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 September 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.
                         -----------------------

     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 September 30, 2004: 10,985,046

<PAGE>

                  ADMIRAL FINANCIAL CORP. AND SUBSIDIARY

                            TABLE OF CONTENTS

                                FORM 10-Q

                                  PART I

                          FINANCIAL INFORMATION


Item 1.   FINANCIAL STATEMENTS

          Consolidated Balance Sheets                            1

          Consolidated Statements of Operations                  2

          Consolidated Statements of Cash Flows                  3

          Notes to Consolidated Financial Statements             4

Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          CONSOLIDATED FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS                                  5



                                 PART II

                            OTHER INFORMATION

Item 1.   Legal Proceedings                                      8

Item 2.   Changes in Securities                                  8

Item 3.   Defaults Upon Senior Securities                        8

Item 4.   Submission of Matters to a Vote of Security Holders    8

Item 5.   Other Information                                      8

Item 6.   Exhibits and Reports on Form 8-K                       8



<PAGE>


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


                         ADMIRAL FINANCIAL CORP.
                              AND SUBSIDIARY

                       Consolidated Balance Sheets
                                ($Dollars)
<TABLE>
<CAPTION>

                                            September 30, 2004   June 30, 2004
                                            ------------------   -------------
                                                (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 Sept 30
                                        -------------------------------------
                                            2004                      2003
                                        -------------             -----------
<S>                                     <C>                       <C>
Interest Income                                     0                       0
Other income                                        0                       0
                                        -------------             -----------
     Total income                                   0                       0

Expense
     Employee Compensation                          0                       0
     Other                                          0                       0
                                        -------------             -----------

     Total expense                                  0                       0

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

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

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

Weighted average number
   of shares outstanding                   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>
                                                     Three Months Ended Sept 30
                                                -------------------------------------
                                                    2004                      2003
                                                -------------             -----------
<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
               prior 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 month period ended September  30,  2004
               and 2003.


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

         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  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 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.

     On  August  5, 1993, Admiral filed a Complaint  against
the  United States of America in the United States Court  of


                             4

<PAGE>


Federal  Claims, arising in part out of contractual promises
made  to  Admiral  by the United States' Government,  acting
through  the Federal Home Loan Bank Board ("FHLBB") and  the
Federal  Savings  and  Loan Insurance Corporation  ("FSLIC")
pursuant  to  their  statutory  supervisory  authority  over
federally insured savings and loan institutions and  savings
banks  (hereinafter  referred  to  a  "thrifts"  or  "thrift
institutions"), and in part out of takings  of  property  by
the  FHLBB  and  FSLIC  in  the course  of  exercising  that
authority.   On  October  16, 2002, the  Court  granted  the
Admiral Motion for Summary Judgment in part, by finding that
the  United States Government liable for damages for  breach
of  contract,  pending the taking of testimony  regarding  a
possible  prior  material breach by Admiral.   A  trial  was
conducted  during  December 2002, and  testimony  was  taken
regarding the value of the assets originally contributed  by
Admiral,  and the Government's arguments regarding Admiral's
prior material breach were heard by the Court.  On August 1,
2003,   the  Court  held  in  favor  of  the  United  States
Government,  stating  that Admiral  had  committed  a  prior
material  breach when the Company did not meet  the  minimum
capital requirement at March 31, 1989, despite the fact that
FIRREA  was enacted (on August 9, 1989) prior to the end  of
Admiral's  "cure period" (October 16, 1989), thereby  making
such  a  cure impossible to perform.  Admiral appealed,  and
the  finding of the Court of Federal Claims was affirmed  in
August  2004.  Admiral will not pursue this  litigation  any
further.

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.

Comparison of Three Months Ended September 30. 2004 and 2003
------------------------------------------------------------

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



                             5

<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:     November 13, 2004     By:  /s/ Wm. Lee Popham
                                   ------------------------------------
                                   Wm. Lee Popham,
                                   President


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
























                             6

<PAGE>