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 December 31, 2006
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.
-----------------------
State of Florida I.R.S. No. 59-2806414
---------------- ---------------------
7101 Southwest 67 Avenue
South Miami, Florida 33143
--------------------------
Telephone Number: (305) 669-6117
--------------
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
---
Common Stock $.001 Par Value
Outstanding Shares at December 31, 2006: 10,985,000
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
TABLE OF CONTENTS
FORM 10-Q
PART I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets 1
Consolidated Statements of Operations 2
Consolidated Statements of Cash Flows 3
Notes to Consolidated Financial Statements 4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 4
PART II
OTHER INFORMATION
Item 1. Legal Proceedings 5
Item 2. Changes in Securities 5
Item 3. Defaults Upon Senior Securities 5
Item 4. Submission of Matters to a Vote of Security Holders 5
Item 5. Other Information 5
Item 6. Exhibits and Reports on Form 8-K 5
PART I - FINANCIAL INFORMATION
--------------------------------
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
($Dollars)
Assets
------ December 31, 2006 June 30, 2006
(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
------------------------------
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
Three Months Ended Dec 31 Six Months Ended Dec 31
------------------------- -------------------------
2006 2005 2006 2005
------ ------ ------ ------
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
------------------------------
ADMIRAL FINANCIAL CORP. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended December 31
------------------------------
2006 2005
------ ------
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
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 necessary to present fairly the financial
statements of Admiral Financial Corp. ("Admiral") and
Subsidiary.
Note 2. Where applicable, 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 six month periods ended December 31,
2006 and 2005.
PART I - FINANCIAL INFORMATION
------------------------------
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.
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.
4
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 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 December 31. 2006 and 2005
- -----------------------------------------------------------
Admiral was inactive, and recorded no revenues or expenses during
the period.
Comparison of Six Months Ended December 31. 2006 and 2005
- ---------------------------------------------------------
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
5
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: February 13, 2007 By: /s/ Wm. Lee Popham
-------------------------
Wm. Lee Popham, President
Date: February 13, 2007 By: /s/ Wm. Lee Popham
---------------------------
Wm. Lee Popham, Principal Financial
and Accounting Officer
6