10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

(Mark One)

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021

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.

(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

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

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	þ	Smaller reporting company	þ
		Emerging growth company	¨

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange 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 issuer’s classes of common stock, as of the latest practicable date:

Common Stock $.001 Par Value

Outstanding Shares at March 31, 2021: 10,987,000

PART I  -  FINANCIAL INFORMATION

Item 1.

Financial Statements

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY

Consolidated Balance Sheets

($Thousands)

	March 31,			June 30,
	2021			2020
	(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,
	2021		2020		2021		2020
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 Statement of Stockholders' (Deficit) Equity

For the three and nine months ended March 31, 2021

	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency
Balance at December 31, 2020		10,985,046	$	11	$	681	$	(716	)
Net loss		—		—		—		0
Balance at March 31, 2021		10,985,046		11		681		(716	)

	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency
Balance at June 30, 2020		10,985,046	$	11	$	681	$	(716	)
Net loss		—		—		—		0
Balance at March 31, 2021		10,985,046		11		681		(716	)

For the three and nine months ended March 31, 2020

	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency
Balance at December 31, 2019		10,985,046	$	11	$	681	$	(716	)
Net loss		—		—		—		0
Balance at March 31, 2020		10,985,046		11		681		(716	)

	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency
Balance at June 30, 2019		10,985,046	$	11	$	681	$	(716	)
Net loss		—		—		—		0
Balance at March 31, 2020		10,985,046		11		681		(716	)

See accompanying notes to consolidated financial statements

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	March 31,
	2021		2020
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 Admiral’s 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, 2021 and 2020.

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 Company’s 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 Company’s 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. 2021 and 2020

Admiral was inactive, and recorded no revenues or expenses during the period.

Comparison of Nine Months Ended March 31. 2021 and 2020

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: April 16, 2021	By:    /s/Wm. Lee Popham
	Wm. Lee Popham, President

	ADMIRAL FINANCIAL CORP. (Registrant)
Date:  April 16, 2021	By:    /s/Wm. Lee Popham
	Wm. Lee Popham, Principal Accounting Officer

EX-31.1

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 registrant’s 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 registrant’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 report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’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 registrant’s internal control over financial reporting.

Dated: April 16, 2021

/s/ Wm. Lee Popham

Wm. Lee Popham

President

EX-31.2

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 registrant’s 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 registrant’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 report based on such evaluation; and

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’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 registrant’s internal control over financial reporting.

Dated: April 16, 2021

/s/ Wm. Lee Popham

Wm. Lee Popham

Principal Accounting Officer

EX-32

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, 2021 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: April 16, 2021

/s/ Wm. Lee Popham

Wm. Lee Popham

President

Admiral Financial Corp.

/s/ Wm. Lee Popham

Wm. Lee Popham

Principal Accounting Officer

Admiral Financial Corp.

XML

Document and Entity Information	9 Months Ended
	Mar. 31, 2021 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, 2021
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	10,987,000
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Interactive Data Current	Yes
Entity Incorporation	FL
Entity File Number	0-17214
Entity Shell Company	true

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Jun. 30, 2020
Current 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
Current Liabilities:
Accrued expenses and other current liabilities	24	24
Net liabilities of Haven Federal Savings and Loan Association (notes 1 and 2)	0	0
Total liabilities	24	24
Shareholders Deficit:
Preferred stock, $.01 par value, Authorized 6,000,000 shares; none outstanding	0	0
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

XML

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2021	Jun. 30, 2020
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ .01	$ .01
Preferred Stock, Shares Authorized	6,000,000	6,000,000
Preferred Stock, Shares Outstanding	0	0
Preferred Stock, Shares Issued	0	0
Common Stock, Par or Stated Value Per Share	$ .001	$ .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	1,954	1,954

XML

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
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 (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

XML

Shareholders Equity - USD ($) $ in Thousands	Common Stock Issued and Outstanding	Additional Paid-In Capital	Retained Earnings Deficiency
Beginning Balance (Shares) at May. 31, 2019	10,985,046
Beginning Equity Balance (Equity) at May. 31, 2019	$ 11	$ 681	$ (716)
Net Loss			0
Ending Balance (Shares) at Mar. 31, 2020	10,985,046
Ending Balance (Equity) at Mar. 31, 2020	$ 11	681	(716)
Beginning Balance (Shares) at Dec. 31, 2019	10,985,046
Beginning Equity Balance (Equity) at Dec. 31, 2019	$ 11	681	(716)
Net Loss			0
Ending Balance (Shares) at Mar. 31, 2020	10,985,046
Ending Balance (Equity) at Mar. 31, 2020	$ 11	681	(716)
Beginning Balance (Shares) at May. 31, 2020	10,985,046
Beginning Equity Balance (Equity) at May. 31, 2020	$ 11	681	(716)
Net Loss			0
Ending Balance (Shares) at Mar. 31, 2021	10,985,046
Ending Balance (Equity) at Mar. 31, 2021	$ 11	681	(716)
Ending Balance (Shares) at Mar. 31, 2021	10,985,046
Ending Balance (Equity) at Mar. 31, 2021	$ 11	681	(716)
Beginning Balance (Shares) at Dec. 31, 2020	10,985,046
Beginning Equity Balance (Equity) at Dec. 31, 2020	$ 11	681	(716)
Net Loss			0
Ending Balance (Shares) at Mar. 31, 2021	10,985,046
Ending Balance (Equity) at Mar. 31, 2021	$ 11	$ 681	$ (716)

XML

Consolidated Statement of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
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
Net change in cash	0	0
Cash and cash equivalents, at beginning of the period	0	0
Cash and cash equivalents, at end of the period	$ 0	$ 0

XML

Basis of Accounting

9 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Accounting

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.

XML

Additional Financial Information

9 Months Ended

Mar. 31, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Additional Financial Information

Note 2.

The net assets of Admiral’s 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, 2021 and 2020.