Admiral Financial Corp. Remains Dormant, Seeks Recapitalization
| Field | Detail |
|---|---|
| Company | Admiral Financial Corp |
| Form Type | 10-K |
| Filed Date | Sep 18, 2025 |
| Risk Level | high |
| Pages | 15 |
| Reading Time | 18 min |
| Key Dollar Amounts | $100,000, $500, $1,228,227, $12,586,553, $7,022,965 |
| Sentiment | bearish |
Sentiment: bearish
Topics: Inactive Company, Recapitalization Risk, OTC Market, No Revenue, Dilution Risk, Shell Company, Financial Inactivity
TL;DR
**ADFK.PK is a zombie stock with no operations; avoid unless you're betting on a miracle recapitalization that will likely dilute you anyway.**
AI Summary
ADMIRAL FINANCIAL CORP. (ADFK.PK) remains an inactive corporation for the fiscal year ended June 30, 2025, reporting no revenues or expenses, consistent with the prior fiscal year ended June 30, 2024. The company's primary activity is seeking a recapitalization through a merger, stock exchange, or asset acquisition with an operating or development stage business, as it currently generates no cash flow. No officers or directors, including Wm. Lee Popham, Chairman, CEO, President, and CFO, receive compensation, and the company anticipates minimal future operating costs until a recapitalization occurs. The common stock trades on the Over-The-Counter Market with a bid/ask price of $0.0001 throughout 2024 and 2025, reflecting its inactive status. As of June 30, 2025, there were 497 stockholders of record, and the company has not paid cash dividends since its inception in 1987, with no plans to do so in the foreseeable future.
Why It Matters
ADMIRAL FINANCIAL CORP.'s continued inactive status means there's no operational business generating revenue or profit, making it a highly speculative investment. For investors, the only potential upside hinges entirely on a future, currently undefined recapitalization event, which could significantly dilute existing shareholders. Employees and customers are non-existent, reflecting a company in name only. Competitively, ADMIRAL poses no threat as it has no active business, and its market presence is limited to an illiquid OTC listing, indicating a complete lack of market relevance until a material change occurs.
Risk Assessment
Risk Level: high — ADMIRAL FINANCIAL CORP. is an inactive corporation with 'no operations since 1990' and 'no revenues or expenses' for the fiscal years ended June 30, 2025, and 2024. The company explicitly states 'no corporate liquidity, no available capital resources, and no immediately foreseeable prospects for the future improvement of Admiral's financial picture,' indicating extreme financial instability and a high risk of complete loss for investors.
Analyst Insight
Investors should avoid ADMIRAL FINANCIAL CORP. given its inactive status, lack of revenue, and explicit statement of 'no corporate liquidity.' Any investment would be purely speculative, banking on an uncertain recapitalization that management warns 'may have a substantial dilutive effect upon Admiral's existing shareholders.'
Financial Highlights
- debt To Equity
- 0.0
- revenue
- $0
- operating Margin
- N/A
- total Assets
- Not Disclosed
- total Debt
- Not Disclosed
- net Income
- $0
- eps
- $0.00
- gross Margin
- N/A
- cash Position
- Not Disclosed
- revenue Growth
- 0.0%
Executive Compensation
| Name | Title | Total Compensation |
|---|---|---|
| Wm. Lee Popham | Chairman of the Board, Chief Executive Officer, President and Chief Financial Officer | $0 |
Key Numbers
- $0 — Revenue (No revenues recorded for fiscal years 2025 and 2024, indicating inactive operations.)
- $0 — Net Income (No expenses recorded for fiscal years 2025 and 2024, resulting in no net income or loss.)
- $0.0001 — Common Stock Price (Consistent bid/ask price on the OTC market for 2024 and 2025, reflecting minimal market activity.)
- 10,985,046 — Shares Outstanding (Total common stock outstanding as of September 18, 2025.)
- 17.51% — Wm. Lee Popham's Ownership (Percentage of common stock beneficially owned by the Chairman, CEO, President, and CFO.)
- 497 — Stockholders of Record (Number of stockholders as of June 30, 2025.)
- 1990 — Last Operational Year (Admiral has had no operations since 1990.)
- 1987 — Company Inception (Admiral Financial Corp. was formed in 1987.)
Key Players & Entities
- ADMIRAL FINANCIAL CORP. (company) — registrant
- Wm. Lee Popham (person) — Chairman of the Board, Chief Executive Officer, President and Chief Financial Officer
- David C. Popham (person) — beneficial owner
- Ti-Aun Plantations, N.V. (company) — beneficial owner
- $0.0001 (dollar_amount) — common stock bid/ask price
- 10,985,046 (dollar_amount) — shares of common stock outstanding as of September 18, 2025
- 1,923,684 (dollar_amount) — shares beneficially owned by Wm. Lee Popham
- 17.51% (dollar_amount) — beneficial ownership percentage of Wm. Lee Popham
- 497 (dollar_amount) — stockholders of record as of June 30, 2025
- June 30, 2025 (date) — fiscal year end
FAQ
What is the current business status of ADMIRAL FINANCIAL CORP.?
ADMIRAL FINANCIAL CORP. is an inactive corporation that has had no operations since 1990. For the fiscal year ended June 30, 2025, it recorded no revenues or expenses.
How does ADMIRAL FINANCIAL CORP. plan to resume operations?
ADMIRAL FINANCIAL CORP. is actively seeking to effect a recapitalization through a merger, exchange of capital stock, asset acquisition, or other similar business combination with an operating or development stage business that has significant growth potential.
Are officers and directors of ADMIRAL FINANCIAL CORP. compensated?
No, no officer or director of ADMIRAL FINANCIAL CORP., including Wm. Lee Popham, is currently paid any type of compensation by the company, and there are no arrangements to do so in the near future.
What are the financial risks associated with investing in ADMIRAL FINANCIAL CORP.?
Investing in ADMIRAL FINANCIAL CORP. carries high risk due to its inactive status, lack of cash flow, and explicit statement of 'no corporate liquidity, no available capital resources.' Any future recapitalization may also lead to 'substantial dilutive effect upon Admiral's existing shareholders.'
What is the trading activity of ADMIRAL FINANCIAL CORP.'s common stock?
ADMIRAL FINANCIAL CORP.'s common stock (ADFK.PK) trades on the Over-The-Counter Market with a consistent bid/ask price of $0.0001 throughout 2024 and 2025, indicating extremely low liquidity and market interest.
Has ADMIRAL FINANCIAL CORP. paid any dividends?
No, ADMIRAL FINANCIAL CORP. has not paid cash dividends since its inception in 1987 and anticipates retaining any future earnings for business use, with no plans for dividends in the foreseeable future.
Who is Wm. Lee Popham and what is his role at ADMIRAL FINANCIAL CORP.?
Wm. Lee Popham, age 74, is the Chairman of the Board, Chief Executive Officer, President, and Chief Financial Officer of ADMIRAL FINANCIAL CORP. He has held these positions since the company's inception in 1987.
What is the aggregate market value of ADMIRAL FINANCIAL CORP.'s voting stock held by non-affiliates?
As of September 27, 2024, the aggregate market value of the voting stock held by non-affiliates of ADMIRAL FINANCIAL CORP. was reported as 'NO BID. 0', reflecting the lack of an active market.
How many shares of common stock does Wm. Lee Popham beneficially own in ADMIRAL FINANCIAL CORP.?
As of June 30, 2024, Wm. Lee Popham beneficially owned 1,923,684 shares of ADMIRAL FINANCIAL CORP. common stock, representing 17.51% of the outstanding shares.
Does ADMIRAL FINANCIAL CORP. have any lease obligations for its office facilities?
No, ADMIRAL FINANCIAL CORP. does not have any lease obligations. Its principal office in South Miami, Florida, is currently shared free of charge at 7101 Southwest 67 Avenue.
Risk Factors
- Inactive Status and Dependence on Recapitalization [high — operational]: Admiral Financial Corp. has been inactive since 1990 and generates no revenue or cash flow. The company's future operations are entirely dependent on a successful recapitalization with an unidentified operating or development stage business. Failure to secure such a transaction could lead to cessation of operations.
- Lack of Liquidity and Capital Resources [high — financial]: The company has no corporate liquidity and no available capital resources. While management believes it can meet cash requirements until recapitalization, depletion of current cash reserves or cessation of non-compensatory duties by management could halt operations.
- Potential Shareholder Dilution [medium — financial]: Any restructuring or recapitalization undertaken to raise capital for new operations may have a substantial dilutive effect on existing shareholders. The company has no known ongoing commitments or obligations.
- Dependence on External Financing and Acquisition Opportunities [medium — market]: The company's ability to resume operations is subject to the availability of equity capital and financing sources, as well as the availability of attractive acquisition opportunities. Without these, growth and integration of acquired businesses may not be possible.
Industry Context
Admiral Financial Corp. operates in a niche segment of the financial industry focused on shell companies seeking to acquire or merge with operating businesses. This strategy is common for companies that have ceased operations but retain a public listing. The competitive landscape for such 'backdoor' listings or mergers is driven by the availability of distressed or undervalued operating companies and the regulatory environment surrounding reverse mergers.
Regulatory Implications
As an inactive shell company, Admiral is subject to SEC reporting requirements, including the filing of this 10-K. Any future recapitalization or merger would trigger significant regulatory scrutiny from the SEC and potentially state securities regulators, particularly concerning disclosures and shareholder approvals.
What Investors Should Do
- Monitor Recapitalization Efforts
- Assess Dilution Risk
- Evaluate Management's Track Record
- Consider Extreme Volatility and Risk
Key Dates
- 1987-01-01: Company Inception — Admiral Financial Corp. was formed.
- 1990-01-01: Last Operational Year — The company has had no operations since this year, indicating a long period of inactivity.
- 2024-06-30: Fiscal Year End — Reported no revenues or expenses, consistent with inactive status.
- 2025-06-30: Fiscal Year End — Reported no revenues or expenses, continuing the inactive status and focus on recapitalization.
- 2025-09-18: Shares Outstanding Date — 10,985,046 shares of common stock were outstanding.
Glossary
- Recapitalization
- A restructuring of a company's debt and equity. For Admiral, this specifically means a merger, stock exchange, or asset acquisition with an operating or development stage business. (This is the company's primary strategic objective and the sole focus of its current activities.)
- Inactive Corporation
- A company that is not actively engaged in business operations, generating revenue, or incurring significant expenses. (Describes the current state of Admiral Financial Corp., which has had no operations since 1990.)
- Over-The-Counter Market (OTC)
- A decentralized market where financial securities are traded directly between two parties, without the supervision of an exchange. (Admiral's common stock trades on this market, with a bid/ask price of $0.0001, reflecting its inactive status and low liquidity.)
- Beneficial Ownership
- The ultimate right to use or enjoy the benefits of a security, even if it is registered in someone else's name. (Used to report ownership stakes, such as Wm. Lee Popham's 17.51% beneficial ownership of common stock.)
Year-Over-Year Comparison
For the fiscal year ended June 30, 2025, Admiral Financial Corp. reported no revenues and no expenses, mirroring the results from the prior fiscal year ended June 30, 2024. The company remains inactive, with its primary focus on seeking a recapitalization. There are no changes in operational status, financial performance, or executive compensation compared to the previous year, as the company continues its strategy of seeking a merger or acquisition.
Filing Stats: 4,501 words · 18 min read · ~15 pages · Grade level 11.2 · Accepted 2025-09-18 16:51:50
Key Financial Figures
- $100,000 — whose total cash compensation exceeded $100,000 during the year ended June 30, 2020. A
- $500 — le each Director is entitled to receive $500 plus reasonable out-of-pocket expenses
- $1,228,227 — mily and affiliates in the exchange was $1,228,227, the aggregate appraised value of such
- $12,586,553 — value of such contributed property was $12,586,553, and the net contribution value was $7,
- $7,022,965 — 553, and the net contribution value was $7,022,965. Mr. Popham and his family and affiliat
Filing Documents
- adfk_10k.htm (10-K) — 279KB
- adfk_ex31z1.htm (EX-31.1) — 8KB
- adfk_ex31z2.htm (EX-31.2) — 8KB
- adfk_ex32z1.htm (EX-32) — 4KB
- 0001553350-25-000105.txt ( ) — 1149KB
- adfk-20250630.xsd (EX-101.SCH) — 8KB
- adfk-20250630_cal.xml (EX-101.CAL) — 17KB
- adfk-20250630_def.xml (EX-101.DEF) — 10KB
- adfk-20250630_lab.xml (EX-101.LAB) — 90KB
- adfk-20250630_pre.xml (EX-101.PRE) — 63KB
- adfk_10k_htm.xml (XML) — 61KB
Business
Business 1 Item 1A.
Risk Factors
Risk Factors 1 Item 1B. Unresolved Staff Comments 1 Item 1C. Cybersecurity 1 Item 2.
Properties
Properties 1 Item 3.
Legal Proceedings
Legal Proceedings 1 Item 4. Mine Safety Disclosures 1 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 2 Item 6. [Reserved] 3 Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operation
Management's Discussion and Analysis of Financial Condition and Results of Operation. 3 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Quantitative and Qualitative Disclosures About Market Risk Item 8.
Financial Statements and Supplementary Data
Financial Statements and Supplementary Data 3 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 3 Item 9A.
Controls and Procedures
Controls and Procedures 3 Item 9B. Other Information 3 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 3 PART III Item 10. Directors, Executive Officers and Corporate Governance 4 Item 11.
Executive Compensation
Executive Compensation 4 Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 6 Item 13. Certain Relationships and Related Transactions, and Director Independence 6 Item 14. Principal Accountant Fees and Services 6 PART IV Item 15. Exhibits, Financial Statement Schedules 7 Item 16. Form 10–K Summary 7 PART I
Business
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 having 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 availab
Risk Factors
Item 1A. Risk Factors. Not Applicable.
Unresolved Staff Comments
Item 1B. Unresolved Staff Comments. None.
Cybersecyruty
Item 1C. Cybersecyruty. Not Applicable.
Properties
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.
Legal Proceedings
Item 3. Legal Proceedings. Admiral is not a party to any legal proceedings.
Mine Safety Disclosures
Item 4. Mine Safety Disclosures. Not Applicable. 1 PART II
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Admiral's common stock currently trades by appointment 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 2024: 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 2025: First Quarter 0.0001 0.0001 N/A N/A Second Quarter 0.0001 0.0001 N/A N/A Third Quarter 0.0001 0.0001 N/A N/A Fourth Quarter 0.0001 0.0001 N/A N/A As of June 30, 2025, 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
Management's Discussion and Analysis of Financial Condition and Results of Operation
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, 2025 and 2024 Admiral was inactive, and recorded no revenues or expenses during either period. Comparison of Years Ended June 30, 2025 and 2024 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.
Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data. The financial statements and schedules listed in
hereof and included in this report on Pages F-1 through F-6 are incorporated herein by reference
Item 14 hereof and included in this report on Pages F-1 through F-6 are incorporated herein by reference.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable.
Controls
Item 9A. Controls and Procedures. Not Applicable.
Other Information
Item 9B. Other Information. Insider Trading Arrangements and Policies During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation S-K. Other Information None.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 3 PART III
Directors, Executive Officers and Corporate Governance
Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth, as of June 30, 2025, certain information with respect to the directors and executive officers continuing in office until their successors have been elected and qualified. Name Age Position Officer And/or Director Since Wm. Lee Popham 74 Chairman of the Board, Chief Executive Officer, President and Chief Financial Officer 1987 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 – U.S. Region Finance Director and National Business Manager with AECOM Technology Corp., Los Angeles, CA from April 2006 to August 2012. 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.
Executive Compensation
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, 2020. Annual Compensation Awards Name and Principal Position Year Salary Bonus Other Wm. Lee Popham 2025 $ - - - Chairman and President 2024 - - - Chief Executive Officer 2025 - - - 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. 4 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, i
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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, 2024 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 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 the estate of 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 previously held jointly by David C. Popham and Jeanne M. Baker (deceased), 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.
Certain Relationships and Related Transactions, and Director Independence
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.
Principal Accountant Fees and Services
Item 14. Principal Accountant Fees and Services. Not Applicable. 6 PART IV
Exhibits, Financial Statement Schedules
Item 15. Exhibits, Financial Statement Schedules. (a.)1. Admiral Financial Corp.: ADMIRAL FINANCIAL CORP. INDEX Page F-1 Consolidated Balance Sheets as of June 30, 2025 and 2024 F-2 Consolidated Statement of Operations for the three years ended June 30, 2025 F-3 Consolidated Statement of Stockholders' (Deficit) Equity for the three years ended June 30, 2025 F-4 Consolidated Statement of Cash Flows for the three years ended June 30, 2025 F-5
Notes to Consolidated Financial Statements
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) 32 Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Form 10-K Summary
Item 16. Form 10-K Summary. Not Applicable. 7
SIGNATURES
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 18, 2025 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 18, 2025 Wm. Lee Popham 8
FINANCIAL STATEMENTS
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. Auditor Firm ID: 1none Auditor Location: None Auditor Name: None F-1 ADMIRAL FINANCIAL CORP. AND SUBSIDIARY Consolidated Balance Sheets (Amounts in Thousands) June 30, 2025 2024 (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, $ 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 at June 30, 2025 and 1,954 shares at June 30, 2024, at cost 0 0 Additional paid-in capital 681 681 Deficit ( 716 ) ( 716 ) Total
Notes to Consolidated Financial Statements
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, 2025 and 2024, 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 former 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 fo