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, 2003
                                       -------------

                                   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, 2003 (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, 2003, 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, 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.

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

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

     As   a   result  of  the  enactment  of  The  Financial
Institution  Reform, Recovery and Enforcement  Act  of  1989
("FIRREA"),   the  United  States  government  retroactively


                              1

<PAGE>


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
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


                              2

<PAGE>


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 $1.635  million,  as
opposed to a Net Interest Expense of ($.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.


                              3

<PAGE>


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 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.


                              4

<PAGE>


     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.  No hearings  were
actually  conducted,  but  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.

     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


                              5

<PAGE>

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 found  no
reason to question the Federal Circuit=s conclusion that the
Government  had  express contractual obligations  to  permit
respondents to use goodwill and capital credits in computing
their  regulatory  capital reserves.  When  the  law  as  to
capital  requirements changed, the Government was unable  to
perform  its  promises and became liable  for  breach  under
ordinary contract principles.

     Subsequent to the United States Supreme Court  decision
in Winstar, the stay on Admiral's litigation proceedings has
been   lifted.   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  management
strongly  disagrees with the findings of the  Court,  and  a
Notice of Appeal was filed in September, 2003. 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.



                              6

<PAGE>


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

     Not Applicable.
































                              7

<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>
     2002:
          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

     2003:
          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
</TABLE>


     As  of  June  30, 2003, 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
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


                              8

<PAGE>


data for Admiral for the five years ended June 30, 2003.  In
addition, selected financial data on the financial  position
of  Admiral is shown as of June 30, 2003, 2002, 2001,  2000,
and  1999. 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,
                                  --------------------------------------------------
                                    2003       2002       2001       2000      1999
                                  -------     ------     ------     ------    ------
                                      (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,
                                  --------------------------------------------------
                                    2003       2002       2001       2000      1999
                                  -------     ------     ------     ------    ------
                                      (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 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.



                              9

<PAGE>


Comparison of Years Ended June 30, 2003 and 2002
------------------------------------------------

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

Comparison of Years Ended June 30, 2002 and 2001
------------------------------------------------

     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.


                                PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The  following table sets forth, as of June  30,  2003,
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         52       Chairman of the Board,     1987
                                Chief Executive Officer,
                                President and Chief
                                Financial Officer
</TABLE>


                              10

<PAGE>


     Certain background information for the 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-
IES)  since January 1999, and a Senior Sales Associate  with
Jeanne  Baker Realty, Inc., Miami, Florida, since 2002.   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.



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, 2003.

<TABLE>
<CAPTION>

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

Wm. Lee Popham             2003     $  ---    ---     ---
Chairman and President     2002        ---    ---     ---
Chief Executive Officer    2001        ---    ---     ---
</TABLE>


Incentive Bonus Plan

     Admiral has a policy of paying discretionary bonuses to
eligible  officers and employees based upon the individual's
performance.   Under the plan, Admiral and its  subsidiaries
distribute approximately 20% of Admiral's consolidated  pre-
tax  profits  in  the form of cash bonuses  awarded  by  the
Compensation Committee of the Board of Directors,  based  on
management's recommendations and evaluations of performance.
No bonuses have been paid since Admiral's inception in 1987.


Retirement Plan

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

     In  prior years, Haven employees were covered  under  a
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.


                              11

<PAGE>


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


Stock Compensation Program

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

     There  have been no grants of any rights or options  to
any   director,  officer  or  employee  of  Admiral  or  any
affiliate.   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, 2003 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.


                              12

<PAGE>


<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>

(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.

     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

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


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

     Consolidated  Balance Sheets as of June  30,  2003  and
     2002                                                        F-2


                              13

<PAGE>

     Consolidated  Statement  of Operations  for  the  three
     years  ended June 30, 2003                                  F-3

     Consolidated   Statement  of  Stockholders'   (Deficit)
     Equity for the three years ended June 30, 2003              F-4

     Consolidated  Statement of Cash  Flows  for  the  three
     years ended June 30, 2003                                   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.

     (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.

     (31) Certification of Chief Executive Officer and Chief
          Financial  Officer  Pursuant to 18 U.S.C.  Section
          1350

     (32) Certification of Chief Executive Officer and Chief
          Financial Officer  Pursuant to  Section 302 of the
          Sarbanes-Oxley Act of 2002


(b.) Admiral filed no reports on Form 8-K during the  fiscal
     year ended June 30, 2003.


                              14

<PAGE>


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


                              15

<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 29, 2003        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.

<TABLE>
<CAPTION>
     Signature                       Title                   Date
     ---------                       -----                   ----
<S>                           <C>                      <C>

/s/  Wm.  Lee Popham          Chairman of the Board    September 29, 2003
Wm. Lee Popham                Of Directors, Chief
Chairman and President        Executive Officer,
Principal Executive Officer   President, and
Principal Financial Officer   Chief Financial Officer

</TABLE>
















                              16

<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.








                              17

<PAGE>

                        ADMIRAL FINANCIAL CORP.
                             AND SUBSIDIARY

                      Consolidated Balance Sheets
                           (Amounts in DOLLARS)

<TABLE>
<CAPTION>
                                           June 30, 2003     June 30, 2003
                                           -------------     -------------
                                            (Unaudited)       (Unaudited)
<C>                                        <C>               <C>

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


Liabilities and Stockholders'
    (Deficit) Equity
-----------------------------

Accrued expenses and other liabilities     $      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-1

<PAGE>


                      ADMIRAL FINANCIAL CORP.
                          AND SUBSIDIARY

              Consolidated Statements of Operations
                           (Unaudited)

<TABLE>
<CAPTION>
                                       Years Ended June 30,
                                 --------------------------------
                                   2003        2002         2001
                                 --------    --------     -------
<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-2

<PAGE>


                        ADMIRAL FINANCIAL CORP.
                             AND SUBSIDIARY


                Consolidated Statement of Stockholders'
                            (Deficit) Equity

                   For the years ended June 30, 2003

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




      See accompanying notes to consolidated financial statements.



                                F-3

<PAGE>

                ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                 Consolidated Statements of Cash Flows
                              (Unaudited)


<TABLE>
<CAPTION>
                                                        Year Ended June 30,
                                                  --------------------------------
                                                    2003        2002         2001
                                                  --------    --------     -------
<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-4

<PAGE>

                        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, 2003 and
     2002, 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).



                                F-5

<PAGE>


     (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, 2003 and 2002, 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>
                         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,
    and 2003                                  $   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,  2003,
     2002,  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.




                                F-6

<PAGE>


     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, 2003  and  2002,
     such purchased loss carryforwards remaining amounted to
     approximately $0 and $0, 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.@

     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.

     There  can  be no assurance that Admiral will  ever  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.



                                F-7

<PAGE>