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, 2005

                                   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, 2005: 10,985,000



<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                                       4



                          PART II

                    OTHER INFORMATION

Item 1.    Legal Proceedings                                           5

Item 2.    Changes in Securities                                       5

Item 3.    Defaults Upon Senior Securities                             5

Item 4.    Submission of Matters to a Vote of Security Holders         5

Item 5.    Other Information                                           5

Item 6.    Exhibits and Reports on Form 8-K                            5






<PAGE>




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

                           ADMIRAL FINANCIAL CORP.
                              AND SUBSIDIARY

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

             Assets
             ------                             December 31, 2005     June 30, 2005
                                                  (Unaudited)          (Unaudited)
                                                 --------------      --------------
<S>                                              <C>                 <C>

Cash                                             $            0      $            0
Prepaid expenses and other assets                             0                   0
Net assets of Haven Federal Savings and
    Loan Association (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
                                -------------------------  -------------------------
                                   2005          2004          2005         2004
                                  ------        ------        ------       ------
<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
                                                  ------------------------------
                                                           2005     2004
                                                          ------   ------
<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,
               2005 and 2004.

                                             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  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

                                  4
<PAGE>



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 December 31. 2004 and 2003
-----------------------------------------------------------

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

Comparison of Six Months Ended December 31. 2004 and 2003
---------------------------------------------------------

     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.



                                  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: February 13, 2006         By:  /s/ Wm. Lee Popham
                                   -----------------------------------
                                   Wm. Lee Popham, President


Date: February 13, 2006         By:  /s/ Wm. Lee Popham
                                   -----------------------------------
                                   Wm. Lee Popham, Principal Financial
                                   and Accounting Officer


                                  6
<PAGE>