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, 2004

                                    OR

      [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

               For the transition period from _____________ to

                      Commission File Number 0-17214

                          ADMIRAL FINANCIAL CORP.
                          -----------------------
	(Exact name of registrant as specified in its charter)

  FLORIDA                                     59-2806414
  -------                                     ----------
(State of incorporation)                   (I.R.S. Employer
                                          Identification No.)
    7101 Southwest 67 Avenue
       South Miami, Florida                     33143
       --------------------                     -----
(Address of principal executive office)       (Zip Code)

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

	Securities registered pursuant to Section 12(b) of the Act:

                                  None
                                  ----

	Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock, par value $.001 per share
                   ---------------------------------------
                             (Title of Class)

    Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X  No
                                        ---

    Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K ____.

    Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of September 26, 2004 (based on the last closing sale price as
reported on the OTC Bulletin Board on such date) was NO BID.

    Number of shares of common stock outstanding as of September 26, 2004,
was 10,985,046.

                   DOCUMENTS INCORPORATED BY REFERENCE
                                   None
                                   ----



<PAGE>



                            ADMIRAL FINANCIAL CORP.


                                 FORM 10-K


                             TABLE OF CONTENTS



                                                                       Page
                                                                       ----

                                    Part I

Item 1.    Business                                                      1
Item 2.    Properties                                                    5
Item 3.    Legal Proceedings                                             5
Item 4.    Submission of Matters to a Vote of
           Security Holders                                              6


                                    Part II


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


                                    Part III


Item 10.   Directors and Executive Officers of the
           Registrant                                                    9
Item 11.   Executive Compensation                                       10
Item 12.   Security Ownership of Certain Beneficial
           Owners and Management                                        12
Item 13.   Certain Relationships and Related Transactions               13


                                    Part IV


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



                                    PART I

ITEM 1.	BUSINESS.

    ADMIRAL FINANCIAL CORP. ("ADMIRAL"), an inactive corporation, is
currently seeking to recapitalize the Company in order to resume its prior
activities with respect to the acquisition and investment in interest-earning
assets and specialty real estate, as well as other new lines of business, as
yet unidentified.  Admiral has been a plaintiff in an unsuccessful
Winstar-type action against the United States government in the United States
Court of Federal Claims since 1993.

    This discussion may contain statements regarding future financial
performance and results.  The realization of outcomes consistent with these



<PAGE>



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

    Admiral is presently conducting virtually no business operation, other
than its efforts to effect a merger, exchange of capital stock, asset
acquisition, recapitalization, or other similar business combination (a
"Recapitalization") with an operating or development stage business which
Admiral considers to have significant growth potential.  Admiral currently
receives no cash flow. Admiral anticipates no capital infusions prior to
effectuating a Recapitalization. Until such time as Admiral effectuates a
Recapitalization, with the exception of certain other professional fees
and costs for such a transaction, Admiral currently expects that it will
incur minimal future operating costs.

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





ITEM 2.	PROPERTIES.

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




ITEM 3.	LEGAL PROCEEDINGS.

    On August 5, 1993, Admiral filed a Complaint against the United States of
America in the United States Court of Federal Claims, arising in part out of
contractual promises made to Admiral by the United States' Government, acting
through the Federal Home Loan Bank Board ("FHLBB") and the Federal Savings
and Loan Insurance Corporation ("FSLIC") pursuant to their statutory
supervisory authority over federally insured savings and loan institutions
and savings banks (hereinafter referred to a "thrifts" or "thrift
institutions"), and in part out of takings of property by the FHLBB and
FSLIC in the course of exercising that authority.  This action was
originally stayed by order of the Court dated September 3, 1993, pending
the en banc decision on rehearing of the Court of Appeal for the Federal
Circuit in Winstar Corp., et al. v. United States, a pending action which
Admiral management believes to contain a similar fact pattern.



    On August 30, 1995, the United States Court of Appeals for the Federal
Circuit, in an en banc decision, affirmed the summary judgment decisions by
the Court of Federal Claims on the liability portion of the breach of
contract claims against the United States in Winstar, and in two other similar
cases (Statesman and Glendale) which had been consolidated for purposes of
the appeal. In its Winstar decisions, the Court of Federal Claims found that
an implied-in-fact contract existed between the government and Winstar, and
that the government breached this contract when Congress enacted FIRREA.
In Statesman and Glendale, that Court found that the Plaintiffs had express


                                     4
<PAGE>



contracts with the government which were breached by the enactment of FIRREA.

    The federal government appealed the Winstar decisions to the United States
Supreme Court.  On November 14, 1995, Admiral's action (and all other similar
actions) was stayed by order of the Court, pending the outcome of that appeal.

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

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

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


                                     4
<PAGE>



                                    PART II


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

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

    On June 21, 1988, Admiral's common stock began trading on the National
Association of Securities Dealers Automatic Quotation System (NASDAQ) under
the symbol ADFC.  In 1989, Admiral was notified by NASDAQ that Admiral's net
worth did not meet the minimum standards for listing on the NASDAQ National
Market System and that Admiral's stock would begin trading in the
"over-the-counter" market after September 30, 1989, if the minimum capital
standards were not met.

    From September 30, 1989 until October 1999, Admiral's shares were listed
in the over-the-counter market on the OTC Bulletin Board.  Admiral was
notified in October 1999 that as an inactive Company, trading on the OTC
Bulletin Board would no longer be allowed.  There is currently no firm
making an active market in Admiral's stock. The Company was notified of a
change in the stock symbol from ADFC to ADFK in January 1999.

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


<TABLE>
<CAPTION>

                                              Ask            Bid
                                         -----------   --------------
                                         High   Low    High      Low
                                         ----   ---    ----      ---
<C>                                      <C>   <C>     <C>        <C>

2003:
       First Quarter                     0.01  0.001   0.001      N/A
       Second Quarter                    0.01  0.001   0.001      N/A
       Third Quarter                     0.01  0.001   0.0001     N/A
       Fourth Quarter                    0.01  0.001   0.0001     N/A

2004:
       First Quarter                     0.01  0.001   0.0001     N/A
       Second Quarter                    0.01  0.001   0.0001     N/A
       Third Quarter                     0.01  0.001   0.0001     N/A
       Fourth Quarter                    0.01  0.001   0.0001     N/A

</TABLE>


    As of June 30, 2004, there were 497 stockholders of record.

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





ITEM 6.	SELECTED CONSOLIDATED FINANCIAL DATA.

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


                                     5
<PAGE>



position of Admiral is shown as of June 30, 2004, 2003, 2002, 2001, and 2000.
Such information is qualified in its entirety by the more detailed
information set forth in the financial statements and the notes thereto
included elsewhere herein.


<TABLE>
<CAPTION>
                                               Year ended June 30,

                                       2004    2003    2002    2001    2000
                                       ----    ----    ----    ----    ----
                                   (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,
                                           2004    2003    2002    2001    2000
                                          -----    ----    ----    ----    ----
                                       (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, 2004 and 2003
------------------------------------------------

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


                                     6
<PAGE>



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

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



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

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

    Admiral management intends to seek a new line of business, as yet
unidentified. In connection therewith, Admiral's management believes that a
restructuring of Admiral may be necessary in order to raise capital for new
operations, and any such restructuring may have a substantial dilutive effect
upon Admiral's existing shareholders.  Admiral has no ongoing commitments or
obligations other than with respect to its obligations related to the
acquisition and subsequent confiscation of Haven.




ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    The financial statements and schedules listed in Item 14 hereof and
included in this report on Pages F-1 through F-11 are incorporated herein
by reference.



ITEM 9. CHANGES IN, AND DISAGREEMENTS WITH, ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

    Not Applicable.




                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The following table sets forth, as of June 30, 2004, certain information
with respect to the directors and executive officers continuing in office
until their successors have been elected and qualified.

                                                            Officer
                                                            And/or
                                                           Director
     Name              Age      Position                    Since
     ----              ---      --------                    -----
Wm. Lee Popham         53      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


                                     7
<PAGE>



Admiral since its inception in 1987.  He has also been an independent
corporate planning and acquisition consultant since 1996, as well as the
Sr. Vice President - Finance of IES Daniel Electrical Contractors, Inc.,
Miami, Florida, (a wholly-owned electrical contractor subsidiary of
Integrated Electrical Services, Inc., Houston, Texas, NYSE-IES) since
January 1999, and a Senior Sales Associate with Jeanne Baker Realty, Inc.,
Miami, Florida, since 2002.  He had also served as Chairman of the Board and
President of Caesar Creek Holdings, Inc. (CCH), Miami, Florida (a financial
acquisition company) since June 1985, and in various other officer and
director positions with several subsidiaries and affiliates of CCH, until
its liquidation in December 1989.  He has also served as a Director and
Secretary-Treasurer of Jeanne Baker, Inc., a real estate brokerage company
located in Dade County, Florida, since 1973, and was actively employed by
that Company from 1990 until its sale in 1996.  He previously served as
President of First Atlantic Capital Corporation, Miami, Florida (an
investment company) from July 1983 to May 1985.  Prior thereto, he was a
partner in the accounting firm of KPMG Peat Marwick, LLP, Miami, Florida,
where he practiced as a Certified Public Accountant. He also served as a
director of Cruise America, Inc.(AMEX-RVR), Mesa, Arizona (a recreational
vehicle rental and sales corporation), which shares were traded on the
American Stock Exchange until its sale to Budget Group, Inc.(NYSE-BD),
from 1984 until 1991.



ITEM 11. EXECUTIVE COMPENSATION

Cash Compensation

    The following table sets forth certain information with respect to the
Chief Executive Officer, and each other executive officer of Admiral and/or
Haven whose total cash compensation exceeded $100,000 during the year ended
June 30, 2004.

<TABLE>
<CAPTION>

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

Wm. Lee Popham                  2004      $  ---        ---      ---
Chairman and President          2003         ---        ---      ---
Chief Executive Officer         2002         ---        ---      ---

</TABLE>


Incentive Bonus Plan

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


                                     8
<PAGE>



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

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


Employee Stock Purchase Plan

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


Employment Agreements

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


Indebtedness of Management

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

Compensation of Directors

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


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth information regarding the beneficial
ownership of Admiral's Common Stock as of June 30, 2003 by (i.) each person
who is known by Admiral to own beneficially 5% or more of Admiral's Common
Stock, (ii.) each Director and/or officer of the Company, and (iii.) all
Directors and executive officers of Admiral as a group.  Except as
indicated below, each person has sole dispositive and voting power with
respect to the shares of Common Stock indicated.


<TABLE>
<CAPTION>

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

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

Ti-Aun Plantations, N.V.                            889,007        8.09%
Suite 600
600 Brickell Avenue
Miami, Florida 33131

David C. Popham (2)                                 668,651        6.09%
3166 Commodore Plaza
Coconut Grove, Florida 33133

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


</TABLE>

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



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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Wm. Lee Popham, the Chairman and President of Admiral, was previously
also the Chairman, President and controlling stockholder of CCH.  Mr.
Popham's mother, Jeanne M. Baker, was also a director of CCH.  While CCH did
not receive any fees or other compensation from Admiral or Haven during the
fiscal year, CCH did receive a consulting, management and organizational
fee in connection with the acquisition of Haven by Admiral of $354,286, plus
expense reimbursements payable in cash during fiscal 1988.  CCH and its
affiliates, including Caesar Creek TSC, Ltd. (CCTSC) were liquidated in
December 1989.

    Wm. Lee Popham, together with certain members of his family (including
David C. Popham and Jeanne M. Baker) and certain affiliates including CCH and
CCTSC, participated in a transaction which capitalized Admiral in order to
effect the acquisition of Haven in a contributed property exchange offer.
The total historical cost of the property contributed by Wm. Lee Popham,
his family and affiliates in the exchange was $1,228,227, the aggregate
appraised value of such contributed property was $12,586,553, and the net
contribution value was $7,022,965.  Mr. Popham and his family and affiliates
received an aggregate of 4,330,208 shares of Admiral Common Stock in the
exchange, which occurred on June 16, 1988.


                                     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, 2004 and 2003             F-2

    Consolidated Statement of Operations for the three years
         ended June 30, 2004                                             F-3

    Consolidated Statement of Stockholders' (Deficit) Equity
         for the three years ended June 30, 2004                         F-4


    Consolidated Statement of Cash Flows for the three years
         ended June 30, 2004                                             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.


                                     10
<PAGE>




(a.)3.   Exhibits

   (3)   The Articles of Incorporation and By-Laws of Admiral are
         incorporated herein by reference to Exhibits 3.1 and 3.2 of
         Admiral's Form S-4 Registration Statement filed with the Securities
         and Exchange Commission on January 22, 1988.

   (4)   A specimen copy of Admiral's common stock certificate is
         incorporated herein by reference to Exhibit 4.1 in Amendment No. 1
         of Admiral's Form S-4 Registration Statement filed with the
         Securities and Exchange Commission on April 5, 1988.

   (9)   Not applicable.

  (10)   Admiral hereby incorporates by reference the sections entitled
         Appendix A - Agreement and Plan of Reorganization, as amended, dated
         October 26, 1987, and related Agreement and Plan of Merger, as
         amended and Contributed Property Exchange Offer contained in Haven's
         Prospectus/Proxy Statement filed pursuant to Section 14(a) of the
         Securities Exchange Act of 1934 in connection with Haven's special
         meeting held on June 3, 1988.

  (11)   Not applicable.

  (12)   Not applicable.

  (13)   Not applicable.

  (16)   Not applicable.

  (18)   Not applicable.

  (21)   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, 2004.

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


                                     11
<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, 2004                        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, 2004
--------------------------     Of Directors, Chief
Wm. Lee Popham                 Executive Officer,
Chairman and President         President, and
Principal Executive Officer    Chief Financial Officer
Principal Financial Officer



                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                      PURSUANT TO 18 U.S.C. SECTION 1350

    In connection with the accompanying Quarterly Report on Form 10K of
Admiral Financial Corp. for the fiscal year ended June 30, 2004, Wm. Lee
Popham, Chairman, CEO and CFO of Admiral Financial Corp. hereby certifies
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, to the best of his knowledge and belief, that:

    1.   Such Annual Report on Form 10K for the period ended June 30, 2004,
         fully complies with the requirements of section 13(a) or 15(d) of
         the Securities Exchange Act of 1934; and

    2.   The information contained in such Annual Report on Form 10K for the
         period ended June 30, 2004, fairly presents, in all material
         respects, the financial condition and results of operations of
         Admiral Financial Corp.

                                   ADMIRAL FINANCIAL CORP.


Date:   September  26, 2004        By:/s/ Wm. Lee Popham
                                      -------------------------------------
                                      Wm. Lee Popham, Chairman, CEO and CFO


                                     F-1
<PAGE>


                 FINANCIAL STATEMENTS OF AN INACTIVE REGISTRANT

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

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

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

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

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

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

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


                                     F-2
<PAGE>



                          ADMIRAL FINANCIAL CORP.
                             AND SUBSIDIARY

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

                  Assets                              June 30, 2004           June 30, 2003
                  ------                              -------------           -------------
                                                       (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-3
<PAGE>



                           ADMIRAL FINANCIAL CORP.
                              AND SUBSIDIARY

                   Consolidated Statements of Operations
                                (Unaudited)
<TABLE>
<CAPTION>
                                                    Years Ended June 30,
                                               -----------------------------
                                              2004         2003          2002
                                             ------       ------        ------
<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-4
<PAGE>



                            ADMIRAL FINANCIAL CORP.
                               AND SUBSIDIARY


                   Consolidated Statement of Stockholders'
                              (Deficit) Equity

                     For the years ended June 30, 2004
<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 and 2004     10,985,046   $   10,987    $ 680,710      $   (715,587)
                                   ==========    =========     ========       ===========
</TABLE>


	See accompanying notes to consolidated financial statements.


                                     F-5
<PAGE>



                  ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

                   Consolidated Statements of Cash Flows
                                (Unaudited)
<TABLE>
<CAPTION>

                                                                   Year Ended June 30
                                                     ------------------------------------------
                                                             2004        2003       2002
                                                            ------      ------     ------
<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-6
<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, 2004 and 2003, include
    references to the accounts of Admiral and the net assets and net
    liabilities of its wholly-owned subsidiary, Haven Federal Savings and
    Loan Association.  All significant intercompany transactions have been
    eliminated in consolidation.


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

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


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

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


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

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

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


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

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


    (g)  Cash and Cash Equivalents
         -------------------------

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


                                     F-7
<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, 2004 and 2003, the Company has estimated net operating loss
    carryforwards of approximately $10,447,000 and $10,447,000, respectively,
    for Federal income tax purposes, and $10,095,000 and $10,095,000,
    respectively, for state income tax purposes to offset future taxable
    income.  These carryforwards were scheduled to expire in future years as
    follows:

<TABLE>
<CAPTION>

                                  Year ending
                                    June 30,                  Federal           State
                                    --------                  -------           -----
<S>                                <C>                   <C>               <C>

                                   1990                  $  2,348,000      $   2,304,000
                                   1991                     2,984,000          2,941,000
                                   1992                     5,360,000          5,230,000
                                   2001                     1,549,000          1,537,000
                                   2002                     1,288,000          1,288,000
                                   2004                     7,468,000          7,128,000
                                                          -----------        -----------
Net operating loss
  carryforwards, June 30, 1989:                            20,997,000         20,428,000
  Less: 1990 Expirations                                   (2,348,000)        (2,304,000)
                                   2005                        79,000             79,000
                                                          -----------        -----------
Net operating loss
  carryforwards, June 30, 1990:                            18,728,000         18,203,000
  Less: 1991 Expirations                                   (2,984,000)        (2,941,000)
                                   2006                        21,000             21,000
                                                          -----------        -----------
Net operating loss
   carryforwards, June 30, 1991                            15,765,000         15,283,000
   Less: 1992 Expirations                                  (5,360,000)        (5,230,000)
                                   2007                        21,000             21,000
                                                          -----------        -----------
Net operating loss
   carryforwards, June 30, 1992                          $ 10,426,000      $  10,074,000
                                   2008                        21,000             21,000
                                                          -----------        -----------
Net operating loss
  carryforwards, June 30,
        1993, 1994, 1995, 1996,
   	1997, 1998, 1999, 2000, 2001,
        2002, 2003                                       $ 10,447,000      $  10,095,000
        Less: Expirations through 2004                     10,305,000          9,953,000
                                                          -----------        -----------
Net operating loss carryforwards,
        June 30, 2004                                    $    142,000      $     142,000
                                                         ============      =============
</TABLE>


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

    The net operating loss carryforwards expiring through 1988 were
    generated by the Association prior to its acquisition by Admiral
    Financial Corp. and have been carried over at their original amounts
    for income tax purposes.  For financial statement purposes, these
    purchased loss carryforwards will not be used to offset the future tax
    expense of Admiral.  They will be accounted for as an adjustment to
    equity if and when a tax benefit is realized.  At June 30, 2004 and
    2003, such purchased loss carryforwards remaining amounted to
    approximately $0 and $0, respectively.


                                     F-8
<PAGE>



    (5)  Commitments and Contingencies
         -----------------------------

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

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

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

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

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

    Admiral is not a party to any other legal proceedings.


                                     F-9
<PAGE>