EXHIBIT 31.2

                                  CERTIFICATION

I, Stephen Goodacre, Chief Financial Officer (Principal Financial Officer) of
AdAl Group Inc., certify that:

      1. I have reviewed this Annual Report on Form 10-KSB of AdAl Group Inc.;

      2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

      3. Based on my knowledge, the financial statements, and other financial
information included in this Annual Report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;

      4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:

            (a) designed such disclosure controls and procedures to ensure that
material information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this Annual Report is being prepared;

            (b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this Annual Report based on such evaluation; and

            (c) disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's fourth fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the small business issuer's internal
control over financial reporting.

      5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

            (a) all significant deficiencies in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

            (b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls.

         Date:  April 15, 2005
                                       By:/s/ Stephen Goodacre
                                          -----------------------------
                                          Stephen Goodacre
                                          Chief Financial Officer
                                          (Principal Financial Officer)