UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
or
¨ 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: 0-17214
ADMIRAL FINANCIAL CORP.
(ADFK)
(Exact name of registrant as specified in its charter)
FLORIDA | 59-2806414 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
7101 Southwest 67 Avenue, South Miami, Florida 33143
(Address of principal executive offices, including zip code)
(305) 904-4400
(Registrants telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ | Smaller reporting company þ |
(Do not check if a smaller reporting company) | Emerging growth company ¨ |
If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act). Yes þ No ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date:
Common Stock $.001 Par Value
Outstanding Shares at March 31, 2017: 10,987,000
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
($Thousands)
|
| March 31, |
|
| June 30, |
| ||
|
| 2017 |
|
| 2016 |
| ||
|
| (Unaudited) |
|
| (Unaudited) |
| ||
Assets |
|
|
|
|
|
| ||
Cash |
| $ | 0 |
|
| $ | 0 |
|
Prepaid expenses and other assets |
|
| 0 |
|
|
| 0 |
|
Net assets of Haven Federal Savings and Loan Association (notes 1 and 2) |
|
| 0 |
|
|
| 0 |
|
Total assets |
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders (Deficit) Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other liabilities |
|
| 24 |
|
|
| 24 |
|
Net liabilities of Haven Federal Savings and Loan Association (notes 1 and 2) |
|
| 0 |
|
|
| 0 |
|
Total liabilities |
|
| 24 |
|
|
| 24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $.01 par value, Authorized 6,000,000 shares; none outstanding |
|
|
|
|
|
|
|
|
Common stock, $.001 par value, 50,000,000 shares authorized 10,987,000 shares issued |
|
| 11 |
|
|
| 11 |
|
Treasury stock, 1,954 and 1,954 shares; at cost |
|
| 0 |
|
|
| 0 |
|
Additional paid-in capital |
|
| 681 |
|
|
| 681 |
|
Deficit |
|
| (716 | ) |
|
| (716 | ) |
Total stockholders' (deficit) equity |
|
| (24 | ) |
|
| (24 | ) |
Total liabilities and stockholders' (deficit) equity |
| $ | 0 |
|
| $ | 0 |
|
See accompanying notes to consolidated financial statements.
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
|
| Three Months Ended |
|
| Nine Months Ended |
| ||||||||||
|
| March 31, |
|
| March 31, |
| ||||||||||
|
| 2017 |
|
| 2016 |
|
| 2017 |
|
| 2016 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest income |
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
Other, net |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Total income |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee Compensation |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Other |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Total expense |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operation (note 2) |
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
Net loss |
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per share |
| $ | 0.00 |
|
| $ | 0.00 |
|
| $ | 0.00 |
|
| $ | 0.00 |
|
Dividend per share |
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
| $ | 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding: |
|
| 10,985,046 |
|
|
| 10,985,046 |
|
|
| 10,985,046 |
|
|
| 10,985,046 |
|
See accompanying notes to consolidated financial statements
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
|
| Nine Months Ended |
| |||||
|
| March 31, |
| |||||
|
| 2017 |
|
| 2016 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net loss |
| $ | 0 |
|
| $ | 0 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Decrease in deficit arising from confiscation of Haven Federal after retroactive disallowance of agreed supervisory goodwill and regulatory capital |
|
| 0 |
|
|
| 0 |
|
Decrease in pre-paid expenses and other assets |
|
| 0 |
|
|
| 0 |
|
Decrease (increase) in net assets of Haven Federal |
|
| 0 |
|
|
| 0 |
|
(Decrease) in accrued expenses and other liabilities |
|
| 0 |
|
|
| 0 |
|
(Decrease) Increase in net liabilities of Haven Federal |
|
| 0 |
|
|
| 0 |
|
Amortization of organization expenses |
|
| 0 |
|
|
| 0 |
|
Net cash provided (used) by operating activities |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, at beginning of the period |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, at end of the period |
| $ | 0 |
|
| $ | 0 |
|
See accompanying notes to consolidated financial statements
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1.
In the opinion of management, the accompanying consolidated financial statements contain all the adjustments necessary to present fairly the financial statements of Admiral Financial Corp. ('Admiral') and Subsidiary.
Note 2.
The net assets of Admirals principal operating subsidiary, Haven Federal Savings and Loan Association ('Haven'), and net liabilities are presented in the balance sheets in the aggregate; and its loss is shown in the aggregate in the Statements of Operations for the three and nine month periods ended March 31, 2017 and 2016.
ITEM 2
Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations
General
ADMIRAL FINANCIAL CORP. ("ADMIRAL"), an inactive corporation, is currently seeking to recapitalize the Company in order to resume its prior activities with respect to the acquisition and investment in interest-earning assets and specialty real estate, as well as other new lines of business, as yet unidentified.
Admiral is presently inactive, other than its efforts to seek a merger, exchange of capital stock, asset acquisition, recapitalization, or other similar business combination (a "Recapitalization") with an operating or development stage business which Admiral management considers to have growth potential. Admiral currently receives no cash flow. Admiral anticipates no capital infusions prior to effectuating a Recapitalization. Until such time as Admiral effectuates a Recapitalization, Admiral currently expects that it will incur minimal future operating costs.
No officer or director of Admiral is paid any type of compensation by Admiral and presently, there are no arrangements or anticipated arrangements to pay any type of compensation to any officer or director in the near future. Admiral expects that it will meet its cash requirements until such time as a Recapitalization occurs. However, in the event Admiral depletes its present cash reserves, or in the event that Admiral Management ceases to perform its duties on a non-compensatory basis, Admiral may cease operations and a Recapitalization may not occur. There are no agreements or understandings with respect to any loans from officers or directors of Admiral on the Companys behalf.
This discussion may contain statements regarding future financial performance and results. The realization of outcomes consistent with these forward-looking statements is subject to numerous risks and uncertainties to the Company including, but not limited to, the availability of equity capital and financing sources, the availability of attractive acquisition opportunities once such new equity capital and financing is secured (if at all), the successful integration and profitable management of acquired businesses, improvement of operating efficiencies, the availability of working capital and financing for future acquisitions, the Companys ability to grow internally through expansion of services and customer bases without significant increases in overhead, seasonality, cyclicality, and other risk factors.
Liquidity and Capital Resources
Admiral is currently inactive. Admiral management intends to seek a new line of business, as yet unidentified. In connection therewith, Admiral's management believes that a restructuring of Admiral may be necessary in order to raise capital for new operations, and any such restructuring may have a substantial dilutive effect upon Admiral's existing shareholders. Admiral has no known ongoing commitments or obligations.
Comparison of Three Months Ended March 31. 2017 and 2016
Admiral was inactive, and recorded no revenues or expenses during the period.
Comparison of Nine Months Ended March 31. 2017 and 2016
Admiral was inactive, and recorded no revenues or expenses during either period.
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
Admiral did not become involved in any new material legal proceedings during the period covered by this report.
Item 1A.
Risk Factors
Not applicable
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3.
Defaults Upon Senior Securities
Not applicable.
Item 4.
Mine Safety Disclosures
Not applicable.
Item 5.
Other Information
Not applicable.
Item 6.
Exhibits
No. |
| Description |
31.1 |
| Certification (Section 302) |
31.2 |
| Certification (Section 302) |
32 |
| Certification (Section 906) |
101 INS |
| XBRL Instance Document |
101 SCH |
| XBRL Taxonomy Extension Schema |
101 CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
101 LAB |
| XBRL Taxonomy Extension Label Linkbase |
101 PRE |
| XBRL Taxonomy Extension Presentation Linkbase |
101 DEF |
| XBRL Taxonomy Extension Definition Linkbase |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized.
| ADMIRAL FINANCIAL CORP. (Registrant) |
|
|
Date: May 12, 2017 | By: /s/Wm. Lee Popham |
| Wm. Lee Popham, President |
| ADMIRAL FINANCIAL CORP. (Registrant) |
|
|
Date: May 12, 2017 | By: /s/Wm. Lee Popham |
| Wm. Lee Popham, Principal Accounting Officer |
Exhibit 31.1
CERTIFICATION
Certification of President
I, Wm. Lee Popham, President, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Admiral Financial Corp.;
2.
Based on my knowledge, this 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 report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrants 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 report based on such evaluation; and
d)
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting.
Dated: May 12, 2017
/s/ Wm. Lee Popham |
Wm. Lee Popham President |
Exhibit 31.2
CERTIFICATION
Certification of Principal Accounting Officer
I, Wm. Lee Popham, Principal Accounting Officer, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Admiral Financial Corp.;
2.
Based on my knowledge, this 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 report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrants other certifying officer(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrants 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 report based on such evaluation; and
d)
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5.
The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants 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 registrants internal control over financial reporting.
Dated: May 12, 2017
/s/ Wm. Lee Popham |
Wm. Lee Popham Principal Accounting Officer |
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Admiral Financial Corp., Inc. (the "Company") on Form 10-Q for the period ending March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Wm. Lee Popham, President and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2017
/s/ Wm. Lee Popham |
Wm. Lee Popham President Admiral Financial Corp. |
/s/ Wm. Lee Popham |
Wm. Lee Popham Principal Accounting Officer Admiral Financial Corp. |
Document and Entity Information |
9 Months Ended |
---|---|
Mar. 31, 2017
shares
| |
Document And Entity Information | |
Entity Registrant Name | Admiral Financial Corp |
Entity Central Index Key | 0000828530 |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2017 |
Amendment Flag | false |
Current Fiscal Year End Date | --06-30 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 10,987,000 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2017 |
Balance Sheets - USD ($) |
Mar. 31, 2017 |
Jun. 30, 2016 |
---|---|---|
CURRENT ASSETS | ||
Cash | $ 0 | $ 0 |
Prepaid expenses and other assets | 0 | 0 |
Net assets of Haven Federal Savings and Loan Association | 0 | 0 |
Total assets | 0 | 0 |
CURRENT LIABILITIES | ||
Accrued expenses and other current liabilities | 24,000 | 24,000 |
Net liabilities of Haven Federal Savings and Loan Association | 0 | 0 |
Total liabilities | 24,000 | 24,000 |
SHAREHOLDERS DEFICIT | ||
Preferred stock, $0.01 par value, Authorized 6,000,000 shares; none outstanding | ||
Common stock, $.001 par value, 50,000,000 shares authorized, 10,987,000 shares issued | 11,000 | 11,000 |
Treasury stock, 1,954 and 1,954 shares; at cost | 0 | 0 |
Additional paid in capital | 681,000 | 681,000 |
Deficit | (716,000) | (716,000) |
Total shareholders (deficit) equity | (24,000) | (24,000) |
Total liabilities and shareholders (deficit) equity | $ 0 | $ 0 |
Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2017 |
Jun. 30, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred shares, par value | $ 0.01 | $ 0.01 |
Preferred shares, shares authorized | 6,000,000 | 6,000,000 |
Preferred shares, issued and outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 10,987,000 | 10,987,000 |
Common stock, shares outstanding | 10,987,000 | 10,987,000 |
Treasury Stock, shares issued | 1,954 | 1,954 |
Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2017 |
Mar. 31, 2016 |
|
Income | ||||
Interest income | $ 0 | $ 0 | $ 0 | $ 0 |
Other, net | 0 | 0 | 0 | 0 |
Total income | 0 | 0 | 0 | 0 |
Expenses | ||||
Employee compensation | 0 | 0 | 0 | 0 |
Other | 0 | 0 | 0 | 0 |
Total expenses | 0 | 0 | 0 | 0 |
Loss from discontinued operation | 0 | 0 | 0 | 0 |
Net loss | $ 0 | $ 0 | $ 0 | $ 0 |
Loss per share | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 |
Dividend per share | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding | 10,985,046 | 10,985,046 | 10,985,046 | 10,985,046 |
Basis of Presentation |
9 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 | |||
Basis Of Presentation | |||
Basis of Presentation |
|
Additional Financial Information |
9 Months Ended | ||
---|---|---|---|
Mar. 31, 2017 | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Additional Financial Information |
|
S0 end