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January 10, 2006
Securities and Exchange Commission
Division of Corporation Finance
100 F Street N.E.
Washington, DC 20549
Re: Adal Group, Inc.
Form SB-2
Request for Withdrawal of Registration Statement
Filed August 12, 2005
Commission File No. 333-127509 (the "Registration Statement")
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Ladies and Gentlemen:
On behalf of our client, Adal Group, Inc. (the "Company"), this
letter requests the immediate withdrawal of the Registration Statement. A
comment letter was issued on the Registration Statement on September 15, 2005.
The Registration Statement has not yet been declared effective. This request for
withdrawal is being filed because the Company and the selling stockholder have
determined that the accounting consequences of the financing structure are
unfavorable to the Company, and they intend to consider alternatives.
This request for withdrawal is made pursuant to Rule 477, and in
conjunction with the filing of this request, we hereby confirm that the investor
has not resold any of the securities that were covered by the Registration
Statement.
Securities and Exchange Commission
January 10, 2006
Page 2
If you have any questions regarding this application, please do not
hesitate to contact the undersigned.
Sincerely,
/s/ Mitchell S. Nussbaum
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Mitchell S. Nussbaum
Loeb & Loeb LLP