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, 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 September 30, 2005: 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                                     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
             ------                            September 30, 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 Sept 30
                            --------------------------
                             2005               2004
                            ------             ------
<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 September 30
                                                       -------------------------------
                                                           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 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, 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


                                  4
<PAGE>



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. 2005 and 2004
------------------------------------------------------------

       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


    31.1    Certification of Chief Executive Officer and Chief
            Financial Officer Pursuant to 18 U.S.C. Section 1350,
            as Adopted Pursuant to Section 302 of the
            Sarbanes-Oxley Act of 2002

    32.1    Certification of the Chief Executive Officer and
            Chief Financial Officer pursuant to 18 U.S.C.
            Section  1350, as adopted pursuant to Section 906
            of the Sarbanes-Oxley Act of 2002.



                                  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 11, 2005         By: /s/ Wm. Lee Popham
                                     -----------------------------------
                                      Wm. Lee Popham, President


Date:   November 11, 2005         By: /s/ Wm. Lee Popham
                                     ------------------------------------
                                      Wm. Lee Popham, Principal Financial
                                      and Accounting Officer





                                  6
<PAGE>