UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
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.
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State of Florida I.R.S. No. 59-2806414
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7101 Southwest 67 Avenue
South Miami, Florida 33143
Telephone Number: (305) 669-6117
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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 twelve (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 ninety (90)
days.
Yes X No
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Common Stock $.001 Par Value
Outstanding Shares at March 31, 2005: 10,985,046
PART I - FINANCIAL INFORMATION
--------------------------------
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
Assets
------ March 31, 2005 June 30, 2004
(Unaudited) (Unaudited)
-------------- --------------
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 $ 23,890 $ 23,890
Net liabilities of Haven Federal Savings
and Loan Association (notes 1 and 2) 0 0
-------------- --------------
Total liabilities 23,890 23,890
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 10,987 10,987
Treasury stock, 1,954 and 1,954 shares, at cost 0 0
Additional paid-in capital 680,710 680,710
Deficit (715,587) (715,587)
-------------- --------------
Total stockholders' (deficit) equity (23,890) (23,890)
-------------- --------------
Total liabilities and stockholders'
(deficit) equity $ 0 $ 0
============== ==============
See accompanying notes to consolidated financial statements.
1
PART I - FINANCIAL INFORMATION
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ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Mar 31 Nine Months Ended Mar 31
------------------------- ------------------------
2005 2004 2005 2004
------ ------ ------ ------
Interest Income 0 0 0 0
Other income 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 --- --- --- ---
====== ====== ====== ======
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
2
PART I - FINANCIAL INFORMATION
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ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended March 31
--------------------------
2005 2004
------ ------
Cash flows from operating activities:
Net loss $ 0 $ 0
Adjustments to reconcile net loss 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 prepaid 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, beginning of year 0 0
------ ------
Cash and cash equivalents, end of quarter $ 0 $ 0
====== ======
See accompanying notes to consolidated financial statements
3
PART I - FINANCIAL INFORMATION
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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 (principally consisting of normal recurring
accruals and the confiscation of all the principal net
assets of the Company by the United States government)
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'), were confiscated by the United States
government on March 2, 1990. Therefore, where
applicable, Haven's net assets 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, 2005 and June 30, 2004.
4
PART I - FINANCIAL INFORMATION
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ITEM 2 - Management's Discussion and Analysis
of Consolidated Financial Condition and Results of Operations
General
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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 has been a plaintiff in an
unsuccessful Winstar-type action against the United States government in
the United States Court of Federal Claims since 1993.
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.
Admiral is presently conducting virtually no business operation,
other than its efforts to effect 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 considers to have significant 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, with the exception of certain other
professional fees and costs for such a transaction, 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 of any kind with respect to any loans
from officers or directors of Admiral on the Company's behalf.
On August 5, 1993, Admiral filed a Complaint against the United
States of America in the United States Court of Federal Claims, arising
in part out of contractual promises made to Admiral by the United States'
Government, acting through the Federal Home Loan Bank Board ("FHLBB") and
the Federal Savings and Loan Insurance Corporation ("FSLIC") pursuant to
their statutory supervisory authority over federally insured savings and
loan institutions and savings banks (hereinafter referred to a "thrifts"
or "thrift institutions"), and in part out of takings of property by the
FHLBB and FSLIC in the course of exercising that authority. On October
16, 2002, the Court granted the Admiral Motion for Summary Judgment in
part, by finding that the United States Government liable for damages for
breach of contract, pending the taking of testimony regarding a possible
prior material breach by Admiral. A trial was conducted during December
2002, and testimony was taken regarding the value of the assets
originally contributed by Admiral, and the Government's arguments
regarding Admiral's prior material breach were heard by the Court. On
August 1, 2003, the Court held in favor of the United States Government,
stating that Admiral had committed a prior material breach when the
Company did not meet the minimum capital requirement at March 31, 1989,
despite the fact that FIRREA was enacted (on August 9, 1989) prior to the
end of Admiral's "cure period" (October 16, 1989), thereby making such a
cure impossible to perform. Admiral appealed, and the finding of the
Court of Federal Claims was affirmed in August 2004. Admiral will not
pursue this litigation any further.
5
Liquidity and Capital Resources
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Admiral is currently inactive. There is no corporate liquidity, no
available capital resources, and no immediately foreseeable prospects for
the future improvement of Admiral's financial picture.
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 ongoing commitments or obligations other than with respect
to its obligations related to the acquisition and subsequent confiscation
of Haven.
Comparison of Three Months Ended March 31. 2005 and 2004
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Admiral was inactive, and recorded no revenues or expenses during
the period.
Comparison of Nine Months Ended March 31. 2005 and 2004
- -------------------------------------------------------
Admiral was inactive, and recorded no revenues or expenses during
the period.
PART II - OTHER INFORMATION
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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
31.1 Certification of Chief Executive Officer and Chief
Financial Officer Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
SIGNATURES
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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 13, 2005 By:/s/ Wm. Lee Popham
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Wm. Lee Popham, President
Date: May 13, 2005 By:/s/ Wm. Lee Popham
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Wm. Lee Popham, Principal Financial
and Accounting Officer