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, 2006

                                 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, 2006 (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, 2006, 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                                                       1
Item 3. Legal Proceedings                                                1
Item 4.	Submission of Matters to a Vote of
          Security Holders                                               1


                               Part II


Item 5.	Market for the Registrant's Common Stock
          and Related Security Holder Matters                            2
Item 6. Selected Consolidated Financial Data                             3
Item 7.	Management's Discussion and Analysis of
          Consolidated Financial Condition and
          Results of Operations                                          4
Item 8. Consolidated Financial Statements                                4
Item 9.	Disagreements on Accounting and Financial
          Disclosure                                                     4


                               Part III


Item 10.  Directors and Executive Officers of the
            Registrant                                                   4
Item 11.  Executive Compensation                                         5
Item 12.  Security Ownership of Certain Beneficial
            Owners and Management                                        6
Item 13.  Certain Relationships and Related Transactions                 7


                               Part IV


Item 14.  Exhibits, Financial Statement Schedules and
             Reports on Form 8-K                                         7


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

   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.

   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.


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.


                                  1
<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 stock. The Company was notified of a
change in the stock symbol from ADFC to ADFK in January 1999.

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

                                       Ask           Bid
                                 -------------  --------------
                                 High      Low  High       Low
                                 ----     ----  ----      ----

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

2006:
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



   As of June 30, 2006, 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, 2006.  In addition, selected financial data on the
financial position of Admiral is shown as of June 30, 2006, 2005, 2004,
2003, and 2002. 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.


                                  2
<PAGE>


<TABLE>
<CAPTION>

                                          Year ended June 30,
                                 ------------------------------------
                                 2006    2005    2004    2003    2002
                               ------  ------  ------  ------  ------
                             (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,
                                         --------------------------------------
                                           2006    2005    2004   2003    2002
                                         ------  ------  ------  ------  ------
                                     (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, 2006 and 2005
------------------------------------------------

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


                                  3
<PAGE>



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

   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, 2006, certain information
with respect to the directors and executive officers continuing in office
until their successors have been elected and qualified.

                                                            Officer
                                                             And/or
                                                            Director
     Name                 Age        Position                 Since
     -----                ---        --------                 -----

Wm. Lee Popham            54     Chairman of the Board,       1987
                                 Chief Executive Officer,
                                 President and Chief
                                 Financial Officer

   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


                                  4
<PAGE>


Sr. Vice President - Finance of IES Daniel Electrical Contractors, Inc.,
Miami, Florida, (a wholly-owned electrical contractor subsidiary of
Integrated Electrical Services, Inc., Houston, Texas, -IESC) since
January 1999, a Senior Sales Associate with Jeanne Baker Realty, Inc.,
Miami, Florida, since 2002, and Business Manager - Design Group with
DMJMH&N, Los Angeles, CA since April 2006.  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.

     Name and			  Annual Compensation Awards
Principal Position		Year	   Salary	Bonus	 Other
------------------              ----       ------       -----    -----

Wm. Lee Popham			2006	  $  ---	 ---	  ---
Chairman and President		2005	     ---	 ---	  ---
Chief Executive Officer		2004	     ---	 ---	  ---


Incentive Bonus Plan

   Admiral has a policy of paying discretionary bonuses to eligible
officers and employees based upon the individual's performance.  Under the
plan, Admiral and its subsidiaries distribute approximately 20% of Admiral's
consolidated pre-tax profits in the form of cash bonuses awarded by the
Compensation Committee of the Board of Directors, based on management's
recommendations and evaluations of performance.  No bonuses have been paid
during the periods covered by this Report on Form 10K.

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.


                                  5
<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, 2006 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>

(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).


                                  6
<PAGE>


(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, 2006 and 2005        F-2

       Consolidated Statement of Operations for the three years
          ended June 30, 2006                                          F-3

       Consolidated Statement of Stockholders' (Deficit) Equity
          for the three years ended June 30, 2006                      F-4



       Consolidated Statement of Cash Flows for the three years
          ended June 30, 2006                                          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


                                  7
<PAGE>


        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, 2006.

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

                                  8
<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, 2006                 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, 2006
Wm. Lee Popham                 Of Directors, Chief
Chairman and President         Executive Officer,
Principal Executive Officer    President, and
Principal Financial Officer    Chief Financial Officer


<PAGE>


	FINANCIAL STATEMENTS OF AN INACTIVE REGISTRANT

Pursuant to Sec. 210.3-11 of Regulation S-X, Admiral Financial Corp.
qualifies  as an inactive entity, meeting all of the following conditions:

(A.)	Gross receipts from all sources for the fiscal year are not in
        excess of $100,000;

(B.)	Admiral has not purchased or sold any of its own stock, granted
        options therefor, or levied assessments upon outstanding stock;

(C.)	Expenditures for all purposes for the fiscal year are not in
        excess of $100,000;

(D.)	No material change in the business has occurred during the fiscal
        year, including any bankruptcy, reorganization, readjustment or
        succession or any material acquisition or disposition of plants,
        mines, mining equipment, mine rights or leases; and

(E.)	No exchange upon which the shares are listed, or governmental
        authority having jurisdiction, requires the furnishing to it or
        the publication of audited financial statements.

    Accordingly, the attached financial statements of Admiral Financial
Corp. are unaudited.


<PAGE>



                    ADMIRAL FINANCIAL CORP.
                         AND SUBSIDIARY

                   Consolidated Balance Sheets
                      (Amounts in DOLLARS)
<TABLE>
<CAPTION>

            Assets                              June 30, 2006   June 30, 2005
            ------                              -------------   -------------
                                                 (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-1
<PAGE>


                      ADMIRAL FINANCIAL CORP.
                          AND SUBSIDIARY

                Consolidated Statements of Operations
                            (Unaudited)

<TABLE>
<CAPTION>

                                                     Years Ended June 30,

                                            -----------------------------------------
                                               2006           2005           2004
                                            -----------    -----------    -----------
<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, 2006

<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,
2003, 2004, 2005 and 2006          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
                                                           ---------------------------
                                                             2006      2005      2004
                                                           -------   -------   -------
<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.



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

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

The accompanying balance sheets as of June 30, 2006 and 2005, 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 earn-
ings, 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 con-
ditions 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-5
<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, 2006 and 2005, 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 2006             10,305,000          9,953,000
                                       ---------------     --------------
Net operating loss carryforwards,
        June 30, 2005 and 2006         $       142,000     $      142,000
                                       ===============     ==============
</TABLE>



                                  F-6

<PAGE>


The Company has not filed its federal or Florida income tax returns
for the fiscal years ended June 30, 2006, 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, 2006
and 2005, such purchased loss carryforwards remaining amounted to
approximately $0 and $0, respectively.


(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-7

<PAGE>