PINX:ADFK Admiral Financial Corp Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


FORM 10-Q


(Mark One)

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

SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2012


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) 669-6117

(Registrant’s 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 S No £


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “accelerated filer” or “large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer

£

 

Accelerated filer

£

Non-accelerated filer

£

 

Smaller reporting company

S

(Do not check if smaller reporting company)

 

 

 

 


Indicate by check mark whether the registrant is a shell company (defined in Rule 12b-2 of the Exchange Act).

Yes S 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, 2012: 10,987,000






PART I  -  FINANCIAL INFORMATION



ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY


Consolidated Balance Sheets

($Thousands)



 

 

March 31,

 

June 30,

 

 

2012

 

2011

 

 

(Unaudited)

 

(Unaudited)

Assets

 

 

 

 

Cash

$

$

Prepaid expenses and other assets

 

 

Net assets of Haven Federal Savings and Loan Association
    (notes 1 and 2)

 

 

Total assets

$

$

 

 

 

 

 

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)

 

 

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

 

Additional paid-in capital

 

681 

 

681 

Deficit

 

(716)

 

(716)

Total stockholders' (deficit) equity

 

(24)

 

(24)

Total liabilities and stockholders' (deficit) equity

$

$




See accompanying notes to consolidated financial statements.









PART I - FINANCIAL INFORMATION



ADMIRAL FINANCIAL CORP. AND SUBSIDIARY


Consolidated Statements of Operations

(Unaudited)




 

Three Months Ended

 

 

 Nine Months Ended

 

March 31,

 

 

 March 31,

 

 

2012

 

2011

 

 

2012

 

 2011

 

 

 

 

 

 

 

 

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







PART I - FINANCIAL INFORMATION



ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY


Consolidated Statements of Cash Flows

(Unaudited)



 

 

Nine Months Ended

 

 

 March 31,

 

 

2012

 

2011

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 year

 

0

 

0

 

 

 

 

 

Cash and cash equivalents, at end of quarter

$

0

$

0




See accompanying notes to consolidated financial statements













PART I - FINANCIAL INFORMATION



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, 2012 and 2011.



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 it’s 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. 2012 and 2011


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


Comparison of Nine Months Ended March 31. 2012 and 2011


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 2.

Changes in Securities


Not applicable.


Item 3.

Defaults Upon Senior Securities


Not applicable.


Item 4.

Submission of Matters to a Vote of Security Holders


Not applicable.


Item 5.

Other Information


Not applicable.


Item 6.

Exhibits and Reports on Form 8-k


Not applicable



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 10, 2012

By:    /s/Wm. Lee Popham

 

    Wm. Lee Popham, President


 

ADMIRAL FINANCIAL CORP. (Registrant)

 

 

Date:  May 10, 2012

By:    /s/Wm. Lee Popham

 

    Wm. Lee Popham, Principal Accounting Officer






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