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, 2005

                          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 26, 2004 (based on the last
closing sale price as reported on the OTC Bulletin Board on such
date) was NO BID.

    Number of shares of common stock outstanding as of September 26,
2005, 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




                           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 an unsuccessful Winstar-type
action against the United States government in the United States
Court of Federal Claims since 1993.



<PAGE>


    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 currently receives no cash
flow. Admiral anticipates no capital infusions prior to
effectuating a Recapitalization. Until such time as Admiral
effectuates a Recapitalization, with the exception of certain
other professional fees and costs for such a transaction, Admiral
currently expects that it will incur minimal future operating
costs.

    No officer or director of Admiral is paid any type of
compensation by Admiral and presently, there are no arrangements
or anticipated arrangements to pay any type of compensation to
any officer or director in the near future. Admiral expects that
it will meet its cash requirements until such time as a
Recapitalization occurs. However, in the event Admiral depletes
its present cash reserves, or in the event that Admiral
management ceases to perform it's duties on a non-compensatory
basis, Admiral may cease operations and a Recapitalization may
not occur. There are no agreements or understandings of any kind
with respect to any loans from officers or directors of Admiral
on the Company's behalf.



ITEM 2.   PROPERTIES.

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


ITEM 3.   LEGAL PROCEEDINGS.

    On August 5, 1993, Admiral filed a Complaint against the United
States of America in the United States Court of Federal Claims,
arising in part out of contractual promises made to Admiral by
the United States' Government, acting through the Federal Home
Loan Bank Board ("FHLBB") and the Federal Savings and Loan
Insurance Corporation ("FSLIC") pursuant to their statutory
supervisory authority over federally insured savings and loan
institutions and savings banks (hereinafter referred to a
"thrifts" or "thrift institutions"), and in part out of takings
of property by the FHLBB and FSLIC in the course of exercising
that authority.  On October 16, 2002, the Court granted the
Admiral Motion for Summary Judgment in part, by finding that the
United States Government liable for damages for breach of
contract, pending the taking of testimony regarding a possible
prior material breach by Admiral.  A trial was conducted during
December 2002, and testimony was taken regarding the value of the
assets originally contributed by Admiral, and the Government's
arguments regarding Admiral's prior material breach were heard by
the Court.  On August 1, 2003, the Court held in favor of the
United States Government, stating that Admiral had committed a
prior material breach when the Company did not meet the minimum
capital requirement at March 31, 1989, despite the fact that
FIRREA was enacted (on August 9, 1989) prior to the end of
Admiral's "cure period" (October 16, 1989), thereby making such a
cure impossible to perform.  Admiral appealed, and the finding of
the Court of Federal Claims was affirmed in August 2004. Admiral
will not pursue this litigation any further.

    Admiral is not a party to any other legal proceedings.


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

    Not Applicable.


                                  3
<PAGE>


                             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.

<TABLE>
<CAPTION>

                                        Ask             Bid
                                    ----------      -----------
                                    High   Low      High    Low
                                    ----   ---      ----    ---
   <S>   <C>                        <C>   <C>      <C>      <C>
   2004:
         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    0.0001   N/A
         Fourth Quarter             0.01  0.001    0.0001   N/A

   2005:
         First Quarter              0.01  0.001    0.0001   N/A
         Second Quarter             0.01  0.001    0.0001   N/A
         Third Quarter              0.01  0.001    0.0001   N/A
         Fourth Quarter             0.01  0.001    0.0001   N/A
</TABLE>


    As of June 30, 2005, there were 497 stockholders of record.

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



ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA.

    Admiral was formed in 1987 for the purpose of effecting a
Contributed Property Exchange Offer and Merger and had no prior
operating history.  Admiral's acquisition occurred as of June 30,
1988. The following table sets forth selected consolidated
financial data for Admiral for the five years ended June 30, 2004.


                                  4
<PAGE>


In addition, selected financial data on the financial
position of Admiral is shown as of June 30, 2005, 2004, 2003,
2002, and 2001. 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.

<TABLE>
<CAPTION>
                                               Year ended June 30,
                                     -------------------------------------
                                     2005    2004     2003    2002    2001
                                     ----    ----     ----    ----    ----
                                 (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       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
</TABLE>

<TABLE>
<CAPTION>
                                                    Year ended June 30,
                                           -----------------------------------
                                           2005   2004   2003   2002   2001
                                           ----   ----   ----   ----   ----
                                      (Dollars in thousands except per share data)

<S>                                      <C>      <C>    <C>    <C>    <C>
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

</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 has had no operations since 1990.
Admiral has been inactive since 1990.



Comparison of Years Ended June 30, 2005 and 2004
------------------------------------------------

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

                                  5
<PAGE>



Comparison of Years Ended June 30, 2004 and 2003
------------------------------------------------

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



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

    Admiral is currently inactive.  There is no corporate liquidity,
no available capital resources, and no immediately foreseeable
prospects for the future improvement of Admiral's financial
picture.

    Admiral management intends to seek a new line of business, as yet
unidentified.  In connection therewith, Admiral's management
believes that a restructuring of Admiral may be necessary in
order to raise capital for new operations, and any such
restructuring may have a substantial dilutive effect upon
Admiral's existing shareholders.  Admiral has no 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, 2004, certain
information with respect to the directors and executive officers
continuing in office until their successors have been elected and
qualified.

<TABLE>
<CAPTION>

                                                         Officer
                                                          And/or
                                                         Director
Name                Age     Position                      Since
----                ---     --------                      -----
<S>                 <C>     <C>                           <C>
Wm. Lee Popham      54      Chairman of the Board,        1987
                            Chief Executive Officer,
                            President and Chief
                            Financial Officer
</TABLE>

    Certain background information for the director is set forth below.


                                  6
<PAGE>


    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 IES Daniel
Electrical Contractors, Inc., Miami, Florida, (a wholly-owned
electrical contractor subsidiary of Integrated Electrical
Services, Inc., Houston, Texas, NYSE-IES) since January 1999, and
a Senior Sales Associate with Jeanne Baker Realty, Inc., Miami,
Florida, since 2002.  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.



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, 2005.

<TABLE>
<CAPTION>

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

Wm. Lee Popham             2005   $  ---    ---     ---
Chairman and President     2004      ---    ---     ---
Chief Executive Officer    2003      ---    ---     ---
</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 approxi
mately 20% of Admiral's consolidated pre-tax profits in the form
of cash bonuses awarded by the Compensation Committee of the
Board of Directors, based on management's recommendations and
evaluations of performance.  No bonuses have been paid during the
periods covered by this Report on Form 10K.

Retirement Plan

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

    In prior years, 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.  No payments
have been required to be paid during the periods covered by this
Report on Form 10K.


Stock Compensation Program

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



                                  7
<PAGE>


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


Employee Stock Purchase Plan

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


Employment Agreements

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


Indebtedness of Management

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

Compensation of Directors

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


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT

    The following table sets forth information regarding the
beneficial ownership of Admiral's Common Stock as of June 30,
2005 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>
<CAPTION>

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

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

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

</TABLE>



                                  8
<PAGE>


(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, 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.


                              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, 2005 and 2004       F-2

      Consolidated Statement of Operations for the three years
         ended June 30, 2005                                         F-3

      Consolidated Statement of Stockholders' (Deficit) Equity
         for the three years ended June 30, 2005                     F-4

      Consolidated Statement of Cash Flows for the three years
         ended June 30, 2005                                         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.


                                  9
<PAGE>



    (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.

    (12) Not applicable.

    (13) Not applicable.

    (16) Not applicable.

    (18) Not applicable.

    (21) Not applicable.

    (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, 2005.

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


                                  10
<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,
hereunto duly authorized.

                                      ADMIRAL FINANCIAL CORP.


                                      By /s/ Wm. Lee Popham
                                         --------------------------
                                         Wm. Lee Popham, President,
Date: September 28, 2005                 Chief Executive Officer
                                         And Chief Financial Officer



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


    Signature                     Title                     Date
    ---------                     -----                     ----

/s/ Wm. Lee Popham            Chairman of the Board     September 28, 2005
-------------------------     of Directors, Chief
Wm. Lee Popham                Executive Officer,
Chairman and President        President, and
Principal Executive Officer   Chief Financial Officer
Principal Financial Officer







                                  11
<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.


                                  F-1
<PAGE>

<TABLE>
<CAPTION>

                        ADMIRAL FINANCIAL CORP.
                            AND SUBSIDIARY

                      Consolidated Balance Sheets
                          (Amounts in DOLLARS)


            Assets                                    June 30, 2005     June 30, 2004
            ------                                    -------------     -------------
                                                       (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.


                                  F-2
<PAGE>


<TABLE>
<CAPTION>

                        ADMIRAL FINANCIAL CORP.
                           AND SUBSIDIARY

               Consolidated Statements of Operations
                             (Unaudited)


                                                              Years Ended June 30,
                                                   ---------------------------------------
                                                    2005          2004           2003
                                                   ------        ------         ------
<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

                                  F-3
<PAGE>



<TABLE>
<CAPTION
                        ADMIRAL FINANCIAL CORP.
                            AND SUBSIDIARY


                 Consolidated Statement of Stockholders'
                            (Deficit) Equity

                    For the years ended June 30, 2005



                                     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, 2001, 2002,
    2003, 2004, and 2005          10,985,046   $  10,987   $ 680,710    $   (715,587)
                                  ==========   =========   =========    ============
</TABLE>



         See accompanying notes to consolidated financial statements.

                                  F-4
<PAGE>



<TABLE>
<CAPTION>
              ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

              Consolidated Statements of Cash Flows
                           (Unaudited)


                                                                 Year Ended June 30
                                                          ------------------------------
                                                           2005          2004         2003
                                                         -------       -------      -------
<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


                                  F-5
<PAGE>



                     ADMIRAL FINANCIAL CORP.
                        AND SUBSIDIARY

         Notes to Consolidated Financial Statements

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

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



(2) Summary of Significant Accounting Policies
    ------------------------------------------

    (a)  Basis of Presentation
         ---------------------

    The accompanying balance sheets as of June 30, 2005 and 2004,
    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).


    (g)  Cash and Cash Equivalents

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


                                  F-6
<PAGE>



(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, 2005 and 2004, 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, 2001,
     2002, 2003                               $ 10,447,000       $ 10,095,000
     Less: Expirations through 2004             10,305,000          9,953,000
                                               -----------        -----------
Net operating loss carryforwards,
     June 30, 2004 and 2005                   $    142,000       $    142,000
                                               ===========        ===========
</TABLE>

The Company has not filed its federal or Florida income tax
returns for the fiscal years ended June 30, 2005, 2004, 2003,
2002, 2001, 2000, 1999, 1998, 1997, 1996, 1995, 1994, 1993, 1992,
1991 and 1990.

The net operating loss carryforwards expiring through 1988 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, 2004 and 2003, such purchased loss
carryforwards remaining amounted to approximately $0 and $0,
respectively.


                                  F-7
<PAGE>



(5) 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.

    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."

    Admiral's Motion for Summary Judgment, together with several
    other motions, claims and counter-claims filed by all the Parties
    to the litigation, were argued in two hearings at the United
    States Court of Claims on December 18, 2001, and on January 10,
    2002.

    On October 16, 2002, the Court granted the Admiral Motion for
    Summary Judgment in part, by finding that the United States
    Government liable for damages for breach of contract, pending the
    taking of testimony regarding a possible prior material breach by
    Admiral.  A trial was conducted during December, 2002, and
    testimony was taken regarding the value of the assets originally
    contributed by Admiral, and the Government's arguments regarding
    Admiral's prior material breach were heard by the Court.  On
    August 1, 2003, the Court held in favor of the United States
    Government, stating that Admiral had committed a prior material
    breach when the Company did not meet the minimum capital
    requirement at March 31, 1989, despite the fact that FIRREA was
    enacted (on August 9, 1989) prior to the end of Admiral's "cure
    period" (October 16, 1989), thereby making such a cure impossible
    to perform.

    Admiral filed a Notice of Appeal in September, 2003, and the
    decision of the lower court was affirmed in August 2004.  There
    will be no further appeal, and there will be no recovery by
    Admiral.

    Admiral is not a party to any other legal proceedings.


                                  F-8
<PAGE>