Form 10-K

Position

Officer And/or
Director Since

Wm. Lee Popham

Chairman of the Board,
Chief Executive Officer,
President and Chief Financial Officer

10-K 1 adfk_10k.htm ANNUAL REPORT Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-K

———————


X	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the fiscal year ended: June 30, 2017
or

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

———————

ADMIRAL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

———————


FLORIDA	0-17214	59-2806414
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

7101 Southwest 67 Avenue, South Miami, Florida 33143

(Address of Principal Executive Office) (Zip Code)

305-904-4400

(Registrant’s telephone number, including area code)

———————


Securities registered pursuant to Section 12(b) of the Act:

	None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share
	(Title of Class)

———————


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
		Yes	X	No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
		Yes	X	No

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.	X	Yes		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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files).			Yes		No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

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			X
	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 (as defined in Rule 12b-2 of the Act).		X	Yes		No

Aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 25, 2017 (based on the last closing sale price as reported on the OTC Bulletin Board on such date) was NO BID.

Number of shares of common stock outstanding as of September 25, 2017, was 10,985,046.

DOCUMENTS INCORPORATED BY REFERENCE

None

ADMIRAL FINANCIAL CORP.

FORM 10-K

TABLE OF CONTENTS


		Page
	PART 1
Item 1.	Business	1

Item 2.	Properties	1

Item 3.	Legal Proceedings	1

Item 4.	Submission of Matters to a Vote of Security Holders	1

	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2

Item 6.	Selected Financial Data	3

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	4

Item 8.	Financial Statements and Supplementary Data	4

Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	4

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	5

Item 11.	Executive Compensation	5

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7

Item 13.	Certain Relationships and Related Transactions, and Director Independence	7

	PART IV

Item 15.	Exhibits, Financial Statement Schedules	8

PART I

Item 1.

Business.

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 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 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.

Item 2.

Properties.

Admiral Financial Corp.'s principal office is located in South Miami, Florida. The Company is currently being allowed to share, free of charge, certain office facilities and office equipment located at 7101 Southwest 67 Avenue, South Miami, Florida 33143. Admiral does not have any lease obligations.

Item 3.

Legal Proceedings.

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 did not pursue this litigation any further.

Admiral is not a party to any other legal proceedings.

Item 4.

Submission of Matters to a Vote of Security Holders.

Not Applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Admiral's common stock currently trades on the Over-The- Counter Market (often referred to as the Pink Sheets or the Grey Market) under the symbol ADFK.PK.

On June 21, 1988, Admiral's common stock began trading on the National Association of Securities Dealers Automatic Quotation System (NASDAQ) under the symbol ADFC. In 1989, Admiral was notified by NASDAQ that Admiral's net worth did not meet the minimum standards for listing on the NASDAQ National Market System and that Admiral's stock would begin trading in the "over-the-counter" market after September 30, 1989, if the minimum capital standards were not met.

From September 30, 1989 until October 1999, Admiral's shares were listed in the over-the-counter market on the OTC Bulletin Board. Admiral was notified in October 1999 that as an inactive Company, trading on the OTC Bulletin Board would no longer be allowed. There is currently no firm making an active market in Admiral stock. The Company was notified of a change in the stock symbol from ADFC to ADFK in January 1999.

The following table sets forth, for the periods indicated, the high and low sales prices as reported on the OTC Bulletin Board.


	Ask		Bid
	High	Low	High	Low
2016:
First Quarter	0.0001	0.0001	0.0001	N/A
Second Quarter	0.0001	0.0001	0.0001	N/A
Third Quarter	0.0001	0.0001	0.0001	N/A
Fourth Quarter	0.0001	0.0001	0.0001	N/A

2016:
First Quarter	0.0001	0.0001	0.0001	N/A
Second Quarter	0.0001	0.0001	0.0001	N/A
Third Quarter	0.0001	0.0001	0.0001	N/A
Fourth Quarter	0.0001	0.0001	0.0001	N/A

As of June 30, 2017, there were 497 stockholders of record.

The Company has not paid cash dividends since inception. The Company anticipates that for the foreseeable future any earnings from future operations will be retained for use in its business and no cash dividends will be paid on its common stock. Declaration of dividends in the future will remain within the discretion of the Company's Board of Directors, which will review its dividend policy from time to time on the basis of the company's financial condition, capital requirements, cash flow, profitability, business outlook and other factors.

Item 6.

Selected Financial Data.

Admiral was formed in 1987 for the purpose of effecting a Contributed Property Exchange Offer and Merger and had no prior operating history. Admiral's acquisition occurred as of June 30, 1988. The following table sets forth selected consolidated financial data for Admiral for the five years ended June 30, 2017. In addition, selected financial data on the financial position of Admiral is shown as of June 30, 2017, 2016, 2015, 2014, and 2013. Such information is qualified in its entirety by the more detailed information set forth in the financial statements and the notes thereto included elsewhere herein.


	Year ended June 30,
	2017		2016		2015		2014		2013
	(Dollars in thousands except per share data)

Admiral income	$	0		0		0		0		0
Haven:
Interest income		0		0		0		0		0
Interest expense		0		0		0		0		0

Net interest income before provision for loan losses (expense)		0		0		0		0		0

Provision for loan losses		0		0		0		0		0

Net interest income (expense) after provision for loan losses		0		0		0		0		0

Loss before extraordinary item and cumulative effect of change in accounting principle		0		0		0		0		0
Extraordinary item		0		0		0		0		0
Cumulative effect of change in accounting principle		0		0		0		0		0
Net earnings (loss)	$	0		0		0		0		0

Earnings (loss) per share	$	0.00		0.00		0.00		0.00		0.00


	Year ended June 30,
	2017			2016			2015			2014			2013
	(Dollars in thousands except per share data)

Net assets of Haven	$	0			0			0			0			0
Total assets		0			0			0			0			0
Net liabilities of Haven		0			0			0			0			0
Total liabilities		24			24			24			24			24
Total stockholders' equity (deficit)		(24	)		(24	)		(24	)		(24	)		(24	)
Book value (deficit) per common share		(.00	)		(.00	)		(.00	)		(.00	)		(.00	)
Number of offices of Admiral		1			1			1			1			1

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Results of Operations

Admiral was formed in 1987 and has had no operations since 1990. Admiral has been inactive since 1990.

Comparison of Years Ended June 30, 2017 and 2016

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

Comparison of Years Ended June 30, 2016 and 2015

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

Liquidity and Capital Resources

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 known ongoing commitments or obligations.

Item 8.

Financial Statements and Supplementary Data.

The financial statements and schedules listed in Item 14 hereof and included in this report on Pages F-1 through F-6 are incorporated herein by reference.

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

Not Applicable.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

The following table sets forth, as of June 30, 2017, certain information with respect to the directors and executive officers continuing in office until their successors have been elected and qualified.

Certain background information for the director is set forth below.

WM. LEE POPHAM is Chairman of the Board and President of Admiral since its inception in 1987. He has served as an independent corporate planning and acquisition consultant, and Realtor-Associate with Jeanne Baker International Realty, Inc., Miami, Florida, since 2015, and from 1990-1996, and 2002-2008. He was Chief Financial Officer, South Florida Council, BSA Inc., from June 2013 to November 2015. He was Sr. Vice President - Finance of IES Daniel Electrical Contractors, Inc., Miami, Florida, (a wholly-owned electrical contractor subsidiary of Integrated Electrical Services, Inc., Houston, Texas, -IESC) from 1997 to 2006; and Vice President – Regional Finance Director and National Business Manager with AECOM Technology Corp., Los Angeles, CA from April 2006 to August 2011. He previously served as President of First Atlantic Capital Corporation, Miami, Florida (a private investment company) from July 1983 to May 1985. Prior thereto, he was a Partner in the accounting firm of KPMG Peat Marwick, LLP, Miami, Florida, where he practiced as a Certified Public Accountant. He also served as a director of Cruise America, Inc.(AMEX-RVR), Mesa, Arizona (a recreational vehicle rental and sales corporation), which shares were traded on the American Stock Exchange until its sale to Budget Group, Inc.(NYSE-BD), from 1984 until 1991, and as Director of City National Bank Corporation (Miami, Fla.) and it’s subsidiary, City National Bank of Florida, from 1984-1987.

Item 11.

Executive Compensation.

Cash Compensation

The following table sets forth certain information with respect to the Chief Executive Officer, and each other executive officer of Admiral whose total cash compensation exceeded $100,000 during the year ended June 30, 2017.


	Annual Compensation Awards
Name and Principal Position	Year	Salary	Bonus	Other

Wm. Lee Popham	2017	$ -	-	-
Chairman and President	2016	-	-	-
Chief Executive Officer	2015	-	-	-

Incentive Bonus Plan

Admiral has a policy of paying discretionary bonuses to eligible officers and employees based upon the individual's performance. Under the plan, Admiral and its subsidiaries distribute approximately 20% of Admiral's consolidated pre-tax profits in the form of cash bonuses awarded by the Compensation Committee of the Board of Directors, based on management's recommendations and evaluations of performance. No bonuses have been paid during the periods covered by this Report on Form 10K.

Retirement Plan

No Admiral employee is currently covered under any form of retirement plan.

In prior years, Admiral employees were covered under a non- contributory trusteed pension plan, which was replaced by a contributory Section 401(k) plan for Admiral employees on March 31, 1989. Employees were permitted to contribute amounts up to 6% of their annual salary to this plan, with the employer providing matching contributions at a rate of 50% of such employee's contributions (to a maximum of 3% of such employee's salary), together with a discretionary contribution amount not exceeding 1% of covered compensation. No payments have been required to be paid during the periods covered by this Report on Form 10K.

Stock Compensation Program

The Board of Directors and shareholders of Admiral adopted the 1988 Stock Compensation Program (the "Program"), effective December 19, 1988, for the benefit of directors, officers and other employees of Admiral and its subsidiaries, including Haven, who are deemed to be responsible for the future growth of Admiral. Under the Program, Admiral has reserved 1,100,000 shares of authorized but unissued Common Stock for the future issuance of option grants. Options granted under the Program can be in the form of incentive options, compensatory options, stock appreciation rights, performance shares, or any combination thereof.

There have been no grants of any rights or options to any director, officer or employee of Admiral or any affiliate. The Company expects to distribute such option grants in the event of any Recapitalization transaction.

Employee Stock Purchase Plan

The Board of Directors and shareholders of Admiral approved the 1988 Employee Stock Purchase Program on December 19, 1988, enabling the directors, officers and employees of Admiral and its affiliates to acquire a proprietary interest in Admiral's Common Stock through a payroll deduction program. This plan has been suspended by Admiral management.

Employment Agreements

There are no employment agreements between Admiral and any of Admiral's employees.

Indebtedness of Management

Admiral has made no loans to its directors, officers or employees.

Compensation of Directors

While each Director is entitled to receive $500 plus reasonable out-of-pocket expenses for attending each meeting, each Director volunteered to suspend the receipt of all director fees due to Admiral's current financial condition, beginning with the meeting held during the third fiscal quarter of the fiscal year ended June 30, 1989. This suspension of payments includes additional compensation paid for attendance of committee meetings.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of Admiral's Common Stock as of June 30, 2017 by (i.) each person who is known by Admiral to own beneficially 5% or more of Admiral's Common Stock, (ii.) each Director and/or officer of the Company, and (iii.) all Directors and executive officers of Admiral as a group. Except as indicated below, each person has sole dispositive and voting power with respect to the shares of Common Stock indicated.


Name and Address of Beneficial Owner	Beneficial Ownership	Common Stock

Wm. Lee Popham (l) 7101 Southwest 67 Avenue South Miami, Florida 33143	1,923,684	17.51%

Ti-Aun Plantations, N.V. Suite 600 600 Brickell Avenue Miami, Florida 33131	889,007	8.09%

David C. Popham (2) 12400 South Dixie Highway Pinecrest, Florida 33156	668,651	6.09%

All directors and executive officers as a group (1 person)	1,923,684	17.51%

———————

(1)

Includes 46,278 shares held in a testamentary trust for members of Wm. Lee Popham's family, for which Mr. Popham disclaims beneficial ownership. Does not include any shares directly or beneficially owned by David C. Popham (his brother) or Jeanne M. Baker (his mother).

(2)

Includes 76,185 shares held jointly by David C. Popham and Valerie P. Popham, his wife. Also includes 119,928 shares held jointly by David C. Popham and Jeanne M. Baker, the mother of David C. Popham and Wm. Lee Popham. Does not include any shares beneficially owned by Wm. Lee Popham, the brother of David C. Popham.

Item 13.

Certain Relationships and Related Transactions, and Director Independence.

Wm. Lee Popham, together with certain members of his family (including David C. Popham and Jeanne M. Baker) and certain family affiliates participated in a transaction which capitalized Admiral in order to effect the acquisition of Haven Federal Savings and Loan Association, Winter Haven, Florida, in a contributed property exchange offer. The total historical cost of the property contributed by Wm. Lee Popham, his family and affiliates in the exchange was $1,228,227, the aggregate appraised value of such contributed property was $12,586,553, and the net contribution value was $7,022,965. Mr. Popham and his family and affiliates received an aggregate of 4,330,208 shares of Admiral Common Stock in the exchange, which occurred on June 16, 1988.

PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(a.)1.

Admiral Financial Corp.:


ADMIRAL FINANCIAL CORP.
INDEX
	Page

Statement Regarding Sec. 210.3-11 of Regulation S-K	F-1

Consolidated Balance Sheets as of June 30, 2017 and 2016	F-2

Consolidated Statement of Operations for the three years
ended June 30, 2017	F-3

Consolidated Statement of Stockholders' (Deficit) Equity
for the three years ended June 30, 2017	F-4

Consolidated Statement of Cash Flows for the three years
ended June 30, 2017	F-5

Notes to Consolidated Financial Statements	F-6

(a.)2.

There are no financial statement schedules required to be filed by Item 8 of this Form 10-K, or by paragraph (d) of Item 14.

(a.)3.

Exhibits

(3)

The Articles of Incorporation and By-Laws of Admiral are incorporated herein by reference to Exhibits 3.1 and 3.2 of Admiral's Form S-4 Registration Statement filed with the Securities and Exchange Commission on January 22, 1988.

(4)

A specimen copy of Admiral's common stock certificate is incorporated herein by reference to Exhibit 4.1 in Amendment No. 1 of Admiral's Form S-4 Registration Statement filed with the Securities and Exchange Commission on April 5, 1988.

(10)

Admiral hereby incorporates by reference the sections entitled Appendix A - Agreement and Plan of Reorganization, as amended, dated October 26, 1987, and related Agreement and Plan of Merger, as amended and Contributed Property Exchange Offer contained in Haven’s Prospectus/Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934 in connection with Haven’s special meeting held on June 3, 1988.

(31)

31.1

Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 25, 2017


	ADMIRAL FINANCIAL CORP.


	By:	/s/ Wm. Lee Popham
		Wm. Lee Popham
		President, Chief Executive Officer And Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Wm. Lee Popham	Chairman of the Board of Directors, Chief Executive Officer, President, and Chief Financial Officer (Principal Executive Officer) (Principal Financial Officer)	September 25, 2017
Wm. Lee Popham

FINANCIAL STATEMENTS OF AN INACTIVE REGISTRANT

Pursuant to Sec. 210.3-11 of Regulation S-X, Admiral Financial Corp. qualifies as an inactive entity, meeting all of the following conditions:

(A.)

Gross receipts from all sources for the fiscal year are not in excess of $100,000;

(B.)

Admiral has not purchased or sold any of its own stock, granted options therefor, or levied assessments upon outstanding stock;

(C.)

Expenditures for all purposes for the fiscal year are not in excess of $100,000;

(D.)

No material change in the business has occurred during the fiscal year, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of plants, mines, mining equipment, mine rights or leases; and

(E.)

No exchange upon which the shares are listed, or governmental authority having jurisdiction, requires the furnishing to it or the publication of audited financial statements.

Accordingly, the attached financial statements of Admiral Financial Corp. are unaudited.

F-1

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY

Consolidated Balance Sheets

(Amounts in Thousands)


	June 30,
	2017			2016
	(Unaudited)

Assets

Cash	$	0		$	0
Prepaid expenses and other assets		0			0
Net assets of Haven Federal Savings and Loan Association (note 2)		0			0

Total assets	$	0		$	0


Liabilities and Stockholders' (Deficit) Equity

Accrued expenses and other liabilities	$	24		$	24
Net liabilities of Haven Federal Savings and Loan Association (note 2)		0			0

Total liabilities		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
Treasury stock, 1,954 at June 30, 2017 and 1,954 shares at June 30, 2016, 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.

F-2

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY

Consolidated Statements of Operations

(Unaudited)


	Years Ended June 30,
	2017		2016		2015

REVENUES:

Interest Income	$	0	$	0	$	0
Other income		0		0		0
Total income		0		0		0


EXPENSES:

Employee Compensation		0		0		0
Other Expense		0		0		0
Total expense		0		0		0

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


Loss per share	$	0.00	$	0.00	$	0.00

Dividend per share		0		0		0

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

See accompanying notes to consolidated financial statements

F-3

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY

Consolidated Statement of Stockholders' (Deficit) Equity

For the years ended June 30, 2017


	Common Stock				Additional		Retained
	Issued and Outstanding				Paid-In		Earning
	Shares		Amount		Capital		Deficiency

Balance at June 30, 1988		10,985,046	$	11	$	681	$	0

Net loss for the year		0		0		0		(13,813	)

Balance at June 30, 1989		10,985,046		11		681		(13,813	)

Receivership of Subsidiary
Net Assets and Liabilities		0		0		0		13,238

Net loss for the year		0		0		0		(79	)

Balance at June 30, 1990		10,985,046	$	11	$	681	$	(654	)

Net loss for the year								(21	)

Balance at June 30, 1991		10,985,046	$	11	$	681	$	(675	)

Net loss for the year								(20	)

Balance at June 30, 1992		10,985,046	$	11	$	681	$	(695	)

Net loss for the year		0		0		0		(20	)

Balance at June 30, 1993, 1994, 1995, 1996, 1997, 1998, 1999, 2000, 2001, 2002, 2003 2004, 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, and 2017		10,985,046	$	11	$	681	$	(716	)

See accompanying notes to consolidated financial statements.

F-4

ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)


	Year Ended June 30,
	2017		2016		2015

Cash flows from operating activities:

Net loss	$	0	$	0	$	0

Adjustments to reconcile net loss to net cash provided by operating activities:		0		0		0

Decrease in deficit arising from confiscation of Haven Federal after retroactive disallowance of agreed supervisory goodwill and regulatory capital		0		0		0

Decrease in prepaid expenses and other assets		0		0		0

Decrease (increase) in net assets of Haven Federal		0		0		0

(Decrease) in accrued expenses and other liabilities		0		0		0

(Decrease) Increase in net liabilities of Haven Federal		0		0		0

Amortization of organization expenses		0		0		0

Net cash provided (used) by operating activities		0		0		0

Cash and cash equivalents, beginning of year		0		0		0

Cash and cash equivalents, end of year	$	0	$	0	$	0

See accompanying notes to consolidated financial statements

F-5

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY

Notes to Consolidated Financial Statements

(1)

Organization and Regulatory Matters

Admiral Financial Corp. ("Admiral") is inactive.

(2)

Summary of Significant Accounting Policies

(a)

Basis of Presentation

The accompanying balance sheets as of June 30, 2017 and 2016, include references to the accounts of Admiral and the net assets and net liabilities of its former wholly-owned subsidiary, Haven Federal Savings and Loan Association. All significant intercompany transactions have been eliminated in consolidation.

(b)

Office Properties and Equipment

All office properties and equipment were sold when the offices of the Company were closed during the fiscal year ended June 30, 1990, and the proceeds from such sales are reflected as "other income."

(c)

Income Taxes

Admiral and its wholly-owned subsidiary file a consolidated tax return. Taxes are provided on all income and expense items included in earnings, regardless of the period in which such items are recognized for tax purposes, except for income representing a permanent difference.

(d)

Real Estate

Loss from real estate operations includes rental income, operating expenses, interest expense on the related mortgages payable, gains on sales, net and provision for estimated losses to reflect subsequent declines in the net realizable value below predecessor cost.

Provisions for estimated losses on real estate are charged to earnings when, in the opinion of management, such losses are probable. While management uses the best information available to make evaluations, future adjustments to the allowances may be necessary if economic conditions change substantially from the assumptions used in making the evaluations.

(e)

Excess Cost Over Net Assets Acquired and Other Intangibles

The excess cost over net assets acquired was amortized by the interest method over the estimated lives of the long-term, interest-bearing assets acquired. The remaining unamortized excess cost over net assets acquired was written off at June 30, 1989 (see note 1).

(g)

Cash and Cash Equivalents

For the purpose of the statement of cash flows, cash and cash equivalents include the accounts of Admiral.

(3)

Income Taxes

At June 30, 2017 and 2016, the Company has estimated net operating loss carryforwards of approximately $0 and $0 respectively, for Federal income tax purposes, and $0 and $0, respectively, for state income tax purposes to offset future taxable income.

(4)

Commitments and Contingencies

Admiral has no known Commitments or Contingencies for the period covered by this report.

Admiral is not a party to any legal proceedings.

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