UNITED STATES

securities and exchange commission

Washington D.C. 20549

FORM 10-Q

(Mark One)

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~March 31, ~~2023~~2024

☐ 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated 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	☒	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 ☒ 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 ~~December~~March 31, ~~2023~~2024: 10,987,000

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Balance Sheets

($ Thousands)

	December 31,			June 30,
	March 31,			June 30,
	2023			2023
	2024			2023
	(Unaudited)			(Unaudited)
Assets
Current 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
Net assets of Haven Federal Savings and Loan Association (note 2)		0			0
Total assets	$	0		$	0
Liabilities and Stockholders (Deficit) Equity
Current Liabilities:
Accrued expenses and other liabilities		24			24
Accrued expenses and other current liabilities		24			24
Net liabilities of Haven Federal Savings and Loan Association (notes 1 and 2)		0			0
Net liabilities of Haven Federal Savings and Loan Association (note 2)		0			0
Total liabilities		24			24
Shareholders Deficit:
Preferred stock, $0.01 par value, Authorized 6,000,000 shares; none outstanding		0			0
Common stock, $0.001 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
Additional paid-in capital		681			681
Deficit		(716	)		(716	)
Total stockholders' (deficit) equity		(24	)		(24	)
Total liabilities and stockholders' (deficit) equity	$	0		$	0

See accompanying notes to consolidated financial statements.

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Operations

($ Thousands)

(Unaudited)

	Three Months Ended				~~Six~~Nine Months Ended
	December 31,				December 31,
	March 31,				March 31,
	2023		2022		2023		2022
	2024		2023		2024		2023
Interest income	$	0	$	0	$	0	$	0
Other, net		0		0		0		0
Total income		0		0		0		0
Expense:
Expenses:
Employee Compensation		0		0		0		0
Other		0		0		0		0
Total expense		0		0		0		0
Total expenses		0		0		0		0
Loss from discontinued operation (note 2)		0		0		0		0
Net loss	$	0	$	0	$	0	$	0
Loss per share - basic	$	0.00	$	0.00	$	0.00	$	0.00
Loss per share - diluted		0.00		0.00		0.00		0.00
Dividend per share	$	0	$	0	$	0	$	0
Weighted average number of shares outstanding - basic		10,985,046		10,985,046		10,985,046		10,985,046
Weighted average number of shares outstanding:
Weighted average number of shares outstanding - diluted		10,985,046		10,985,046		10,985,046		10,985,046
Basic		10,985,046		10,985,046		10,985,046		10,985,046
Diluted		10,985,046		10,985,046		10,985,046		10,985,046

See accompanying notes to consolidated financial statements

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statement of Stockholders' (Deficit) Equity

For the ~~six~~Nine ~~months~~Months ended ~~December~~March 31, ~~2023~~ 2024 and ~~2022~~2023

($ Thousands)

(Unaudited)

	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency
Balance at June 30, 2023		10,985,046	$	11	$	681	$	(716	)
Net loss		—		—		—		0
Balance at December 31, 2023		10,985,046		11		681		(716	)
Balance at March 31, 2024		10,985,046		11		681		(716	)

	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency
Balance at June 30, 2022		10,985,046	$	11	$	681	$	(716	)
Net loss		—		—		—		0
Balance at December 31, 2022		10,985,046		11		681		(716	)
Balance at March 31, 2023		10,985,046		11		681		(716	)

See accompanying notes to consolidated financial statements

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

($ Thousands)

(Unaudited)

	Six Months Ended
	Nine Months Ended
	December 31,
	March 31,
	2023		2022
	2024		2023
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
Net change in cash		0		0
Cash and cash equivalents, at beginning of period		0		0
Cash and cash equivalents, at end of period	$	0	$	0

See accompanying notes to consolidated financial statements

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Notes to Consolidated Financial Statements

Note 1. Basis of Accounting

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. Additional Financial Information

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~~nine month periods ended ~~December~~March 31, ~~2023~~2024 and ~~2022~~2023.

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 tohaving ~~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 commitments or obligations.

Comparison of Three Months Ended ~~December~~March 31. ~~2023~~2024 and ~~2022~~2023

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

Comparison of ~~Six~~Nine Months Ended ~~December~~March 31. 2023 ~~and~~ and 2022

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 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		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101 SCH		Inline XBRL Taxonomy Extension Schema Document
101 CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101 LAB		Inline XBRL Taxonomy Extension Definition Linkbase Document
101 PRE		Inline XBRL Taxonomy Extension Label Linkbase Document
101 DEF		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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, 2024	By: /s/Wm. Lee Popham
Date: May 8, 2024	By: /s/Wm. Lee Popham
	Wm. Lee Popham, President

	ADMIRAL FINANCIAL CORP. (Registrant)
Date: February 13, 2024	By: /s/Wm. Lee Popham
Date: May 8, 2024	By: /s/Wm. Lee Popham
	Wm. Lee Popham, Principal Accounting Officer

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