Admiral Financial Corp – ‘10-K405’ for 6/30/90

As of:  Thursday, 9/5/96   ·   For:  6/30/90   ·   Accession #:  950170-96-737   ·   File #:  0-17214

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                29    113K 
 2: EX-27     ƒ Financial Data Schedule (Pre-XBRL)                     1      6K 

10-K405   —   Annual Report — [x] Reg. S-K Item 405
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 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, 1990

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.)

825 ARTHUR GODFREY ROAD                                       
MIAMI BEACH, FLORIDA                               33140    
-----------------------                             -----     
(Address of principal executive office)                  (Zip Code)             

Registrant's telephone number, including area code: 305-672-5800
                                                    ------------

Securities registered pursuant to Section12(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 was $0 on September 28, 1990.                                    

Number of shares of common stock outstanding as of September 28, 1990, was      
10,985,046.                                                                     

DOCUMENTS INCORPORATED BY REFERENCE 

NONE

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 ADMIRAL FINANCIAL CORP.

 FORM 10-K

 TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

Part I

Item 1.           Business                                                    1 
Item 2.           Properties                                                  7 
Item 3.           Legal Proceedings                                           7 
Item 4.           Submission of Matters to a Vote of                            
                    Security Holders                                         7

 Part II

Item 5.           Market for the Registrant's Common Stock                      
                    and Related Security Holder Matters                      8
Item 6.           Selected Consolidated Financial Data                        8 
Item 7.           Management's Discussion and Analysis of                       
Consolidated Financial Condition and  
                    Results of Operations                                    9
Item 8.           Consolidated Financial Statements                          12 
Item 9.           Disagreements on Accounting and Financial                     
                    Disclosure                                              12

Part III

Item 10.          Directors and Executive Officers of the                       
                    Registrant                                              12
Item 11.          Executive Compensation                                     13 
Item 12.          Security Ownership of Certain Beneficial                      
                    Owners and Management                                   15
Item 13.          Certain Relationships and Related Transactions             15 

 Part IV

Item 14.          Exhibits, Financial Statement Schedules and                   
                    Reports on Form 8-K                                     16

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PART I

ITEM 1.           BUSINESS.                                                     

GENERAL                                                                         

Admiral Financial Corp. ("Admiral") is currently an inactive  
corporation, with no ongoing business activity.                                 

     Admiral 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 ("Haven") on June 16, 1988. Admiral  
had no prior operating history.                                                 

         Haven was a Federally chartered stock savings and loan association that
had been conducting its business in Winter Haven, Florida, since 1964. In       
addition to its main office, Haven had four branch offices in Polk County which 
were located in central Florida. A large portion of the population of Polk      
County consists of retired persons on fixed incomes so that the operations of   
the Association are dependent primarily on the needs of this community and are  
relatively unaffected by the prosperity of any of the businesses located in its 
primary market area.                                                            

  As a direct result of the enactment of The Financial Institution
Reform, Recovery and Enforcement Act of 1989 ("FIRREA"), the United States      
government disregarded its prior commitments, obligations, and agreements with  
Admiral and Haven, retroactively applied new capital standards to Haven,        
declared Haven to be insolvent and in default of certain provisions of the very 
agreement that the federal government refused to further recognize and abide by,
and confiscated the net assets of Haven on March 2, 1990.                       

   Admiral's sole significant asset was its investment in Haven, and
Admiral has been reduced to an inactive corporate shell.                        

THE HAVEN ACQUISITION                                                           

   Admiral acquired Haven on June 16, 1988. The acquisition occurred
through a contributed property exchange, whereby Admiral issued 8,000,000 new   
common shares in exchange for assets (primarily real estate and a profitable    
business engaged in the purchase and redemption of Florida tax sale             
certificates) having fair market values 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)    
during the ensuing sixteen month application and negotiation process with       
federal regulatory authorities, for a net fair value equity contribution of     
approximately $12 million. Admiral then contributed virtually all of these net  
assets and liabilities to the capital of Haven, while simultaneously issuing an 
additional 987,000 new common shares of Admiral to the former Haven             
shareholders, 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, and no operations other than its investment in 
Haven, and all active business operations were carried on through Haven.        

        Prior to the consideration of any of the equity capital contributed by
Admiral in the exchange, the fair value of Haven's liabilities assumed by       
Admiral, plus the cost of acquisition, was determined to have exceeded the fair 
market value of Haven's tangible assets acquired by approximately $14,902,000,  
of which approximately $5,374,000 was attributable to the estimated intangible  
value of Haven's deposit base and approximately $548,000 to the estimated       
intangible value of Haven's mortgage loan servicing portfolio. The balance of   
approximately $8,980,000 was recorded under generally accepted accounting       
principles (GAAP) by                                                            

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Haven as excess cost over net assets acquired ("Goodwill"). The acquisition was 
accounted for as if it occurred on June 30, 1988. The purchase method of        
accounting was used to record the acquisition and, accordingly, all assets and  
liabilities of Haven were adjusted to their estimated fair value as of the      
acquisition date.                                                               

    By way of a Resolution (the "Agreement") dated April 26, 1988, the
Federal Home Loan Bank Board ("FHLBB") approved the acquisition of control of   
Haven by Admiral. A condition of the Agreement authorizing the acquisition      
required that Admiral account for the acquisition of Haven under the "purchase" 
method of accounting, whereby an asset in the nature of "Supervisory Goodwill"  
would be calculated in accordance with the "Regulatory Accounting Principles"   
(RAP) then in effect. Supervisory Goodwill was 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 Supervisory Goodwill of approximately $20  
million was, in accordance with the Agreement, to be amortized against future   
earnings over a period of twenty-five years.                                    

    Also in accordance with the Agreement, Haven was credited with new
capital under RAP accounting, 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.                         

 In accordance with GAAP, however, the contributed equity values
reported to Admiral's shareholders was the net historical book value of         
$596,812, net of approximately $1.05 million of out-of-pocket professional fees,
expenses, and other transaction costs associated with the supervisory           
acquisition, and not the appraised net fair market equity values of $13 million.

        As an integral part of Admiral's application to acquire Haven, Admiral
filed a Business Plan of proposed operations calling for a significant growth of
earning assets, and an increase in low-cost deposits and other lower-cost       
liabilities to refinance Haven's relatively high cost of funds. This growth was 
to be generated both internally, and by acquisitions of other branches and      
thrifts. The FHLBB Agreement approved Admiral's Business Plan.                  

   In exchange for the favorable accounting treatments regarding the
Supervisory Goodwill and the resulting calculation of RAP equity, the Agreement 
imposed a number of conditions upon Admiral. Specifically:                      

        Admiral was required to record the supervisory acquisition transaction
 utilizing the "purchase" method of accounting, resulting in the
    recognition of the maximum amount of Supervisory Goodwill possible
   (approximately $20 million) under any allowable method of current
accounting theory.                                            

       Admiral agreed that it would cause the regulatory capital of Haven to
       be maintained at a level at or above the quarterly minimum regulatory
         capital requirement and, if necessary, infuse additional equity capital
sufficient to comply with this requirement.                   

    Should Admiral default in this provision and be unable to cure the
      default within 90 days, the FSLIC could exercise any right or remedy
       available to it by law, equity, statute or regulation. In addition to
         the rights that were available to the FSLIC by virtue of the Agreement,
        whenever any savings and loan association fails to meet its regulatory
    capital requirement, the FHLBB and the FSLIC (or their successors)
 could take such actions as they deem appropriate to protect the
Association, its depositors and the FSLIC.                    

  Admiral agreed that it would cause Haven to liquidate all of the
        contributed real estate according to a schedule specified by the FHLBB
as follows: 37.5%                                             

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     of the market value of the properties (as determined by the FHLBB's
        District Appraiser) by March 31, 1989, an additional 12.5% by June 30,
1989, and an additional 12.5% during each succeeding quarter. 

        If Admiral defaulted in this regard, it could be subject to forfeiture
        of 100% of its Haven stock. The FSLIC would have the right to vote the
      Haven stock, remove Haven's Board of Directors and/or dispose of the
stock of Haven.                                               

        Admiral acquired Haven solely with private equity capital. At no point
in time during the sixteen month application process were any discussions held  
with FHLBB personnel regarding offers or requests for federal assistance        
payments, capital assistance notes, or any other form of federal payments (which
had been made available to many other purchasers of insolvent thrifts), to      
compensate Admiral or Haven in connection with Admiral having recapitalized an  
insolvent thrift with a $15 million negative net worth on the supervisory       
acquisition date.                                                               

HAVEN OPERATIONS SUBSEQUENT                                                     
TO THE ACQUISITION                                                      

   After three consecutive pre-acquisition years of operating losses
averaging more than $3 million per year, Haven reported a regulatory profit for 
the month of December, 1988, merely six months after Admiral's supervisory      
acquisition and contribution of equity capital. Earning assets increased by more
than $50 million, high-cost liabilities were successfully refinanced, an        
unprofitable branch was closed, high-interest commercial loans and credit card  
lending were introduced, a profitable contributed business that invested in     
Florida tax sale certificates was producing relatively high interest yields, the
contributed real estate required to be sold was being marketed and liquidated in
a timely manner, and an application was filed to acquire a one-branch thrift in 
Dade County, Florida.                                                           

         On June 20, 1988, four days after the successful completion and closing
of the Haven acquisition, Admiral filed an application to acquire a one-branch  
troubled thrift with assets of approximately $50 million, in Dade County,       
Florida. Such application was made in accordance with the Business Plan         
previously filed and agreed to by the FHLBB, in order to achieve a timely growth
of earning assets by acquisition, and to gain access to a market where Admiral  
management might be able to attract a new, and possibly significant, low-cost   
deposit base. Admiral management never received any written acknowledgment or   
response to this application from the FHLBB, but was informed in a September    
1988 telephone conversation that (contrary to its previous approval of the      
Business Plan) no action would be taken until all of the contributed assets were
sold by Haven. Despite the projections and assumptions contained in the approved
Business Plan of Haven, it became apparent to Admiral management that it might  
be two years before Haven would be allowed to grow into profitability.          

        In October 1988, Haven requested permission from the appropriate FHLBB
supervisory personnel to provide arm's-length seller financing to a prospective 
purchaser of a significant portion of the contributed property, at terms and    
rates that would have been favorable to Haven. In December 1988 Haven was       
informed in writing by FHLBB supervisory personnel that they could think of "no 
circumstances" where, in the opinion of Haven's Supervisory Agent, it would be  
appropriate for a real estate lending institution like Haven to provide a       
secured purchase money first mortgage in connection with the sale of any of the 
contributed real estate. Immediately thereafter, Admiral management was summoned
to a meeting with FHLBB supervisory personnel in Atlanta, and informed that     
despite deteriorating economic conditions,the FHLBB would not hesitate to cause 
Admiral to forfeit Haven at the first opportunity, should Haven fail to meet the
real estate liquidation schedule contained in the Agreement. These conditions   
included (1) a rising trend in mortgage rates; (2) a softening trend in the     
commercial real estate market due to a general tightening of regulatory controls
with respect to commercial real estate loans; and (3) Haven's inability to offer
any seller mortgage financing with respect to any real estate to be sold.       
Furthermore, while Admiral and Haven had the right                              

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to request a hearing with the FHLBB, Admiral management was told that the       
Hearing Officer would be the same supervisory person attending the current      
meeting, and any request for extensions of time (or any other form of leniency) 
would be immediately denied, with no other remedy or form of appeal available.  

        In October and November 1988, Haven acquired, for investment purposes,
$50 million of government-insured GNMA securities, collateralized by 30-year    
government- insured mortgage loans, with average yields approaching 10% per     
annum, and financed these purchases with short-term borrowings in the form of   
30-day renewable repurchase agreements ("repo's"), at annualized interest rates 
of approximately 7%. These loans were anticipated to be reduced as Haven's      
deposit base grew. In January 1989, however, as repo interest rates climbed     
above 9% per annum, Haven and Admiral management were ordered in writing to     
immediately sell the GNMA securities, because the financing of long-term loans  
with short-term liabilities (almost as short-term as demand deposits) was       
considered to be an "unsafe and unsound business practice." These highly-liquid 
securities were sold (at a small profit) the same day that the letter was       
received from the Supervisory Agent. Had they been retained in accordance with  
Haven management's business and investment decision, management estimates that  
Haven would have earned an additional $1.5 million by June 30, 1989 (including  
unrealized gains resulting from a generally falling interest rate environment), 
thereby further offsetting losses required to be recognized from the "fire sale"
of certain of the contributed real estate assets, discussed below. By this time,
it had become clear to Admiral and Haven management that the FHLBB supervisory  
personnel were in control of the day-to-day business and economic decisions     
affecting the future profitability of Haven.                                    

       In spite of (1) Admiral having published a prospectus/proxy statement
and several other public documents containing the terms of the Agreement with   
respect to the forced sale schedule for the contributed real estate (and the    
resulting penalties for failure to liquidate the real estate according to the   
schedule), so that potential purchasers would wait until the last minute before 
making extremely low offers on Haven's real estate for sale (and knowing that   
some offer would have to be accepted); (2) the United States economy having     
entered a "real estate recession" as a direct result of unfavorable changes in  
the federal income tax laws affecting real estate ownership; (3) changes in     
federal commercial banking regulations allowing commercial banks to commit less 
capital and surplus to residential mortgage loans than virtually any other form 
of commercial loan; and (4) Admiral and Haven's determination to make every     
effort to comply with all provisions of the Agreement even if the federal       
government refused to acknowledge their own obligations, 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 to losses sustained as a   
result of liquidating one single, large commercial property included in the     
stated real estate under what can only be described as "fire sale" conditions,  
on the last possible day under the Agreement, in order to meet the time         
schedules mandated by the FHLBB in the Agreement. This loss, together with other
operating losses and goodwill amortization expenses, caused Haven to fail to    
meet its minimum capital requirement as of March 31, 1989, and at all times     
thereafter.                                                                     

   For the fiscal year ended June 30, 1989, Haven experienced a "Net
Interest Income" (similar to a "Gross Profit" for commercial business           
operations) of $1.635 million, as opposed to a Net Interest Expense of ($.163   
million) for the fiscal year immediately preceding Admiral's supervisory        
acquisition of Haven. These results represented a significant turnaround for    
Haven during the first year of post- supervisory acquisition operations, even   
though Admiral and Haven management were only allowed to make their own major   
business and investment decisions for the first six months of operations        
following the supervisory acquisition of Haven.                                 

EFFECTS OF FIRREA                                                               

        The Financial Institution Reform, Recovery and Enforcement Act of 1989

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("FIRREA") was introduced on February 5, 1989, and enacted into law on August 9,
1989. FIRREA mandated changes to the existing law governing depository          
institutions in general and, more specifically, the laws governing savings      
associations and their holding companies.                                       

        FIRREA abolished both the FHLBB and the FSLIC, and vested their powers
and authorities in three entities--the Office of Thrift Supervision ("OTS"), the
Federal Housing Finance Board ("FHFB") and the Federal Deposit Insurance        
Corporation ("FDIC"). OTS, established as an office in the Department of        
Treasury, assumed all of the FHLBB's (and certain of the FSLIC'S) regulatory,   
rulemaking and supervisory authorities. The FDIC assumed corporate and          
receivership capacities with respect to savings associations, and acts as the   
administrator of the Savings Association Insurance Fund ("SAIF"), which is the  
insurer of savings associations' deposits formerly insured by the FSLIC. The    
FDIC continues to insure bank deposits in a separate fund and has the authority 
to conduct special examinations of all insured institutions in certain          
circumstances. The 12 regional Federal Home Loan Banks will be supervised by the
FHFB, will no longer serve in a supervisory capacity for savings associations,  
but will continue to provide credit to their members.                           

   FIRREA imposed, by no later than December 7, 1989, more stringent
capital requirements upon savings institutions than those previously in effect. 
In addition, FIRREA includes provisions for changes in the Federal regulatory   
structure for institutions including a new deposit insurance system, increased  
deposit insurance premiums and restricted investment activities with respect to 
non-investment grade corporate debt and certain other investments. FIRREA also  
increases the required ratio of housing-related assets in order to qualify as an
insured institution.                                                            

     FIRREA contained provisions for new capital standards that required
institutions to have a minimum regulatory tangible capital equal to 1.5% of     
total assets and a minimum 3.0% leverage capital ratio by no later than December
7, 1989. The ability to include qualifying supervisory goodwill for purposes of 
the leverage capital ratio requirement would be phased out by January 1, 1995.  
In addition, institutions were required to meet a risk-based capital            
requirement. In all cases, the capital standards were also required to be no    
less stringent than standards applicable to national banks. Currently, national 
banks are required to maintain a primary capital-to-assets ratio of 5.5% and a  
total capital-to-assets ratio of 6.0%. Because of these provisions of FIRREA    
relating primarily to the treatment of Supervisory Goodwill and other intangible
assets, management estimates that Admiral would have been required under the    
Agreement to infuse additional capital of approximately $18 million by December 
7, 1989. Had FIRREA been in existence on the date Admiral acquired Haven, Haven 
would have had a tangible capital deficiency of approximately $15 million. To   
meet the minimum regulatory capital requirement as of the original acquisition  
date, Admiral would have been required to fund approximately $14 million, in    
addition to the assets which were originally contributed with an appraised      
equity value of approximately $11 million for regulatory capital purposes.      

       With nearly $20 million of Supervisory Goodwill on the books and only
$11 million of contributed capital (thereby resulting in a negative tangible net
worth in excess of $8 million, and an immediate shortfall of qualifying capital 
in excess of nearly $15 million) on the date of the supervisory acquisition of  
Haven by Admiral, Haven did not meet these new capital requirements imposed by  
FIRREA.                                                                         

         The FHLBB, in a supervisory letter dated March 31, 1989, designated the
Association as a "troubled institution" subject to the requirements of the      
office of Regulatory Activities Regulatory Bulletin 3a ("RB3a"). A troubled     
institution under RB3a is subject to various growth restrictions concerning     
deposit accounts and lending activities. Haven was directed to "shrink" its     
asset and deposit base, thereby assuring future operating losses.               

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REGULATORY CAPITAL DEFICIENCY AND DEFAULT                                       

     As of March 31, 1989, Haven's regulatory capital fell approximately
$580,000 below its minimum regulatory capital requirement. As of June 30, 1989, 
Haven's regulatory capital was approximately $2.3 million below the minimum     
regulatory requirement. This regulatory capital deficiency was a result of the  
Association's substantial operating losses incurred as a result of the directive
from FHLBB supervisory personnel to "shrink" the assets and deposits of Haven,  
and the sale of certain parcels of contributed real estate, under circumstances 
that could only be described as a "fire sale," at amounts which approximated    
predecessor cost, rather than at the substantially higher appraised values      
(which had previously been reviewed and approved by the appropriate regulatory  
authorities). In addition, due to Haven's inability to continue operations      
without a significant capital infusion or other source of recapitalization, the 
value of the Association's excess cost over net assets acquired (Goodwill) was  
considered permanently impaired and, accordingly, the entire balance was written
off at June 30, 1989.                                                           

    Admiral was notified by the FHLBB on July 17, 1989, that since the
regulatory capital deficiency had not been corrected, Admiral was in default of 
the Agreement and had 90 days (i.e., until October 18, 1989) to cure the        
default. Admiral management was directed to resign any positions held at Haven, 
Haven personnel were directed to cease communications with Admiral, and to      
abandon any efforts to meet the contributed real estate liquidation schedule    
contained in the Agreement. Admiral did not infuse the additional capital       
required, and the net assets of Haven were confiscated by the federal government
on March 2, 1990.                                                               

       Due to the regulatory capital requirements imposed by FIRREA, even if
Admiral were able to infuse the approximate $2.3 million June 30, 1989          
regulatory capital deficiency and cure the default, the cure would have only    
been temporary. Because of certain provisions of FIRREA relating primarily to   
the treatment of intangible assets, management estimates that Admiral would have
been required to infuse additional capital of approximately $18 million by the  
December 7, 1989 date specified by the new law. Had the FIRREA requirements been
effective and fully phased in at the time of the acquisition, Haven would have  
had a tangible capital deficiency of approximately $18 million as of the        
acquisition date; and to meet the capital requirements, Admiral would have had  
to fund approximately $14 million, in addition to the assets which were         
contributed with an appraised equity value of approximately $11 million for     
regulatory capital purposes.                                                    

         As of September 30, 1989, Haven had not met the contributed real estate
sale schedule. On September 27, 1989, the Association received a letter from its
Supervisory Agent in which the Supervisory Agent agreed not to enforce its      
rights upon a default in the real estate sale schedule until November 1, 1989.  
The net assets of Haven were confiscated by the federal government on March 2,  
1990.                                                                           

DISCONTINUED OPERATIONS                                                         

Because of FIRREA, discussed below, and the impact of certain 
requirements imposed by the Federal Home Loan Bank Board ("FHLBB") and the      
Federal Savings and Loan insurance Corporation ("FSLIC") upon Admiral and upon  
the operations of Haven, Admiral's management determined that the initial       
economic decisions leading to the acquisition, recapitalization and operation of
Haven had been frustrated by FIRREA, and the only remaining alternative         
available to Admiral was to sell or merge Haven, and withdraw from the savings  
and loan business. Once Haven was divested, Admiral would have no other         
operations.                                                                     

   In the meantime, Admiral and Haven applied, immediately after the
enactment of FIRREA, for relief from the requirements of 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 applied for federal assistance payments under a FIRREA relief provision   
which management believed was intended to be applicable to prior acquirers of   
insolvent thrift                                                                

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institutions in supervisory acquisitions, where a significant amount of         
"supervisory goodwill" is involved, and those acquirers were being treated by   
the effects of the new legislation as if they had been the persons who had      
caused the thrift to become insolvent in the first place. Admiral management was
never notified of any action taken or hearing scheduled in connection with the  
various forms of relief being sought.                                           

         Because of all of the circumstances enumerated above, Admiral attempted
to dispose of its Haven common stock and to secure a release of its obligations 
under the Agreement either through a merger, an acquisition or a tender of its  
Haven common stock to the FHLBB or its successor in the event that the          
Association's applications for specific relief were not approved.               

The net assets of Haven were confiscated on March 2, 1990.    

        Due to Admiral's intent to dispose of its control of Haven, by merger,
sale or tender of the shares to the FHLBB, and since Haven no longer existed    
after March 2, 1990, the net assets and net liabilities of the Association have 
been segregated and presented as individual line items in the June 30, 1990,    
1989 and 1988 consolidated balance sheets.                                      

ITEM 2.           PROPERTIES.                                                   

 Admiral Financial Corp.'s principal office is located in Miami,
Florida. The Company is currently being allowed to share, free of charge,       
certain office facilities and office equipment located at 825 Arthur Godfrey    
Road, Miami Beach, Florida 33140. Admiral does not have any lease obligations.  

ITEM 3.           LEGAL PROCEEDINGS.                                            

     As of June 30, 1990, Admiral was not involved in any material legal
proceedings.                                                  

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.          

Not Applicable.                                               

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 PART II

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

        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. During the year, Admiral was notified by NASDAQ that Admiral's net 
worth did not meet the minimum standards for listing on the NASDAQ 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.              

    Since September 30, 1989, Admiral's shares have been listed in the
"over-the-counter market on the OTC Bulletin Board. There is no firm currently  
making a market in Admiral's stock.                                             

         The following table sets forth, for the periods indicated, the high and
low sales prices as reported by NASDAQ.                                         

                                      ASK                        BID
                                     --------------             --------------
                                     HIGH       LOW             HIGH       LOW
                                     ----       ---             ----       ---

1989:                                                         
                First Quarter       1 3/8     1 1/4           1          7/8
                Second Quarter      1-1/4       7/8           1          1/2
                Third Quarter       1-1/4       1/2           3/4        1/4
                 Fourth Quarter        1/2       3/16          1/4        3/32

1990:                                                         
                 First Quarter         3/16      1/16          1/8        1/32
               Second Quarter         0         0             0          0
               Third Quarter          0         0             0          0
               Fourth Quarter         0         0             0          0

As of June 30, 1990, there were 492 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 the Contributed
Property Exchange Offer and Merger with Haven and has no operating history.     
Admiral's acquisition of Haven occurred on June 16, 1988, and has been accounted
for as if it occurred on June 30, 1988. Therefore, the following table sets     
forth selected consolidated financial data for the operations of Haven, the     
predecessor company, for the three years ended June 30, 1988, and for Admiral   
for the two years ended June 30, 1990. In addition, selected consolidated       
financial data on the financial position of Admiral is shown as of June 30,     
1990, 1989 and 1988. Such information is qualified in its entirety by the more  
detailed information set forth in the consolidated financial statements and the 
notes thereto included elsewhere herein.                                        

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                                                             YEAR ENDED JUNE 30,                  
                                       ---------------------------------------------------------  
                                         1990        1989         1988         1987         1986  
                                         ----        ----         ----         ----         ----  
                                               (Dollars in thousands except per share data)       
                                                                                                  

Admiral income                         $    2         --           --           --           --   
Haven:                                                                                            
Interest income                          --         19,816       16,107       18,968       21,038 
Interest expense                         --         17,939       15,302       17,720       20,843 
         Net interest income           ------      -------      -------      -------      ------- 
         before provision                                                                         
         for loan losses                                                                          
         (expense)                          2        1,877          805        1,248          195 

Provision for loan losses                --           (242)        (968)        (623)      (4,100)
         Net interest income           ------      -------      -------      -------      ------- 
         (expense) after                                                                          
         provision for                                                                            
         loan losses                        2        1,635         (163)         625       (3,905)

         Loss before extraordinary                                                                
         item and cumulative effect                                                               
         of change in accounting                                                                  
         principle                        (79)     (13,937)      (3,434)      (2,885)      (3,421)
Extraordinary item                                     124         --           --           --   
Cumulative effect of change in                                                                    
         accounting principle            --           --           --           --            250 
                                       ------      -------      -------      -------      ------- 
                  Net earnings (loss)  $  (79)     (13,813)      (3,434)      (2,885)      (3,172)
                                       ======      =======      =======      =======      ======= 

Earnings (loss) per share              $(0.01)       (1.26)       (3.48)       (2.92)       (3.21)

                               YEAR ENDED JUNE 30,
                               -------------------
                                1990       1989         1988
                                ----       ----         ----
                                  (Dollars in thousands except per share data)

Net assets of Haven                       $--      196,801      220,881         
Total assets                               61      196,886      221,084         
Net liabilities of Haven                   --      209,964      220,263         
Total liabilities                          24      210,008      220,263         
Total stockholders' equity (deficit)       37      (13,122)         692         
Book value (deficit) per common share     .01        (1.19)         .06         
Number of offices of Admiral                1            1            1         

ITEM 7.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.        

RESULTS OF OPERATIONS                                                           

Admiral was formed in 1987 and had no operations until its acquisition of       
Haven on June 16, 1988. the acquistion was accounted for as though it had       
occured on June 30, 1988, so that the two years ended June 30, 1990 and 1989 are
the first years during which Admiral reported operations. Admiral's only        
significant asset is its investment in Haven and, therefore, the opreations     
being reported on are primarily those of its subsidiary, the predecessor        
registrant Haven.                                                               
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COMPARISON OF YEARS ENDED JUNE 30, 1990 AND 1989                              

 GENERAL. Net loss for 1990 was $79,030 or $0.01 per share. this
compares to a net loss for 1989 of $13,316 or $41.26 per share. the significant 
decrease in the net loss in 1990 compared to 1989 is due primarily to the 1989  
write-off of the entire remaining balance of the excess cost over net assets    
acquired (Goodwill), as well as the anticipation of losses from the fire-sale of
the contributed real estate, totaling more than $11,500,000. loss from          
operations in 1989 of $2.3 million was incurred primarily as a result of        
business and investment decisions and directives from Supervisory Authorities to
"shrink" earning asset base. The following illustrates the major differences    
between 1990 and 1989:                                                          

                                                 YEAR ENDED JUNE 30,
                                                 -------------------
                                                    1990            1989
                                                    ----            ----

        Loss from operations                         $79,030      $  2,303,726
Amortization of goodwill and deposit                          
                base intangible                            0         1,749,070
(Income) from real estate operations                            
including gain from sales and                 
                 early extinguishment of debt               0           (72,554)
Provision for estimated loss on real                          
                estate sales                               0         2,065,000
        Goodwill write-off                                 0         7,768,074

                                                     -------      ------------
                Net loss                             $79,030      $ 13,813,316
                                                     =======      ============

        TOTAL INCOME.  Income increased slightly in 1990 to $2,335 from $1,504
in 1989. Admiral sold its furniture and equipment during 1990.                  

        COMPENSATION EXPENSE. Compensation expenditures were eliminated during
fiscal 1990, when all employees were terminated. Consequently, compensation     
expense decreased from $60,080 in 1989 to $26,731 in 1990.                      

        TOTAL OTHER EXPENSE. Other expense items were eliminated during fiscal
1990, when all employees were terminated, Admiral's offices were vacated, and   
Admiral became inactive. Consequently, other expense decreased from $66,530 in  
1989 to $54,634 in 1990.                                                        

COMPARISON OF YEARS ENDED JUNE 30, 1989 (ADMIRAL)                               
AND 1988 (HAVEN, THE PREDECESSOR REGISTRANT)                                

     GENERAL. Net loss for 1989 was $13,813,316 or $1.26 per share. This
compares to a net loss for 1988 of $3,434,454 or $3.48 per Haven share. The     
increased net loss in 1989 compared to 1988 is due primarily to the 1989        
write-off of the entire remaining balance of the excess cost over net assets    
acquired (Goodwill), as well as the anticipation of losses from the "fire-sale" 
of the contributed real estate, totaling more than $11,500,000. Haven's loss    
from operations in 1989 of $2.3 million, while significantly less than the 1988 
loss from operations in the amount of $3,126,972, was negatively impacted       
primarily as a result of business and investment decisions and directives from  
Supervisory Authorities to "shrink" earning asset base. The following           
illustrates the major differences between 1989 and 1988:                        

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                                                   YEAR ENDED JUNE 30,
                                                   -------------------
                                                     1989         1988
                                                     ----         ----
                                                    (ADMIRAL)      (HAVEN)

        Loss from operations                          $ 2,303,726    3,126,972
Amortization of goodwill and deposit                          
                base intangible                         1,749,070      307,482
(Income) from real estate operations                          
including gain from sales and                 
              early extinguishment of debt              (72,554)         -
Provision for estimated loss on real                          
              estate sales                            2,065,000          -
      Goodwill write-off                              7,768,074          -
                                                      -----------    ---------
                Net loss                              $13,813,316    3,434,454
                                                      ===========    =========

       INTEREST INCOME AND EXPENSE. Interest income increased to $19,815,893
in 1989 from $16,107,742 in 1988. This was primarily due to interest earned on  
mortgage-backed securities which were purchased during the second quarter in    
order to increase ratio of interest-earning assets to interest-bearing          
liabilities. Interest expense increased to $17,939,099 in 1989 from $15,302,254 
in 1988. This was due to increased interest rates on deposits resulting from an 
increase in the bank borrowing rate and other deposit rates. There was also     
additional interest expense associated with reverse repurchase agreements       
utilized primarily to fund the acquisition of mortgage-backed securities.       

         PROVISION FOR LOAN LOSSES. The provision for loan losses decreased from
$968,417 in 1988 to $241,651 in 1989. The provision for loan losses in 1988     
resulted primarily from losses on consumer loans. The 1989 loan loss provision  
represents a ratio of approximately 1.3% of the outstanding balance of          
non-mortgage loans.                                                             

 TOTAL OTHER INCOME.  Other income decreased slightly in 1989 to
$1,026,189 from $1,168,048 in 1988.  There was a decline in revenue recognized  
from loan fees due to the implementation of FASB No. 91 which was primarily     
offset by gains on the sale of mortgage-backed and investment securities.       

TOTAL OTHER EXPENSE. Other expense increased substantially to 
$8,830,295 in 1989 from $4,439,573 in 1988. This was due in part to the         
provision for estimated losses on real estate held for resale of $2,065,000 and 
increased employee compensation and benefits and occupancy expenses of $534,790.
Another major factor was the increase of $1,441,588 in the amortization of      
goodwill and deposit base intangible which resulted from the increase in        
goodwill generated by Admiral's acquisition of Haven.                           

LIQUIDITY AND CAPITAL RESOURCES                                                 

       Admiral is inactive and has no current liquidity or capital resources
to draw upon. Admiral management intends to investigate the possibility of any  
continuing rights that Admiral or its shareholders may have under the Agreement.

        When that has been done, Admiral intends to enter into a new business,
as yet unidentified. In connection therewith, Admiral's management believes that
a restructuring of Admiral will be necessary in order to raise capital for new  
operations. Admiral has no ongoing commitments or obligations other than with   
respect to its obligations related to the acquisition of Haven.                 

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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-9 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, 1990, 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             39     Chairman of the Board,        1987            
           Chief Executive Officer
 and President

Linda E. Baker             51     Director, Vice President,     1987            
            Secretary, and Treasurer

Charles E. Fancher, Jr.    40     Director                      1988            

      Certain background information for each director is set forth below.

     WM. LEE POPHAM has served as Chairman of the Board and President of
Admiral since its inception in 1987. 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 has been actively employed by that Company since 1990. 
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., Miami, Florida (a recreational vehicle rental 
and sales corporation), which shares are traded on the American Stock Exchange, 
from 1984 until 1991.                                                           

         LINDA E. BAKER has served as Vice President, Secretary and Treasurer of
Admiral since its inception in April 1987. She has also served as Vice          
President, Secretary and Treasurer of CCH, Miami, Florida (a financial          
acquisition company) from June 1985 until its liquidation in December 1989, and 
in various other officer and director positions with several subsidiaries and   
affiliates of CCH. She was                                                      

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Vice President and Secretary of First Atlantic Capital Corporation, Miami,      
Florida (an investment company) from October 1983 to June 1985. Prior thereto,  
she was a Manager with the accounting firm of KPMG Peat Marwick, LLP, Miami,    
Florida. Ms. Baker is a Certified Public Accountant and a licensed Florida real 
estate broker.                                                                  

       CHARLES E. FANCHER, JR. has served as Senior Vice President and Chief
Operating Officer of General Development Utilities, Inc., Miami, Florida (a     
water, waste water, and liquid propane gas utility company) since January 1986  
and Vice President of General Development Corporation, Miami, Florida (a real   
estate development company) since January 1986. Prior thereto, he served as a   
Vice President of General Development Utilities, Inc. in the areas of finance   
and operations.                                                                 

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 $60,000 during the year ended June 
30, 1990.                                                                       

                                                    ANNUAL COMPENSATION AWARDS
                                                    ------ -------------------
NAME AND                            
                PRINCIPAL POSITION         YEAR    SALARY    BONUS     OTHER
                 ------------------         ----    ------    -----     ------

               Wm. Lee Popham             1990   $13,333     ---       ---
               Chairman and President     1989    91,482     ---       ---
               Chief Executive Officer    1988     ---       ---       ---

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 since 
Admiral's inception in 1987.                                                    

RETIREMENT PLAN                                                                 

       No Admiral employee is currently covered under any form of retirement
plan.                                                                           

      In prior years, Haven employees were covered under a noncontributory
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.     

        The Section 401(k) contribution plan was suspended when the net assets
of Haven were confiscated, and all Admiral employees were removed from their    
employment positions by the federal regulators.                                 

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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 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.                                

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. To date,
this plan has not been implemented by Admiral.                                  

EMPLOYMENT AGREEMENTS                                                           

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

         Haven had established a practice of entering into employment agreements
with its executive officers, which generally are of two years' duration and     
automatically renew on an annual basis thereafter. The agreements are terminable
by Haven for just cause at any time, or in certain events specified by the      
appropriate regulatory authorities. The persons subject to an agreement may be  
entitled to severance pay equal to the remaining period of the agreement, but   
not less than six months.                                                       

INDEBTEDNESS OF MANAGEMENT                                                      

 Admiral makes no loans to its directors, officers or employees.

         Some directors and officers of Admiral or Haven had previously borrowed
money from Haven, in accordance with policy of making mortgage and consumer     
loans to the directors, officers and employees of Haven and Admiral, in         
accordance with the rules and regulatory guidelines set forth from time to time 
by the appropriate regulatory authorities.                                      

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. No additional compensation is paid for     
attendance of committee meetings.                                               

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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, 1990 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.                                                                      

                                                         AMOUNT AND    PERCENT
                                                       NATURE OF        OF
                 NAME AND ADDRESS OF                     BENEFICIAL     COMMON
                  BENEFICIAL OWNER                       OWNERSHIP       STOCK
                 -------------------                     ----------     ------

Wm. Lee Popham (l)                                        2,119,385      19.29% 
825 Arthur Godfrey Road                                                         
Miami Beach, Florida 33140                                                      

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                                                    

Linda E. Baker (3)                                           150,120      1.37% 
Suite 800                                                                       
2665 South Bayshore Drive                                                       
Coconut Grove, Florida 33133                                                    

Charles E. Fancher, Jr.                                       12,000          * 
2844 Chucunantah Road                                                           
Coconut Grove, Florida 33133                                                    

All directors and                                                               
  executive officers as a group (7 persons)               2,281,505     20.77%
--------                                                                        
*  Less than one percent                                                        

(1)      Includes 63,695 shares held in a testamentary trust for members of Mr. 
    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 11,693 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.                                                       

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                                                              

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Haven by Admiral of $354,286, plus expense reimbursements payable in cash during
fiscal 1988. CCH and its affiliates 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.                                                                       

         Linda E. Baker, a director, officer and stockholder of Admiral was also
an officer, director and stockholder of CCH prior to its liquidation, as        
described above.  She is not related to Jeanne M. Baker.                        

    In accordance with the approved supervisory acquisition Agreement,
Haven was contractually obligated to pay Admiral a management fee of $25,000 per
quarter for financial and operational advice, budgeting, business planning,     
marketing and public relations. Haven was directed by FHLBB supervisory         
personnel to cease in honoring this approved contractual obligation, beginning  
with the January 1990 payment.                                                  

 PART IV

ITEM 14.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON        
FORM 8-K                                    

 ADMIRAL FINANCIAL CORP.

 INDEX

Admiral Financial Corp.:                                                   PAGE 

        Statement Regarding Sec. 210.3-11 of Regulation S-K                F-1

        Consolidated Balance Sheets as of June 30, 1990 and 1989           F-2

Consolidated Statement of Operations for the two years        
                 ended June 30, 1990                                       F-3

Consolidated Statement of Stockholders' (Deficit) Equity      
                 for the two years ended June 30, 1990                     F-4

Consolidated Statement of Cash Flows for the two years        
                 ended June 30, 1990                                       F-5

        Notes to Consolidated Financial Statements                         F-6

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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, thereunto duly authorized.                       

                                           ADMIRAL FINANCIAL CORP.

                                   By /s/ WM. LEE POPHAM
                                                 -----------------------------
                                                 Wm. Lee Popham, President and
Date: September 4, 1996                             Chief Executive 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                                            September 4, 1996 
------------------              Chairman of the Board                           
Wm. Lee Popham                  Of Directors, Chief                             
Chairman and President          Executive Officer, and                          
Principal Executive Officer     President                                       

/s/ LINDA E. BAKER                                            September 4,1996  
------------------              Director, Vice President,                       
Linda E. Baker                  Secretary And Treasurer                         
Principal Financial Officer                                                     

/s/ CHARLES E. FANCHER, JR.     Director                      September 4, 1996 
--------------------------                                                      
Charles E. Fancher, Jr.                                                         

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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.                                                            

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                                                        [Enlarge/Download Table]

                             ADMIRAL FINANCIAL CORP.                                    
                                 AND SUBSIDIARY                                         

                           CONSOLIDATED BALANCE SHEETS                                  

                           ASSETS                         JUNE 30, 1990    JUNE 30, 1989
                                                          -------------    -------------
                                                           (Unaudited)      (Unaudited) 
                                                                                        
Cash                                                      $         850          2,262  
Prepaid expenses and other assets                                60,580         83,170  
Net assets of Haven Federal Savings and                                                 
         Loan Association (note 2)                                    0    196,801,331  
                                                          -------------   ------------  
                  Total assets                            $      61,430   $196,886,763  
                                                          =============   ============  

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY                                          

Accrued expenses and other liabilities                    $      23,890         44,276  
Net liabilities of Haven Federal Savings                                                
         and Loan Association (note 2)                                0    209,964,106  
                                                          -------------   ------------  
                  Total liabilities                              23,890    210,008,382  

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                                                        (654,157)   (13,813,316) 
                                                          -------------   ------------  
         Total stockholders' (deficit) equity                    37,540    (13,121,619) 
                                                          -------------   ------------  
         Total liabilities and stockholders'                                            
                  (deficit) equity                        $      61,430   $196,886,763  
                                                          =============   ============  

See accompanying notes to consolidated financial statements.

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 ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY

 CONSOLIDATED STATEMENTS OF OPERATIONS
 (UNAUDITED)

                                    YEARS ENDED JUNE 30,
                                    ----------------------------
                                    1990            1989
                                    --------        --------
REVENUES:                                                                       

Interest Income                             $        795    $      1,504        
Other income                                       1,540            --          
                                    ------------    ------------
 Total income                              2,335           1,504

EXPENSES:                                                                       

Employee Compensation                             26,731          60,080        
Other Expense                                     54,634          66,530        
                                    ------------    ------------
          Total expense                   81,365         126,610

Loss from discontinued operation (note 2)              0     (13,688,210)       
                                    ------------    ------------

Net loss                                    $    (79,030)   $(13,813,316)       
                                    ============    ============

Loss per share                              $      (0.01)   $      (1.26)       
                                    ============    ============

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

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

 See accompanying notes to consolidated financial statements

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                             ADMIRAL FINANCIAL CORP.                                    
                                 AND SUBSIDIARY                                         

                     CONSOLIDATED STATEMENT OF STOCKHOLDERS'                            
                                (DEFICIT) EQUITY                                        

                        FOR THE YEAR ENDED JUNE 30, 1990                                

                                        COMMON STOCK           ADDITIONAL    RETAINED   
                                   ISSUED AND OUTSTANDING       PAID-IN      EARNINGS   
                                  -----------------------                               
                                     SHARES       AMOUNT        CAPITAL     (DEFICIT)   
                                     ------       ------        -------     ---------   
                                                                                        
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)
                                  ==========     =======     ============  ============ 

See accompanying notes to consolidated financial statements.

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                     ADMIRAL FINANCIAL CORP. AND SUBSIDIARY                                 

                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                 
                                   (UNAUDITED)                                              

                                                                     YEAR ENDED JUNE 30     
                                                             ------------------------------ 
                                                                  1990              1989    
                                                                  ----              ----    
                                                                                            
Cash flows from operating activities:                                                       

Net loss                                                     $    (79,030)     $(13,813,316)

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      13,238,189                 0 
Decrease in prepaid expenses and other assets                      22,590            31,309 
Decrease (increase) in net assets of                                                        
   Haven Federal                                              196,801,331        24,058,209 
(Decrease) in accrued expenses and other liabilities              (20,386)          (85,078)
(Decrease) Increase in net liabilities of                                                   
   Haven Federal                                             (209,964,106)      (10,298,622)
                                                              -----------        ---------- 

Net cash provided (used) by operating activities                    (1,41)         (107,498)

Cash and cash equivalents, beginning of year                        2,262           109,760 
                                                              -----------        ---------- 

Cash and cash equivalents, end of year                       $        850       $     2,262 
                                                              ===========        ========== 

 See accompanying notes to consolidated financial statements

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 ADMIRAL FINANCIAL CORP.
AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 1990 AND 1989

(1)      ORGANIZATION AND REGULATORY MATTERS                                    

      On June 16, 1988, Admiral Financial Corp. ("Admiral") acquired Haven
         Federal Savings and Loan Association ("Haven"). For financial reporting
       purposes, the acquisition has been accounted for as if it occurred on
      June 30, 1988, and the results of operations of the Association from
   June 16, 1988, to June 30, 1988, are considered to be immaterial.
      Admiral was a newly formed savings and loan holding company that was
         capitalized through the contribution of various parcels of real estate,
         investment securities and a tax sale certificate business ("Contributed
     Property") recorded at its net predecessor cost of $596,812, net of
        transaction costs. The Association was acquired by Admiral through the
     exchange of common stock which was accounted for under the purchase
        method of accounting and, accordingly, the assets and liabilities were
  adjusted to their estimated fair market values as of the date of
acquisition.                                                  

      In connection with the acquisition, the Federal Home Loan Bank Board
      ("FHLBB"), which was abolished by the Financial Institutions Reform,
         Recovery and Enforcement Act of 1989 and was succeeded by the Office of
 Thrift Supervision ("OTS") of the Treasury Department, issued a
        resolution (the "Agreement") on April 26, 1988, requiring that Admiral
  must comply with certain conditions. Those conditions included a
 Regulatory Capital Maintenance/Dividend Agreement (the "Capital
         Agreement") dated June 15, 1988, by and between the Federal Savings and
Loan Insurance Corporation "FSLIC" and Admiral:               

    (a)      No dividends will be paid by the Association until all of
           the real estate included in the Contributed Property is
    liquidated and the cash proceeds recorded on the
            Association's books.  Any dividends that are a result of
             income from the sale of real estate are restricted to the
             sales price less the regulatory appraised value minus any
         carrying costs paid by the Association.  In addition,
           unless prior approval has been obtained from the FHLBB,
             dividends paid by the Association shall be limited to 50%
          of its income for that fiscal year as reflected in its
              quarterly reports to the FHLBB, except for the fiscal year
               of acquisition when dividends paid by the Association shall
        be limited to 50% of its net income earned after the
        effective date of the acquisition, provided that any
             dividends permitted under this limitation may be deferred
               and paid in a subsequent year, and the payment of dividends
              would not reduce the regulatory capital of the Association
below the required level.                   

  (b)      If the Association fails to meet its regulatory capital
            requirements, then Admiral must infuse sufficient equity
          capital, in a form satisfactory to the FHLBB, into the
          Association during the subsequent quarter. Admiral was
 permitted to cure any default within 90 days.

                  Failure to do so will allow the FSLIC to exercise its legal or
               equitable rights under the Capital Agreement to enforce the
             terms of the Capital Agreement. Admiral was deemed by the
                  FHLBB on July 17, 1989, to have defaulted on its obligation to
                  infuse capital under the Capital Agreement and was given until
                 October 18, 1989, to cure such defaults. Failure to cure such
                 default by that date will permit the FSLIC (or its successor)
             to seek its legal or equitable remedy as set forth in the
             Capital Agreement, which includes specific performance or
       administrative or judicial enforcement proceedings.

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      (c)      Admiral shall cause the Association to liquidate all of the
            real estate contributed as regulatory capital within two
            years after consummation of the transaction according to
              the following schedule: at least 37.5% of the market value
         of the properties as determined by the FHLBB District
   Appraiser by the end of the third quarter after
              consummation and thereafter at least 12.5% each subsequent
            quarter.  The Association shall not provide financing to
             facilitate the liquidation of the real estate contributed
               as regulatory capital without the prior written approval of
             the Association's Supervisory Agent.  If Admiral does not
               meet this real estate liquidation schedule, the FSLIC shall
              have the right to vote the Association's stock, remove the
             Association's Board of Directors and/or dispose of any or
       all of the common stock of the Association owned by
               Admiral.  On September 27, 1989, the Association received a
              letter from its Supervisory Agent in which the Supervisory
              Agent agreed that should a default arise under the Capital
           Agreement due to the Association's failure to cause the
              real estate sales schedule to be met, then the Supervisory
             Agent agreed not to exercise its rights under the Capital
              Agreement until November 1, 1989.  The Association applied
              for further relief from the requirements of the Resolution
               and Capital Agreement which mandate the sale of real estate
              in accordance with the schedule above, but was never given
      the opportunity for a hearing, or the benefit of a
response.                                   

   For regulatory purposes, the Association must comply with minimum
       regulatory capital requirements. During the year ended June 30, 1989,
        the Association incurred substantial operating losses and sold certain
parcels of Contributed Property at amounts which approximated 
      predecessor cost, rather than at the substantially higher regulatory
  appraised values. These factors contributed to the Association's
        failure to meet its minimum regulatory capital requirement on June 30,
       1989 (see note 20). At June 30, 1989, such minimum regulatory capital
       requirement amounted to approximately $6,642,000. When an association
     fails to meet its regulatory capital requirement, the FHLBB and the
 FSLIC (and their successors) may take such actions as they deem
        appropriate to protect the Association; its depositors; the FSLIC; and
its successor, Savings Association Insurance 'Fund ("SAIF").  

         The FHLBB, in a supervisory letter dated March 31, 1989, designated the
        Association as a "troubled institution" subject to the requirements of
        the Office of Regulatory Activities Regulatory Bulletin 3a ("RB3a"). A
troubled institution under RB3a is subject to various growth  
  restrictions concerning deposit accounts and lending activities.

      Admiral did not have the ability to infuse sufficient equity capital
   into the Association in accordance with the Agreement and Capital
  Agreement. Due to the inability to continue operations without a
       significant capital infusion or other source of recapitalization, the
     value of the Association's excess cost over net assets acquired was
      considered permanently impaired and, accordingly, was written off at
June 30, 1989.                                                

    On August 9, 1989, the Financial Institutions Reform, Recovery and
         Enforcement Act of 1989 ("FIRREA") was signed into law. FIRREA imposed,
        by no later than December 7, 1989, more stringent capital requirements
        upon savings institutions than those currently in effect. In addition,
  FIRREA included provisions for changes in the Federal regulatory
      structure for institutions including a new deposit insurance system,
increased deposit insurance premiums and restricted investment
    activities with respect to non-investment grade corporate debt and
        certain other investments. FIRREA also increases the required ratio of
       housing-related assets in order to qualify as an insured institution.

However, the biggest impact on Admiral and Haven was FIRREA's 
        provisions for new capital standards that require institutions to have
         a minimum regulatory TANGIBLE capital equal to 1.5% of total assets and
    a minimum 3.0% leverage capital ratio by no later than December 7,
  1989. The ability to include qualifying supervisory goodwill for
       purposes of the leverage capital ratio requirement will be phased out
   by January 1, 1995. In addition, institutions will be required to

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  meet a risk-based capital requirement. In all cases, the capital
    standards are also required to be no less stringent than standards
         applicable to national banks. Currently, national banks are required to
maintain a primary capital-to-assets ratio of 5.5% and a total
capital-to-assets ratio of 6.0%.                              

        The Association did not meet these new capital requirements imposed by
FIRREA, and the net assets of Haven were seized by the federal
government on March 2, 1990.                                  

    The Association sought regulatory relief from sanctions imposed by
         FIRREA for failing to meet the minimum regulatory capital requirements,
         and applied for financial assistance to the FDIC. There was no response
or hearing prior to the seizure of Haven.                     

(2)      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

(a)      BASIS OF PRESENTATION                                

       The accompanying balance sheets as of June 30, 1990 and 1989, include
       the accounts of Admiral and the net assets and net liabilities of its
     wholly-owned subsidiary, Haven Federal Savings and Loan Association
         (see note 10). Due to Admiral's intent to dispose of its control of the
       Association, as discussed in note 1, the Association's net assets and
  net liabilities are presented in the aggregate. The consolidated
         statements of operations, stockholders' (deficit) equity and cash flows
       for the year ended June 30, 1989, include the accounts of Admiral and
      the Association. All significant intercompany transactions have been
eliminated in consolidation.                                  

(b)      OFFICE PROPERTIES AND EQUIPMENT                      

  Depreciation is computed using the straight-line method over the
         esti-mated useful lives of the related assets. Estimated lives are five
     to twelve years for furniture, fixtures and equipment and thirty to
      fifty years for buildings. Renewals and betterments which materially
increase the value of the property are capitalized.           

(c)      ALLOWANCE FOR LOAN LOSSES                            

An allowance for loan losses is charged to operations based on
        management's evaluation of the potential losses in its loan portfolio.
Such evaluation includes a review of all loans for which full 
      collectibility appears doubtful and considers the estimated value of
        the underlying collateral on the loan and such other factors which, in
    management's judgment, deserve recognition under existing economic
conditions in estimating loan losses.                         

(d)      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
    there are no income tax related assets or liabilities on Admiral's
         consolidated balance sheet, the effect of FAS No. 96 is not expected to
        have a significant effect on Admiral's financial condition, results of
operations or cash flows.                                     

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(e)      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.                                                  

     (f)      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 and the Association. Cash
     equivalents include the Association's interest-bearing deposits and
    Federal funds sold, which have original maturities of less than 90
days.                                                         

(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, 1990 and 1989, the Association has net operating loss
        carryforwards of approximately $18,728,000 and $20,997,000 for Federal
         income tax purposes, and $18,203,000 and $20,428,000, respectively, for
state income tax purposes to offset future taxable income.    

 These carryforwards were scheduled to expire in future years as
follows:                                                      

YEAR ENDING                         
                     JUNE 30,               FEDERAL                  STATE
                     --------               -------                  -----

                         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: 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
                                           ===========             ===========

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 The net operating loss carryforwards expiring through 2002 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, 1990 and
1989, such purchased loss carryforwards remaining amounted to 
approximately $8,163,000 and $13,529,000, respectively.       

(5)      DISPOSAL OF THE ASSOCIATION                                            

 The net assets and net liabilities of the Association have been
      segregated in the June 30, 1989 and 1988 consolidated balance sheets
       due to Admiral's intent to dispose of its control of the Association,
until the date of its seizure by the federal authorities.     

(6)      RELATED PARTY TRANSACTIONS                                             

      The Association paid Admiral a management fee of $25,000 per quarter
    during fiscal 1989, and for the first two fiscal quarters of 1990.
      These payments between affiliates have been eliminated, reducing the
recognized loss from discontinued operations.                 

(7)      COMMITMENTS AND CONTINGENCIES                                          

Admiral is not involved with any material legal proceedings.  

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		9/5/96							10-Q
		9/4/96		19
		1/1/95		7		26
For Period End:		6/30/90
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