UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING ------------------
SEC FILE NUMBER
001 09431
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CUSIP NUMBER
005473 10 3
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(Check One): |_|Form 10-K |_| Form 20-F |_|Form 11-K |X| Form 10-Q |_|Form N-SAR
For Period Ended: June 30, 2005
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
AdAl Group, Inc.
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Former Name if Applicable
Sunningdale, Inc.
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Address of Principal Executive Office (Street and Number)
Billhurst Studio, Lingfield Common Road,
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City, State and Zip Code
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Lingfield Surrey RH7 6B7 United Kingdom
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K, Form N-SAR or |X| From N-CSR, or portion
| thereof, will be filed on or before the fifteenth calendar day
|X| | following the prescribed due date; or the subject quarterly report
| of transition report on Form 10-Q, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
The Quarterly Report of AdAl Group, Inc. (the "Company") on Form 10-QSB
could not be filed within the prescribed time period because the audit of the
Company's financial statements was not complete. As a result, the Company could
not solicit and obtain the necessary review of the Form 10-QSB and signature
thereto in a timely fashion prior to the due date of the report.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Mitchell S. Nussbaum, Esq. 212 407-4159
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
|_|Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
AdAl Group, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date : August 15, 2004 By: /s/ Nicholas A. Shrager
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Name: Nicholas A. Shrager
Title: President and Chief Executive
Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
-----------------------------------ATTENTION------------------------------------
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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