UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|X                                                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
|                                                               | ACT OF 1934                                                                 
|For the fiscal year ended: June 30, 2011                      
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________







ADMIRAL FINANCIAL CORP.

(Exact name of registrant as specified in its charter)







|                                  |              |                    
|--------------------------------- | ------------ | -------------------
|FLORIDA                           | 0-17214      | 59-2806414         
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

7101 Southwest 67 Avenue, South Miami, Florida  33143

(Address of Principal Executive Office) (Zip Code)

305-669-6117

(Registrants telephone number, including area code)





|                                                            |                  | 
|----------------------------------------------------------- | ---------------- | 
|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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                      
|                                                                                                                                                                                                                                              |   | Yes | X | No
|                                                                                                                                                                                                                                             
|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                 
|                                                                                                                                                                                                                                              |   | Yes | X | No
|                                                                                                                                                                                                                                             
|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 (or for such shorter period that the registrant was
|required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                    | X | Yes |   | No
|                                                                                                                                                                                                                                              |   |     |   |   



---



|                                                                                                                                                                                                                                                                                                                                                                   |   |     |  |                           |   |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | --- |  | ------------------------- | - |  |  | 
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
|and post such files).                                                                                                                                                                                                                                                                                                                                              |   | Yes |  | No                       
|                                                                                                                                                                                                                                                                                                                                                                  
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this 
chapter) 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.                                                                                                                                                                                                                                                                                                                                                         |   |    
|                                                                                                                                                                                                                                                                                                                                                                  
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                   |  
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                            |   |     |  | Accelerated filer         |   | 
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                              |   |     |  | Smaller reporting company | X | 
|                                                                                                                                                                                                                                                                                                                                                                   |  
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                            | X | Yes |  | No                       
|                                                                                                                                                                                                                                                                                                                                                                   |  
|Aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 15, 2011 (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 15, 2011, was 10,985,046.                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                  
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                  
|None                                                                                                                                                                                                                                                                                                                                                              









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ADMIRAL FINANCIAL CORP.



FORM 10-K



TABLE OF CONTENTS



|         |                                                                                                              |     
|-------- | ------------------------------------------------------------------------------------------------------------ | ----
|         |                                                                                                              | Page
|         | PART 1                                                                                                       |     
|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 Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 2   
|         |                                                                                                              |     
|Item 6.  | Selected Financial Data                                                                                      | 3   
|         |                                                                                                              |     
|Item 7.  | Managements Discussion and Analysis of Financial Condition and Results of Operation.                        | 4   
|         |                                                                                                              |     
|Item 8.  | Financial Statements and Supplementary Data                                                                  | 4   
|         |                                                                                                              |     
|Item 9.  | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                         | 4   
|         |                                                                                                              |     
|         | PART III                                                                                                     |     
|         |                                                                                                              |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                                       | 5   
|         |                                                                                                              |     
|Item 11. | Executive Compensation                                                                                       | 5   
|         |                                                                                                              |     
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 6   
|         |                                                                                                              |     
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                    | 7   
|         |                                                                                                              |     
|         | PART IV                                                                                                      |     
|         |                                                                                                              |     
|Item 15. | Exhibits, Financial Statement Schedules                                                                      | 8   











i



---

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 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 did 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



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PART II

Item 5.

Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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

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
|2010:          |  |        |  |        |  |        |  |    
|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
|               |  |        |  |        |  |        |  |    
|2011:          |  |        |  |        |  |        |  |    
|First Quarter  |  | 0.0001 |  | 0.0001 |  | 0.0001 |  | N/A
|Second Quarter |  | 0.0001 |  | 0.0001 |  | 0.0001 |  | N/A
|Third Quarter  |  | 0.0001 |  | 0.0001 |  | 0.0001 |  | N/A
|Fourth Quarter |  | 0.0001 |  | 0.0001 |  | 0.0001 |  | N/A



As of June 30, 2011, 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.



2



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Item 6.

Selected 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, 2011. In addition, selected financial data on the financial position of Admiral is shown as of June 30, 2011, 2010, 2009, 2008, and 2007.  Such information is qualified in its entirety by the more detailed information set forth in the financial statements and the notes thereto included elsewhere herein.

|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|--------------------------------------------------------------------------------------- | -------------------------------------------- | ---- | ---- |  | ---- |  | ---- | ---- | ---- |  | ---- |  |  | ---- | 
|                                                                                        | Year  ended June 30,                         |     
|                                                                                        | 2011                                         |      | 2010 |  | 2009 |  | 2008 |      | 2007 | 
|                                                                                        | (Dollars in thousands except per share data) |     
|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Admiral income                                                                          | $                                            | 0    |      |  | 0    |  |      | 0    |      |  | 0    |  |  | 0    | 
|Haven:                                                                                  |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Interest income                                                                         |                                              | -    |      |  | -    |  |      | -    |      |  | -    |  |  | -    | 
|Interest expense                                                                        |                                              | -    |      |  | -    |  |      | -    |      |  | -    |  |  | -    | 
|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Net interest income before provision 
for loan losses (expense)                         |                                              | 0    |      |  | 0    |  |      | 0    |      |  | 0    |  |  | 0    | 
|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Provision for loan losses                                                               |                                              | -    |      |  | -    |  |      | -    |      |  | -    |  |  | -    | 
|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Net interest income (expense) after provision 
for loan losses                          |                                              | 0    |      |  | 0    |  |      | 0    |      |  | 0    |  |  | 0    | 
|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Loss before extraordinary item and cumulative 
effect of change in accounting principle |                                              | 0    |      |  | 0    |  |      | 0    |      |  | 0    |  |  | 0    | 
|Extraordinary item                                                                      |                                              | -    |      |  | -    |  |      | -    |      |  | -    |  |  | -    | 
|Cumulative effect of change in accounting principle                                     |                                              | -    |      |  | -    |  |      | -    |      |  | -    |  |  | -    | 
|Net earnings (loss)                                                                     | $                                            | 0    |      |  | 0    |  |      | 0    |      |  | 0    |  |  | 0    | 
|                                                                                        |                                              |      |      |  |      |  |      |      |      |  |      |  |  |      | 
|Earnings (loss) per share                                                               | $                                            | 0.00 |      |  | 0.00 |  |      | 0.00 |      |  | 0.00 |  |  | 0.00 | 





|                                      |                                              |       |      |  |       |  |      |       |      |  |       |  |  |      
|------------------------------------- | -------------------------------------------- | ----- | ---- |  | ----- |  | ---- | ----- | ---- |  | ----- |  |  | -----
|                                      | Year  ended June 30,                        
|                                      | 2011                                         |       | 2010 |  | 2009  |  | 2008 |       | 2007
|                                      | (Dollars in thousands except per share data)
|                                      |                                              |       |      |  |       |  |      |       |      |  |       |  |  |      
|Net assets of Haven                   | $                                            | -     |      |  | -     |  |      | -     |      |  | -     |  |  | -    
|Total assets                          |                                              | 0     |      |  | 0     |  |      | 0     |      |  | 0     |  |  | 0    
|Net liabilities of Haven              |                                              | -     |      |  | -     |  |      | -     |      |  | -     |  |  | -    
|Total liabilities                     |                                              | 24    |      |  | 24    |  |      | 24    |      |  | 24    |  |  | 24   
|Total stockholders' equity (deficit)  |                                              | (24)  |      |  | (24)  |  |      | (24)  |      |  | (24)  |  |  | (24) 
|Book value (deficit) per common share |                                              | (.00) |      |  | (.00) |  |      | (.00) |      |  | (.00) |  |  | (.00)
|Number of offices of Admiral          |                                              | 1     |      |  | 1     |  |      | 1     |      |  | 1     |  |  | 1    





3



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Item 7.

Managements Discussion and Analysis of Financial Condition and Results of Operation.

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, 2011 and 2010

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

Comparison of Years Ended June 30, 2010 and 2009

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 known ongoing commitments or obligations.

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-8 are incorporated herein by reference.

Item 9.

Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

Not Applicable.



4



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PART III

Item 10.

Directors, Executive Officers and Corporate Governance.

The following table sets forth, as of June 30, 2011, certain information with respect to the directors and executive officers continuing in office until their successors have been elected and qualified.

|               |  |     |  |                                                                                       |  |                              
|-------------- |  | --- |  | ------------------------------------------------------------------------------------- |  | -----------------------------
|Name           |  | Age |  | Position                                                                              |  | Officer And/or
Director Since
|               |  |     |  |                                                                                       |  |                              
|Wm. Lee Popham |  | 60  |  | Chairman of the Board,
Chief Executive Officer,
President and Chief Financial Officer |  | 1987                         



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 IES Daniel Electrical Contractors, Inc., Miami, Florida, (a wholly-owned electrical contractor subsidiary of Integrated Electrical Services, Inc., Houston, Texas, -IESC)from 1997 to 2006; a Senior Sales Associate with Jeanne Baker Realty, Inc., Miami, Florida, since 2002, and Vice President  Regional Finance Director with AECOM Technology Corp., 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 whose total cash compensation exceeded $100,000 during the year ended June 30, 2011.

|                            |  |                            |  |        |  |       |  |      
|--------------------------- |  | -------------------------- |  | ------ |  | ----- |  | -----
|                            |  | Annual Compensation Awards
|Name and
Principal Position |  | Year                       |  | Salary |  | Bonus |  | Other
|                            |  |                            |  |        |  |       |  |      
|Wm. Lee Popham              |  | 2011                       |  | $  -   |  | -     |  | -    
|Chairman and President      |  | 2010                       |  | -      |  | -     |  | -    
|Chief Executive Officer     |  | 2009                       |  | -      |  | -     |  | -    



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, Admiral employees were covered under a non- contributory trusteed pension plan, which was replaced by a contributory Section 401(k) plan for Admiral 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.



5



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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 and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of Admiral's Common Stock as of June 30, 2010 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.

|                                                                            |  |                      |  |             
|--------------------------------------------------------------------------- |  | -------------------- |  | ------------
|Name and Address of Beneficial Owner                                        |  | Beneficial
Ownership |  | Common
Stock
|                                                                            |  |                      |  |             
|Wm. Lee Popham (l)
7101 Southwest 67 Avenue
South Miami, Florida 33143      |  | 1,923,684            |  | 17.51%      
|                                                                            |  |                      |  |             
|Ti-Aun Plantations, N.V.
Suite 600
600 Brickell Avenue
Miami, Florida 33131 |  | 889,007              |  | 8.09%       
|                                                                            |  |                      |  |             
|David C. Popham (2)
3166 Commodore Plaza
Coconut Grove, Florida 33133       |  | 668,651              |  | 6.09%       
|                                                                            |  |                      |  |             
|All directors and executive officers as a group
(1 person)                  |  | 1,923,684            |  | 17.51%      



6



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

(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, and Director Independence.

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



7



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PART IV

Item 15.

Exhibits, Financial Statement Schedules.

(a.)1.

Admiral Financial Corp.:

|                                                         |     
|-------------------------------------------------------- | ----
|ADMIRAL FINANCIAL CORP.                                  |     
|INDEX                                                    |     
|                                                         | Page
|                                                         |     
|Statement Regarding Sec. 210.3-11 of Regulation S-K      | F-1 
|                                                         |     
|Consolidated Balance Sheets as of June 30, 2011 and 2010 | F-2 
|                                                         |     
|Consolidated Statement of Operations for the three years |     
|ended June 30, 2011                                      | F-3 
|                                                         |     
|Consolidated Statement of Stockholders' (Deficit) Equity |     
|for the three years ended June 30, 2011                  | F-4 
|                                                         |     
|Consolidated Statement of Cash Flows for the three years |     
|ended June 30, 2011                                      | 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.

(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.

(31)

31.1

Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(32)

32

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





8



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: September 12, 2011



| |                         |                                                               
| | ----------------------- | --------------------------------------------------------------
| | ADMIRAL FINANCIAL CORP.
| |                         |                                                               
| |                         |                                                               
| | By:                     | /s/ Wm. Lee Popham                                            
| |                         | Wm. Lee Popham                                                
| |                         | President, 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 of Directors, 
Chief Executive Officer, President, 
and Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer) |  | September 12, 2011
|Wm. Lee Popham     |  |                                                                                                                                                                   | 
|                   |  |                                                                                                                                                                   | 
|                   |  |                                                                                                                                                                   | 
|                   |  |                                                                                                                                                                   | 







9



---

FINANCIAL STATEMENTS OF AN INACTIVE REGISTRANT

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

(A.)

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

(B.)

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

(C.)

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

(D.)

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

(E.)

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

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













F-1



---

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY



Consolidated Balance Sheets

(Amounts in Thousands)



|                                                                                      |  |               |       |               |   |      
|------------------------------------------------------------------------------------- |  | ------------- | ----- | ------------- | - | -----
|                                                                                      |  | June 30, 2011 |       | June 30, 2010
|                                                                                      |  | (Unaudited)   |       | (Unaudited)  
|                                                                                      |  |               |       |               |   |      
|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                                                |  | $             | 24    |               | $ | 24   
|Net liabilities of Haven Federal Savings and 
Loan Association (note 2)               |  |               | 0     |               |   | 0    
|                                                                                      |  |               |       |               |   |      
|Total liabilities                                                                     |  |               | 24    |               |   | 24   
|                                                                                      |  |               |       |               |   |      
|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 |  |               | 11    |               |   | 11   
|Treasury stock, 1,954 and 1,954 shares, at cost                                       |  |               | 0     |               |   | 0    
|Additional paid-in capital                                                            |  |               | 681   |               |   | 681  
|Deficit                                                                               |  |               | (716) |               |   | (716)
|                                                                                      |  |               |       |               |   |      
|Total stockholders' (deficit) equity                                                  |  |               | (24)  |               |   | (24) 
|                                                                                      |  |               |       |               |   |      
|Total liabilities and stockholders' (deficit) equity                                  |  | $             | 0     |               | $ | 0    





See accompanying notes to consolidated financial statements.



F-2



---

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY



Consolidated Statements of Operations

(Unaudited)



|                                              |  |                      |            |      |   |            |  |   |            | 
|--------------------------------------------- |  | -------------------- | ---------- | ---- | - | ---------- |  | - | ---------- | 
|                                              |  | Years Ended June 30, |           
|                                              |  | 2011                 |            | 2010 |   | 2009       | 
|                                              |  |                      |            |      |   |            |  |   |            | 
|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 | 



See accompanying notes to consolidated financial statements





F-3



---

ADMIRAL FINANCIAL CORP.

AND SUBSIDIARY



Consolidated Statement of Stockholders' (Deficit) Equity



For the years ended June 30, 2011



|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- |  | - | ---------- |  | - | -------- |  | - | ----------
|                                                                                                                                         |  | Common Stock           |  |   | Additional |  |   | Retained
|                                                                                                                                         |  | Issued and Outstanding |  |   | Paid-In    |  |   | Earning 
|                                                                                                                                         |  | Shares                 |  |   | Amount     |  |   | Capital  |  |   | Deficiency
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Balance at June 30, 1988                                                                                                                 |  | 10,985,046             |  | $ | 11         |  | $ | 681      |  | $ | -         
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Net loss for the year                                                                                                                    |  |                        |  |   | -          |  |   | -        |  |   | (13,813)  
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Balance at June 30, 1989                                                                                                                 |  | 10,985,046             |  |   | 11         |  |   | 681      |  |   | (13,813)  
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Receivership of Subsidiary                                                                                                               |  |                        |  |   |            |  |   |          |  |   |           
|Net Assets and Liabilities                                                                                                               |  | -                      |  |   | -          |  |   | -        |  |   | 13,238    
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Net loss for the year                                                                                                                    |  |                        |  |   | -          |  |   | -        |  |   | (79)      
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Balance at June 30, 1990                                                                                                                 |  | 10,985,046             |  | $ | 11         |  | $ | 681      |  | $ | (654)     
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Net loss for the year                                                                                                                    |  |                        |  |   |            |  |   |          |  |   | (21)      
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Balance at June 30, 1991                                                                                                                 |  | 10,985,046             |  | $ | 11         |  | $ | 681      |  | $ | (675)     
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Net loss for the year                                                                                                                    |  |                        |  |   |            |  |   |          |  |   | (20)      
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Balance at June 30, 1992                                                                                                                 |  | 10,985,046             |  | $ | 11         |  | $ | 681      |  | $ | (695)     
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Net loss for the year                                                                                                                    |  | -                      |  |   | -          |  |   | -        |  |   | (20)      
|                                                                                                                                         |  |                        |  |   |            |  |   |          |  |   |           
|Balance at June 30, 1993, 1994, 1995, 1996, 1997 , 1998, 1999, 2000, 2001, 2002, 2003 2004, 2005, 2006, 2007, 2008, 2009, 2010, and 2011 |  | 10,985,046             |  | $ | 11         |  | $ | 681      |  | $ | (716)     



See accompanying notes to consolidated financial statements.





F-4



---

ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY



Consolidated Statements of Cash Flows

(Unaudited)



|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | - | ---- | - | ---- |  | - | - | 
|                                                                                                                                                      |  | Year Ended June 30, |  
|                                                                                                                                                      |  | 2011                |   | 2010 |   | 2009 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|Cash flows from operating activities:                                                                                                                 |  |                     |   |      |   |      |  |   |   | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|Net loss                                                                                                                                              |  | $                   | 0 |      | $ | 0    |  | $ | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|Adjustments to reconcile net loss to net cash 
provided by operating activities:                                                                      |  |                     | 0 |      |   | 0    |  |   | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|Decrease in deficit arising from confiscation of 
Haven Federal after retroactive disallowance 
of agreed supervisory goodwill and regulatory capital |  |                     | 0 |      |   | 0    |  |   | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|Decrease in prepaid expenses and other assets                                                                                                         |  |                     | 0 |      |   | 0    |  |   | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|Decrease (increase) in net assets of Haven Federal                                                                                                    |  |                     | 0 |      |   | 0    |  |   | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|(Decrease) in accrued expenses and other liabilities                                                                                                  |  |                     | 0 |      |   | 0    |  |   | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|(Decrease) Increase in net liabilities of Haven Federal                                                                                               |  |                     | 0 |      |   | 0    |  |   | 0 | 
|                                                                                                                                                      |  |                     |   |      |   |      |  |   |   | 
|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 | 



See accompanying notes to consolidated financial statements









F-5



---

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, 2011 and 2010, include references to the accounts of Admiral and the net assets and net liabilities of its wholly-owned subsidiary, Haven Federal Savings and Loan Association. All significant intercompany transactions have been eliminated in consolidation.

(b)

Office Properties and Equipment

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

(c)

Income Taxes

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

(d)

Real Estate

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

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

(e)

Excess Cost Over Net Assets Acquired and Other Intangibles

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

(g)

Cash and Cash Equivalents

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

(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).



F-6



---



(4)

Income Taxes

At June 30, 2011 and 2010, the Company has estimated net operating loss carryforwards of approximately $0 and $0 respectively, for Federal income tax purposes, and $0 and $0, respectively, for state income tax purposes to offset future taxable income. All tax loss carry-forwards expired as follows:

|                                                                                                                      |  |              |  |   |             |   |   |            
|--------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | - | ----------- | - | - | -----------
|                                                                                                                      |  | Year  ending |  |   |             |   |   |            
|                                                                                                                      |  | June 30,     |  |   | Federal     |   |   | State      
|                                                                                                                      |  |              |  |   |             |   |   |            
|                                                                                                                      |  | 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 and 2004 |  |              |  | $ | 10,447,000  |   | $ | 10,095,000 
|Less: Expirations through 2006                                                                                        |  |              |  |   | 10,305,000  |   |   | 9,953,000  
|                                                                                                                      |  |              |  |   |             |   |   |            
|Net operating loss carryforwards, 
June 30, 2005, 2006, 2007, 2008, 2009, 2010 And 2011                               |  |              |  | $ | 142,000     |   | $ | 142,000    



The Company has not filed its federal or Florida income tax returns for the fiscal years ended June 30, 2011, 2010, 2009, 2008, 2007, 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, 2011 and 2010, such purchased loss carryforwards remaining amounted to approximately $0 and $0, respectively.



F-7



---

(5) Commitments and Contingencies

Admiral has no known Commitments or Contingencies for the period covered by this report.

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

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

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

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

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

Admiral is not a party to any other legal proceedings.







F-8