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, 2001

                                    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.)
      7101 Southwest 67 Avenue
        South Miami, Florida                          33143
      ------------------------                       -------
(Address of principal executive office)            (Zip Code)

Registrant's telephone number, including area code:  305-669-6117
                                                     ------------

	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 24, 2001 (based on the
last closing sale price as reported on the OTC Bulletin Board on
such date) was $10,985.

Number of shares of common stock outstanding as of September 24, 2001,
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.

    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 has been
a plaintiff in a Winstar-type action against the United States
government in the United States Court of Federal Claims since 1993,
wherein the Company seeks damages for the government's breach of a
contract involving the Supervisory Goodwill and Regulatory Capital
granted in connection with Admiral's previous acquisition of an
insolvent savings and loan association in 1988.

    This discussion may contain statements regarding future
financial performance and results.  The realization of outcomes
consistent with these forward-looking statements is subject to
numerous risks and uncertainties to the Company including, but not
limited to, the availability of equity capital and financing
sources, the availability of attractive acquisition opportunities
once such new equity capital and financing is secured (if at all),
the successful integration and profitable management of acquired
businesses, improvement of operating efficiencies, the availability
of working capital and financing for future acquisitions, the
Company's ability to grow internally through expansion of services
and customer bases without significant increases in overhead,
seasonality, cyclicality, and other risk factors.

    Admiral is presently conducting virtually no business
operation, other than its efforts to effect a merger, exchange of
capital stock, asset acquisition, recapitalization, or other similar
business combination (a "Recapitalization") with an operating or
development stage business which Admiral considers to have
significant growth potential.  Admiral has neither engaged in any
operations nor generated any revenue since the confiscation of the
Company's entire asset base by the United States government in 1990
(See Admiral's Winstar-type breach of contract litigation regarding
Admiral's former supervisory goodwill position, discussed below). It
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, 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.

    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



<PAGE>                              1



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.

    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



<PAGE>                              2



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.

    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



<PAGE>                              3



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.

    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



<PAGE>                              4



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.

    At all times prior to the enactment of FIRREA, Haven had 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 after hearings were
conducted regarding various applications requesting administrative
relief that were filed by Haven could be conducted.  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 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.



<PAGE>                              5


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


ITEM 2.	PROPERTIES.

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




ITEM 3.	LEGAL PROCEEDINGS.

    On August 5, 1993, Admiral filed a Complaint against the
United States of America in the United States Court of Federal
Claims, arising in part out of contractual promises made to Admiral
by the United States' Government, acting through the Federal Home
Loan Bank Board ("FHLBB") and the Federal Savings and Loan
Insurance Corporation ("FSLIC") pursuant to their statutory
supervisory authority over federally insured savings and loan
institutions and savings banks (hereinafter referred to a "thrifts"
or "thrift institutions"), and in part out of takings of property
by the FHLBB and FSLIC in the course of exercising that authority.
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
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



<PAGE>                              6



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 was lifted by
the United States Court of Federal Claims, and Admiral filed its
own Motion for Summary Judgment on April 29, 1997.  The United
States has opposed the motion, and alleged that there exist genuine
issues of material fact and that further discovery is necessary
regarding contract formation and the Government's authority to
enter into the contract with Admiral.  The Court is currently
allowing pre-trial discovery proceedings to be conducted.

    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>                              7



                                PART II
                                -------

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

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

    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's 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
                                      ----      ----    ----     ----
2000:
     First Quarter                     3/8     1/8       1/4       N/A
     Second Quarter                    3/8     N/A      5/32       0.01
     Third Quarter                     0.01  0.001      0.01      0.001
     Fourth Quarter                    0.01  0.001     0.001      0.001

2001:
     First Quarter                     0.01  0.001     0.001        N/A
     Second Quarter                    0.01  0.001     0.001        N/A
     Third Quarter                     0.01  0.001     0.001        N/A
     Fourth Quarter                    0.01  0.001     0.001        N/A



    As of June 30, 2001, there were 497 stockholders of record.

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



<PAGE>                              8



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, 2001.  In addition, selected financial data on the
financial position of Admiral is shown as of June 30, 2001, 2000,
1999, 1998, and 1997. Such information is qualified in its entirety
by the more detailed information set forth in the financial
statements and the notes thereto included elsewhere herein.

                                         Year ended June 30,
                                 ------------------------------------
                                 2001    2000    1999    1998    1997
                                 ----    ----    ----    ----    ----
                             (Dollars in thousands except per share data)

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       0
Extraordinary item                  -       -       -       -       -
Cumulative effect of change in
     accounting principle           -       -       -       -       -

          Net earnings (loss)  $    0       0       0       0       0
                               ======   =====  ======  ======  ======
Earnings (loss) per share      $ 0.00    0.00    0.00    0.00    0.00



                                              Year ended June 30,
                                     ------------------------------------
                                     2001    2000    1999    1998    1997
                                     ----    ----    ----    ----    ----
                                (Dollars in thousands except per share data)

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



<PAGE>                              9



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.


Comparison of Years Ended June 30, 2001 and 2000
------------------------------------------------

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


Comparison of Years Ended June 30, 2000 and 1999
------------------------------------------------

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


Liquidity and Capital Resources
-------------------------------

    Admiral is currently inactive, and awaiting the ultimate
outcome and results of the Company's Winstar-type litigation
against the United States government for breach of contract.  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.



<PAGE>                              10



                                 PART III
                                 --------

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The following table sets forth, as of June 30, 2001, certain
information with respect to the directors and executive officers
continuing in office until their successors have been elected and
qualified.
                                                                Officer
                                                                And/or
                                                               Director
Name                        Age         Position                Since
----                        ---         --------               -------

Wm. Lee Popham               50         Chairman of the Board,    1987
Chief Executive Officer
and President

Linda E. Baker               62         Director, Vice President, 1987
                                        Secretary, and Treasurer

Charles E. Fancher, Jr.      51         Director                  1988


    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 the Sr. Vice President - Finance of Daniel
Electrical Contractors, Inc., Miami, Florida, (a wholly-owned
electrical contractor subsidiary of Integrated Electrical Services,
Inc., Houston, Texas, NYSE-IEE) since January 1999, and a Senior
Sales Associate with Arvida 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.(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.

    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.

    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 also has served as Sr. Vice
President - Operations Administration of Daniel Electrical
Contractors, Inc., Miami, Florida, (a wholly-owned electrical
contractor subsidiary of Integrated Electrical Services, Inc.,



<PAGE>                              11



Houston, Texas, NYSE-IEE) since January 1999.  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.


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, 2000.

                                       Annual Compensation Awards
       Name and                        --------------------------
   Principal Position              Year       Salary       Bonus    Other
   ------------------              ----       ------       -----    -----
   Wm. Lee Popham                  2001       $ ---         ---      ---
   Chairman and President          2000         ---         ---      ---
   Chief Executive Officer         1999         ---         ---      ---


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 non-
contributory 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



<PAGE>                              12



deemed to be responsible for the future growth of Admiral.  Under
the Program, Admiral has reserved 1,100,000 shares of authorized
but unissued Common Stock for the future issuance of option grants.
 Options granted under the Program can be in the form of incentive
options, compensatory options, stock appreciation rights,
performance shares, or any combination thereof.

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


Employee Stock Purchase Plan
----------------------------

    The Board of Directors and shareholders of Admiral approved
the 1988 Employee Stock Purchase Program on December 19, 1988,
enabling the directors, officers and employees of Admiral and its
affiliates to acquire a proprietary interest in Admiral's Common
Stock through a payroll deduction program.  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 has made no loans to its directors, officers or
employees.


Compensation of Directors
-------------------------

    While each Director is entitled to receive $500 plus
reasonable out-of-pocket expenses for attending each meeting, each
Director volunteered to suspend the receipt of all director fees
due to Admiral's current financial condition, beginning with the
meeting held during the third fiscal quarter of the fiscal year
ended June 30, 1989.  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, 2001
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.




<PAGE>                              13

                                            Amount and    Percent
                                            Nature of       of
    Name and Address of                     Beneficial    Common
      Beneficial Owner                      Ownership      Stock
    -------------------                     ---------     -------

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

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

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

All directors and
  executive officers as a
  group (3 persons)                          2,085,804     18.99%

-------------------------------
*  Less than one percent

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

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


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    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 described above.  She is not related to Jeanne M.
Baker.



<PAGE>                              14



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.


                                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, 2001 and 2000        F-2

     Consolidated Statement of Operations for the three years
     ended June 30, 2001                                             F-3

     Consolidated Statement of Stockholders' (Deficit) Equity
     for the three years ended June 30, 2001                         F-4


     Consolidated Statement of Cash Flows for the three years
     ended June 30, 2001                                             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
       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.

(11)   Not applicable.



<PAGE>                              15



(12)   Not applicable.

(13)   Not applicable.

(16)   Not applicable.

(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.)   Admiral filed no reports on Form 8-K during the fiscal year
       ended June 30, 2001.

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



<PAGE>                              16



                               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, hereunto
duly authorized.

                                           ADMIRAL FINANCIAL CORP.


                                           By:/s/ Wm. Lee Popham
                                              -----------------------------
                                              Wm. Lee Popham, President and
Date: September 24, 2001                      Chief Executive 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      September 24, 2001
---------------------------      Of Directors, Chief
Wm. Lee Popham                   Executive Officer, and
Chairman and President           President
Principal Executive Officer



/s/ Linda E. Baker               Director, Vice President,  September 24, 2001
---------------------------      Secretary And Treasurer
Linda E. Baker
Principal Financial Officer



/s/ Charles E. Fancher, Jr.      Director                   September 24, 2001
---------------------------
Charles E. Fancher, Jr.



<PAGE>                              17



             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>                              F-1



                          ADMIRAL FINANCIAL CORP.
                             AND SUBSIDIARY

                         Consolidated Balance Sheets

<TABLE>
<CAPTION>

           Assets                         June 30, 2001         June 30, 2000
           ------                         -------------         -------------
                                           (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>                              F-2



                          ADMIRAL FINANCIAL CORP.
                              AND SUBSIDIARY

                 Consolidated Statements of Operations
                              (Unaudited)

<TABLE>
<CAPTION>
                                                 Years Ended June 30,
                                            ----------------------------
                                                2001            2000              1999
                                              -------          -------           -------
<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>                              F-3


                         ADMIRAL FINANCIAL CORP.
                             AND SUBSIDIARY


                  Consolidated Statement of Stockholders
                            (Deficit) Equity

                     For the years ended June 30, 2001

<TABLE>
<CAPTION>
                                            Common Stock                Additional         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, 1997 , 1998,
 1999, 2000, and 2001                10,985,046     $  10,987           $ 680,710         $  (715,587)
                                     ==========     =========           =========         ===========

</TABLE>


	See accompanying notes to consolidated financial statements.



<PAGE>                              F-4



                   ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                    Consolidated Statements of Cash Flows
                                (Unaudited)


<TABLE>
<CAPTION>
                                                  Year Ended June 30
                                        -----------------------------------
                                              2001      2000      1999
                                             ------    ------    ------
<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>                              F-5



                          ADMIRAL FINANCIAL CORP.
                               AND SUBSIDIARY

                Notes to Consolidated Financial Statements


(1) Organization and Regulatory Matters
    -----------------------------------

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

    The net assets of Admiral 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, 2001 and 2000,
     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.  All significant
     intercompany transactions have been eliminated in consolidation.

     (b) Office Properties and Equipment
         -------------------------------

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

     (c) Income Taxes
         ------------

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

     (d) Real Estate
         -----------

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

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

     (e) Excess Cost Over Net Assets Acquired and Other Intangibles
         ----------------------------------------------------------

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



<PAGE>                              F-6



     (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, 2001 and 2000, 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,
   1997, 1998, 1999, 2000 and 2001     $ 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, 2001, 2000, 1999,
     1998, 1997, 1996, 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.



<PAGE>                              F-7



     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, 2001 and 2000, 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 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 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 Ano 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.  Admiral filed its own Motion for Summary Judgment on
     April 29, 1997.  The United States has opposed the motion, and
     alleged that there exist genuine issues of material fact and
     that further discovery is necessary regarding contract
     formation and the Government's authority to enter into the
     contract with Admiral.  The Court is currently allowing pre-
     trial discovery proceedings to be conducted.

     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.



<PAGE>                              F-8