FORM 10-K


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549



[X]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                  OF THE SECURITIES EXCHANGE ACT OF 1934


             For the fiscal year ended June 30, 1997      


                                    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.
       (Exact name of registrant as specified in its charter)


            FLORIDA                              59-2806414
     (State of incorporation)                (I.R.S. Employer
                                             Identification No.)
     825 Arthur Godfrey Road
      Miami Beach, Florida                             33140
(Address of principal executive office)               (Zip Code)


Registrant's telephone number, including area code:  305-861-7998


     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 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 and (2) has been subject to such filing 
requirements for the past 90 days.  Yes  X  No    


     Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K 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 _____.


     Aggregate market value of the voting stock held by non-affiliates of the 
Registrant as of September 26, 1997 (based on the last closing sale price as 
reported on the OTC Bulletin Board on such date) was $4,391,012.


Number of shares of common stock outstanding as of September 27, 1996, was 
10,985,046.

                 DOCUMENTS INCORPORATED BY REFERENCE
                                None

<PAGE>

                       ADMIRAL FINANCIAL CORP.



                              FORM 10-K



                          TABLE OF CONTENTS


                                  


                                                           Page


                               Part I


Item 1.   Business                                           1
Item 2.   Properties                                         5
Item 3.   Legal Proceedings                                  5
Item 4.   Submission of Matters to a Vote of
             Security Holders                                6



                               Part II



Item 5.   Market for the Registrant's Common Stock
             and Related Security Holder Matters             7
Item 6.   Selected Consolidated Financial Data               7
Item 7.   Management's Discussion and Analysis of
             Consolidated Financial Condition and
             Results of Operations                           8
Item 8.   Consolidated Financial Statements                  9
Item 9.   Disagreements on Accounting and Financial
             Disclosure                                      9



                              Part III


Item 10.  Directors and Executive Officers of the
             Registrant                                      9
Item 11.  Executive Compensation                            10
Item 12.  Security Ownership of Certain Beneficial
             Owners and Management                          12
Item 13.  Certain Relationships and Related Transactions    13



                               Part IV


Item 14.  Exhibits, Financial Statement Schedules and
             Reports on Form 8-K                            14


<PAGE>                               PART I


ITEM 1.   BUSINESS.


General

     ADMIRAL FINANCIAL CORP. ("ADMIRAL") IS CURRENTLY AN INACTIVE CORPORATION, 
WITH NO ONGOING BUSINESS ACTIVITY.


     Admiral was formed in 1987 to acquire an insolvent savings and loan 
association in a supervisory acquisition solely with private investment funds, 
and without the benefit of any federal assistance payments.  Admiral acquired 
Haven Federal Savings and Loan Association ("Haven") on June 16, 1988.  
Admiral had no prior operating history. 

     Haven was a Federally chartered stock savings and loan association that 
had been conducting its business in Winter Haven, Florida, since 1964.  In 
addition to its main office, Haven had four branch offices in Polk County 
which were located in central Florida.  A large portion of the population of 
Polk County consists of retired persons on fixed incomes so that the 
operations of the Association were dependent primarily on the needs of this 
community and were relatively unaffected by the prosperity of any of the 
businesses located in its primary market area.

     As a result of the enactment of The Financial Institution Reform, 
Recovery and Enforcement Act of 1989 ("FIRREA"), the United States government 
retroactively applied new capital standards to Haven, declared Haven to be 
insolvent and in default of certain provisions of an agreement that the 
federal government itself had disregarded, and confiscated the net assets of 
Haven on March 2, 1990.

     Admiral's sole significant asset was its investment in Haven, and Admiral 
has been reduced to an inactive corporate shell.


     Admiral acquired Haven on June 16, 1988. The acquisition occurred through 
a contributed property exchange, whereby Admiral issued 8,000,000 new common 
shares in exchange for assets (primarily real estate and a profitable business 
engaged in the purchase and redemption of Florida tax sale certificates) 
having fair market values of approximately $40 million, subject to 
approximately $27 million of mortgages and other liabilities, and less 
approximately $1 million of fees and expenses (necessary to provide the proper 
forms and documentation in accordance with government rules and regulations)
during the ensuing sixteen month application and negotiation process with
federal regulatory authorities, for a net fair value equity contribution of
approximately $12 million.  Admiral then contributed virtually all of these
net assets and liabilities to the capital of Haven, while simultaneously
issuing an additional 987,000 new common shares of Admiral to the former
Haven shareholders, in exchange for 100% of the outstanding shares of Haven
in an approved "supervisory acquisition" of an insolvent thrift institution.
Admiral has had substantially no assets, and no operations other than its
investment in Haven, and all active business operations were carried on
through Haven.

     Prior to the consideration of any of the equity capital contributed by 
Admiral in the exchange, the fair value of Haven's liabilities assumed by 
Admiral, plus the cost of acquisition, was determined to have exceeded the 
fair market value of Haven's tangible assets acquired by approximately 
$14,902,000, of which approximately $5,374,000 was attributable to the
estimated intangible value of Haven's deposit base and approximately $548,000
to the estimated intangible value of Haven's mortgage loan servicing
portfolio.  The balance of approximately $8,980,000 was recorded under
generally accepted accounting principles (GAAP) by Haven as excess cost over
net assets acquired ("Goodwill").  The acquisition was accounted for as if it
occurred on June 30, 1988.  The purchase method of accounting was used to
record the acquisition and, accordingly, all assets and liabilities of Haven
were adjusted to their estimated fair value as of the acquisition date.

<PAGE>

     By way of a Resolution (the "Agreement") dated April 26, 1988, the 
Federal Home Loan Bank Board ("FHLBB") approved the acquisition of control of 
Haven by Admiral.  A condition of the Agreement authorizing the acquisition 
required that Admiral account for the acquisition of Haven under the 
"purchase" method of accounting, whereby an asset in the nature of 
"Supervisory Goodwill" would be calculated in accordance with the "Regulatory 
Accounting Principles" (RAP) then in effect.  Supervisory Goodwill was 
realized, generally, to the extent of any previous negative net worth of the
acquired insolvent thrift, plus the excess of the fair market values of the
contributed assets over their respective historical costs.  Haven's
Supervisory Goodwill of approximately $20 million was, in accordance with the
Agreement, to be amortized against future earnings over a period of
twenty-five years.

     Also in accordance with the Agreement, Haven was credited with new 
capital under RAP accounting, equal to $11 million.  This amount was computed 
by taking into account the $13 million fair market value of the net assets 
contributed by Admiral to Haven, less the $1 million of fees and costs 
incurred, and less an additional $1 million resulting from reduced valuations 
of certain of the contributed assets for purposes of calculating Haven's RAP 
equity by the appraisal division of the Federal
Home Loan Bank Board.

     In accordance with GAAP, however, the contributed equity values reported 
to Admiral's shareholders was the net historical book value of $596,812, net 
of approximately $1.05 million of out-of-pocket professional fees, expenses, 
and other transaction costs associated with the supervisory acquisition, and 
not the appraised net fair market equity values of $13 million.

     As an integral part of Admiral's application to acquire Haven, Admiral 
filed a Business Plan of proposed operations calling for a significant growth 
of earning assets, and an increase in low-cost deposits and other lower-cost 
liabilities to refinance Haven's relatively high cost of funds.  This growth
was to be generated both internally, and by acquisitions of other branches and
thrifts.  The FHLBB Agreement approved Admiral's Business Plan.

     In exchange for the favorable accounting treatments regarding the 
Supervisory Goodwill and the resulting calculation of RAP equity, the 
Agreement imposed a number of conditions upon Admiral.  Specifically:

Admiral was required to record the supervisory acquisition transaction 
utilizing the "purchase" method of accounting, resulting in the recognition of 
Supervisory Goodwill of approximately $20 million.

Admiral agreed that it would cause the regulatory capital of Haven to be 
maintained at a level at or above the quarterly minimum regulatory capital 
requirement and, if necessary, infuse additional equity capital sufficient to 
comply with this requirement.

Should Admiral default in this provision and be unable to cure the default 
within 90 days, the FSLIC could exercise any right or remedy available to it 
by law, equity, statute or regulation.  In addition to the rights that were 
available to the FSLIC by virtue of the Agreement, whenever any savings and 
loan association fails to meet its regulatory capital requirement, the FHLBB 
and the FSLIC (or their successors) could take such actions as they deem
appropriate to protect the Association, its depositors and the FSLIC.

Admiral agreed that it would cause Haven to liquidate all of the contributed 
real estate according to a schedule specified by the FHLBB as follows:  37.5% 
of the market value of the properties (as determined by the FHLBB's District 
Appraiser) by March 31, 1989, an additional 12.5% by June 30, 1989, and an 
additional 12.5% during each succeeding quarter.

<PAGE>

If Admiral had defaulted in this regard, it could have been subject to 
forfeiture of 100% of its Haven stock.  The FSLIC would have the right to vote 
the Haven stock, remove Haven's Board of Directors and/or dispose of the stock 
of Haven.

     Admiral acquired Haven solely with private equity capital.  There were no 
federal assistance payments, capital assistance notes, or any other form of 
federal payments (which had been made available to other purchasers of 
insolvent thrifts), involved in the acquisition Agreement negotiations.  The 
only elements of the Agreement that Admiral specifically bargained for was the
allowance of Supervisory Goodwill, with its twenty-five year amortization
period, to compensate Admiral for its recapitalization of an insolvent thrift
with a $15 million negative net worth on the supervisory acquisition date.

     For the fiscal year ended June 30, 1989, Haven experienced a "Net 
Interest Income" (similar to a "Gross Profit" for commercial business 
operations) of $1.635 million, as opposed to a Net Interest Expense of ($.163 
million) for the fiscal year immediately preceding Admiral's supervisory 
acquisition of Haven.  These results represented a significant turnaround for 
Haven during the first year of post-supervisory acquisition operations.

     Haven was successful in meeting the real estate liquidation requirements 
imposed by the Agreement, including any extensions of time granted 
thereunder.  However, Haven experienced a $4.3 million erosion of its 
regulatory capital due to losses sustained as a result of liquidating one 
single, large commercial property included in the stated real estate under
what can only be described as "fire sale" conditions, on the last possible day
under the Agreement, in order to meet the time schedules mandated by the FHLBB
in the Agreement.  This loss, together with other operating losses and
goodwill amortization expenses, caused Haven to fail to meet its minimum
capital requirement as of March 31, 1989, and at all times thereafter.

     The Financial Institution Reform, Recovery and Enforcement Act of 1989 
("FIRREA") was introduced on February 5, 1989, and enacted into law on August 
9,1989.  FIRREA imposed, by no later than December 7, 1989, more stringent 
capital requirements upon savings institutions than those previously in 
effect.  These capital requirements were applied to Haven on a retroactive
basis.  Haven did not meet these new capital requirements on the date of
enactment, or on the earlier date of Haven's acquisition by Admiral.  Because
of certain provisions of FIRREA relating primarily to the disallowance of
supervisory goodwill and certain other intangible assets in the calculation
of required net capital, management estimates that Admiral would have been
required under the Agreement to infuse additional capital of approximately
$18 million by December 7, 1989.  Had FIRREA been in effect on the date of
Haven's acquisition by Admiral, Haven would have fallen short of
the capital requirements by approximately $14 million, after taking into 
account Admiral's contribution of $11 million of new regulatory capital.
Admiral did not infuse any additional capital, and the net assets of Haven
were confiscated by the federal authorities on March 2, 1990.

     With nearly $20 million of Supervisory Goodwill on the books and only $11 
million of contributed capital (thereby resulting in a negative tangible net 
worth in excess of $8 million, and an immediate shortfall of qualifying 
capital in excess of nearly $15 million) on the date of the supervisory 
acquisition of Haven by Admiral, Haven did not meet these new capital
requirements imposed by FIRREA.

     The FHLBB, in a supervisory letter dated March 31, 1989, designated the 
Association as a "troubled institution" subject to the requirements of the 
office of Regulatory Activities Regulatory Bulletin 3a ("RB3a").  A troubled 
institution under RB3a is subject to various growth restrictions concerning 
deposit accounts and lending activities.  Haven was directed to "shrink" its 
asset and deposit base, thereby assuring future operating losses.

<PAGE>

     As of March 31, 1989, Haven's regulatory capital fell approximately 
$580,000 below its minimum regulatory capital requirement, as the direct 
result of a $4.3 million real estate loss recorded on March 31, 1989.  As of 
June 30, 1989, Haven's regulatory capital was approximately $2.3 million
below the minimum regulatory requirement.  This regulatory capital deficiency
was a result of the Association's substantial operating losses incurred as a
result of the directive from FHLBB supervisory personnel to "shrink" the
assets and deposits of Haven, and the sale of certain parcels of contributed
real estate, under circumstances that could only be described as a "fire
sale," at amounts which approximated predecessor cost, rather than at the
substantially higher appraised values (which had previously been reviewed and
approved by the appropriate regulatory authorities).  In addition, due to
Haven's inability to continue operations without a significant capital
infusion or other source of recapitalization, the value of the Association's
excess cost over net assets acquired (Goodwill) was considered permanently
impaired and, accordingly, the entire balance was written off at June 30,
1989.

     Admiral was notified by the FHLBB on July 17, 1989, that since the 
regulatory capital deficiency had not been corrected, Admiral was in default 
of the Agreement and had 90 days (i.e., until October 18, 1989) to cure the 
default.  Admiral management was directed to resign any positions held at 
Haven, Haven personnel were directed to cease communications with Admiral, and 
to abandon any efforts to meet the contributed real estate liquidation 
schedule contained in the Agreement.  Admiral did not infuse the additional 
capital required, and the net assets of Haven were confiscated by the federal 
government on March 2, 1990.

     Due to the regulatory capital requirements imposed by FIRREA, even if 
Admiral were able to infuse the approximate $2.3 million June 30, 1989 
regulatory capital deficiency and cure the default, the cure would have only 
been temporary.  Because of certain provisions of FIRREA relating primarily to 
the treatment of intangible assets, management estimates that Admiral would 
have been required to infuse additional capital of approximately $18 million 
by the December 7, 1989 date specified by the new law.  Had the FIRREA 
requirements been effective and fully phased in at the time of the 
acquisition, Haven would have had a tangible capital deficiency of 
approximately $14 million as of the acquisition date; and to meet the capital 
requirements, Admiral would have had to fund approximately $14 million, in 
addition to the assets which were contributed with an appraised equity value 
of approximately $11 million for regulatory capital purposes.

     As of September 30, 1989, Haven had not met the contributed real estate 
sale schedule. On September 27, 1989, the Association received a letter from 
its Supervisory Agent in which the Supervisory Agent agreed not to enforce its 
rights upon a default in the real estate sale schedule until November 1, 
1989.  The net assets of Haven were confiscated by the federal government on
March 2, 1990.


     Because of the effects of FIRREA, and the impact of certain requirements 
imposed by the Federal Home Loan Bank Board ("FHLBB") and the Federal Savings 
and Loan insurance Corporation ("FSLIC") upon Admiral and upon the operations 
of Haven, Admiral's management determined that the initial economic decisions 
leading to the acquisition, recapitalization and operation of Haven had been 
frustrated by FIRREA, and the only remaining alternative available to Admiral 
was to sell or merge Haven, and withdraw from the savings and loan business.  
Once Haven was divested, Admiral would have no other operations.  

     In the meantime, Admiral and Haven applied, immediately after the 
enactment of FIRREA, for relief from the requirements of the Agreement.  Haven 
also applied for regulatory relief from sanctions imposed by FIRREA for 
failing to meet the minimum regulatory capital requirements.  Furthermore, 
Admiral and Haven applied for federal assistance payments under a FIRREA 
relief provision which management believed was intended to be applicable to 
prior acquirers of insolvent thrift institutions in supervisory acquisitions, 
where a significant amount of "supervisory goodwill" is involved, and those 
acquirers were being treated by the effects of the new legislation as if they 
had been the persons who had caused the thrift to become 

<PAGE>

insolvent in the first place.  Admiral management was never notified of any 
action taken or hearing scheduled in connection with the various forms of 
relief being sought.

     Because of all of the circumstances enumerated above, Admiral attempted 
to dispose of its Haven common stock and to secure a release of its 
obligations under the Agreement either through a merger, an acquisition or a 
tender of its Haven common stock to the FHLBB or its successor in the event 
that the Association's applications for specific relief were not approved.

     The net assets of Haven were confiscated on March 2, 1990.


ITEM 2.   PROPERTIES.

     Admiral Financial Corp.'s principal office is located in Miami Beach, 
Florida.  The Company is currently being allowed to share, free of charge, 
certain office facilities and office equipment located at 825 Arthur Godfrey 
Road, Miami Beach, Florida 33140.  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.  In this action, Admiral seeks (1) a declaration 
that the government's actions constitute a repudiation and material breach of 
their contractual obligations to Admiral and, thereby, effect a taking of 
Admiral's property without just compensation and a deprivation of Admiral's 
property without due process of law, in violation of the Fifth Amendment, and 
(2) compensatory damages for the United States' breach of contract, or (3) 
rescission of the contract and restitutionary relief, or (4) compensation for
the taking of Admiral's property, or (5) damages for the deprivation of
Plaintiffs' property without due process of law."

     This action was stayed by order of the Court dated September 3, 1993, 
pending the en banc decision on rehearing of the Court of Appeal for the 
Federal Circuit in Winstar Corp., et al. v. United States, a pending action 
which Admiral management believes to contain a similar fact pattern.

     On August 30, 1995, the United States Court of Appeals for the Federal 
Circuit, in an en banc decision, affirmed the summary judgment decisions by 
the Court of Federal Claims on the liability portion of the breach of contract 
claims against the United States in Winstar, and in two other similar cases 
(Statesman and Glendale) which had been consolidated for purposes of the 
appeal. In its Winstardecisions, the Court of Federal Claims found that an 
implied-in-fact contract existed between the government and Winstar, and that 
the government breached this contract when Congress enacted FIRREA.  In
Statesman and Glendale, that Court found that the Plaintiffs had express
contracts with the government which were breached by the enactment of FIRREA.

<PAGE>

     The federal government appealed the Winstar decisions to the United 
States Supreme Court.  On November 14, 1995, Admiral's action (and all other 
similar actions) was stayed by order of the Court, pending the outcome of that 
appeal.

     On July 1, 1996, the United States Supreme Court concluded in Winstar 
that the United States is liable for damages for breach of contract, affirmed 
the summary judgment decisions in Winstar, and remanded the cases to the Court 
of Federal Claims for further hearings on the calculation of damages.  The
majority of the Court found "no reason to question the Federal Circuit's
conclusion that the Government had express contractual obligations to permit
respondents to use goodwill and capital credits in computing their regulatory
capital reserves.  When the law as to capital requirements changed, the
Government was unable to perform its promises and became liable for breach
under ordinary contract principles." 

     Subsequent to the United States Supreme Court decision in Winstar, the 
stay on Admiral's litigation proceedings has been lifted.  While the Supreme 
Court's ruling in U.S. v. Winstar Corp., et al., serves to support Admiral's 
legal claims in its pending lawsuit against the federal government, it is not 
possible at this time to predict what effect the Supreme Court's ruling, and 
the subsequent rulings of a lower court concerning damages, will have on the 
outcome of Admiral's lawsuit. Notwithstanding the Supreme Court's ruling, 
there can be no assurance that Admiral will be able to recover any funds 
arising out of its claim and, if any recovery is made, the amount of such 
recovery.

     Admiral is not a party to any other legal proceedings.




ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     Not Applicable.

<PAGE>
                               PART II


ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
          SECURITY HOLDER MATTERS.

     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.

     Since September 30, 1989, Admiral's shares have been listed in the 
"over-the-counter" market on the OTC Bulletin Board.  There was no firm making 
a market in Admiral's stock until June 27, 1997, at which time active trading 
resumed.

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

<TABLE>
<CAPTION>
                                     Ask               Bid     
                                 High     Low      High      Low
<S>                              <C>      <C>      <C>       <C>

     1996:
          First Quarter            0      0          0        0
          Second Quarter           0      0          0        0
          Third Quarter            0      0          0        0
          Fourth Quarter           0      0          0        0

     1997:
          First Quarter            0      0          0        0
          Second Quarter           0      0          0        0
          Third Quarter            0      0          0        0
          Fourth Quarter          5/8     0         3/8       0
</TABLE>


     As of June 30, 1997, there were 498 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 CONSOLIDATED FINANCIAL DATA.

     Admiral was formed in 1987 for the purpose of effecting the Contributed 
Property Exchange Offer and Merger with Haven and had no prior operating 
history.  Admiral's acquisition of Haven occurred on June 16, 1988, and has 
been accounted for as if it occurred on June 30, 1988. The following table 
sets forth selected consolidated financial data for Admiral for the five years 
ended June 30, 1997.  In addition, selected financial data on the financial 
position of Admiral is shown as of June 30, 1997, 1996, 1995, 1994, and 1993. 
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.

<PAGE>
<TABLE>
<CAPTION>

                                          Year ended June 30,         


                                 1997    1996      1995        1994    1993
                                (Dollars in thousands except per share data)
<S>                           <C>        <C>       <C>         <C>     <C>

Admiral income                $     0      0         0           0       0
Haven:
Interest income                     -      -         -           -       - 
Interest expense                    -      -         -           -       -  
     Net interest income
     before provision
     for loan losses
     (expense)                      0      0         0           0       0

Provision for loan losses           -      -         -           -       -  
     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       (20)
Extraordinary item                  -      -        -          -         
-     
Cumulative effect of change in
     accounting principle           -      -        -          -         -
                                                                       
          Net earnings (loss)   $   0      0        0          0       (20)
                                =======  ======  =======   =======  =======

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

</TABLE>

<TABLE>
<CAPTION>

                                         Year ended June 30,
                                1997       1996      1995     1994    1993
                               (Dollars in thousands except per share data)
<S>                             <C>        <C>       <C>      <C>     <C>


Net assets of Haven             $    -       -         -        -       -
Total assets                          0       0         0        0      20
Net liabilities of Haven             -       -         -        -       -
Total liabilities                    24      24        24       24      24
Total stockholders' equity 
  (deficit)                         (24)    (24)      (24)      (4)     (4)
Book value (deficit) per
  common share                     (.00)   (.00)     (.00)    (.00)   (.00)
Number of offices of Admiral          1       1         1        1       1  

</TABLE>



ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Results of Operations

     Admiral was formed in 1987 and had no operations until its acquisition of 
Haven on June 16, 1988.  Admiral's only significant asset was its investment 
in Haven. Admiral has been inactive since 1990.

<PAGE>
Comparison of Years Ended June 30, 1997 and 1996

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


Comparison of Years Ended June 30, 1996 and 1995

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


Liquidity and Capital Resources

     Admiral has been reduced to a corporate "shell," with no operations or 
current activity.  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 ongoing commitments or
obligations other than with respect to its obligations related to the 
acquisition and subsequent confiscation of Haven.


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-11 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 AND EXECUTIVE OFFICERS OF THE REGISTRANT


     The following table sets forth, as of June 30, 1997, certain information 
with respect to the directors and executive officers continuing in office 
until their successors have been elected and qualified.

<PAGE>
<TABLE>
<CAPTION>

                                                             Officer
                                                             And/or
                                                             Director
Name                      Age     Position                   Since    
<S>                       <C>     <C>                        <C>

Wm. Lee Popham            46      Chairman of the Board,     1987                              Chief Executive Officer
                                  and President

Linda E. Baker            58      Director, Vice President,  1987
                                  Secretary, and Treasurer


Charles E. Fancher, Jr.   47      Director                   1988          
</TABLE>


     Certain background information for each director is set forth below.


     WM. LEE POPHAM has served as Chairman of the Board and President of 
Admiral since its inception in 1987.  He has also been an independent 
corporate planning and acquisition consultant since 1996, as well as a Senior 
Sales Associate with the Prudential Florida Realty, Miami, Florida, since
1997.  He had also served as Chairman of the Board and President of Caesar
Creek Holdings, Inc. (CCH), Miami, Florida (a financial acquisition company)
since June 1985, and in various other officer and director positions with
several subsidiaries and affiliates of CCH, until its liquidation in December
1989.  He has also served as a Director and Secretary-Treasurer of Jeanne
Baker, Inc., a real estate brokerage company located in Dade County, Florida,
since 1973, and was actively employed by that Company from 1990 until its
sale in 1996.  He previously served as President of First Atlantic Capital
Corporation, Miami, Florida (an 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., Mesa,
Arizona (a recreational vehicle rental and sales corporation), which shares
are traded on the American Stock Exchange, from 1984 until 1991.

     LINDA E. BAKER has served as Vice President, Secretary and Treasurer of 
Admiral since its inception in April 1987.  She has also served as Vice 
President, Secretary and Treasurer of CCH, Miami, Florida (a financial 
acquisition company) from June 1985 until its liquidation in December 1989, 
and in various other officer and director positions with several subsidiaries 
and affiliates of CCH.  Ms. Baker has been employed as Office/Personnel
Manager at Trivest, Inc., Miami, Florida, an investment holding company,
since January 1990.  She was Vice President and Secretary of First Atlantic
Capital Corporation, Miami, Florida (an investment company) from October 1983
to June 1985.  Prior thereto, she was a Manager with the accounting firm of
KPMG Peat Marwick, LLP, Miami, Florida.  Ms. Baker is a Certified Public
Accountant and a licensed Florida real estate broker.

     CHARLES E. FANCHER, JR. has served as President and Chief Operating 
Officer of Fancher Management Group, Inc., Miami, Florida (a water, waste 
water, and liquid propane gas utility consulting company), since April 1996.  
He previously served as President and Chief Operating Officer of General
Development Utilities, Inc., Miami, Florida (a water, waste water, and liquid
propane gas utility company) from June 1991 until March 1996, and Vice
President of Atlantic Gulf Communities Corporation (f/k/a General Development
Corporation), in Miami, Florida (a real estate development company) from
January 1986 until March 1996.  Mr. Fancher was also previously Senior Vice
President of General Development Utilities, Inc., from January 1986 until
June 1991.  Prior thereto, he served as a Vice President of General
Development Utilities, Inc. in the areas of finance and operations.

<PAGE>

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 and/or 
Haven whose total cash compensation exceeded $100,000 during the year ended 
June 30, 1997.

<TABLE>
<CAPTION>            
     Name and                  Annual Compensation Awards
Principal Position         Year      Salary     Bonus    Other
<S>                        <C>       <C>        <C>      <C>

Wm. Lee Popham             1997      $  ---     ---      ---
Chairman and President     1996         ---     ---      ---
Chief Executive Officer    1995         ---     ---      ---

</TABLE>


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 
since Admiral's inception in 1987.


Retirement Plan

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

     In prior years, Haven employees were covered under a noncontributory 
trusteed pension plan, which was replaced by a contributory Section 401(k) 
plan for Admiral and Haven 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. 

     The Section 401(k) contribution plan was suspended when the net assets of 
Haven were confiscated, and all Admiral employees were removed from their 
employment positions by the federal regulators.


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.


Employee Stock Purchase Plan

     The Board of Directors and shareholders of Admiral approved 

<PAGE>

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.  To date, this plan has not been implemented by Admiral.


Employment Agreements

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


Indebtedness of Management

     Admiral makes 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.  No additional compensation is paid for
attendance of committee meetings.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

     The following table sets forth information regarding the beneficial 
ownership of Admiral's Common Stock as of June 30, 1997 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.

<TABLE>
                                             Amount and   Percent
                                             Nature of      of
         Name and Address of                 Beneficial   Common
         Beneficial Owner                    Ownership    Stock
<S>                                          <C>          <C>

Wm. Lee Popham (l)                           2,040,901    18.58%
825 Arthur Godfrey Road
Miami Beach, Florida 33140

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

David C. Popham (2)                            668,651     6.09%
3166 Commodore Plaza
Coconut Grove, Florida 33133

Linda E. Baker                                 150,120     1.37%
Suite 800
2665 South Bayshore Drive
Coconut Grove, Florida 33133

<PAGE>

Charles E. Fancher, Jr.                         12,000      *
2844 Chucunantah Road
Coconut Grove, Florida 33133

All directors and 
executive officers as a group (3 persons)    2,203,021    20.05%
        
*  Less than one percent


(1)     Includes 63,695 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

     Wm. Lee Popham, the Chairman and President of Admiral, was previously 
also the Chairman, President and controlling stockholder of CCH.  Mr. Popham's 
mother, Jeanne M. Baker, was also a director of CCH.  While CCH did not 
receive any fees or other compensation from Admiral or Haven during the fiscal 
year, CCH did receive a consulting, management and organizational fee in 
connection with the acquisition of Haven by Admiral of $354,286, plus expense 
reimbursements payable in cash during fiscal 1988.  CCH and its affiliates,
including Caesar Creek TSC, Ltd. (CCTSC) were liquidated in December 1989.

     Wm. Lee Popham, together with certain members of his family (including 
David C. Popham and Jeanne M. Baker) and certain affiliates including CCH and 
CCTSC, participated in a transaction which capitalized Admiral in order to 
effect the acquisition of Haven 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.

     Linda E. Baker, a director, officer and stockholder of Admiral was also 
an officer, director and stockholder of CCH prior to its liquidation, as describ
ed above.  She is not related to Jeanne M. Baker.

     In accordance with the approved supervisory acquisition Agreement, Haven 
was contractually obligated to pay Admiral a management fee of $25,000 per 
quarter for financial and operational advice, budgeting, business planning, 
marketing and public relations.  Haven was directed by FHLBB supervisory 
personnel to cease in honoring this approved contractual obligation, beginning 
with the January 1990 payment.

<PAGE>

                           PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
          FORM 8-K


                       ADMIRAL FINANCIAL CORP.


                                INDEX


(a.)1. Admiral Financial Corp.:                      Page


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

     Consolidated Balance Sheets as of June 30,
     1997 and 1996                                      F-2

     Consolidated Statement of Operations for the
     three years ended June 30, 1997                    F-3

     Consolidated Statement of Stockholders'
     (Deficit) Equity for the three years ended
     June 30, 1997                                      F-4

     Consolidated Statement of Cash Flows for the
     three years ended June 30, 1997                    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.

     (9)  Not applicable.

     (10) Admiral hereby incorporates by reference the sections entitled 
          "Appendix A - Agreement and Plan of orgnization, 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.

     (11) Not applicable.

     (12) Not applicable.

     (13) Not applicable.

     (16) Not applicable.

<PAGE>

     (18) Not applicable.

     (21) Admiral's sole subsidiary has been Haven Federal Savings and Loan 
          Association.  The assets and liabilities of Haven were confiscated
          by the federal government on March 2, 1990.

     (22) Not applicable.

     (23) Not applicable.

     (24) Not applicable.

     (27) Financial Data Schedule attached.

     (28) Not applicable.

     (99) Not applicable.



(b.) On June 27, 1997, Admiral filed a reports on Form 8-K with respect to
     the resumption of trading of the Admiral common stock on the OTC
     Bulletin Board, and a copy of the press release relating thereto.


(c.) The exhibits required by Item 601 of Regulation S-K are included in
     (a)(3) above.

<PAGE>
                               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.


                                      ADMIRAL FINANCIAL CORP.




                                      By:/s/ Wm. Lee Popham
                                         Wm. Lee Popham, President
                                         and Chief Executive
Date: September 29, 1997                 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      09/29/97
Wm. Lee Popham                Of Directors, Chief
Chairman and President        Executive Officer, and
Principal Executive Officer   President


/s/ Linda E. Bake             Director, Vice President,  09/29/97  Linda E. 
Baker                         Secretary And Treasurer
Principal Financial Officer



/s/ Charles E. Fancher, Jr.   Director                   09/29/97
Charles E. Fancher, Jr.

<PAGE>

           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.

<PAGE>

                       ADMIRAL FINANCIAL CORP.
                           AND SUBSIDIARY


                     Consolidated Balance Sheets


</TABLE>
<TABLE>
<CAPTION>


               Assets                        June 30, 1997   June 30, 1996
                                             (Unaudited)     (Unaudited)
<S>                                           <C>              <C>
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        $  23,890       $  23,890
Net liabilities of Haven Federal Savings
     and Loan Association (note 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
                                             ==========       =========

</TABLE>

    See accompanying notes to consolidated financial statements.
<PAGE>                      ADMIRAL FINANCIAL CORP.  
                           AND SUBSIDIARY

                Consolidated Statements of Operations
                             (Unaudited)

<TABLE>
<CAPTION)
                                       Years Ended June 30,        
                               1997          1996         1995
<S>                            <C>           <C>          <C>       

REVENUES:


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

EXPENSES:

Employee Compensation                --            --         --
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                 --            --           --        
                               ==========    ==========   ==========

Weighted  average number
of shares outstanding          10,985,046    10,985,046   10,985,046
                               ==========    ==========   ==========
</TABLE>

          See accompanying notes to consolidated financial statements

<PAGE>

                       ADMIRAL FINANCIAL CORP.
                           AND SUBSIDIARY



               Consolidated Statement of Stockholders'
                          (Deficit) Equity


                  For the years ended June 30, 1997

<TABLE>
<CAPTION>

                                Common Stock         Addt'l      Retained
                          Issued and Outstanding     Paid-In     Earnings
                            Shares       Amount      Capital     (Deficit)
<S>                         <C>          <C>         <C>         <C>

Balance at June 30, 1988    10,985,046   $  10,987   $ 680,710   $     -

   Net loss for the year                         -           -    (13,813,316)

Balance at June 30, 1989    10,985,046      10,987     680,710    (13,813,316)

   Confiscation of Subsidiary
   Net Assets and Liabilities                    -           -     13,238,189

   Net loss for the year                         -           -        (79,030)
                            ----------   ---------   ---------     ----------

Balance at June 30, 1990    10,985,046   $  10,987   $ 680,710    $  (654,157)

   Net loss for the year                                              (21,043)
                                                                                
                       
Balance at June 30, 1991    10,985,046   $  10,987   $ 680,710    $  (675,200)

   Net loss for the year                                              (20,194)
                            ----------   ---------   ---------     ----------
                                                                                
Balance at June 30, 1992    10,985,046   $  10,987   $ 680,710    $  (695,394)

    Net loss for the year                                             (20,193)
                            ----------   ---------   ---------     ----------
                                                                                
Balance at June 30, 1993
 1994, 1995, 1996 and 1997  10,985,046   $  10,987   $ 680,710   $   (715,587)
                            ==========   =========   =========    ===========
</TABLE>

    See accompanying notes to consolidated financial statements.

<PAGE>

               ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY


                Consolidated Statements of Cash Flows
                             (Unaudited)

<TABLE>
<CAPTION>
                                               Year Ended June 30
                                           1997         1996        1995
<S>                                        <C>          <C>         <C>

Cash flows from operating activities:

Net loss                                   $    0       $   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 
Decrease in prepaid expenses and other
  assets                                            
Decrease (increase) in net assets of
  Haven Federal                                                 
(Decrease) in accrued expenses and
  other liabilities                                     
(Decrease) Increase in net liabilities
  of Haven Federal                                                 
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
                                          =======      ======       ======
</TABLE>


     See accompanying notes to consolidated financial statements

<PAGE>

                      ADMIRAL FINANCIAL CORP.
                           AND SUBSIDIARY


             Notes to Consolidated Financial Statements


(1)  Organization and Regulatory Matters

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

On June 16, 1988, Admiral acquired Haven Federal Savings and Loan Association 
("Haven").  Admiral was a newly formed savings and loan holding company that 
was capitalized through the contribution of various parcels of real estate, 
investment securities and a tax sale certificate business ("Contributed 
Property") recorded at its net predecessor cost of $596,812, net of 
transaction costs.  The association was acquired by Admiral through the 
exchange of common stock which was accounted for under the purchase method 
of accounting and, accordingly, the assets and liabilities were adjusted to 
their estimated fair market values as of the date of acquisition.

In connection with the acquisition, the Federal Home Loan Bank Board 
("FHLBB"), which was abolished by the Financial Institutions Reform, Recovery 
and Enforcement Act of 1989 and was succeeded by the Office of Thrift 
Supervision ("OTS") of the Treasury Department, issued a resolution (the 
"Agreement") on April 26, 1988, requiring that Admiral must comply with 
certain conditions.  Those conditions included a Regulatory Capital 
Maintenance/Dividend Agreement the "Capital Agreement") dated June 15, 1988, 
by and between the Federal Savings and Loan Insurance Corporation "FSLIC" and 
Admiral:

     (a.)No dividends will be paid by the Association until all of the real 
estate included in the Contributed Property is liquidated and the cash 
proceeds recorded on the Association's books.  Any dividends that are a result 
of income from the sale of real estate are restricted to the sales price less 
the regulatory appraised value minus any carrying costs paid by the 
Association.  In addition, unless prior approval has been obtained from the 
FHLBB, dividends paid by the Association shall be limited to 50% of its income 
for that fiscal year as reflected in its quarterly reports to the FHLBB, 
except for the fiscal year of acquisition when dividends paid by the 
Association shall be limited to 50% of its net income earned after the 
effective date of the acquisition, provided that any dividends permitted under 
this limitation may be deferred and paid in a subsequent year, and the payment 
of dividends would not reduce the regulatory capital of the Association below 
the required level.


     (b.)If the Association fails to meet its regulatory capital requirements, 
then Admiral must infuse sufficient equity capital, in a form satisfactory to 
the FHLBB, into the Association during the subsequent quarter.  Admiral was 
permitted to cure any default within 90 days.

Failure to do so will allow the FSLIC to exercise its legal or equitable 
rights under the Capital Agreement to enforce the terms of the Capital 
Agreement.  Admiral was deemed by the FHLBB on July 17, 1989, to have 
defaulted on its obligation to infuse capital under the Capital Agreement and 
was given until October 18, 1989, to cure such

<PAGE>

defaults.  Failure to cure such default by that date would permit the FSLIC 
(or its successor) to seek its legal or equitable remedy as set forth in the 
Capital Agreement, which included specific performance or administrative or 
judicial enforcement proceedings.

     (c.)Admiral shall cause the Association to liquidate all of the real 
estate contributed as regulatory capital within two years after consummation 
of the transaction according to the following schedule: at least 37.5% of the 
market value of the properties as determined by the FHLBB District Appraiser 
by the end of the third quarter after consummation and thereafter at least 
12.5% each subsequent quarter.  The Association shall not provide financing to 
facilitate the liquidation of the real estate contributed as regulatory 
capital without the prior written approval of the Association's Supervisory 
Agent.  If Admiral does not meet this real estate liquidation schedule, 
the FSLIC shall have the right to vote the Association's stock, remove 
the Association's Board of Directors and/or dispose of any or all of the 
common stock of the Association owned by Admiral.  The Association applied for 
relief from the requirements of the Resolution and Capital Agreement which 
mandate the sale of real estate in accordance with the schedule above, but was 
never given the opportunity for a hearing, or the benefit of a response.


For regulatory purposes, the Association was required to comply with minimum 
regulatory capital requirements.  During the year ended June 30, 1989, the 
Association incurred substantial operating losses and sold certain parcels of 
Contributed Property at amounts which approximated predecessor cost, 
rather than at the substantially higher regulatory appraised values.  These 
factors contributed to the Association's failure to meet its minimum 
regulatory capital requirement on June 30, 1989.  At June 30, 1989, such 
minimum regulatory capital requirement amounted to approximately $6,642,000.  
When an association fails to meet its regulatory capital requirement, the 
FHLBB and the FSLIC (and their successors) may take such actions as they deem 
appropriate to protect the Association; its depositors; the FSLIC; and its 
successor, Savings Association Insurance 'Fund ("SAIF").

The FHLBB, in a supervisory letter dated March 31, 1989, designated the 
Association as a "troubled institution" subject to the requirements of the 
Office of Regulatory Activities Regulatory Bulletin 3a ("RB3a").  A troubled 
institution under RB3a is subject to various growth restrictions concerning 
deposit accounts and lending activities.

Admiral did not have the ability to infuse sufficient equity capital into the 
Association in accordance with the Agreement and Capital Agreement.  Due to 
the inability to continue operations without a significant capital infusion or 
other source of recapitalization, the value of the Association's excess cost 
over net assets acquired was considered permanently impaired and, accordingly, 
was written off at June 30, 1989.

On August 9, 1989, the Financial Institutions Reform, Recovery and Enforcement 
Act of 1989 ("FIRREA") was signed into law.  FIRREA imposed, by no later than 
December 7, 1989, more stringent capital requirements upon savings 
institutions than those currently in effect. In addition, FIRREA included 
provisions for changes in the Federal regulatory structure for institutions 
including a new deposit insurance system, increased deposit insurance premiums 
and restricted investment activities with respect to non-investment grade 
corporate debt and certain other investments.  FIRREA also increases the 
required ratio of housing-related assets in order to qualify as an insured 
institution.

FIRREA's provisions for new capital standards required institution

<PAGE>

to have a minimum regulatory tangible capital equal to 1.5% of total assets 
and a minimum 3.0% leverage capital ratio by no later than December 7, 1989.  
The ability to include qualifying supervisory goodwill for purposes of the 
leverage capital ratio requirement will be phased out by January 1, 1995.  In 
addition, institutions were required to meet a risk-based capital 
requirement.  In all cases, the  capital standards were also required to be no 
less stringent than standards applicable to national banks.  Currently, 
national banks are required to maintain a primary capital-to-assets ratio of 
5.5% and a total capital-to-assets ratio of 6.0%.

The Association did not meet these new capital requirements imposed by FIRREA.

The Association sought regulatory relief from sanctions imposed by FIRREA for 
failing to meet the minimum regulatory capital requirements, and applied for 
financial assistance to the FDIC.  There was no response or hearing prior to 
the seizure of Haven.

The net assets of Haven were seized by the federal government on March 2, 
1990. 

(2)  Summary of Significant Accounting Policies

    (a)  Basis of Presentation

The accompanying balance sheets as of June 30, 1997 and 1996, include 
references to the accounts of Admiral and the net assets and net liabilities 
of its wholly-owned subsidiary, Haven Federal Savings and Loan Association.  
Due to Haven's status as a discontinued operation, as discussed in note 1, the 
Association's net assets, net liabilities, and net losses from    operations 
have been presented in the aggregate.  The consolidated statements of 
operations, stockholders' (deficit) equity and cash flows for the years prior 
to 1990 included the accounts of Admiral and the 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

<PAGE>

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)  Purchase Accounting

At June 30, 1989, the remaining unamortized excess cost over net assets 
acquired of $7,768,074 was written off and charged to operations (see note 1).

(4)  Income Taxes

At June 30, 1997 and 1996, the Company has estimated net operating loss 
carryforwards of approximately $10,447,000 and $10,447,000, respectively, for 
Federal income tax purposes, and $10,095,000 and $10,095,000, respectively, 
for state income tax purposes to offset future taxable income.

These carryforwards were scheduled to expire in future years as follows:
<TABLE>
<CAPTION>

                         Year ending
                         June 30,         Federal             State
<S>                      <C>              <C>                 <C>

                         1990             $  2,348,000        $ 2,304,000
                         1991                2,984,000          2,941,000
                         1992                5,360,000          5,230,000
                         2001                1,549,000          1,537,000
                         2002                1,288,000          1,288,000
                         2004                7,468,000          7,128,000
                                           -----------        -----------
Net operating loss 
carryforwards, June 30, 1989:              20,997,000          20,428,000
Less: 1990 Expirations                     (2,348,000)         (2,304,000)
                         2005                  79,000              79,000
                                          -----------         -----------
Net operating loss 
carryforwards, June 30, 1990:              18,728,000          18,203,000
Less: 1991 Expirations                     (2,984,000)         (2,941,000)
                         2006                  21,000              21,000
                                          -----------         -----------
Net operating loss
carryforwards, June 30, 1991               15,765,000          15,283,000
Less: 1992 Expirations                     (5,360,000)         (5,230,000)
                         2007                  21,000              21,000
                                          -----------         -----------
Net operating loss
carryforwards, June 30, 1992              $10,426,000         $10,074,000
                         2008                  21,000              21,000
                                          -----------         -----------
Net operating loss
carryforwards, June 30, 1993, 1994
1995, 1996 and 1997                       $10,447,000         $10,095,000
                                          ===========         ===========

</TABLE>

The Company has not filed its federal or Florida income tax returns for the 
fiscal years ended June 30, 1995, 1994, 1993, 1992, 1991 and 1990.  While the 
confiscation of the assets and liabilities of Haven may have resulted in a 
taxable event, management believes that any taxable income resulting from such 
confiscation of assets and liabilities should not exceed the available net 
operating loss carryforwards. 

The net operating loss carryforwards expiring through 2002 were generated by 
the Association prior to its acquisition by Admiral Financial Corp. and have 
been carried over at their original amounts for income tax purposes.  For 
financial statement purposes, these purchased loss carryforwards will not be 
used to offset the future tax expense of Admiral.  They will be accounted for 
as an adjustment to equity if and when a tax benefit is realized.  At June 30, 
1996 and 1995, such purchased loss carryforwards remaining amounted to 
approximately $2,837,000 and $2,837,000, respectively.

(5)  Disposal of the Association Assets and Liabilities

The net assets and net liabilities of Haven were confiscated by the federal 
government on March 2, 1990. 

(6)  Commitments and Contingencies

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.   In this action, Admiral seeks (1) a declaration 
that the government's actions constitute a repudiation and material breach of 
their contractual obligations to Admiral and, thereby, effect a taking of 
Admiral's property without just compensation and a deprivation of Admiral's 
property without due process of law, in violation of the Fifth

<PAGE>

Amendment, and (2) compensatory damages for the United States' breach of 
contract, or (3) rescission of the contract and restitutionary relief, or (4) 
compensation for the taking of Admiral's property, or (5) damages for the 
deprivation of Plaintiffs' property without due process of law."

This action was stayed by order of the Court dated September 3, 1993, pending 
the en banc decision on rehearing of the Court of Appeal for the Federal 
Circuit in Winstar Corp., et al. v. United States, a pending action which 
Admiral management believes to contain a similar fact pattern.

On August 30, 1995, the United States Court of Appeals for the Federal 
Circuit, in an en banc decision, affirmed the summary judgment decisions by 
the Court of Federal Claims on the liability portion of the breach of contract 
claims against the United States in Winstar, and in two other similar cases 
(Statesman and Glendale) which had been consolidated for purposes of the 
appeal. In its Winstar decisions, the Court of Federal Claims found that an 
implied-in-fact contract existed between the government and Winstar, and that 
the government breached this contract when Congress enacted FIRREA.  In 
Statesman and Glendale, that Court found that the Plaintiffs had express 
contracts with the government which were breached by the enactment of FIRREA.

The federal government appealed the Winstar decisions to the United States 
Supreme Court.  On November 14, 1995, Admiral's action (and all other similar 
actions) was stayed by order of the Court, pending the outcome of that appeal.

On July 1, 1996, the United States Supreme Court concluded in Winstar that the 
United States is liable for damages for breach of contract, affirmed the 
summary judgment decisions in Winstar, and remanded the cases to the Court of 
Federal Claims for further hearings on the calculation of damages.  The 
majority of the Court found "no reason to question the Federal Circuit's 
conclusion that the Government had express contractual obligations to permit 
respondents to use goodwill and capital credits in computing their regulatory 
capital reserves.   When the law as to capital requirements changed, the 
Government was unable to perform its promises and became liable for breach 
under ordinary contract principles."

Subsequent to the United States Supreme Court decision in Winstar, the stay on 
Admiral's litigation proceedings has been lifted.  While the Supreme Court's 
ruling in U.S. v. Winstar Corp., et al., serves to support Admiral's legal 
claims in its pending lawsuit against the federal government, it is not 
possible at this time to predict what effect the Supreme Court's ruling, and 
the subsequent rulings of a lower court concerning damages, will have on the 
outcome of Admiral's lawsuit.  Notwithstanding the Supreme Court's ruling, 
there can be no assurance that Admiral will be able to recover any funds 
arising out of its claim and, if any recovery is made, the amount of such 
recovery.

     Admiral is not a party to any other legal proceedings.