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, 2008
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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
7101 Southwest 67 Avenue
South Miami, Florida 33143
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Telephone Number: (305) 669-6117
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] NO [ ]
Indicate by check mark whether registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or small
reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common Stock $.001 Par Value
Outstanding Shares at March 31, 2008: 10,985,046
PART I - FINANCIAL INFORMATION
--------------------------------
ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY
Consolidated Balance Sheets
March 31, 2008 June 30, 2007
------------------ ----------------
(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 $ 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 Mar 31 Nine Months Ended Mar 31
------------------------------------- -----------------------------------
2008 2007 2008 2007
------- ------- ------- -------
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)
Nine Months Ended March 31
----------------------------
2008 2007
------------ -----------
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
--------------------------------
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'), were taken 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,
2008 and June 30, 2007.
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. Admiral was a plaintiff in an unsuccessful
Winstar-type action against the United States government in the
United States Court of Federal Claims from 1993-2004.
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
4
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.
Liquidity and Capital Resources
- -------------------------------
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. Admiral is currently inactive.
Comparison of Three Months Ended March 31. 2008 and 2007
- --------------------------------------------------------
Admiral was inactive, and recorded no revenues or expenses
during the period.
Comparison of Nine Months Ended March 31. 2008 and 2007
- -------------------------------------------------------
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.
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Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-k
Not applicable.
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 14, 2008 By: /s/ Wm. Lee Popham
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Wm. Lee Popham, President
Date: May 14, 2008 By: /s/ Wm. Lee Popham
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Wm. Lee Popham,
Principal Financial
and Accounting Officer