UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                               FORM 10-Q
     (Mark One)
     [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
            For the quarterly period ended December 31, 2003
                                           -----------------

                                   OR

     [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from ........... to .........

                     Commission File Number 0-17214

                        ADMIRAL FINANCIAL CORP.
                        -----------------------

State of Florida                            I.R.S. No. 59-2806414


                        7101 Southwest 67 Avenue
                       South Miami, Florida 33143


                    Telephone Number: (305) 669-6117




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 twelve  (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 ninety (90) days.

               Yes   [X]                   No   [ ]



                      Common Stock $.001 Par Value
         Outstanding  Shares at December 31,  2003:  10,985,000


<PAGE>

                                               PART I - FINANCIAL INFORMATION
                                               ------------------------------


                        ADMIRAL FINANCIAL CORP.
                             AND SUBSIDIARY

                      Consolidated Balance Sheets
                               (Dollars)

<TABLE>
<CAPTION>
                                                   December 31, 2003    June 30, 2003
                                                     (Unaudited)         (Unaudited)
<S>                                                <C>                  <C>
          Assets
          ------

Cash                                                 $         0         $         0
Prepaid expenses and other assets                              0                   0
Net assets of Haven Federal Savings and
     Loan Association (notes 1 and 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 (notes 1 and 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.



                                   1
<PAGE>

                                               PART I - FINANCIAL INFORMATION
                                               ------------------------------


                ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

                 Consolidated Statements of Operations
                              (Unaudited)


<TABLE>
<CAPTION>



                              Three Months Ended Dec 31     Six Months Ended Dec 31
                              -------------------------   ---------------------------
                                 2003            2002         2003            2002
                              ----------     ----------   ----------       ----------
<S>                           <C>            <C>          <C>              <C>

Interest Income                        0              0            0                0
Other income                           0              0            0                0
                              ----------     ----------   ----------       ----------
     Total income                      0              0            0                0

Expense
     Employee Compensation             0              0            0                0
     Other                             0              0            0                0
                              ----------     ----------   ----------       ----------
     Total expense                     0              0            0                0

     Loss from discontinued
          operation (note 2)           0              0            0                0
                              ----------     ----------   ----------       ----------
Net loss                      $        0              0            0                0
                              ==========     ==========   ==========       ==========


Loss per share                $     0.00     $     0.00   $     0.00       $     0.00
                              ==========     ==========   ==========       ==========

Dividend per share                 ---           ---           ---              ---
                              ==========     ==========   ==========       ==========

Weighted average number
   of shares outstanding      10,985,046     10,985,046   10,985,046       10,985,046
                              ==========     ==========   ==========       ==========

</TABLE>



      See accompanying notes to consolidated financial statements



                                   2
<PAGE>


                                               PART I - FINANCIAL INFORMATION
                                               ------------------------------


                ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

                 Consolidated Statements of Cash Flows
                              (Unaudited)


<TABLE>
<CAPTION

                                                  Six Months Ended December 31
                                                  ----------------------------
                                                    2003                2002
                                                  --------            --------
<S>                                               <C>                 <C>

Cash flows from operating activities:

Net loss                                          $      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                                  0                   0
Decrease in prepaid expenses and other assets            0                   0
Decrease (increase) in net assets of
    Haven Federal                                        0                   0
(Decrease) in accrued expenses and other
    liabilities                                          0                   0
(Decrease) Increase in net liabilities of
    Haven Federal                                        0                   0
Amortization of organization expenses                    0                   0
                                                  --------            --------

Net cash provided (used) by operating
  activities                                             0                   0

Cash and cash equivalents, beginning of
  year                                                   0                   0
                                                  --------            --------

Cash and cash equivalents, end of quarter         $      0            $      0
                                                  ========            ========

</TABLE>




      See accompanying notes to consolidated financial statements





                                   3
<PAGE>

                                               PART I - FINANCIAL INFORMATION
                                               ------------------------------


                ADMIRAL FINANCIAL CORP.  AND SUBSIDIARY

               Notes to Consolidated Financial Statements


Note 1.               In   the   opinion   of   management,   the
               accompanying  consolidated  financial   statements
               contain    all    the   adjustments   (principally
               consisting  of normal recurring accruals  and  the
               confiscation  of all the principal assets  of  the
               Company by the United States government) necessary
               to  present  fairly  the financial  statements  of
               Admiral    Financial   Corp.    ('Admiral')    and
               Subsidiary.

Note 2.               The   net  assets  of  Admiral's  principal
               operating  subsidiary, Haven Federal  Savings  and
               Loan  Association ('Haven'), were  confiscated  by
               the  United  States government on March  2,  1990.
               Therefore,  where applicable, Haven's  net  assets
               and  net  liabilities are presented in the balance
               sheets in the aggregate; and its loss is shown  in
               the  aggregate in the Statements of Operations for
               the three and six month periods ended December 31,
               2003 and 2002.













                                   4
<PAGE>


ITEM 2 - Management's Discussion and Analysis of Consolidated
         Financial Condition and Results of Operations

General
-------

     ADMIRAL    FINANCIAL   CORP.   ("ADMIRAL"),   an    inactive
corporation, is currently seeking to recapitalize the Company  in
order  to  resume  its  prior  activities  with  respect  to  the
acquisition  and  investment  in  interest-earning   assets   and
specialty real estate, as well as other new lines of business, as
yet unidentified.  Admiral has been a plaintiff in a Winstar-type
action  against the United States government in the United States
Court  of  Federal Claims since 1993, wherein the  Company  seeks
damages  for the government's breach of a contract involving  the
Supervisory Goodwill and Regulatory Capital granted in connection
with  Admiral's previous acquisition of an insolvent savings  and
loan  association in 1988.On October 16, 2002, the Court  granted
the  Admiral Motion for Summary Judgment in part, by finding that
the  United  States Government liable for damages for  breach  of
contract,  pending the taking of testimony regarding  a  possible
prior  material breach by Admiral.  A trial was conducted  during
December,  2002, and testimony was taken regarding the  value  of
the   assets   originally  contributed  by   Admiral,   and   the
Government's arguments regarding Admiral's prior material  breach
were  heard by the Court.  On August 1, 2003, the Court  held  in
favor  of the United States Government, stating that Admiral  had
committed a prior material breach when the Company did  not  meet
the  minimum  capital requirement at March 31, 1989, despite  the
fact that FIRREA was enacted (on August 9, 1989) prior to the end
of  Admiral's  "cure period" (October 16, 1989),  thereby  making
such  a  cure impossible to perform.  Admiral management strongly
disagrees with the findings of the Court, and a Notice of  Appeal
was  filed  in  September, 2003. There can be no  assurance  that
Admiral  will  be able to recover any funds arising  out  of  its
claim and, if any recovery is made, the amount of such recovery.

     Admiral   is  presently  conducting  virtually  no  business
operation, other than its efforts to effect a merger, exchange of
capital  stock,  asset  acquisition, recapitalization,  or  other
similar  business  combination  (a  "Recapitalization")  with  an
operating  or development stage business which Admiral  considers
to  have  significant  growth  potential.   Admiral  has  neither
engaged  in  any operations nor generated any revenue  since  the
confiscation  of the Company's entire asset base  by  the  United
States  government in 1990 (See Admiral's Winstar-type breach  of
contract   litigation  regarding  Admiral's  former   supervisory
goodwill  position, discussed below). It receives no  cash  flow.
Admiral anticipates no capital infusions prior to effectuating  a
Recapitalization.  Until  such  time  as  Admiral  effectuates  a
Recapitalization,   with   the   exception   of   certain   other
professional  fees  and  costs for such  a  transaction,  Admiral
expects that it will incur minimal operating costs throughout the
current fiscal year.

     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, 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.

     Admiral  Financial Corp. was formed in 1987  to  acquire  an
insolvent   savings  and  loan  association  in   a   supervisory
acquisition solely with private investment funds, and without the
benefit  of  any  federal assistance payments.  Admiral  acquired
Haven  Federal  Savings  and Loan Association  of  Winter  Haven,
Florida  on  June  16,  1988.  In that  acquisition  transaction,
Admiral issued 8,000,000 new common shares in exchange for assets
(primarily real estate and a profitable business engaged  in  the



                                5
<PAGE>


purchase and redemption of Florida tax sale certificates)  having
a  fair  market  value of approximately $40 million,  subject  to
approximately $27 million of mortgages and other liabilities, and
less approximately $1 million of fees and expenses (necessary  to
provide  the  proper forms and documentation in  accordance  with
government  rules and regulations), for a net equity contribution
of approximately $12 million.  Admiral then contributed virtually
all  of these net assets and liabilities to the capital of Haven,
plus  an  additional 987,000 new common shares of Admiral,  which
were   simultaneously  issued  in  exchange  for  100%   of   the
outstanding   shares   of  Haven  in  an  approved   "supervisory
acquisition" of an insolvent thrift institution.  Admiral has had
substantially  no assets or operations other than its  investment
in Haven.

     The  Financial Institution Reform, Recovery and  Enforcement
Act  of  1989 ("FIRREA") was introduced on February 5, 1989,  and
enacted  into  law  on  August  9,  1989.   FIRREA  imposed  more
stringent  capital  requirements upon savings  institutions  than
those previously in effect.  Haven did not meet these new capital
requirements.   Because of certain provisions of FIRREA  relating
primarily to the disallowance of supervisory goodwill and certain
other  intangible  assets  in  the calculation  of  required  net
capital,  management  estimates  that  Admiral  would  have  been
required  under  the  Agreement to infuse additional  capital  of
approximately $18 million by December 7, 1989.  Admiral  did  not
infuse  any additional capital, and the net assets of Haven  were
confiscated by the federal authorities on March 2, 1990.

     In  the  agreement allowing Admiral to acquire Haven in  the
supervisory  acquisition,  Haven was credited  with  new  capital
under  "Regulatory Accounting Principles" (RAP)  then  in  effect
equal  to  $11 million.  This amount was computed by taking  into
account  the  $13  million fair market value of  the  net  assets
contributed by Admiral to Haven, less the $1 million of fees  and
costs incurred, and less an additional $1 million resulting  from
reduced  valuations  of  certain of the  contributed  assets  for
purposes  of  calculating  Haven's RAP equity  by  the  appraisal
division of the Federal Home Loan Bank Board.

     A  condition  to  the Federal Home Loan bank  Board  (FHLBB)
Resolution  approving  the acquisition of  control  of  Haven  by
Admiral  (the  Agreement) required that Admiral account  for  the
acquisition  of  Haven under the Purchase method  of  accounting,
whereby  an  asset in the nature of Goodwill would  be  realized,
generally,  to the extent of any previous negative net  worth  of
the acquired insolvent thrift, plus the excess of the fair market
values of the contributed assets over their respective historical
costs.   Haven's regulatory goodwill of approximately $20 million
was,  in  accordance with the Agreement, to be amortized  against
earnings over a period of twenty-five years.

     Another  condition  to  the  same  Agreement  required  that
Admiral   execute   a   Regulatory  Capital  Maintenance/Dividend
Agreement  which provided certain remedies if Haven  and  Admiral
were  unable to liquidate, on a scheduled basis ending  June  30,
1990,  the  real  estate  used  by  Admiral  to  capitalize   its
acquisition  of Haven.  The remedies of the Federal  Savings  and
Loan  Insurance Corporation (FSLIC) agreed to by Admiral  in  the
Agreement included the right of the FSLIC to (I) vote the  common
stock  of  Haven;  (ii) remove the board of directors  of  Haven;
and/or  (iii)  dispose of any or all of the voting securities  of
Haven owned by Admiral.

     The  failure  of  Admiral and Haven to  liquidate  the  real
estate in accordance with the agreement with the FHLBB could have
caused  the forfeiture to the FSLIC of all shares of  Haven.   If
the   voting   securities  of  Haven  were  so   forfeited,   the
stockholders of Admiral would still hold their shares of Admiral.
However,  Admiral would have lost substantially its  only  asset,
and  the  shares of Admiral common stock, after such  forfeiture,
could have had little or no value.

     Under  the  same  Agreement, Admiral was also  obligated  to
cause the regulatory capital of Haven to be maintained at a level
at  or  above the minimum regulatory capital requirement and,  if
necessary, infuse additional equity capital into Haven.

     At  all times during Admiral=s control, Haven was successful
in  meeting  the real estate liquidation requirements imposed  by
the   Agreement,  including  any  extensions  of   time   granted
thereunder.  However, Haven experienced a $4.3 million erosion of
its regulatory capital due in large part to losses sustained as a
result  of  liquidating  the real estate under  the  "fire  sale"
conditions   imposed   by  the  Agreement.   Generally   accepted
accounting  principles would normally have  required  any  losses
from the sale of the contributed assets to have been added to the
balance  of  supervisory goodwill, and amortized  over  the  same
twenty-five  year  period.   However, with  the  introduction  of
FIRREA  and  the  disallowance of all  previously  bargained  for
Supervisory Goodwill, the treatment became moot.  This  loss,  if
added   together  with  other  operating  losses   and   goodwill
amortization  expenses, might have caused Haven to fail  to  meet
its  minimum capital requirement as of March 31, 1989 and at  all
times  thereafter.  Admiral and Haven continued to abide  by  the
Agreement   entered  into  with  the  FHLBB,  to  its   financial
detriment,  in spite of the United States government's  assertion
that  the  enactment of FIRREA retroactively eliminated the  need


                                6
<PAGE>


for  the government (or any of its instrumentalities) to live  up
to any express or implied agreements which may have been contrary
to  the  subsequent  legislation, without the  necessity  of  the
retroactive  return of Admiral's $13+ million of net capital  and
expenses invested in Haven.

     Admiral  was  notified by the FHLBB on July  17,  1989  that
Admiral  was  in default of the Agreement and had 90  days  (i.e.
until  October  16.  1989)  to cure  the  default.   Admiral  had
virtually no assets other than the stock of Haven, and has had no
other  viable  means  available to cure  the  default  since  the
introduction  of  FIRREA.   The net assets  of  Haven,  including
Admiral's $13 million of contributed equity, were confiscated  on
March 2, 1990.

     Admiral  and  Haven applied for relief from the requirements
of  the  Resolution and the Agreement.  Haven  also  applied  for
regulatory relief from sanctions imposed by FIRREA for failing to
meet  the  minimum regulatory capital requirements.  Furthermore,
Admiral  and  Haven also applied for federal assistance  payments
under a FIRREA provision for assistance which management believed
was  directly applicable to Admiral/Haven's financial  situation.
Admiral  received  no  notice  of  any  hearings  prior  to   the
confiscation of Haven on March 2, 1990.

     On  August  5, 1993, Admiral filed a Complaint  against  the
United  States of America in the United States Court  of  Federal
Claims,  arising  in  part out of contractual  promises  made  to
Admiral  by  the  United States' Government, acting  through  the
Federal  Home  Loan Bank Board ("FHLBB") and the Federal  Savings
and  Loan  Insurance  Corporation  ("FSLIC")  pursuant  to  their
statutory  supervisory authority over federally  insured  savings
and loan institutions and savings banks (hereinafter referred  to
a "thrifts" or "thrift institutions"), and in part out of takings
of  property  by the FHLBB and FSLIC in the course of  exercising
that   authority.     In  this  action,  Admiral  seeks   (1)   a
declaration   that   the   government's  actions   constitute   a
repudiation  and material breach of their contractual obligations
to  Admiral  and, thereby, effect a taking of Admiral's  property
without just compensation and a deprivation of Admiral's property
without  due process of law, in violation of the Fifth Amendment,
and  (2)  compensatory damages for the United States'  breach  of
contract,  or  (3) rescission of the contract and  restitutionary
relief, or (4) compensation for the taking of Admiral's property,
or  (5)  damages  for  the  deprivation of  Plaintiffs'  property
without due process of law.@

     This action was stayed by order of the Court dated September
3,  1993, pending the en banc decision on rehearing of the  Court
of  Appeal  for the Federal Circuit in Winstar Corp., et  al.  v.
United States, a pending action which Admiral management believes
to contain a substantially similar fact pattern.

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

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

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

     Subsequent  to the United States Supreme Court  decision  in
Winstar,  the stay on Admiral's litigation proceedings  has  been
lifted.   Admiral's  Motion for Summary Judgment,  together  with
several other motions, claims and counter-claims filed by all the
Parties  to the litigation, was heard at the United States  Court
of  Claims  on  December 18, 2001, and on January 10,  2002.   On
October  16, 2002, the Court of Federal Claims found  the  United
States  Government liable for damages to Admiral, for a  material
breach   of   contract.   Damage  trial  hearings  are  currently
scheduled to begin on December 2, 2002.


                                7
<PAGE>


     While  the Supreme Court's ruling in U.S. v. Winstar  Corp.,
et  al.,  serves to support Admiral=s legal claims in its pending
lawsuit  against  the federal government, it is not  possible  at
this time to predict what effect the Supreme Court's ruling,  and
the  subsequent rulings of a lower court concerning damages, will
have  on  the outcome of Admiral's lawsuit.  Notwithstanding  the
Supreme  Court's  ruling and the recent ruling of  the  Court  of
Federal  Claims  in the Admiral case, there can be  no  assurance
that Admiral will be able to recover any funds arising out of its
claim  and, if any recovery is made, the amount of such recovery.
The  Admiral decision can be found on the Court of Federal Claims
website at http://www.uscfc.uscourts.gov/winstar.htm.
           -----------------------------------------

     Since Haven was the only significant asset owned by Admiral,
the Admiral common stock has little or no continuing value.

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

     Admiral  is  currently inactive, and awaiting  the  ultimate
outcome  and  results  of  the Company=s Winstar-type  litigation
against  the  United  States government for breach  of  contract.
There  is no corporate liquidity, no available capital resources,
and   no   immediately  foreseeable  prospects  for  the   future
improvement of Admiral's financial picture.

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

Comparison of Three Months Ended December 31, 2003 and 2002
-----------------------------------------------------------

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

Comparison of Six Months Ended December 31, 2003 and 2002
---------------------------------------------------------

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


                                                PART II - OTHER INFORMATION
                                                ---------------------------
Item 1.   Legal Proceedings

     Admiral  did  not become involved in any new material  legal
     proceedings during the period covered by this report.


Item 2.   Changes in Securities

     Not applicable.


Item 3.   Defaults Upon Senior Securities

     Not applicable.


Item 4.   Submission of Matters to a Vote of Security Holders

     Not applicable.


Item 5.   Other Information

     Not applicable.


Item 6.   Exhibits and Reports on Form 8-k

     Not applicable.


<PAGE>


                              SIGNATURES
                              ----------


     Pursuant to the requirements of the Securities Exchange  Act
of  1934, the Registrant has duly caused the report to be  signed
on its behalf by the undersigned thereunto duly authorized.


                                   ADMIRAL FINANCIAL CORP.
                                   (Registrant)




Date:  February 13, 2004           By:  /s/ Wm. Lee Popham
                                      ------------------------------
                                      Wm. Lee Popham, President


Date:  February 13, 2004           By:  /s/ Wm. Lee Popham
                                      ------------------------------
                                      Wm. Lee Popham, Principal
                                      Financial and Accounting Officer



<PAGE>