentiates itself by providing a very flexible, high quality, "just in time"
product to the  market  place.  There is ample  opportunity  for the  Company to
increase its market share and reach maximum  capacity in the next few years. The
market  clearly  reacts to price but we believe a greater  emphasis is placed on
service  and  quality  and that AdAl  Seco is well  placed  to  explore  further
opportunities within its niche.

The AdAl  Engineering  market place is largely  untapped and we have focused our
core  business  on  automotive  heat  exchange  products  and  have  very few UK
competitors.  The barriers to entry in the automotive  market are cost and time,
quality approval by  manufacturers  and the time period required to achieve that
approval  (up to two years).  These  factors,  coupled with the life cycles of a
vehicle  model (six plus  years)  make this an  excellent  platform to build our
engineering  business.  Our focus is on  maintaining  our quality  and  delivery
standards  for our main  automotive  customers and we wish to continue this core
activity  whilst adding more diverse  products to the AdAl  Engineering  product
mix.

Governmental Regulation

Government is likely to increase its support for the aluminum industry in the UK
and  will  promote  the  environmentally  responsible  nature  of  the  product,
emphasizing the excellent recycling achievements over recent years.

Environmentally  there is little  impact on the Company.  The Company  currently
complies  with the  environmental  manufacturing  requirements  with  respect to
waste. There are no material costs associated with environmental compliance.

Employees

As at December 31, 2004, the Company employed 208 staff; 139 full time employees
at  AdAl  Seco  (103  manufacturing  staff,  36  office  and  management),  AdAl
Engineering employed 65 staff (58 production staff, including 20 temporary staff
and 7  office  and  management)  and we have  four  employees  at the  Company's
headquarters,

Research and Development

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

                                       5
<PAGE>

Recent Developments

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

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

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

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

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

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

      In connection with the Closing,  the Company also entered into a financial
advisory  agreement  with Keating  Securities,  LLC  ("Keating  Securities"),  a
registered broker-dealer,  under which Keating Securities will be compensated by
the Company for its advisory services rendered to the Company in connection with
these transactions.

                                       6
<PAGE>

The transaction advisory fee is $190,000.  The financial advisory agreement also
appoints  Keating  Securities as the  Company's  exclusive  placement  agent for
private and public  offerings of the  Company's  securities  during the one year
period following the Closing.

                                       7
<PAGE>

RISK FACTORS

In  addition  to the other  information  in this annual  report,  the  following
factors should be considered  carefully in evaluating the Company's business and
prospects.  THE FOLLOWING  MATTERS,  AMONG OTHERS,  MAY HAVE A MATERIAL  ADVERSE
EFFECT ON THE BUSINESS, FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR
PROSPECTS,  FINANCIAL OR OTHERWISE, OF THE COMPANY. REFERENCE TO THIS CAUTIONARY
STATEMENT IN THE CONTEXT OF A  FORWARD-LOOKING  STATEMENT OR STATEMENTS SHALL BE
DEEMED TO BE A STATEMENT THAT ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT
OR STATEMENTS.

                          RISKS RELATED TO OUR BUSINESS

Revenues may not be consistent due to fluctuating demand for products. We derive
revenues through the sale of products to our customers.  Fluctuating  demand for
our products by our customers  may result from a variety of factors,  including,
but not  limited to  customers'  industries  market  falling,  the  weather  and
competition from imports. If customer demand for our products is not consistent,
our  revenues  would  be  adversely  affected.  Our  industry  has  historically
experienced  a very slow start to each year with  December  and the first  three
months of the year  being the lowest in terms of sales;  this is largely  due to
the seasonal  nature of a large  proportion of the customer  base, the Christmas
holiday period slow down and year end inventory reduction by customers.

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

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

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

                        RISKS RELATED TO OUR COMMON STOCK

Our  president  and chief  executive  officer  controls a majority of our common
stock.   Nicholas   Shrager,   our  President  and  Chief   Executive   Officer,
individually, and through a trust over which he is co-trustee, beneficially owns
60.9% of our outstanding  Common Stock. As a result, Mr. Shrager has the ability
to control the outcome of all matters requiring shareholder approval,  including
the election of directors and approval of  significant  corporate  transactions,
such as mergers,  consolidations or the sale of substantially all of our assets.
Consequently, this concentration of ownership may have the effect of delaying or
preventing  a change of  control,  including  a merger,  consolidation  or other
business  combination  involving us, or  discouraging a potential  acquiror from
making a tender offer or otherwise attempting to obtain control,  even if such a
change of control would benefit our other shareholders.

Operations  could be  curtailed if we are unable to obtain  required  additional
financing.  We have incurred net losses  amounting to $2,454,000 since inception
and have a capital  deficiency  of  $4,179,000  at December 31, 2004. We need to
raise  additional  capital to sustain  operations and provide funds to invest in
new plant and equipment,  through public or private financing, which may include
the sale of equity  securities.  The issuance of these equity  securities  could
result in dilution to our stockholders.  In addition,  if we are unable to raise
the capital when needed,  our business  strategy could be affected,  which could
severely limit our ability to continue operations.

                                       8
<PAGE>

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

There has not been significant  trading in our common stock. Our Common Stock is
quoted on the Over the Counter Bulletin Board. To date, there has been a limited
trading market for the Common Stock.  There is a significant risk that our stock
price may fluctuate  dramatically in the future in response to any or all of the
following factors, some of which are beyond our control:

      o     variations in our quarterly operating results;

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

      o     general economic slowdowns;

      o     changes in market valuations of similar companies;

      o     sales of large blocks of our Common Stock;

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

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

      o     the cost and  management  time  associated  with the  integration of
            newly acquired businesses;

      o     the increasing threat of low priced imports from China and India;

      o     the ability of the Company to attract  equity  investors  to support
            the planned growth of the Company; and

      o     rising raw material costs if AdAl is unable to pass these costs onto
            customers

      Item  2. Description of Property.

We operate from the following facilities:

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

      o     The  corporate  offices are in  Lingfield  in Surrey.  We rent these
            offices  for  $9,000  per  annum  from  one  of our  Directors  on a
            month-to-month basis.

                                       9
<PAGE>

      Item  3. Legal Proceedings.

      We are not subject to any legal proceedings.

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

      There were no matters  submitted to a vote of security  holders during the
fourth quarter.

                                    PART II

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

            Our common  stock is listed on the Over the Counter  Bulletin  Board
under the symbol  "ADGR".  The following  table sets forth the range of high and
low bid prices  reported by the Over the Counter  Bulletin  Board in each fiscal
quarter  from  January 1, 2003 to December  31,  2004.  The  quotations  reflect
inter-dealer prices,  without retail mark-up,  mark-down or commission,  and may
not  represent  actual  transactions.  Information  presented for dates prior to
October 18, 2004, relate to the Company prior to the share exchange  transaction
described elsewhere in this Form 10-KSB,

                                          High             Low
                                          ----             ---
Fiscal 2003
-----------
Quarter Ended March 31, 2003             $0.84            $0.14
Quarter Ended June 30, 2003              $0.84            $0.15
Quarter Ended September 30, 2003         $4.90            $0.18
Quarter Ended December 31, 2003          $2.00             1.01
Fiscal 2004
-----------
Quarter Ended March 31, 2004             $5.25            $2.75
Quarter Ended June 30, 2004              $3.25            $1.50
Quarter Ended September 30, 2004         $3.25            $1.01
October 1, 2004 - October 27, 2004       $1.01            $1.01
October 28, 2004 -  December 31, 2004*   $5.00            $1.01
Fiscal 2005
-----------
January 1, 2005 - March 31, 2005         $5.20            $5.00
*Represents stock performance for periods after the share exchange transaction.

            As of March 31, 2005, there were approximately 487 record holders of
the common stock. This number does not reflect shareholders who beneficially own
common stock held in nominee or "street name".

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

            There was no repurchase of stock in the fourth quarter.

            Recent Sales of Unregistered Securities

            There  were no sales of  unregistered  securities  during the period
covered by this report that were not previously  reported in a Quarterly  Report
on Form 10-QSB or in a Current Report on Form 8-K.

                                       10
<PAGE>

      Item  6. Management's Discussion and Analysis.

THIS  ANNUAL  REPORT  ON  FORM  10-KSB  CONTAINS   STATEMENTS  WHICH  CONSTITUTE
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE  "EXCHANGE  ACT").  DISCUSSION  CONTAINING
SUCH FORWARD-LOOKING STATEMENTS MAY BE FOUND IN THE MATERIAL SET FORTH BELOW AND
UNDER  "BUSINESS," AS WELL AS WITHIN THE ANNUAL REPORT  GENERALLY.  IN ADDITION,
WHEN USED IN THIS ANNUAL REPORT, THE WORDS "BELIEVES," "ANTICIPATES," "EXPECTS,"
"PLANS,"  "INTENDS,"  "SHOULD,"  "WILL" AND SIMILAR  EXPRESSIONS ARE INTENDED TO
IDENTIFY FORWARD-LOOKING  STATEMENTS.  FORWARD-LOOKING STATEMENTS AND STATEMENTS
OF  EXPECTATIONS,  PLANS  AND  INTENT  ARE  SUBJECT  TO A NUMBER  OF  RISKS  AND
UNCERTAINTIES.  ACTUAL RESULTS IN THE FUTURE COULD DIFFER  MATERIALLY FROM THOSE
DESCRIBED  IN  THE  FORWARD-LOOKING   STATEMENTS  AS  A  RESULT  OF  CHANGES  IN
TECHNOLOGY,  CUSTOMER  REQUIREMENTS AND NEEDS, AMONG OTHER FACTORS. WE UNDERTAKE
NO  OBLIGATION  TO  RELEASE  PUBLICLY  THE  RESULTS  OF ANY  REVISIONS  TO THESE
FORWARD-LOOKING  STATEMENTS  THAT MAY BE MADE TO REFLECT  ANY  FUTURE  EVENTS OR
CIRCUMSTANCES.

OVERVIEW

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

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

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

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

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

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

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

                                       11
<PAGE>

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This  discussion  and  analysis  of  our  financial  condition  and  results  of
operations are based on our  consolidated  financial  statements  that have been
prepared under accounting  principles  generally  accepted in the United States.
The  preparation  of  financial  statements  requires  our  management  to  make
estimates  and  assumptions  that  affect  the  reported  amount of  assets  and
liabilities at the date of the financial  statements and the reported amounts of
revenue  and  expenses  during  the  reporting  periods.  Actual  results  could
materially  differ  from those  estimates.  We have  disclosed  all  significant
accounting policies in Note 1 to the consolidated  financial statements included
in this Form 10-KSB. The consolidated financial statements and the related notes
thereto  should be read in  conjunction  with the  following  discussion  of our
critical accounting policies. Critical accounting policies and estimates are:

o Revenue Recognition
o Accounting for Long-Lived Assets
o Impairment of Long-Lived Assets

REVENUE RECOGNITION

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


ACCOUNTING FOR LONG-LIVED ASSETS

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

IMPAIRMENT OF LONG-LIVED ASSETS

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

                                       12
<PAGE>

RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

In December 2004, the FASB issued SFAS No. 123R,  "Share-Based  Payment"  ("SFAS
No.  123R").  SFAS No.  123R  requires  companies  to  recognize  in the  income
statement  the grant date fair  value of stock  options  and other  equity-based
compensation  issued  to  employees.  SFAS No.  123R  eliminates  the  intrinsic
value-based  method  prescribed  by APB  Opinion No. 25,  "Accounting  for Stock
Issued to Employees",  and related interpretations,  that we currently use. SFAS
No. 123R requires us to adopt the new accounting provisions beginning on July 1,
2005.  We have not yet  determined  what effect,  if any, this new standard will
have on future periods.

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

RESULTS OF OPERATIONS

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

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

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

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

Higher prices for aluminum accounts for 1% of the increase in the cost of sales.
Aluminum price increases have now been  substantially  offset by price increases
to our  customers.  Through  the  timing of raw  material  purchases,  and price
increases to  customers,  management  has recovered the increase in the price of
aluminum and the exchange rate volatility at the end of the year.  However there
was a time lag and this is  responsible  for a 1% increase in the cost of sales.
Aluminum purchases  represent 60.6% of the cost of sales. The major cause of the
reduced margins relates to inefficiencies with the plant and machinery resulting
in  incremental  labor  costs.  Direct  Labor  costs are up by 3% of  sales,  or
$750,000. The AdAl Seco plant and machinery has been an area of investment focus
in the fourth quarter of 2004 and will require continued investment focus during
2005 and 2006 to enable us to return to and improve upon historical productivity
and efficiency levels. We anticipate investing $2,000,000 in plant and machinery
over the next two years.

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

                                       13
<PAGE>

SELLING,  GENERAL &  ADMINISTRATIVE  EXPENSES.  For the year ending December 31,
2004, selling,  general and administrative costs,  including $190,000 of Related
Party Advisory  Fees,  were  $2,973,000  compared to $1,323,000 in 2003. In 2003
there were only $70,000 of expenses associated with the corporate office SG&A in
2004 can be  analyzed  as follows:  (a) AdAl  Seco's  SG&A  $1,312,000  (5.2% of
revenues)  (b)  AdAl  Engineering's   SG&A  $95,000  (3.7%  of  revenues);   (c)
amortization  of AdAl  Engineering's  customer  list of  $112,000;  (d)  Central
Management and Administration costs $813,000; (e) one time costs associated with
reverse merger $541,000  including $190,000 of Related Party Advisory Fees which
are  separately  disclosed  in the  statements  of  operations  and (f) on costs
related to being a public company of approximately  $100,000,  principally legal
and  accounting  costs  which were not  incurred by the  companies  prior to the
reverse merger.  Therefore the increase in costs from 2003 to 2004 of $1,650,000
relates to the  roll-up  strategy  being  pursued by the  Company,  the  Company
obtaining  public  company  status  in the  U.S.  through  the  reverse  merger,
$1,194,000, and additional operating company SG&A of $154,000.

INTEREST  EXPENSE.  Interest  expense  for year  ending  December  31,  2004 was
$650,000  compared to $270,000 for 2003. AAG was created  through  leveraged buy
outs and the interest  associated with the acquisition costs totaled $350,000 in
2004.  The funding for the buy outs resulted  primarily from secured real estate
financing  (current  borrowings  reflect a 72% loan to appraised value). We have
increased  borrowings  in 2004 to finance the building of two new  manufacturing
facilities  at the Witham  site,  which has  resulted  in  incremental  interest
expense  in 2004 of  $34,000  ($1,030,000  investment  over 11  months).  We now
operate  AdAl Seco and AdAl  Engineering  from our owned  premises,  on a single
site,  having  terminated  AdAl  Engineering's  lease of the  Braintree  site in
January of 2005.  Interest  expense from  operations  totaled  $266,000 in 2004,
which was not materially different from 2003.

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

NET  INCOME  (LOSS).  For the year ended  December  31,  2004,  the net loss was
$2,290,000,  or $0.98 per share  compared to a profit of $255,000,  or $0.11 per
share, for the year ended December 31, 2003.

Loss and earnings per share for periods prior to the reverse merger are computed
using the shares issued in the reverse  merger which was  2,295,000.  The shares
outstanding in Sunningdale prior to the transaction, which totaled 255,000, were
accounted  for as if they  were  issued on  October  28,  2004,  the date of the
reverse merger.

LIQUIDITY AND CAPITAL RESOURCES

Our total  assets at December  31, 2004 are  $16,748,000,  which is comprised of
$6,229,000  property  plant  and  equipment,   accounts  receivable  $6,845,000,
inventory $2,408,000,  cash and cash equivalents of $389,000,  intangible assets
(capitalized  customer  list from AdAl  Engineering  acquisition)  of  $526,000,
prepaid  expenses of $314,000 and a deferred  tax asset of $37,000.  Our current
liabilities are  $14,172,000.  The Company has long-term debt of $4,870,000,  of
which $595,000 is the current  portion.  The accumulated  deficit as of December
31, 2004 was $2,454,000.

At December 31, 2004, we had a working  capital  deficit of $4,179,000.  We also
incurred a net loss for year ending December 31, 2004 of $2,290,000.  Management
believes  that the loss is due to the changes  that we have gone  through in the
past year,  including:  (a) costs associated with operating a corporate  office;
(b) costs associated with the reverse merger;  and (c) interest costs associated
with the  acquisitions  of AdAl  Seco and AdAl  Engineering.  In  addition,  the
Company has been making  changes in the  manufacturing  operations  at both AdAl
Seco and AdAl  Engineering,  and improving  facilities for the future (including
completion  of  the  construction  of a  new  building  for  AdAl  Engineering's
manufacturing operations).

As of December 31, 2004,  the Company had its short term bank debt split between
two  major UK banks.  All  short  term  bank  debt is  secured  by our  accounts
receivable.  In February 2005 the Company  consolidated its revolving bank lines
of credit  agreements  with one major UK bank.  This  process  took  longer than
expected as management  conducted  extensive reviews,  between November 2004 and
February  2005,  of the UK  banking  marketplace  and  met  with,  and  reviewed
financing  terms in detail,  with three of the four major UK banks,  three major
European banks and three niche  financial  institutions.  The Company decided to
increase its revolving  credit  borrowings with the chosen major UK bank,  which
were consolidated in February 2005.

                                       14
<PAGE>

The mortgage of the Witham site,  which is our major long term debt component as
at December 31, 2004, is secured by a lien on the land and buildings.  Equipment
loans are secured by a lien on the specific machinery and equipment financed. We
are  currently  reviewing our options with respect to the mortgage of the Witham
site and  plan to  increase  the loan to  appraised  value  on the  mortgage  by
re-financing the property with either our current lender,  or another lender. We
expect this to generate additional funds of between $300,000 and $500,000.

As of December 31, 2004, we had credit available of approximately $750,000 under
our revolving bank lines. We refinanced  some of our plant and machinery  assets
held  at  AdAl  Engineering  and  raised  approximately  $350,000  (80%  loan to
appraised  value) to help finance the cost of the reverse  merger.  Our business
has its lowest sales in December,  which averages 50% of a normal month's sales,
and  leads to a slow  start to the  year.  The four  slowest  sales  months  are
typically  December,  February,  March and  January,  in that order.  Conversely
October,  July and September  historically  have been the best production months
during the year. We believe that  utilizing our  unsecured  inventory  assets to
secure additional debt financing is a strategic measure since the financing will
be secured on  finished  goods  inventory  held at our  premises,  and given the
cyclical  nature of our  business and our current  reliance on revolving  credit
arrangements tied to accounts  receivable,  this additional source of funds will
enable  us to  build  stock  versus  our  order  book  at a time  when  we  have
historically  slowed  down  production.  It is a  short  term  issue  as we  are
currently  experiencing the impact of our cyclical sales and need this financing
to ensure a buoyant approach to the second quarter.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  Management plans to secure additional financing through the
following actions:

      o     In February  2005 we moved AdAl  Engineering's  accounts  receivable
            revolving from the existing bank to the same bank used by AdAl Seco.
            This move provided an additional  $170,000 of availability due to an
            improved advance rate against eligible accounts receivable.
      o     The bank holding the  mortgage on the Witham  facility has agreed to
            refinance the loan to value to 75% of the current appraised value of
            the property. This will generate incremental funding of $300,000 and
            is expected to close in late April 2005.
      o     We have  established  a credit  agreement  with a bank  based on the
            finished   goods   inventory  at  AdAl  Seco,   which  will  provide
            approximately $320,000 of cash availability.  Funding is expected to
            close by the end of April 2005.
      o     Two  directors  of the  Company  have  agreed  to lend  the  Company
            $150,000  each for a total of $300,000.  These loans are expected to
            be in place in May 2005.
      o     On April 11, 2005 the investment  committee of an investment company
            approved a term sheet, subject to completion of final due diligence,
            to provide  $3,000,000 in funding  through a three year  convertible
            loan  facility.  The first  $1,000,000  of funds is  expected  to be
            received in May 2005, and can be used for any purpose. The remaining
            $2,000,000 is reserved for use in future acquisitions.

The  above  actions  are  expected  to  provide  additional  cash  resources  of
approximately  $2,090,000  in the first half of 2005.  Management  believes that
this  additional cash will be adequate to sustain  operations  until the Company
generates sufficient cash flows from operations.

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

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

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

If the Company does not raise  sufficient  additional  equity capital to provide
positive  working capital and is unable to return to  profitability  in the near
term , it may be required to curtail future  operations  and/or liquidate assets
or enter into credit arrangements on less favorable terms than would normally be
expected, to provide for future liquidity.

The Company expects to break even in 2005 and return to profitability in 2006.

OFF BALANCE SHEET ARRANGEMENTS

                                       15
<PAGE>

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

                                       16
<PAGE>

      Item  7. Financial Statements

<TABLE>
<CAPTION>

ADAL GROUP INC. AND SUBSIDIARIES
======================================================================================================================

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
======================================================================================================================

                                                                                                                  Page
                                                                                                                  ----

<S>                                                                                                                <C>
Report of Independent Registered Public Accounting Firm ...................................................        F-1

Consolidated Balance Sheet as of December 31, 2004.........................................................        F-2

Consolidated Statements of Operations for the year ended December 31, 2004 and
   for the period from October 20, 2003 (inception) to December 31, 2003, and of
   Seco Aluminium Ltd. (as Predecessor Company) for the period from January 1,
   2003 to October 19, 2003................................................................................        F-3

Consolidated Statements of Stockholders' Equity (Deficit) and Comprehensive
   Income (Loss) for the year ended December 31, 2004 and for the period from
   October 20, 2003 (inception) to December 31, 2003 ......................................................        F-4

Consolidated Statements of Cash Flows for the year ended December 31, 2004 and
   for the period from October 20, 2003 (inception) to December 31, 2003, and of
   Seco Aluminium Ltd. (as Predecessor Company) for the period from January 1,
   2003 to October 19, 2003................................................................................        F-5

Notes to Consolidated Financial Statements.................................................................        F-7

</TABLE>


                                       17
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

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

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

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


                                           MOORE STEPHENS, P. C.
                                           Certified Public Accountants.

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

                                      F-1

<PAGE>

ADAL GROUP INC. AND SUBSIDIARIES
================================================================================
CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF U.S. DOLLARS)
================================================================================

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

   Total Current Assets                                               9,993

Property, Plant and Equipment - Net                                   6,229

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

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

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

   Total Current Liabilities                                         14,172

Long-Term Debt, Less Current
   Portion                                                            4,275

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

   Total Liabilities                                                 18,546
                                                                   --------

   Commitments and Contingencies

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

   Total Stockholders' Equity (Deficit)                              (1,798)
                                                                   --------

   Total Liabilities and Stockholders' Equity (Deficit)            $ 16,748
                                                                   ========

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

                                      F-2

<PAGE>

ADAL GROUP INC. AND SUBSIDIARIES
================================================================================
CONSOLIDATED STATEMENT OF OPERATIONS
(IN THOUSANDS OF U.S. DOLLARS EXCEPT PER SHARE DATA)
================================================================================

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

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

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

   Gross Profit                        1,330             190           1,742

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

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

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

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

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

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

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

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

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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

ADAL GROUP INC. AND SUBSIDIARIES
=========================================================================================================================
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) AND COMPREHENSIVE INCOME (LOSS)
(IN THOUSANDS OF U.S. DOLLARS)
=========================================================================================================================


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

<S>                            <C>          <C>         <C>           <C>         <C>          <C>          <C>
Inception - October 20, 2003   $      --           --   $      --     $      --   $      --    $      --    $      --

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

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

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

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

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

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

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

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

</TABLE>

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


                                      F-4
<PAGE>

ADAL GROUP INC. AND SUBSIDIARIES
================================================================================
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)
================================================================================

<TABLE>
<CAPTION>
                                            AdAl Group Inc. and Subsidiaries   Predecessor Company
                                            --------------------------------   -------------------
                                                 Year           October 20,         January 1,
                                                 Ended            2003 to            2003 to
                                              December 31,     December 31,        October 19,
                                                  2004             2003               2003
                                                  ----             ----               ----
<S>                                             <C>               <C>               <C>
Operating Activities:
     Net Income (Loss)                          $(2,290)          $  (164)          $   419
     Adjustments to Reconcile Net
         Income (Loss) to Cash From
         Operations:
         Depreciation and Amortization            1,212               111               657
         Deferred tax (Benefit)                      (3)               --                --
                                                -------           -------           -------

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

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

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

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

     Net Cash - Investing
         Activities                              (3,445)           (3,961)             (362)
                                                -------           -------           -------
Financing Activities:
     Net Changes to Short-Term
         Borrowings                               (1948)            3,570              (177)
     Borrowing of Long-Term Debt                  4,530                --                --
     Payment of Long-Term Debt                     (480)               --                --
     Issuance of Common Stock                        --                 2                --
                                                -------           -------           -------

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

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

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

</TABLE>

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



                                      F-5

<PAGE>

ADAL GROUP INC. AND SUBSIDIARIES
================================================================================
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)
================================================================================

<TABLE>
<CAPTION>

                                                                          Predecessor
                                         AdAl Group Inc. and Subsidiaries   Company
                                         --------------------------------   -------
                                              Year         October 20,      January 1,
                                              ended         2003 to         2003 to
                                           December 31,   December 31,     October 19,
                                              2004           2003            2003
                                              ----           ----            ----
<S>                                           <C>            <C>             <C>
   Net Increase (Decrease) in
     Cash - Forwarded                         $ 239          $ 125          $  25

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

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

Supplemental Cash Flow Information:
   Cash paid during the periods for:
     Interest                                 $ 343          $ 116          $ 141
     Income Taxes                             $  --          $  --          $  --
Non-Cash Transactions:
   Debt Issued for Engineering
         Acquisition                          $ 675          $  --          $  --

</TABLE>

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

                                      F-6
<PAGE>

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

(1) Business

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

(2) Organization and Basis of Presentation

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

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

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

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

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

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

(3) Significant Accounting Policies

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

                                      F-7
<PAGE>

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

(3) Significant Accounting Policies (Continued)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      F-8
<PAGE>

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

(3) Significant Accounting Policies (continued)

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

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

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

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

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

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

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

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

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

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

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

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

                                      F-9
<PAGE>

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

(3) Significant Accounting Policies (continued)

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

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

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

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

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

We currently expect to adopt SFAS 123R effective July 1, 2005;  however, we have
not yet determined which of the aforementioned adoption methods we will use.

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

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

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

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

                                      F-10
<PAGE>

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

(4) Going Concern

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

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

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

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

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

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

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

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

(5) Acquisitions

On October 20, 2003, the Company purchased all of the outstanding  shares of the
Predecessor  Company  through  its  wholly-owned  AAI  subsidiary,  for  cash of
approximately  $3.9000,  including  acquisition  costs  of  approximately  $125.
Accordingly,  the  results  of  operations  of AdAl  Seco  are  included  in the
consolidated  financial  statements of the Company from the date of acquisition.
Because  the  total  purchase  price  was less  than  the net book  value of the
Predecessor  Company,  no  allocation  of the purchase  price was made,  and the
amount  paid  below  net book  value of  approximately  $913 was  recorded  as a
reduction to land, buildings and improvements.

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

                                      F-11
<PAGE>

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

(5) Acquisitions (Continued)

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

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


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

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

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

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

   Combined                                                   $    26,342
                                                              ===========

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

   Combined                                                   $      (263)
                                                              ===========

(6) Related Party Transactions

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

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

                                      F-12
<PAGE>

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

(7) Concentrations

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

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

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

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

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

(8) Commitments and Contingencies

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

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

Years Ending
December 31,            Amount
------------            ------

   2004                $    49
   2005                     42
   2006                     33
   2007                     13
   Thereafter                1
                       -------

   Total               $   138
                       =======

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

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

                                      F-13
<PAGE>

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

(9) Debt

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

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

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

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

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

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

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

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

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

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

                                      F-14
<PAGE>

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

(9) Debt (continued)

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

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

Years Ending
December 31,                  Amount
------------                  ------

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

   Total                  $     4,870
                          ===========

(10)Common Stock

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

(11) Income Taxes

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

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

U.S. statutory rate applied to
     income from continuing operations
     before taxes                           35%           35%           35%
                                          ----          ----          ----
Differential arising from:
     Foreign operations                     (5%)          (5%)          (5%)
     Other Permanent Differences            --            18%           22%
     Utilization of Net Operating
     Loss Carryforwards                    (30%)         (30%)         (30%)

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

                                      F-15
<PAGE>

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

(11) Income Taxes (continued)

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


                                                        Predecessor
                              AdAl Group Inc.             Company
                              ---------------             -------
                                       October 20,        January 1,
                         Year Ended      2003 to           2003 to
                         December 31,   December 31,     October 19,
                            2004           2003             2002
                         -----------   ------------     ------------
Current Provision
Federal                     $  --          $  --           $  --
Foreign                        --            (54)            165
State                          --             --              --
                            -----          -----           -----

Total                       $  --          $ (54)          $ 165
                            -----          -----           -----

Deferred Provision
Federal                     $  --          $  --           $  --
Foreign                        (3)            18             (45)
State                          --             --              --
                            -----          -----           -----

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

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

                                                              Year Ended
                                                             December 31,
                                                                 2004
                                                             ------------
Current Deferred Tax Asset:
    Net Operating Loss Carryforward                           $     259
    Valuation Reserve                                              (222)
                                                              ---------

Total                                                         $      37
                                                              =========

Non-Current Deferred Tax Liability:
     Depreciation and Amortization                            $     (99)
                                                              =========

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

(12) Retirement Plans

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


                                      F-16
<PAGE>

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

(13) Subsequent Event (Unaudited)

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

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

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

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

   Total Purchase Price                          $  2,625
                                                 ========

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

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

Net Sales:
   Company                                                $     29,228
   Guilform (Year ended September 30, 2004)                      4,141
                                                          ------------

   Combined                                               $     33,369
                                                          ============

Net Income:
   Company                                                $     (2,290)
   Guilform  (Year ended September 30, 2004)                      (384)
                                                          ------------

   Combined                                               $     (2,674)
                                                          ============

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

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

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

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

                                      F-17
<PAGE>

Item  8:  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

The  financial  statements  of the Company  prior to  completion  of the reverse
merger  described  elsewhere  in  this  Form  10-KSB,  were  audited  by  Hein &
Associates  LLP  ("Hein").  As reported on Form 8-K dated  October 28, 2004,  we
ended the  engagement of Hein &  Associates,  LLP as our  independent  certified
public  accountants.  The decision was approved by the Board of Directors of the
Company. Our Board of Directors appointed Moore Stephens,  P.C. as the Company's
independent  registered  public accounting firm for the year ending December 31,
2004.  There were no  disagreements  between the Company and Hein  regarding any
accounting or financial disclosures.

Item 8A: Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the  effectiveness  of the  Company's  disclosure  controls and  procedures  (as
defined in Exchange  Act Rules  13a-15(f)  and  15d-15(f))  as of the end of the
period  covered by this report.  Based on this  evaluation,  such  officers have
concluded that, as of December 31, 2004, the Company's  disclosure  controls and
procedures  are  effective  in  alerting  them on a  timely  basis  to  material
information  relating  to the Company  required to be included in the  Company's
periodic filings under the Exchange Act.

(b) Changes in internal control over financial reporting.

During  the  quarter  ended  December  31,  2004,  there  were no changes in our
internal  control over financial  reporting  that  materially  affected,  or are
reasonably likely to affect, our internal control over financial reporting.

While we  believe  our  internal  controls  are  adequate  and that there are no
material  weaknesses,  it  should  be noted  that our  disclosure  controls  and
procedures and our internal  controls will not necessarily  prevent all error or
fraud,  and can thus not provide  absolute  assurance that all control issues or
fraud can be detected.

Item 8B. Other Information

None.

                                    PART III

Item 9. Directors and Officers

            Information  regarding  directors  and  executive  officers  of  the
Company is  incorporated  by reference to our definitive  proxy  statement filed
with the SEC pursuant to Regulation 14A on April 8, 2005, in connection with the
2005 Annual Meeting of Stockholders.

Item 10. Executive Compensation.

            Information  regarding  executive  compensation  is  incorporated by
reference  to our  definitive  proxy  statement  filed with the SEC  pursuant to
Regulation  14A on April 8, 2005, in connection  with the 2005 Annual Meeting of
Stockholders.

                                       18
<PAGE>

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

            Information  regarding  security  ownership  of  certain  beneficial
owners  and  management  and  related  stockholder  matters is  incorporated  by
reference  to our  definitive  proxy  statement  filed with the SEC  pursuant to
Regulation  14A on April 8, 2005, in connection  with the 2005 Annual Meeting of
Stockholders.



Item 12. Certain Relationships and Related Transactions.

            Information regarding certain relationships and related transactions
is  incorporated  by reference to our definitive  proxy statement filed with the
SEC pursuant to Regulation  14A on April 8, 2005,  in  connection  with the 2005
Annual Meeting of Stockholders.

Item 13  Exhibits, List and Reports on Form 8-K.

Exhibits
The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>

Exhibit
Number         Description
--------------------------------------------------------------------------------------------------------------------
<S>            <C>
2.1            Share Exchange Agreement, by and among the Registrant., the stockholders of Advanced Aluminium Group,
               Ltd., Advanced Aluminium Group, Ltd. and the Keating Reverse Merger Fund, dated September 22, 2004
               (1)
2.2            Financial Advisory Agreement, by and between the Registrant and Keating Securities, LLC. dated
               October 28, 2004  (2)
2.3            Voting Agreement, by and among the Registrant, the Keating Reverse Merger Fund, LLC and the
               Stockholders of Advanced Aluminium Group, Ltd., dated October 28, 2004  (2)
2.4            Share Sale and Purchase Agreement Relating to Guilform Holding Limited, between Keith Malcolm Broome
               and the Registrant, dated February 7, 2005  (3)
3.1*           Certificate of Incorporation, as amended
3.2            By-laws  (4)
14*            Code of Ethics
21*            Subsidiaries of the Registrant
31.1*          CEO Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
31.2*          CFO Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
32.1*          CEO Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
32.2*          CFO Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

</TABLE>

----------------------
* Filed herewith
(1)  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
filed with the SEC on September 22, 2004
(2)  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
filed with the SEC on October 28, 2004
(3)  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
filed with the SEC on February 11, 2005
(4)  Incorporated  by reference  to the  Registrant's  Quarterly  Report on Form
10-QSB filed with the SEC on February 14, 1997

                                       19
<PAGE>


Reports on Form 8-K:

            On October 28, 2004,  we filed a Current  Report on Form 8-K,  under
Items  3.02,  5.01,  5.03  and 9.01 to  reports  Sales  of  Unregistered  Equity
Securities, Change in Control and Change in Fiscal Year. The following financial
statements were attached to the Form 8-K.

            a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED

                  (1) Consolidated  Balance Sheets - Consolidated balance sheets
of  Advanced  Aluminium  Group Ltd.  and its  Subsidiaries  as of June 30,  2004
(unaudited)  and December 31, 2003, and of Seco  Aluminium Ltd. (as  Predecessor
Company) as of October 19, 2003 and December 31, 2002

                  (2)  Consolidated  Statements  of  Operations  -  Consolidated
statements of operations of Advanced  Aluminium Group Ltd. and its  Subsidiaries
for the six  months  ended June 30,  2004  (unaudited)  and for the period  from
October 20, 2003  (inception)  to December 31, 2003,  and of Seco Aluminium Ltd.
(as Predecessor  Company) for the six months ended June 30, 2003 (unaudited) and
for the period  from  January 1, 2003 to October 19, 2003 and for the year ended
December 31, 2002

                  (3) Consolidated  Statements of Stockholders' Equity (Deficit)
and  Comprehensive  Income (Loss) -  Consolidated  statements  of  stockholders'
equity  (deficit) and  comprehensive  income (loss) of Advanced  Aluminium Group
Ltd. and its  Subsidiaries  for the period from October 20, 2003  (inception) to
December 31, 2003 and for the six months ended June 30, 2004 (unaudited)

                  (4)  Consolidated  Statements  of Cash  Flows  -  Consolidated
statements of cash flows of Advanced  Aluminium Group Ltd. and its  Subsidiaries
for the six  months  ended June 30,  2004  (unaudited)  and for the period  from
October 20, 2003  (inception)  to December 31, 2003,  and of Seco Aluminium Ltd.
(as Predecessor  Company) for the six months ended June 30, 2003 (unaudited) and
for the period  from  January 1, 2003 to October 19, 2003 and for the year ended
December 31, 2002

            b) PRO FORMA FINANCIAL INFORMATION

                  (1) Unaudited Pro Forma Combined  Balance Sheet as of June 30,
2004

                  (2) Unaudited Pro Forma Combined  Statements of Operations for
the six month  period  ended June 30, 2004 and for the year ended  December  31,
2003.

            On October  29,  2004,  we filed a Current  Report on Form 8-K under
Items 4.01 and 9.01, Changes in Registrant's Certifying Accountant and Exhibits.

            On November  12, 2004,  we filed a Current  Report on Form 8-K under
Items 5.03 and 9.01, Amendments to Articles of Incorporation and Exhibits.

            On November  18, 2004,  we filed a Current  Report on Form 8-K under
Item 8.01 , Other Events.

Item 14 Principal Accountant Fees and Services

            Information  regarding  principal  accountant  fees and  services is
incorporated  by reference to our definitive  proxy statement filed with the SEC
pursuant to Regulation 14A on April 8, 2005, in connection  with the 2005 Annual
Meeting of Stockholders.

                                       20
<PAGE>

                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934,  the Registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

Date:  April 15, 2005                ADAL GROUP, INC.

                                     By:/s/ Nicholas A. Shrager
                                        ----------------------------------------
                                     Name:  Nicholas A. Shrager
                                     Title: Chief Executive Officer and
                                     President (Principal Executive Officer)

                                     By:/s/ Stephen Goodacre
                                        ----------------------------------------
                                     Name: Stephen Goodacre
                                     Title:  Chief Financial Officer
                                     (Principal Accounting Officer)

            Pursuant to the  requirements  of the Securities  Act of 1934,  this
Annual Report on Form 10-KSB is signed below by the following  persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

            Signature                              Title                               Date

<S>                                     <C>                                         <C>
     /s/ Nicholas A. Shrager            Chief Executive Officer, President and      April 15, 2005
     ---------------------------        Director (Principal Executive Officer)
     Nicholas A. Shrager

     /s/ Stephen Goodacre               Chief Financial Officer (Principal          April 15, 2005
     ---------------------------        Accounting Officer)
     Stephen Goodacre

     /s/ Charles K. Howe
     ---------------------------        Director                                    April 15, 2005
     Charles K. Howe

     /s/ Brian Alleman
     ---------------------------        Director                                    April 15, 2005
     Brian Alleman

     /s/ John Sanderson
     ---------------------------        Director                                    April 15, 2005
     John Sanderson

     /s/ Keith M. Broome
     ---------------------------        Director                                    April 15, 2005
     Keith M. Broome

</TABLE>

                                       21
<PAGE>


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit
Number         Description
--------------------------------------------------------------------------------------------------------------------
<S>            <C>
2.1            Share Exchange Agreement, by and among the Registrant., the stockholders of Advanced Aluminium Group,
               Ltd., Advanced Aluminium Group, Ltd. and the Keating Reverse Merger Fund, dated September 22, 2004
               (1)
2.2            Financial Advisory Agreement, by and between the Registrant and Keating Securities, LLC. dated
               October 28, 2004  (2)
2.3            Voting Agreement, by and among the Registrant, the Keating Reverse Merger Fund, LLC and the
               Stockholders of Advanced Aluminium Group, Ltd., dated October 28, 2004  (2)
2.4            Share Sale and Purchase Agreement Relating to Guilform Holding Limited, between Keith Malcolm Broome
               and the Registrant, dated February 7, 2005  (3)
3.1*           Certificate of Incorporation, as amended
3.2            By-laws  (4)
14*            Code of Ethics
21*            Subsidiaries of the Registrant
31.1*          CEO Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
31.2*          CFO Certification Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002
32.1*          CEO Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
32.2*          CFO Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002

</TABLE>

----------------------
* Filed herewith
(1)  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
filed with the SEC on September 22, 2004
(2)  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
filed with the SEC on October 28, 2004
(3)  Incorporated  by reference to the  Registrant's  Current Report on Form 8-K
filed with the SEC on February 11, 2005
(4)  Incorporated  by reference  to the  Registrant's  Quarterly  Report on Form
10-QSB filed with the SEC on February 14, 1997


                                       22