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 ~~September 30, 2020~~March 31, 2021

¨ 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, ~~or a~~ smaller reporting company, or an emerging growth company. See ~~definition~~the definitions of ~~“accelerated filer” or~~ “large accelerated ~~filer”~~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
~~(Do not check if smaller reporting company)~~		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 ~~November 10, 2020:~~March 31, 2021: 10,987,000

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY

Consolidated Balance Sheets

($~~000s)~~Thousands)


	September 30,			June 30,			March 31,			June 30,
	2020			2020			2021			2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Assets
Current assets:
Cash	$	0		$	0		$	0		$	0
Prepaid expenses and other assets		0			0			0			0
Net assets of Haven Federal Savings and Loan Association (note 2)		0			0
Net assets of Haven Federal Savings and Loan Association (notes 1 and 2)							0			0
Total assets	$	0		$	0		$	0		$	0

Liabilities and Stockholders (Deficit) Equity

Accrued expenses and other current liabilities		24			24
Net liabilities of Haven Federal Savings and Loan Association (note 2)		0			0
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			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
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			0			0
Additional paid-in capital		681			681			681			681
Deficit		(716	)		(716	)		(716	)		(716	)
Total stockholders' (deficit) equity		(24	)		(24	)		(24	)		(24	)
Total liabilities and stockholders' (deficit) equity	$	0		$	0		$	0		$	0

See accompanying notes to consolidated financial statements.

~~-1-~~

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended				Three Months Ended				Nine Months Ended
	September 30,				March 31,				March 31,
	2020		2019		2021		2020		2021		2020
Income:

Interest income	$	0	$	0	$	0	$	0	$	0	$	0
Other, net		0		0		0		0		0		0
Total income		0		0		0		0		0		0

Expenses:
Expense
Employee Compensation		0		0		0		0		0		0
Other		0		0		0		0		0		0
Total expenses		0		0
Total expense					0		0		0		0

Loss from discontinued operation (note 2)		0		0		0		0		0		0
Net loss	$	0	$	0	$	0	$	0	$	0	$	0

Loss per share	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00	$	0.00
Dividend per share	$	0	$	0	$	0	$	0	$	0	$	0

Weighted average number of shares outstanding:		10,985,046		10,985,046		10,985,046		10,985,046		10,985,046		10,985,046

See accompanying notes to consolidated financial statements

~~-2-~~

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)


	Three Months Ended
	September 30,					Nine Months Ended
	2020		2019			March 31,
						2021			2020
Cash flows from operating activities:
Net loss	$	0	$	0		$	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			0			0
Decrease in pre-paid expenses and other assets		0		0			0			0
Decrease (increase) in net assets of Haven Federal		0		0			0			0
(Decrease) in accrued expenses and other liabilities		0		0			0			0
(Decrease) Increase in net liabilities of Haven Federal		0		0			0			0
Amortization of organization expenses		0		0			0			0
Net cash provided (used) by operating activities		0		0			0			0

Cash and cash equivalents, at beginning of year		0		0
Cash and cash equivalents, at beginning of the period						0			0

Cash and cash equivalents, at end of quarter	$	0	$	0
Cash and cash equivalents, at end of the period					$	0		$	0

See accompanying notes to consolidated financial statements

~~-3-~~

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.

~~Where applicable, the~~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 ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

~~-4-~~

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 ~~of any kind~~ 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 ~~financial~~ commitments or obligations.

Comparison of Three Months Ended ~~September 30.~~March 31. 2021 and 2020 ~~and 2019~~

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.

~~-5-~~

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

~~Not applicable.~~

~~-6-~~

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: ~~November 10, 2020~~April 16, 2021	ByBy:: /s/Wm. Lee Popham
	Wm. Lee Popham, President


	ADMIRAL FINANCIAL CORP. (Registrant)

Date: ~~November 10, 2020~~April 16, 2021	ByBy:: /s/Wm. Lee Popham
	Wm. Lee Popham, Principal Accounting Officer

~~-7-~~