UNITED STATES SECURITIES AND EXHANGE COMMISSION
                           Washington, D. C. 20549
                                 FORM 10-KSB

 (Mark One)

   [ X ]          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the fiscal year ended April 30, 2004
                                      OR
   [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from          to

                         Commission File No. 001-14127

                         UNITED FINANCIAL MORTGAGE CORP.
                (Name of small business Issuer in its charter)

              Illinois                                       36-3440533
  -------------------------------                        ------------------
  (State or other jurisdiction of                        (I. R. S. Employer
  incorporation or organization)                         Identification No.)

      815 Commerce Drive, Suite 100
            Oak Brook, Illinois                                 60523
 ----------------------------------------                    ----------
 (Address of principal executive offices)                    (Zip Code)

                   Issuer's telephone number: (630) 571-7222

         Securities to be registered under Section 12(b) of the Act:

     Title of each class            Name of each exchange on which registered
        Common Stock                         American Stock Exchange

         Securities to be registered under Section 12(g) of the Act:
                                     None
                               (Title of Class)

    Check whether the issuer (1) filed all reports required to be filed by
 Section 13 or 15(d) of the Securities Exchange Act during the past 12 months
 (or for such shorter period that the registrant was required to file such
 reports), and (2) has been subject to such filing requirements for the past
 90 days.  Yes [ X ]  No [   ]

   Check if there is no disclosure of delinquent filers in response to Item
 405 of Regulation S-B is not contained in this form, and no disclosure will
 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-KSB or any amendment to this Form 10-KSB. [ X ]

      State issuers revenues for its most recent fiscal year......$70,153,937

   The aggregate market value of the voting and non-voting common equity
   held by non-affiliates was $28,926,094 on July 27, 2004.

   (Applicable only to corporate registrants) At July 28, 2004, the total
   number of outstanding shares of Issuer's common stock, net of treasury
   stock, was 5,964,143.

   Transitional Small Business Disclosure Form (Check one): Yes [  ]  No [X]

   Documents incorporated by reference.  Portions of the Proxy Statement
   for the Annual Meeting of Shareholders to be held September 8, 2004, are
   incorporated by reference in Part III hereof, to the extent indicated
   herein.

 ============================================================================

<PAGE>

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 This  document  contains,  and  future  oral  and  written  statements   may
 contain, forward-looking statements within the meaning  of such term  in the
 Private Securities  Litigation  Reform  Act of  1995  with  respect  to  our
 business, financial condition, results of operations, plans,  objectives and
 future performance.   Forward-looking statements,  which may  be based  upon
 beliefs, expectations and assumptions of  our management and on  information
 currently available to management, are generally identifiable by the use  of
 words  such  as   "believe,"  "expect,"   "anticipate,"  "plan,"   "intend,"
 "estimate," "may,"  "will,"  "would,"  "could," "should"  or  other  similar
 expressions.   Additionally,  all  statements in  this  document,  including
 forward-looking statements, speak only as of the date they are made, and  we
 undertake no obligation to update any statement in light of new  information
 or future events.  Statements regarding the following subjects are  forward-
 looking by their nature:

   *   our business strategy, including acquisitions;
   *   statements regarding interest rates and yield spreads;
   *   our understanding of our competition;
   *   market trends;
   *   assumptions regarding our mortgage servicing rights; and
   *   projected sources and uses of funds from operations.

 These forward-looking statements are subject to various risks and
 uncertainties, including those related to:

   *   changes in demand for mortgage loans due to fluctuations in the real
       estate market, interest rates or the market in which we sell our
       mortgage loans;
   *   our access to funding sources and our ability to renew, replace or
       add to our existing credit facilities on terms comparable to the
       current terms;
   *   assumptions underlying the value of our mortgage servicing rights;
   *   the negative impact of economic slowdowns or recessions;
   *   management's ability to manage our growth and planned expansion;
   *   the effect of the competitive pressures from other lenders or
       suppliers of credit in our market;
   *   changes in government regulations that affect our business;
   *   our ability to expand origination volume while reducing overhead; and
   *   the impact of new state or federal legislation or court decisions
       restricting the activities of lenders or suppliers of credit in
       our market.

 These risks  and  uncertainties should be considered in evaluating  forward-
 looking  statements  and  undue  reliance  should  not  be  placed  on  such
 statements.  Additional information concerning our company and its business,
 including other factors that could materially affect our financial  results,
 is included in our filings with the Securities and Exchange Commission.


 Item 1. Description of Business

 We  were  incorporated in the  State  of Illinois in April  of 1986 for  the
 purpose of engaging in  the business of mortgage  banking and, to a  limited
 extent, mortgage brokering.  We are currently  authorized  to engage in  the
 mortgage banking business in 36 states  and we have 313 employees, of  which
 307 are full-time.  Our mortgage  banking business has primarily focused  on
 the origination of mortgage loans secured by residential real estate (single
 family  residences  and  one-to-four  family  residential  properties).   We
 originate these mortgage loans  through our Wholesale Origination  Division,
 our Retail  Origination Division  and our  relationships with  Internet  web
 sites. Virtually all of  the mortgage loans that  we originate are  mortgage
 loans secured by residential real estate.  In addition to the origination of
 mortgage loans,  we  also service  mortgage  loans for  others  through  our
 Mortgage Loan Servicing Division.

 We  also  engage  in the  origination of mortgage  loans on commercial  real
 estate, including shopping centers,  office properties and other  commercial
 loans. We either  broker (i.e., arrange  for loan  funding from  third-party
 lenders) or fund and service these  commercial loans. Commercial loans  that
 we originate may be brokered to other financial institutions, in which case,
 we receive a negotiated fee. If we originate and service a commercial  loan,
 then revenues are earned based upon the difference between the interest rate
 paid to the  issuer of the  credit line and  the interest rate  paid by  the
 borrower.

 Our  mortgage   loan  origination  business  primarily   generates   revenue
 through (i) origination fees  and gains on the  sale of mortgage loans,  and
 (ii)  interest  on  mortgage  loans   held,  or  "warehoused,"  from   their
 origination or  purchase  until  their sale.  Our  Mortgage  Loan  Servicing
 Division produces income from  loan servicing fees paid  by the parties  for
 whom we service the mortgage loans.

 The vast majority of the loans that  we originate and expect to service  are
 first mortgages secured by single-family residences (one to four units).  In
 addition we  may  originate,  sell,  and  service  loans  secured  by  first
 mortgages on multi-family residential properties (more than four units).

 Industry Overview

 The residential mortgage market  is the largest  consumer finance market  in
 the United States.  Mortgage banking  generally involves the origination  or
 purchase of single-family mortgage loans for sale in the secondary  mortgage
 market.   The  secondary  mortgage  market   and  its  evolution  have  been
 significantly influenced  by two  government-sponsored enterprises,  Federal
 National Mortgage Association  (commonly referred  to as  "Fannie Mae")  and
 Federal Home Loan  Mortgage Corporation  (commonly referred  to as  "Freddie
 Mac"), and one government  agency, Government National Mortgage  Association
 (commonly referred to as "Ginnie Mae").

 Mortgage lenders typically sell their mortgage loans directly to Fannie  Mae
 and Freddie Mac either as whole loans or, more typically, as pools of  loans
 used to  collateralize mortgage-backed  securities issued  or guaranteed  by
 these entities.  Similarly,  lenders  can  issue mortgage-backed  securities
 collateralized by pools  of loans  that  are guaranteed  by Ginnie  Mae.  In
 order to arrange  these sales or  obtain these guarantees,  the lender  must
 underwrite its mortgage loans to conform to standards established by  Fannie
 Mae and  Freddie Mac  or by  the  Federal Housing  Administration  (commonly
 referred to as the "FHA") in the case  of Ginnie Mae.  Loans with  principal
 balances exceeding agency guidelines, currently those in excess of  $333,700
 for single-family mortgage loans (i.e., "jumbo" or "nonconforming loans") or
 those that  have  other  characteristics  that  do  not  meet  those  agency
 guidelines, are sold to private buyers.

 Mortgage Loan Origination Channels and Market Area

 We originate  mortgage loans  primarily  through our  Wholesale  Origination
 Division, our Retail  Origination Division and,  more recently, through  our
 relationships with Internet mortgage referral web sites.

 The Wholesale Origination  Division.   Wholesale  loan origination  involves
 the funding of mortgage loans submitted by non-affiliated mortgage  brokers.
 We realize revenues from the sale  of these mortgage loans in the  secondary
 market to buyers for  a price greater than  the amount that  we paid to  the
 mortgage broker  as well  as fee  income if  we choose  to keep  any of  the
 mortgage  servicing  rights  for  our  servicing  portfolio.  Our  Wholesale
 Origination Division  acquires mortgage  loans from  a network  of  mortgage
 brokers and other financial intermediaries, including banks.

 As  of  April  30,   2004,  we  have  established   more  than  700   active
 relationships.  Mortgage  brokers qualify  to participate  in the  Wholesale
 Origination Division after  a review of  their reputation, mortgage  lending
 experience and financial condition, including a review of references and, if
 deemed necessary,  financial statements.  No single  correspondent  mortgage
 broker accounts  for  a significant  portion  of the  Wholesale  Origination
 Division's mortgage loan  production.   Our mortgage  brokers work  directly
 with the borrower and submit a fully processed loan application to us for an
 underwriting determination.  We  apply our customary underwriting  standards
 to each wholesale-originated  mortgage loan, issue  a written approval  and,
 upon satisfaction of all  the lending conditions,  close the mortgage  loan.
 In addition, we offer mortgage brokers direct access to Fannie Mae's Desktop
 UnderwriterR and Freddie Mac's Loan ProspectorR  which enables them to  give
 their clients immediate loan approvals.

 During the years ended  April 30, 2004 and  2003, the Wholesale  Origination
 Division accounted for approximately 73.2%  and 83.2%, respectively, of  our
 mortgage loan  origination volume.  The Wholesale  Origination Division  has
 five branch  office  locations  in  three  states  as  follows:  Oak  Brook,
 Illinois; Midvale, Utah; and Fair Oaks, Chatsworth and Irvine, California.

 The Retail  Origination  Division.   Retail  loan origination  involves  the
 direct solicitation of realtors, builders, prospective borrowers and  others
 for the origination of mortgage loans.  We derive revenues from the  premium
 that we receive from the  purchaser of the mortgage  loan and any points  or
 fees paid by the borrower over the cost to fund the mortgage loan as well as
 fee income if we choose to keep any of the mortgage servicing rights for our
 servicing portfolio.  Generally, we share the premium and/or points and fees
 on a negotiated basis with loan officers and others who procure the mortgage
 loan and assist in the loan origination process.

 During the  years ended  April 30,  2004 and  2003, the  Retail  Origination
 Division accounted for approximately 24.2%  and 16.1%, respectively, of  our
 mortgage loan origination volume.   The Retail  Origination Division has  30
 branch office locations  in 12 states  as follows: Chicago  (5), Oak  Brook,
 Schaumburg, Bensenville (2),  Elmhurst, East  St. Louis,  Des Plaines,  Park
 Ridge, and Cicero, Illinois;  Little Rock, Arkansas; Jacksonville,  Florida;
 Peachtree City, Georgia; Jackson, Mississippi; Las Vegas, Nevada; Rochester,
 New York; Cary, North Carolina; Portland, Clackamas and Lake Oswego, Oregon;
 Brentwood, Memphis and Nashville, Tennessee; Norfolk, Virginia; and Longview
 and Vancouver, Washington.

 Internet Relationships.  We have entered into a relationship with a  leading
 Internet mortgage loan  web site  that connects  prospective customers  with
 mortgage loan providers.  During the years ended April 30, 2004 and 2003, we
 originated $70.9 million and $13.3 million, respectively, of mortgage  loans
 through our relationship with this Internet web site, or approximately  2.6%
 and  0.7%,  respectively,  of our  mortgage  loan  origination  volume.  Our
 Internet arrangement  permits us  to access  potential new  customers  while
 incurring limited outlays  on  overhead  and marketing.  In  the future,  we
 intend on expanding  our relationship with  this Internet mortgage  referral
 web site, as well as entering into arrangements with other Internet mortgage
 referral web sites that operate similar online mortgage loan centers.

 Information Technology

 We  have  invested  heavily  in  technology  over  the  past  few  years  to
 consolidate and streamline many of our  core processes and we will  continue
 to invest significant resources in an effort to increase our efficiency  and
 enhance management controls.  We  use an  interfaced combination of  Calyx's
 Point, Del Mar Database's Data Trac  and a variety of closing  documentation
 solutions to support  our loan processing,  automated underwriting,  closing
 document  preparation,  adherence  to  product  guidelines,  point  of  sale
 originations, interest rate locking  process, loan disbursement process  and
 loan-level  accounting  functions.  In  June  2003, we  signed  a  licensing
 agreement with  Mortgage  Connect  LLC to  utilize  its  OpenClose  Mortgage
 Platform for both  wholesale and retail  originations.  OpenClose  MTG is  a
 web-based loan transaction platform that eliminates third-party  transaction
 issues,  networks  mortgage  brokers   and  loan  officers,  offers   online
 origination,  automates  loan  approval,  and  provides  real-time  pipeline
 reports. For those  loan officers already  using a  loan origination  system
 such as Calyx  Point, OpenClose MTG  provides the ability  to upload a  loan
 file from their current loan origination software. Mortgage brokers and loan
 officers will be ale to securely access and edit all of their mortgage  loan
 files from any computer with Internet access.

 Our website, www.ufmc.com, is also a valuable tool for sales and services to
 both our  new  and existing  mortgage  customers.   The  web  site  provides
 potential customers with  the ability to  pre-qualify for  a mortgage  loan,
 review loan products and submit loan applications online.  Current customers
 can obtain account  balances, check the  status of their  payment or make  a
 payment online.   Calculators  and other  tools help  prospective  borrowers
 determine a maximum affordable home price, loan amount and monthly payments.
 Other resources include educational content for homebuyers.

 Mortgage Loan Products

 We offer a  broad and competitive  range of mortgage  products that seek  to
 meet the mortgage needs of all types of borrowers.  Primarily, we  originate
 residential mortgage loans that are principally prime credit quality  first-
 lien mortgage  loans  secured by  single-(one  to four)  family  residences.
 These mortgage  loans consist  of conventional  mortgage loans,  FHA-insured
 mortgage  loans  and  VA-guaranteed mortgage  loans.  The  majority  of  our
 conventional loan originations are conforming mortgage loans, qualifying for
 inclusion in guaranteed mortgage securities backed by Fannie Mae or  Freddie
 Mac.  The balance  of  the  conventional mortgage  loans are  non-conforming
 mortgage loans or mortgage  loans that do not  otherwise meet Fannie Mae  or
 Freddie Mac guidelines.  We make conventional non-conforming mortgage  loans
 with original balances up to $6 million.

 The following table sets forth the number and dollar amount of our mortgage
 loan production by loan type for the periods indicated:

                                         For the Fiscal Year Ended April 30,
                                        -------------------------------------
                                           2004          2003          2002
                                        ---------     ---------     ---------
                                               (Dollars in thousands)
 Conventional Conforming Loans
  Number of Loans                          10,866         8,632         2,715
  Volume of Loans                      $2,011,218    $1,548,985    $  441,990
    Percent of Total Dollar Volume           73.5%         78.9%         51.5%

 Conventional Non-conforming Loans
  Number of Loans                             529          680            783
  Volume of Loans                      $  122,434    $  182,784    $  203,112
    Percent of Total Dollar Volume            4.5%           .3%         23.7%

 FHA/VA Loans
  Number of Loans                           1,322         1,077         1,252
  Volume of Loans                      $  199,355    $  170,118    $  190,156
    Percent of Total Dollar Volume            7.3%          8.7%         22.2%

 Other Loans
  Number of Loans                           2,755           761           417
  Volume of Loans                      $  401,569    $   61,914    $   22,442
    Percent of Total Dollar Volume           14.7%          3.1%          2.6%

 Total Loans
  Number of Loans                          15,472        11,150         5,167
  Volume of Loans                      $2,734,576    $1,963,801    $  857,700
  Average Loan Amount                  $  176,756    $  176,126    $  165,996


 The following table sets forth the  geographic distribution of our  mortgage
 loan production for the periods indicated:

                           For the fiscal years ended April 30,
                      -----------------------------------------------
                              2004                      2003
                      ---------------------     ---------------------
                       Number     Principal      Number     Principal
                      of Loans      Amount      of Loans      Amount
                      --------    ---------     --------    ---------
                                  (Dollars in thousands)

 California             6,656     $1,394,012      6,372     $1,213,958
 Illinois               3,397        591,779      3,311        540,033
 Oregon                 1,881        291,673          4            735
 Utah                   1,395        205,523        748        110,638
 Others (1)             2,143        251,589        713         98,437
 _______________________________
 (1) No other state constitutes more than 2.0% of the total dollar amount
     of loan production

 Loan Processing and Underwriting

 In general, loan applications are prepared by our loan officers and verified
 by personnel in  our Retail Origination  Division.  Verification  procedures
 may include, among other things, obtaining: (i) written confirmations of the
 applicant's income and  bank deposits; (ii)  a formal credit  report on  the
 applicant from an unaffiliated credit reporting agency; (iii) a  preliminary
 title report; and (iv) a real estate appraisal.  Appraisals for conventional
 and FHA loans are prepared by  third-party, unaffiliated appraisers who  are
 pre-approved  based  upon  their   experience,  education  and   reputation.
 Completed  loan  applications,  including  loan  applications  prepared  and
 verified by the staff  of our approved mortgage  brokers from our  Wholesale
 Origination  Division,  are then transmitted  to our Underwriting Department
 or  to  underwriting  sub-contracting  companies  who  provide  underwriting
 services to us.  Our Underwriting Department and its sub-contractors contain
 experienced staff that verify the  completeness and accuracy of  application
 information and determine its compliance with our underwriting criteria  and
 those of applicable government agencies or other investors.

 Underwriting  criteria   include  loan-to-value   ratios,  borrower   income
 qualifications, investor  requirements,  insurance  and  property  appraisal
 requirements.  Our underwriting guidelines for Freddie Mac, Fannie Mae,  the
 FHA, and the Department  of Veteran's Affairs (commonly  referred to as  the
 "VA") loans comply with the written underwriting guidelines of the  relevant
 agency.  "Non-Conforming" loans generally include loan products that do  not
 comply with the underwriting guidelines of Freddie Mac, Fannie Mae, the  FHA
 or the  VA.   Non-conforming  loans  generally  are underwritten  by  us  in
 accordance with the underwriting guidelines  of the applicable investor  who
 purchases the loans.

 Quality Control of Mortgage Origination

 Most of  our  underwriting  personnel function  independently  of  our  loan
 origination personnel and do not report to any individual directly  involved
 in the loan origination  process.  Our  internal Quality Control  Department
 reviews  our  origination  activities  in  order  to  enhance  the   ongoing
 evaluation of  the loan  processing  function, including  employees,  credit
 reporting agencies and independent appraisers.  In  conducting the  reviews,
 the Quality Control Department reviews the loan applications for  compliance
 with federal  and  state  lending standards,  which  may  involve  a  second
 verification of employment prior to loan closing, reconfirmation of  banking
 information and obtaining separate  credit reports and property  appraisals.
 The Quality Control Department  submits all review  results directly to  our
 President and Chief Executive Officer.

 In order to ensure  that we originate high  quality mortgage loans, we  also
 have, since 1995,  retained the  services of  a quality  control company  to
 conduct audits of our loan origination  activities on a monthly basis.   The
 quality control company  audits, pursuant to  contractual specifications,  a
 sample of wholesale and retail loans  that we originate.  The audit  process
 includes verification of mortgage information, including employment  status,
 wages/salaries, credit  standing, property  appraisal, confirmation  of  the
 borrower's savings  and other  asset and  compliance with  other  applicable
 underwriting guidelines. The quality  control company selects mortgage  loan
 files on a random basis and provides a quality control management report  at
 the conclusion of each monthly audit.

 During the fiscal  year ended  April 30,  2004, we  sold approximately  $2.7
 billion in single-family mortgage loans into the secondary market, of  which
 a statistically insignificant amount were repurchased by us or gave rise  to
 indemnification obligations  from  us.   We  view  loan  repurchases  as  an
 inherent risk of originating and purchasing loans for ultimate resale in the
 secondary market notwithstanding the ongoing reviews by the Quality  Control
 Department.

 Secondary Market Activities

 We sell  substantially  all of  the  mortgage  loans that  we  originate  or
 purchase  through  our  mortgage  banking  operations  while  retaining  the
 mortgage servicing rights  to certain  of our  mortgage loans.   During  the
 years ended April 30, 2004 and 2003, we originated or purchased $2.7 billion
 and $2.0 billion of mortgage loans, respectively, and sold $2.7 billion  and
 $1.9 billion  of  mortgage loans,  respectively,  in the  secondary  market.
 Generally, mortgage loans are aggregated into pools and sold, or are sold as
 individual mortgage loans, to institutional buyers at prices established  at
 the  time  of sale  or pursuant  to forward  sales  commitments.  Conforming
 conventional mortgage loans are generally  pooled and exchanged pursuant  to
 the purchase and guarantee programs sponsored by Fannie Mae, Freddie Mac and
 Ginnie Mae, or  for Fannie Mae,  Freddie Mac or  Ginnie Mae  mortgage-backed
 securities, which are generally sold to investment banking firms.  A limited
 number  of  mortgage  loans  are  sold  to  other  institutional  and   non-
 institutional  buyers.  For  the  years  ended  April  30,  2004  and  2003,
 approximately 61% and  77%, respectively, of  the total originated  mortgage
 loans were exchanged for cash or Fannie Mae and Freddie Mac  mortgage-backed
 securities, which securities were then sold to investment banking firms  for
 cash.  For the years  ended April 30, 2004  and 2003, respectively, 20%  and
 10% were sold to one large institutional investor and the remainder was sold
 to other  institutional and  private buyers  representing less  than 10%  of
 sales individually.

 We exchange and sell mortgage loans on a non-recourse basis.  In  connection
 with loan  exchanges  and  sales, we  make  representations  and  warranties
 customary in the industry relating to,  among other things, compliance  with
 laws, regulations and program standards, and to accuracy of information.  If
 a breach  of representations  and warranties  we made  occurs, we  typically
 correct the flaws.  If the flaws cannot be corrected, we may be required  to
 take additional actions including the repurchase of mortgage loans that  are
 the subject of the breach.  In cases where mortgage loans are acquired  from
 a mortgage broker and  there have been  material misrepresentations made  to
 us, we generally have the right to  resell the flawed mortgage loan back  to
 the  mortgage  broker  pursuant  to  our   agreement  with  the  broker   or
 correspondent.  Otherwise, the mortgage  broker indemnifies us against  loss
 on these flawed mortgage loans  by the broker.   We also rely upon  contract
 underwriters for a portion  of our loan  production, and these  underwriters
 must indemnify  us  against loss  for  mortgage loans  that  are  eventually
 determined not to have met buyer guidelines.

 Mortgage Loan Servicing Activities

 We derive a portion of our revenues from the servicing of mortgage loans for
 others.  For the years ended April 30, 2004 and 2003, we realized  servicing
 fee income, net  of amortization and  subservicing fees,  from our  mortgage
 loan servicing operations  of $2.4  million and  $.4 million,  respectively.
 Mortgage servicing rights arise in connection with mortgage loans originated
 or purchased and then sold in  the secondary market with mortgage  servicing
 rights retained.

 Mortgage loan  servicing  includes  collecting  payments  of  principal  and
 interest from  borrowers,  remitting  aggregate mortgage  loan  payments  to
 buyers, accounting for principal and interest payments, holding escrow funds
 for payment of mortgage-related expenses such as taxes and insurance, making
 advances to cover delinquent payments, inspecting the mortgaged premises  as
 required, contacting  delinquent  mortgagors, supervising  foreclosures  and
 property dispositions if there are unremedied defaults, and performing other
 miscellaneous duties related to loan  administration.  We collect  servicing
 fees from mortgage  payments generally ranging  from 0.25%  (i.e., 25  basis
 points) per year to 0.75% (i.e., 75 basis points) per year of the  declining
 principal balances of the mortgage loans per  annum.  We also engage a  sub-
 servicer for servicing these mortgage loans.

 The geographic distribution  of our servicing  portfolio reflects the  broad
 geographic scope of our loan originations.  The four largest states in which
 we service  loans,  California,  Illinois, Oregon  and  Utah  accounted  for
 approximately 93.8% and 94.2%, respectively, of the total number of mortgage
 loans serviced and 94.8% and 95.0%, respectively, of the dollar value of the
 mortgage loans serviced as of April 30, 2004 and 2003. The largest volume by
 state was California  for the  years ended April  30, 2004  and 2003,  which
 accounted for approximately  45.2% and  49.3%, respectively,  and 49.3%  and
 53.5% of the mortgage  loans serviced by  us in terms  of number and  value,
 respectively.

 The prepayment risk related  to the value of  our mortgage servicing  rights
 increases in a declining interest  rate environment that provides  borrowers
 with refinancing opportunities.  At April 30, 2004 and 2003, the total value
 of the mortgage servicing rights asset recorded by us was $16.4 million  and
 $4.7 million, respectively.

 Our mortgage  loan servicing  portfolio includes  servicing for  fixed  rate
 fully amortizing, adjustable rate  and fixed rate  balloon payment loans  as
 listed in the following table:

                                    As of April 30,
                                    ---------------
                            Percentage of     Weighted Average
                              Portfolio          Coupon Rate
                           ----------------    ---------------
                            2004      2003      2004     2003
                           ------    ------    ------   ------
 Fixed Rate Fully           93.8%     96.0%      5.4%     5.9%
 Amortizing Loans
 Adjustable Rate Loans       4.3       3.6       4.5      4.8
 Fixed Rate Balloons         1.9       0.4       4.3      5.5
                           -----     -----
    Total Portfolio        100.0%    100.0%      5.4%     5.8%
                           =====     =====

 The following table contains information, as of April 30, 2004 and 2003,  on
 the percentage  of fixed  rate, single-family  mortgage loans  serviced  for
 others by us, by interest rate category:

                                    As of April 30,
                                   -----------------
              Coupon Range          2004       2003
             --------------        ------     ------
             6.00% or under         93.5%      68.6%
             6.01 - 7.00%            6.2       29.8
             7.01 - 8.00%             .3        1.5
             8.01 - 9.00%              -         .1
                                   -----      -----
                Total              100.0%     100.0%
                                   =====      =====

 At April  30,  2004 and  2003  we  serviced approximately  7,900  and  3,200
 mortgage loans with an  aggregate unpaid principal  balance of $1.4  billion
 and $526 million, respectively.  Of these loans, .4% and .1% were delinquent
 and one  and  none were  in  foreclosure as  of  April 30,  2004  and  2003,
 respectively.

 Seasonality

 The mortgage  banking  industry is  generally  subject to  seasonal  trends.
 These trends reflect the  general national pattern of  sales and resales  of
 homes, although  refinancings tend  to be  less  seasonal and  more  closely
 related to changes in mortgage interest  rates.  Sales and resales of  homes
 typically  peak  during  the  spring  and  summer  seasons  and  decline  to
 lower levels  from  mid-November  through February.  In  addition,  mortgage
 delinquency rates  typically rise  temporarily in  the winter  months.   The
 mortgage loan  servicing  business  is generally  not  subject  to  seasonal
 trends.

 Competition

 The mortgage banking industry is highly competitive.  We compete with  other
 financial institutions, such as mortgage  banks, mortgage brokers state  and
 national banks, savings and loan associations, savings banks, credit unions,
 insurance companies and other  finance companies and Internet-based  lending
 companies, many of which  are larger and  have greater financial,  technical
 and marketing resources.   Competition in the  mortgage banking industry  is
 based on many factors, including convenience  in obtaining a loan,  customer
 service, marketing and distribution  channels, amount and  term of the  loan
 and interest rates.  We compete principally by offering mortgage loans  with
 competitive features,  by emphasizing  the quality  of  our service  and  by
 pricing our products at competitive rates.

 During the fiscal years ended April  30, 2004 and 2003, the mortgage  market
 experienced a  dramatic  increase  in refinance  volume  as  mortgage  rates
 reached historic lows.  These market conditions became less favorable toward
 the end of 2004 and this trend is expected  to continue through 2005.  As  a
 result, the overall  pace of refinance  activity has  slowed.   Accordingly,
 competitive pressures  are expected  to increase  as a  greater emphasis  is
 placed on purchase money mortgages.

 In recent years, the  level of complexity in  the mortgage lending  business
 has increased significantly due to several factors:

   *   The continuing evolution of the secondary mortgage market has resulted
       in a proliferation of mortgage products;

   *   Greater regulation imposed on the industry has resulted in increased
       costs and the need for higher levels of specialization; and

   *   Interest rate volatility has risen over the last decade.

 At the same time,  homeowners' propensity to  refinance their mortgages  has
 increased as  the refinance  process has  become  more efficient  and  cost-
 effective.   The combined  result has  been large  swings in  the volume  of
 mortgage loans  originated from  year to  year.   These swings  in  mortgage
 origination volume have placed significant pressure on both the originations
 and the servicing sides of the mortgage business.

 Regulatory

 The mortgage lending industry is highly regulated under both federal,  state
 and local law.  Our mortgage banking  business is subject  to the rules  and
 regulations of, and examination by, the  following entities with respect  to
 the processing, origination, selling and servicing of mortgage loans:

   *   HUD;

   *   The Department of Veteran Affairs;

   *   Fannie Mae, Freddie Mac, Ginnie Mae; and

   *   Federal, state and local regulatory authorities.

 Our business is subject  to extensive federal, state  and local laws,  rules
 and regulations,  as  well as  judicial  and administrative  decisions  that
 impose requirements and restrictions on our business. At the federal  level,
 these laws and regulations include, among others:

   *   the Equal Credit Opportunity Act;

   *   the Federal Truth in Lending Act;

   *   the Home Ownership and Equity Protection Act;

   *   the Real Estate Settlement Procedures Act;

   *   the Fair Credit Reporting Act;

   *   the Fair Debt Collection Practices Act;

   *   the Home Mortgage Disclosure Act;

   *   the Fair Housing Act; and

   *   the Gramm-Leach-Bliley Act.

 In addition,  because we  originate mortgage  loans in  36 states,  we  must
 comply with the laws and regulations, as well as judicial and administrative
 decisions of those  jurisdictions. Further, individual  cities and  counties
 have begun to  enact laws that  restrict certain types  of loan  origination
 activities in those cities and counties.

 These federal,  state and  local laws,  rules and  regulations, among  other
 things:

   *   impose licensing obligations and financial requirements on us;

   *   limit the interest rates, finance charges and other fees that we may
       charge;

   *   prohibit discrimination;

   *   impose underwriting requirements;

   *   mandate disclosures and notices to consumers;

   *   mandate the collection and reporting of statistical data regarding
       our customers;

   *   impose underwriting requirements;

   *   regulate our marketing techniques and practices; and

   *   require us to safeguard non-public information about our customers.

 Our failure to comply with these laws, rules and regulations can lead to:

   *   civil and criminal liability;

   *   loss of approved status;

   *   demands for indemnification or loan repurchases from buyers of
       our loans;

   *   class action lawsuits; and

   *   administrative enforcement actions.

 We actively analyze and monitor the  laws, rules and regulations that  apply
 to our business, as well as the changes to such laws, rules and regulations.
 We seek to  maximize the  extent to which  we can  program applicable  laws,
 rules and regulations into our technology systems in order to minimize  non-
 compliance as a  result of human  error. In addition,  we regularly  provide
 training courses  and  distribute  summaries of  relevant  laws,  rules  and
 regulations to  all appropriate  personnel. Our  compliance with  applicable
 laws, rules  and regulations  is reviewed  not only  by our  own  compliance
 department, but by the warehouse lenders  who finance our loans, the  buyers
 that purchase our  loans, and the  state and  federal governmental  agencies
 that regulate us. Although we believe that we are currently in compliance in
 all material respects with applicable federal,  state and local laws,  rules
 and regulations, we cannot assure you that we are, or that we will  continue
 to be, in full compliance with such laws, rules and regulations.

 Additionally, there are a number of  proposed and recently enacted  federal,
 state and local laws  and regulations aimed  at lending practices  affecting
 borrowers  with  blemished   credit,  that  have   been  determined  to   be
 "predatory." In general,  these laws and  regulations will  impose new  loan
 disclosure requirements, restrict or prohibit  certain loan terms, fees  and
 charges such as prepayment penalties, and  will increase penalties for  non-
 compliance. Due  to  our lending  practices,  we  do not  believe  that  the
 existence of, or  compliance with, these  laws and regulations  will have  a
 material adverse  effect  on our  financial  condition and  our  results  of
 operations. However, there can be no  assurance that more restrictive  laws,
 rules and regulations  will not be  adopted in the  future or that  existing
 laws, rules  and  regulations will  not  be applied  in  a manner  that  may
 adversely  impact  our  business  or  make  compliance  more  difficult   or
 expensive.


 Item 2. Description of Property

 Our  corporate  and  administrative  headquarters  are  located  in   leased
 facilities in Oak Brook, Illinois.  These facilities comprise  approximately
 11,200 square feet of space in a building leased by us for a seven-year term
 at an annual rate of approximately $13.00 to $15.53 per square foot,  triple
 net, which lease expires in 2010.   We lease an  aggregate of 35 spaces  for
 our branch offices in  Oregon, Washington, Illinois, Tennessee,  California,
 North Carolina, New York,  Virginia, Georgia, Mississippi, Florida,  Nevada,
 Arkansas and Utah.   As of April  30, 2004, these  facilities had an  annual
 aggregate base rental of approximately $1.5 million and ranged in size  from
 250 to  11,200 square  feet with  remaining lease  terms ranging  from  four
 months to seven years.  We believe that our present facilities are  adequate
 for our current  level of  operations.  None  of our  leased facilities  are
 leased from our affiliates  or other related  parties.  We  do not have  any
 real estate holdings.

 Our corporate headquarters are located at 815 Commerce Drive, Suite 100, Oak
 Brook, Illinois 60523 and our telephone number is (630) 571-7222.


 Item 3. Legal Proceedings.

 We are  involved  in litigation  in  the  normal course  of  business.  This
 litigation is  not expected  to have  a material  effect on  our results  of
 operations or financial condition.


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

 There were no items submitted to a vote of security holders in the fourth
 quarter.


 Item 5. Market for Common Equity and Related Shareholder Matters.

 Our common stock has  been listed on the  American Stock Exchange, or  AMEX,
 under the  symbol "UFM"  since September  9,  2002.   From May 27,  1998  to
 September 8, 2002,  our  common  stock  was  listed  on  the  Chicago  Stock
 Exchange, or CSX, under the symbol "UFM".   As of July 28, 2004, there  were
 approximately 650 shareholders of record of our common stock.

 Market Information

 The table below sets forth the high and low sales price, as reported by AMEX
 or CSX, as applicable, for our common stock for the periods indicated.

                                                 High       Low
                                                ------     -----
   For the Fiscal Year Ended April 30, 2004
   ----------------------------------------
           First Quarter                        $11.50    $ 4.95
           Second Quarter                         7.79      6.30
           Third Quarter                          8.30      6.15
           Fourth Quarter                         7.50      5.40

   For the Fiscal Year Ended April 30, 2003
   ----------------------------------------
           First Quarter                        $ 2.75    $ 2.00
           Second Quarter                         3.05      2.00
           Third Quarter                          5.15      2.65
           Fourth Quarter                         5.10      3.93


 Dividends

 We have never declared or paid a  dividend  on our common stock.  Management
 expects that  a  substantial  portion  of our  earnings,  if  any,  for  the
 foreseeable future will  be used to  expand loan  origination and  servicing
 capabilities and therefore  management does not  foresee an  ability to  pay
 dividends  on our common stock.  The decision to  pay dividends, if any,  in
 the future  is within  the discretion  of our  Board of  Directors and  will
 depend upon our earnings, our capital requirements, financial condition  and
 other  relevant  factors  such  as  loan  covenants  or  other   contractual
 obligations.


 Equity Compensation Plan Information

 The table below sets  forth the following information  as of April 30,  2004
 for (i) all compensation plans previously  approved by our shareholders  and
 (ii) all compensation plans not previously approved by our shareholders:

    (a)  the number of securities to be issued upon the exercise
         of outstanding options, warrants and rights;

    (b)  the weighted-average exercise price of such outstanding
         options, warrants and rights;

    (c)  other than securities to be issued upon the exercise of
         such outstanding options, warrants and rights, the number
         of securities remaining available for future issuance
         under the plans.

         --------------------------------------------------------------
                      EQUITY COMPENSATION PLAN INFORMATION
         --------------------------------------------------------------
                           Number of        Weighted-       Number of
                         securities to      average         securities
                         be issued upon     exercise        remaining
                           exercise of      price of      available for
                           outstanding     outstanding        future
          Plan category      options         options         issuance
         --------------------------------------------------------------

         Equity
         compensation
         plans approved         -               -               -
         by security
         holders
         --------------------------------------------------------------
         Equity
         compensation
         plans not
         approved by         433,100          $4.12             -
         security
         holders
         --------------------------------------------------------------
         Total               433,100          $4.12             -
         --------------------------------------------------------------

 Selected Financial Data

 We are  providing the  following  summary information  to  aid you  in  your
 analysis of our company.  The majority of the financial information provided
 below was derived from our audited financial statements.  The information is
 only a  summary  and you  should  read  it in  conjunction  with  historical
 financial statements  and related  notes  and "Management's  Discussion  and
 Analysis of Financial  Conditions and  Results of  Operations" appearing  in
 Item 6 below.
                                ---------------------------------------------
                                  At or For the Fiscal Year Ended April 30,
                                ---------------------------------------------
                                   2004        2003        2002        2001
                                ---------   ---------   ---------   ---------
                                (Dollars in thousands, except per share data)
 Summary Balance Sheet Data:
 Total assets                  $  258,620  $  170,950  $   61,965  $   60,387
 Cash and cash equivalents         12,900       8,709       7,008       4,261
 Loans held for sale              223,635     154,735      51,417      52,719
 Mortgage servicing rights, net    16,438       4,735       1,340         592
 Warehouse lines of credit        217,519     151,473      50,210      51,052
 Shareholders' equity              29,669      12,880       8,298       7,430

 Summary of Operations:
 Revenues                      $   70,154  $   51,292  $   22,607  $   14,941
 Expenses                          62,193      43,461      20,304      13,901
                                ---------   ---------   ---------   ---------
 Earnings before income taxes       7,961       7,831       2,303       1,040
 Income taxes                       3,186       3,221       1,207         172
                                ---------   ---------   ---------   ---------
 Net income before cumulative
   effect of change in
   accounting principle (1)         4,775       4,610       1,096         868

 Cumulative effect of change
   in accounting principle (1),
   net of tax                           -          87           -           -
                                ---------   ---------   ---------   ---------

 Net income                         4,775       4,697       1,096         868
 Preferred stock dividends             39          39          39           -
                                ---------   ---------   ---------   ---------
 Net income available to
   common shareholders         $    4,736  $    4,658  $    1,057  $      868
                                =========   =========   =========   =========
 Per Share Data:
 Basic earnings per
   common share                $     1.01  $     1.18  $     0.26  $     0.21
 Diluted earnings per
   common share                $     0.97  $     1.16  $     0.26  $     0.21
 Book value per common share   $     4.97  $     3.29  $     2.10  $     1.83
 Weighted average number of
   shares outstanding (basic)       4,687       3,933       3,992       4,069
 Weighted average number of
   shares outstanding (diluted)     4,867       4,013       4,003       4,069
 Shares outstanding, net of
   treasury stock                   5,964       3,919       3,945       4,060

 ------------------------------
 (1) We recorded a cumulative effect of a change in accounting principle
     adjustment to reflect the fair value of rate lock commitments
     outstanding at May 1, 2002.  At May 1, 2002, we had approximately
     $41 million o  rate lock commitments with a fair value of $86,821,
     net of tax.
                                ---------------------------------------------
                                  At or For the Fiscal Year Ended April 30,
                                ---------------------------------------------
                                   2004        2003        2002        2001
                                ---------   ---------   ---------   ---------
                                (Dollars in thousands, except per share data)
 Other Data:
 Mortgage Loan Activity:
 Loans originated for resale
   Purchase money mortgages    $  545,600  $  326,400  $  306,400  $  220,400
   Refinancings                 2,188,500   1,637,400     551,300     167,600
 Number of:
   Mortgage loans originated       15,469      11,150       5,167       2,520
   Mortgage loans serviced          7,900       3,030         617         195
 Proceeds from sales of
   loans held for sale         $2,733,706  $1,900,627  $  876,539  $  378,647
 Net gains on sales of
   loans held for sale             59,433      45,316      18,720      12,230
 Loan servicing fees, net           2,407         368         202          79

 Mortgage Servicing Data:
 Mortgage loans serviced
   for others                  $1,400,958  $  526,166  $  107,176  $   33,805
 Capitalized mortgage
   servicing rights                16,438       4,735       1,340         592

 Other:
 Number of:
   Retail lending offices              30          20          12          10
   Wholesale lending offices            5           5           5           4
   Full-time employees                307         212         177         150
 Available warehouse
   lines of credit             $  297,600  $  187,000  $  100,000  $   85,000
 ----------------------------------------------------------------------------


 Item 6. Management's Discussion and Analysis of Operations.


                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 The following  discussion  provides  additional  information  regarding  our
 operations and financial condition for the two fiscal years ended  April 30,
 2004 and  2003.   This discussion  should be  read in  conjunction with  the
 "Selected  Financial  Data,"  our  audited  financial  statements,  and  the
 accompanying notes thereto.

 Critical Accounting Estimates

 Financial Reporting Release No. 60, released by the Securities and  Exchange
 Commission, requires  all  companies to  include  a discussion  of  critical
 accounting estimates  or  methods  used  in  the  preparation  of  financial
 statements.

 Mortgage Loans  Held for  Sale.   Mortgage  loans  held for  sale  represent
 mortgage loans originated and held pending sale to permanent investors.  The
 mortgages are carried  at lower of  cost or market  as determined by  market
 prices and yields in normal market outlets we use.  Gains or losses on  such
 sales are recognized at the time  legal title transfers to the investor  and
 are based upon  the difference  between the  sales proceeds  from the  final
 investor and the adjusted book value of the loan sold.

 Mortgage Servicing Rights.  We recognize  as a separate asset the rights  to
 service mortgage  loans  for  others. Mortgage  servicing  rights  that  are
 retained when  mortgage  loans  are sold  are  recorded  by  allocating  the
 previous carrying  amount of  the sold  loan  between the  servicing  rights
 retained and the  loans that  are sold. This  allocation is  based upon  the
 relative fair values of the mortgage servicing rights and the loans sold.

 The mortgage servicing rights asset is  amortized over the projected  period
 of, and in  proportion to,  the estimated  amount of  net servicing  income.
 Amortization of the mortgage servicing rights  asset will reduce the  amount
 of income that is  recorded in the respective  period from the servicing  of
 the mortgage loans.

 Each reporting period, we evaluate the fair value of our remaining  mortgage
 servicing rights assets. The amount by which the carrying amount of mortgage
 servicing rights exceeds the new estimate  of fair value is charged  against
 earnings for the period. Rather than  directly reducing the carrying  amount
 of the mortgage servicing rights asset, a valuation allowance is established
 for the same amount as the charge against earnings. In subsequent  reporting
 periods, depending  upon  current estimates  of  fair value,  the  valuation
 allowance may be reversed. The reversal  is limited to the remaining  amount
 of the  valuation allowance  and  will result  in  an increase  in  recorded
 earnings.

 Judgments and assumptions that are most critical to the application of  this
 accounting policy are the appropriate  risk-weighted discount rates used  to
 determine the present value of estimated  net future cash flows,  prepayment
 speeds that will determine the amount  and period of servicing revenue  that
 is expected  to  be  earned,  estimated costs  to  service  the  loans,  and
 estimated interest  earned on  amounts collected  for  real estate  tax  and
 property insurance premiums that  are held in escrow  until payment is  due.
 These assumptions are based upon actual performance of the underlying  loans
 and the general  market consensus regarding  changes in  mortgage and  other
 interest rates.  For example,  declining mortgage  interest rates  typically
 result in accelerated mortgage prepayments, which  tend to shorten the  life
 and reduce the value of the servicing rights asset.

 If  different  assumptions  and  conditions  were  to  prevail,   materially
 different  amortization  and  valuation  allowances  than  those  that  were
 recorded may be  required. Since, as  described above, so  many factors  can
 affect the value of mortgage servicing  rights, it is difficult to  predict,
 with any degree of certainty, the  effect on income if different  conditions
 or assumptions were to prevail.

 Derivative Financial Instruments.  Our mortgage-committed pipeline  includes
 interest rate lock commitments that have been extended to borrowers who have
 applied for loan funding  and meet certain  defined credit and  underwriting
 criteria.  Effective with the adoption of Statement of Financial  Accounting
 Standards ("SFAS")  No. 133,  "Accounting  for  Derivative  Instruments  and
 Hedging Activities," as amended,  we classify and  account for the  interest
 rate  lock commitments  as free-standing  derivatives.  At the  time of  the
 interest rate lock commitment,  no gain or loss  is recognized.   Subsequent
 changes in fair  value are determined  in accordance  with Staff  Accounting
 Bulletin ("SAB") 105, issued by the SEC, which states that future cash flows
 from servicing  rights  and  other  internally-developed  intangible  assets
 cannot  be  included  in  the  determination  of  a  rate  lock   commitment
 derivative.  The fair  value of interest rate  lock commitments is  included
 with loans held for sale, and changes in fair value are included in the  net
 gain on  sale of  loans.   The Company  uses other  derivative  instruments,
 including mortgage  forward delivery  contracts  to economically  hedge  the
 interest rate lock commitments, which are also classified and accounted  for
 as free-standing derivatives and  thus are recorded at  fair value with  the
 changes in fair value recorded to current earnings.

 Results of Operations

 Fiscal Years Ended April 30, 2004 and April 30, 2003

 Revenue
 The fiscal year ended April 30, 2004 was a period of significant growth  for
 the Company.  Loan volume and revenues increased substantially from year  to
 year.  In fact,  both revenue and loan  volume were at  record highs in  the
 year ended April 30, 2004.   The primary reasons for the increase in revenue
 and loan volume were the opening  of several new branch office locations  in
 fiscal 2004 and  late 2003  and the  purchase of  Portland Mortgage  Company
 ("PMC") in May, 2003,  set against a backdrop  of a favorable interest  rate
 environment.

 Gain on sale of loans increased 31%  from $45.3 million for the fiscal  year
 ended April 30, 2003  to $59.4  for the fiscal  year ended  April 30,  2004.
 This increase was attributable  to an increase in  originations of 39%  from
 $2.0 billion to $2.7 billion  and the related loan  sales.  The increase  in
 gain on sale of loans was less than the increase in originations as a result
 of the interest rate environment during  the year.  During fiscal year  2003
 and the beginning of fiscal year 2004 interest rates remained at  relatively
 low levels creating high volumes of refinance transactions.  In fiscal 2004,
 the market  slowed as  interest rates,  while still  low from  a  historical
 perspective, rose slightly and  then stabilized reducing the  attractiveness
 of refinance  transactions  thus  creating  competition  for  the  remaining
 transactions.  This price pressure reduces gain on sale in the form of lower
 loan origination fees, particularly in the retail origination channel.

 Loan servicing income  increased by $2.0  million, from  $.4 million  during
 fiscal year 2003 to $2.4 million  during fiscal year 2004  as a result of  a
 significant the increase  in mortgage loans  serviced at the  end of  fiscal
 2003 and throughout 2004. The mortgage loan servicing portfolio increased by
 $874.8 million, from  $526.2 million at  April 30, 2003 to  $1.4 billion  at
 April 30, 2004.  As a result of the size of the servicing portfolio and  the
 fact that the weighted average coupon of the mortgage loans serviced is well
 below prevailing interest rates, we should continue to generate increases in
 loan servicing income in 2005.

 Interest income increased 46% from $5.4 million for the year ended April 30,
 2003  to  $7.9 million  for the  fiscal  year ended  April  30, 2004.   This
 increase was attributable to the 39%  increase in overall loan  originations
 and the length of  time the loans were  held prior to  sale year over  year.
 The increase of  days loans were  held for sale  is a  function of  expanded
 warehouse line of credit capacity as well as selling loans in groups  rather
 than a one-by-one or flow basis.  Since our  cost of funds is less than  the
 income from the loans we originate and  hold for sale, the reduction in  the
 turnover ratio on the loans held for sale generates margin for the Company.

 Expenses
 Salary and commissions expenses  increased from $12.0  million, or 35%,  for
 the year ended April 30, 2003 from   $34.7 million to $46.8 million for  the
 year ended  April 30,  2004.   The  increase was  attributed to  three  main
 factors: increased volume of loans  originated and the related  commissions;
 continued investment  in the  expansion of  the  our sales  organization  as
 evidenced by the increase in retail loan offices from 20 to 30 and full-time
 employees from  212  to  307  at  the  ends  of  April  30,  2003  and  2004
 respectively; and, the increasing cost of commissions paid on wholesale loan
 originations due to the competitive interest rate environment in 2004.

 Selling and administrative  expenses increased  $5.3 million,  or 90%,  from
 $5.9 million for the  year ended April  30, 2003 to  $11.1 million for  year
 ended April  30,  2004.   Approximately  $2.3  million of  the  increase  is
 attributable to the 39% increase in  originations and the related impact  to
 direct selling  expenses such  as credit  reports, appraisals,  underwriting
 costs and investor  expenses.  Approximately  $1.4 million  of the  increase
 results from the use of lead generation and advertising costs by the  Retail
 Origination Division.   An additional  $1.2 million of the increase  relates
 to the market expansion of the retail loan offices from 12 at the  beginning
 of fiscal 2003 to  30 at the end  of fiscal 2004 and  the related impact  on
 rent and  occupancy  expenses of  those  offices.   The  Retail  Origination
 Division, while generally having  higher margins, does  have a higher  fixed
 cost structure, which  was highlighted during  fiscal year 2004  as the  new
 offices were launched.  The remaining $.4 million of increase in the selling
 and administrative costs  generally relate to  technology expenses,  volume-
 based quality control costs and investor relations expense increases.

 Depreciation expense increased  $.1 million from  $.2 million  for the  year
 ended April 30, 2003 to $.3 million for the year ended April 30, 2004.  This
 increase  principally  resulted  from  two  main  factors:  the  opening  or
 acquisition of new branch offices and the new technology investments,  which
 are  in   line  with   our  strategy   of  technological   advancement   and
 infrastructure improvements.

 Interest expense increased 49%  from $2.7 million for  the year ended  April
 30, 2003 to $4.0 million for the year  ended April 30, 2004, primarily as  a
 result of an increase in overall mortgage loan originations and the  average
 balance of notes payable on the warehouse lines of credit.

 Income taxes remained constant  at $3.2 million for  the fiscal years  ended
 April 30, 2003 and 2004 as taxable income between years remained  relatively
 consistent.

 Financial Condition

 April 30, 2004 and 2003

 At April 30, 2004,  our financial condition improved  relative to April  30,
 2003 reflecting higher cash and  cash equivalent balances, reduced  leverage
 ratios and a  130% increase in  total equity.   Total assets increased  from
 $171.0 million  at April  30, 2003  to  $258.6 million  at April  30,  2004,
 representing an increase of $87.7 million,  or 51%.  The primary reason  for
 the increase in  total assets  was the $69.0  million, or  45%, increase  in
 loans held for sale.   At April 30,  2004, loans held  for sale were  $223.6
 million, up from $154.7 million at  April 30, 2003.  This increase  resulted
 from both a  31% increase  in originations and  an increase  in the  average
 holding period of a loan.  In addition, at April 30, 2004, net mortgage loan
 servicing rights increased to $16.4 million  from $4.7 million, an  increase
 of 247% from April  30, 2003.  This  significant increase resulted from  our
 planned retention of servicing rights with respect to mortgage loans that we
 originated maximizing the retention of low  fixed rate loans while  interest
 rates were near  record low  levels.   Additionally, we  have increased  our
 holdings of cash and cash equivalents by $4.2 million to $12.9 million as of
 April 30, 2004.

 Total liabilities  increased by  $70.9 million,  or 45%,  to $229.0  million
 primarily as a  result of the  borrowings on the  warehouse lines of  credit
 which finance the  increase in loans  held for sale.   The  increase in  the
 warehouse lines of credit was $66 million, or  44%, at April 30, 2004.   The
 remaining increase in liabilities primarily relates to escrow funds payable,
 which is a function of the loans held for sale and deferred income taxes.

 Total shareholders' equity increased from $12.9 million at April 30, 2003 to
 $29.7 million at  April 30,  2004, an increase  of $16.8  million, or  130%.
 This increase was due primarily to  the $12.1 million net stock issuance  in
 December 2003 as well as earnings of $4.7 million for fiscal year 2004.

 Liquidity and Capital Resources

 Our sources of cash flow include  proceeds from the sale of mortgage  loans,
 interest income and fees from  originations, servicing fees and  borrowings.
 We sell our mortgage loans held  for sale continuously to generate cash  for
 operations.  Our  uses of  cash in  the short  term include  the funding  of
 mortgage loan  purchases  and originations  and  the retention  of  mortgage
 servicing  rights,  payment  of  interest,  repayment  of  amounts  borrowed
 pursuant  to  warehouse  lines  of  credit,  operating  and   administrative
 expenses, income taxes and capital expenditures.

 We  maintain  cash  balances  in excess  of the insurance limits provided by
 the  Federal  Deposit  Insurance  Corporation.  We  monitor  the   financial
 institutions where  these  balances  are  held to  limit  the  risk  on  the
 uninsured portions of those balances.  Additionally, we have adopted and are
 in the  process  of implementing  a  policy  to maintain  cash  balances  at
 institutions which are involved in the  warehouse lines of credit and  apply
 excess cash against outstanding warehouse balances between reporting periods
 to limit our cash exposure and reduce interest expense.

 For the  years  ended April  30,  2004 and  2003,  net cash  from  operating
 activities was $(51.1) million and $(98.2) million, respectively.  Net  cash
 from operating activities is  impacted primarily by  the origination of  and
 proceeds from the sale  of mortgage loans  held for sale  and the change  in
 prepaid expenses,  and  other assets,  accrued  expenses and  other  current
 liabilities.  For the year ended April 30, 2004, we originated $2.7  billion
 in loans held for  sale and received  proceeds of $2.7  billion on sales  of
 loans.  This compares to the origination  of $2.0 billion in loans held  for
 sale and the receipt of  $1.9 billion in proceeds  for the year ended  April
 30, 2003.  During  2004,  we  have  continued  to  pursue  our  strategy  of
 retaining servicing  rights on  certain  mortgage loans that  we  originate.
 Such retention  has resulted  in  some reduction  in  short term  cash  flow
 available to  us.  We  have  employed capital  to finance  the retention  of
 servicing rights.   However, the retention  of servicing  rights creates  an
 asset on our balance sheet and creates a future cash flow stream in the form
 of servicing income.

 Net cash from  investing activities increased  from $(1.2)  million for  the
 fiscal year ended April 30, 2003 to $(.9) million for the fiscal year  ended
 April 30, 2004.  The change  from 2003 to 2004  was primarily the result  of
 the net cash  of $.3 million  received in the  PMC acquisition  as the  cash
 balances of PMC exceeded  the cash paid related  to the acquisition  through
 April 30, 2004.  We anticipate  additional cash payments will be made  under
 the terms of the acquisition agreement.

 Cash flow from financing activities for  the fiscal years 2004 and 2003  was
 $56.2 million and  $101.1 million, respectively.   This cash  flow over  the
 last two years  primarily relates  to increases  in our  warehouse lines  of
 credit  as  a   result  of  the   increase  in   our  originations   volume.
 Additionally, in December 2003, we issued common stock in a public  offering
 and received proceeds of $12.1 million.

 The net cash  flow from operating,  financing and  investing activities  was
 $4.2 million for the fiscal year ended  April 30, 2004 and $1.7 million  for
 the fiscal year ended April 30, 2003.

 Cash flow requirements depend on the  level and timing of our  activities in
 loan origination in relation to the  timing of the sale  of  such loans.  In
 addition, we  require  cash flow  for  the payment  of  operating  expenses,
 interest expense and capital expenditures.   Currently, our primary  sources
 of funding are borrowings under warehouse lines of credit, proceeds from the
 sale of loans and internally generated funds.

 Liquidity refers  to the  ability or  the  financial flexibility  to  manage
 future cash flows and fund operations on a timely and cost-effective  basis.
 We fund our business, in part, through the use of warehouse lines of credit.
 Outstanding borrowings pursuant  to the  warehouse lines  of credit  totaled
 $217.5 million and $151.5 million at April 30, 2004 and 2003,  respectively.
 The  interest  rates  on  the  warehouse lines  of credit  vary and resulted
 in  a  weighted  average  rate  of  2.6%  and 2.9%  at  April 30,  2004  and
 2003, respectively.  On  August 1, 2003,  we consolidated  several warehouse
 arrangements into one amended and  restated warehouse credit agreement  with
 five commercial banks.   Under the terms  of the agreement,  we have a  $110
 million credit facility expiring August 29, 2004, generally at a rate of the
 30-day LIBOR plus  140 basis points.   In December  2003, this facility  was
 reduced to $85 million to release one  of the member banks; however, it  was
 increased in April 2004 back to $110 million when that bank was replaced and
 further increased to  $150 million  on a  temporary basis  through June  14,
 2004.  In  addition,  we have another credit  facility which allows for  the
 funding and purchase of mortgage loans in an amount up to $150.0 million  at
 rates varying  between LIBOR  plus  95 basis  points  and 140  basis  points
 depending on the underlying loan  characteristics through its expiration  on
 August 26, 2004.  Additionally, we have a warehouse line for commercial loan
 production with another bank for $2.6  million.  Borrowings under this  line
 are at the prime rate at the time of  the draw, and the facility expires  in
 October  of 2004.  We have  entered into another  facility with an  investor
 which allows us to warehouse up to $35  million in loans which will be  sold
 to them at a rate  which is margin based  on the underlying collateral  over
 the one-month  LIBOR.  This  facility  expires August  31, 2005.   While  we
 intend to  renew these  facilities at  their respective  expirations, if  we
 cannot successfully maintain our existing credit facilities or replace  them
 with comparable financing sources,  we may be required  to curtail our  loan
 origination activities, which would  have a material  adverse effect on  our
 financial condition and results of operations. Because our credit facilities
 are short-term  lending  commitments,  the lenders  may  respond  to  market
 conditions which  may favor  an alternative  investment strategy  for  them,
 making it more difficult for us to secure continued financing.

 Additionally, our warehouse credit facilities contain extensive restrictions
 and covenants  that, among  other things,  require us  to satisfy  specified
 financial tests. If we fail  to meet or satisfy  any of these covenants,  we
 would be in default  under these agreements and  our lenders could elect  to
 declare all amounts outstanding under the  agreements to be immediately  due
 and payable, enforce their interests  against collateral pledged under  such
 agreements and restrict  our ability  to make  additional borrowings.  These
 agreements also  contain  cross-default provisions,  so  that if  a  default
 occurs under any one agreement, the lenders under our other agreements could
 also declare a default.

 Off-Balance Sheet Arrangements

 We currently outsource servicing of our mortgage loans held in our servicing
 portfolio.  The escrow funds of the underlying borrowers are not included in
 our balance sheet.  At April 30, 2004 and 2003, the amount of funds escrowed
 at the subservicer was $6.5 million and $2.1 million, respectively.

 Qualitative and Quantitative Disclosure About Market Risk

 Qualitative Information About Market Risk.  The principal objectives of  our
 interest rate  risk  management  are to  evaluate  the  interest  rate  risk
 included  in  balance  sheet  accounts,  to  determine  the  level  of  risk
 appropriate given our business strategy, operating environment, capital  and
 liquidity requirements and  performance objectives  and to  manage the  risk
 consistent with our policy.  Through this management, we seek to reduce  the
 vulnerability of our operations to changes in interest rates.  Our Board  of
 Directors is  responsible  for reviewing  policies  and interest  rate  risk
 position.   Our  Board of  Directors  reviews the  position  on at  least  a
 quarterly basis.  In  connection with  this review, our  Board of  Directors
 evaluates our  business  activities  and strategies,  the  effect  of  those
 strategies on the  market value  of our loans  held for  sale and  servicing
 portfolios, and the effect  the changes in interest  rates will have on  our
 loans held for sale and servicing portfolios.

 In addition to the reviews made  by our Board of  Directors, we also have  a
 separate department, the Secondary Marketing Department, that is responsible
 for taking actions to protect us  against abrupt and unpredictable  interest
 rate fluctuates.  Our  Board of Directors has  adopted a formal policy  that
 governs the  Secondary Marketing  Department and  sets forth  policies  with
 respect to, among other things, our hedging strategies and sales of mortgage
 loans in the secondary market.

 The continuous movement of interest rates is certain.  However, the  extent,
 timing and direction  of these  movements is  not always  predictable.   Any
 movement in interest rates has an effect on our profitability.  The value of
 loans, which we have either originated or committed to originate,  decreases
 as interest rates rise and conversely, the value increases as interest rates
 fall.  The value of mortgage servicing rights tends to move inversely to the
 value of loans, increasing in value as interest rates rise and decreasing in
 value as interest rates fall.  In turn, this affects the prepayment speed of
 loans underlying our mortgage servicing rights.

 Because it is unlikely that any particular movement in interest rates  could
 affect only  one  aspect of  our  business, many  of  our products  move  in
 offsetting directions to  each other.   For  instance, the  decrease in  the
 value of  our mortgage  servicing portfolio  associated  with a  decline  in
 interest rates usually will not occur without some degree of increase in new
 mortgage loan production, which may offset the decrease in the value of  the
 mortgage servicing portfolio.

 Quantitative Information About Market Risk.  The primary market risk  facing
 us is interest rate  risk.  From an  enterprise perspective, we manage  this
 risk by  striving  to  balance  our  loan  origination  and  loan  servicing
 businesses, which are counter cyclical in  nature.  In addition, we  utilize
 various  hedging  techniques  to  manage  the  interest  rate  risk  related
 specifically to our committed pipeline  loans, mortgage loan inventory,  and
 mortgage servicing rights.  We primarily utilize forward sales of  mortgage-
 backed securities.  These instruments most closely track the performance  of
 our committed  pipeline  of  loans  because  the  loans  themselves  can  be
 delivered directly into these contracts.

 The overall objective of  our interest rate risk  management policies is  to
 offset changes  in the  values  of these  items  resulting from  changes  in
 interest rates.  We do not speculate  on the direction of interest rates  in
 our management of interest rate risk for the purpose of generating revenue.

 Current Developments

 On June 29, 2004, we announced the roll-out and implementation of  OpenClose
 MTG. OpenClose MTG is a web-based loan transaction platform that  eliminates
 third-party transaction issues, networks mortgage brokers and loan officers,
 offers online origination,  automates loan approval  and provides  real-time
 pipeline reports. For those loan officers  already using a loan  origination
 system such as Calyx Point, OpenClose  MTG provides the ability to upload  a
 loan file from their current loan origination software. Mortgage brokers and
 loan officers will be able to securely access and edit all of their mortgage
 loan files  from  any  computer with  Internet  access.  The  OpenClose  MTG
 platform can double or  even triple the amount  of submissions a lender  can
 process, shortening the filing to funding commitment time from a typical 24-
 to 48-hour time period down to five minutes.

 Industry Trends

 We believe  that  the industry  will  continue  to offer  broader  and  more
 diversified product offerings  and that technology  will play an  increasing
 part in real estate  transactions.  This includes  expanded use of  Internet
 capabilities, which we will continue to  aggressively pursue.  Our  business
 base principally is concentrated in the  Midwest and Western United  States.
 As such, we may be  subject to the effects  of economic conditions and  real
 estate markets specific to such locales.

 Inflation and Seasonality

 We  believe  that  the  effect of inflation, other than its potential effect
 on  market  interest  rates,  has  been  insignificant  thus  far.   Due  to
 technological and infrastructure advancements, an increase  in our servicing
 portfolio, and the opening  of additional branches, we  hope to continue  to
 minimize seasonality fluctuations.


 Item 7.  Financial Statements


                       UNITED FINANCIAL MORTGAGE CORP.

                             FINANCIAL STATEMENTS
                           April 30, 2004 and 2003


                              TABLE OF CONTENTS



 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....       26


 FINANCIAL STATEMENTS

   BALANCE SHEETS ...........................................       27

   STATEMENTS OF INCOME .....................................       28

   STATEMENTS OF SHAREHOLDERS' EQUITY .......................       29

   STATEMENTS OF CASH FLOWS .................................       30

   NOTES TO FINANCIAL STATEMENTS ............................      31-52


<PAGE>


           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



 Board of Directors and Shareholders
 United Financial Mortgage Corp.
 Oak Brook, Illinois


 We have audited the accompanying balance sheets of United Financial Mortgage
 Corp. as of April 30, 2004 and  2003, and the related statements of  income,
 shareholders'  equity,  and  cash  flows  for the  years  then ended.  These
 financial statements  are the  responsibility of  the Company's  management.
 Our responsibility is to  express an opinion  on these financial  statements
 based on our audits.

 We conducted  our audits  in accordance  with the  standards of  the  Public
 Company Accounting Oversight Board (United States).  Those standards require
 that we plan  and perform  the audit  to obtain  reasonable assurance  about
 whether the  financial statements  are free  of material  misstatement.   An
 audit includes examining, on a test basis,  evidence supporting the  amounts
 and  disclosures  in  the  financial  statements.  An  audit  also  includes
 assessing  the  accounting principles used  and  significant estimates  made
 by  management,  as  well  as  evaluating  the overall  financial  statement
 presentation.  We believe that our audits provide a reasonable basis for our
 opinion.

 In our opinion, the financial statements  referred to above present  fairly,
 in all  material  respects,  the  financial  position  of  United  Financial
 Mortgage Corp. at April 30, 2004 and 2003 and the results of its  operations
 and its  cash flows  for the  years  then ended  in  conformity with  U.  S.
 generally accepted accounting principles.

 As discussed in Note 1 to  the consolidated financial statements, on  May 1,
 2002, the Company adopted new accounting guidance on derivative instruments.


                                    Crowe Chizek and Company LLC

 Oak Brook, Illinois
 July 8, 2004

<PAGE>
                       UNITED FINANCIAL MORTGAGE CORP.
                                BALANCE SHEETS
                           April 30, 2004 and 2003

 ----------------------------------------------------------------------------

                                                     2004             2003
                                                 -----------      -----------
 ASSETS
   Cash and due from other financial
     institutions                               $ 10,967,950     $  1,541,445
   Interest-bearing deposits in other
     financial institutions                        1,932,526        7,167,546
                                                 -----------      -----------
     Total cash and cash equivalents              12,900,476        8,708,991

   Restricted cash                                 1,388,231          745,039
   Certificates of deposit                           434,184          431,884
   Loans held for sale                           223,634,641      154,734,980
   Notes receivable - related parties                 11,889           53,984
   Mortgage servicing rights, net                 16,438,437        4,735,490
   Premises and equipment, net                     1,184,974          592,516
   Goodwill                                          574,990           96,105
   Prepaid expenses and other assets               2,052,676          851,370
                                                 -----------      -----------
     Total assets                               $258,620,498     $170,950,359
                                                 ===========      ===========

 LIABILITIES AND SHAREHOLDERS' EQUITY
 Liabilities
   Warehouse lines of credit                    $217,519,477     $151,473,234
   Note payable                                            -          350,000
   Accrued expenses and other liabilities         11,431,945        6,247,075
                                                 -----------      -----------
     Total liabilities                           228,951,422      158,070,309

 Shareholders' equity
   Preferred stock, 5,000,000 authorized, no
     par value, Series A redeemable shares, 63
     issued and outstanding at April 30, 2004
     and 2003 (aggregate liquidation preference
     of $315,000)                                    315,000          315,000
   Common stock, no par value, 20,000,000 shares
     authorized, 6,140,843 shares issued at
     April 30, 2004 and 4,095,229 shares issued
     at April 30, 2003                            18,687,023        6,634,403
   Retained earnings                              10,988,643        6,252,237
   Treasury stock, 176,700 shares at April 30,
     2004 and 2003, at cost                         (321,590)        (321,590)
                                                 -----------      -----------

     Total shareholders' equity                   29,669,076       12,880,050
                                                 -----------      -----------

     Total liabilities and shareholders' equity $258,620,498     $170,950,359
                                                 ===========      ===========

 ----------------------------------------------------------------------------

               See accompanying notes to financial statements.

<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                             STATEMENTS OF INCOME
                     Years ended April 30, 2004 and 2003

 ----------------------------------------------------------------------------

                                                     2004             2003
                                                 -----------      -----------
 Revenues
   Gain on sale of loans, net                   $ 59,432,996     $ 45,316,255
   Loan servicing income, net                      2,407,024          368,336
   Interest income                                 7,949,669        5,449,380
   Other income                                      364,248          157,647
                                                 -----------      -----------
      Total revenues                              70,153,937       51,291,618

 Expenses
   Salaries and commissions                       46,770,020       34,736,981
   Selling and administrative                     11,126,345        5,866,086
   Interest expense                                4,006,039        2,686,621
   Depreciation                                      290,994          171,545
                                                 -----------      -----------
      Total expenses                              62,193,398       43,461,233

 Income before income taxes
   and cumulative effect of change
   in accounting principle                         7,960,539        7,830,385

 Income taxes                                      3,185,633        3,221,090
                                                 -----------      -----------
 Income before cumulative effect
   of change in accounting principle               4,774,906        4,609,295

 Cumulative effect of change in
   accounting principle, net of tax                        -           86,821
                                                 -----------      -----------
 Net income                                        4,774,906        4,696,116

 Preferred stock dividends                            38,500           38,500
                                                 -----------      -----------
 Net income for common shareholders             $  4,736,406     $  4,657,616
                                                 ===========      ===========
 Basic earnings per common share
   before cumulative effect of change
   in accounting principle                      $       1.01     $       1.16

 Per share cumulative effect of a
   change in accounting principle                          -              .02
                                                 -----------      -----------
 Basic earnings per common share                $       1.01     $       1.18
                                                 ===========      ===========
 Diluted earnings per common share
   before cumulative effect of change
   in accounting principle                      $        .97     $       1.14

 Per share cumulative effect of a
   change in accounting principle                          -              .02
                                                 -----------      -----------
 Diluted earnings per common share              $        .97     $       1.16
                                                 ===========      ===========

 ----------------------------------------------------------------------------

               See accompanying notes to financial statements.

<PAGE>
<TABLE>

                               UNITED FINANCIAL MORTGAGE CORP.
                             STATEMENTS OF SHAREHOLDERS' EQUITY
                             Years ended April 30, 2004 and 2003

 --------------------------------------------------------------------------------------------

                               Preferred      Common      Retained     Treasury
                                 Stock         Stock      Earnings       Stock        Total
                               ---------    ----------   ----------    --------    ----------
 <S>                          <C>          <C>          <C>           <C>         <C>
 Balance, May 1, 2002         $  315,000   $ 6,633,903  $ 1,594,621   $(245,961)  $ 8,297,563

 Net income                            -             -    4,696,116           -     4,696,116

 Preferred stock dividend              -             -      (38,500)          -       (38,500)

 Purchase of 27,800 shares
   of treasury stock                   -             -            -     (77,329)      (77,329)

 Issuance of 680 treasury shares       -             -            -       1,700         1,700

 Exercise of 200 options               -           500            -           -           500
                               ---------    ----------   ----------    --------    ----------

 Balance, April 30, 2003         315,000     6,634,403    6,252,237    (321,590)   12,880,050

 Net income                            -             -    4,774,906           -     4,774,906

 Preferred stock dividend              -             -      (38,500)          -       (38,500)

 Issuance, net of cost,
   of 2,039,214 shares
   of common stock                     -    12,037,485            -           -    12,037,485

 Exercise of 6,400 options             -        15,135            -           -        15,135
                               ---------    ----------   ----------    --------    ----------

 Balance, April 30, 2004      $  315,000   $18,687,023  $10,988,643   $(321,590)  $29,669,076
                               =========    ==========   ==========    ========    ==========

 --------------------------------------------------------------------------------------------

                             See accompanying notes to financial statements.

</TABLE>
<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                           STATEMENTS OF CASH FLOWS
                     Years ended April 30, 2004 and 2003

 -----------------------------------------------------------------------------

                                                      2004            2003
                                                  ------------    ------------
 Cash flows from operating activities
  Net income                                     $   4,774,906   $   4,696,116
  Adjustments to reconcile net income to net
    cash provided by operating activities
     Depreciation                                      290,994         171,545
     Amortization of mortgage servicing rights       2,690,367         715,955
     Impairment of mortgage servicing rights        (1,229,137)      1,060,111
     Cumulative effect of a change in
       accounting principle                                  -         (86,821)
     Gain on sales of loans                        (59,432,996)    (45,316,255)
     Origination of mortgage loans
       held for sale                            (2,734,576,016) (1,963,800,825)
     Proceeds from sale of mortgage loans
       held for sale                             2,733,706,287   1,900,627,475
     Change in prepaid expenses and
       other assets                                 (1,619,453)        454,159
    Change in accrued expenses and
      other liabilities                              4,304,679       3,245,525
                                                  ------------    ------------
      Net cash from operating activities           (51,090,369)    (98,233,015)

 Cash flows from investing activities
  Net change in certificates of deposit                 (2,300)        (11,884)
  Acquisition of mortgage company net of
    cash acquired                                      264,873               -
  Purchase of premises and equipment, net             (631,445)       (465,981)
  Changes in note receivable and
    related parties, net                                46,485          26,663
  Restricted cash                                     (554,216)       (745,039)
                                                  ------------    ------------
    Net cash from investing activities                (876,603)     (1,196,241)

 Cash flows from financing activities
  Purchase of treasury stock, net                            -         (75,629)
  Issuance of common stock, net of
    issuance costs                                  12,052,620             500
  Changes in warehouse lines of credit, net         44,455,837     101,263,672
  Repayment of note payable                           (350,000)        (19,836)
  Preferred stock dividend                                   -         (38,500)
                                                  ------------    ------------
    Net cash from financing activities              56,158,457     101,130,207
                                                  ------------    ------------
 Increase in cash and cash equivalents               4,191,485       1,700,951

 Cash and cash equivalents at beginning of year      8,708,991       7,008,040
                                                  ------------    ------------
 Cash and cash equivalents at end of year        $  12,900,476   $   8,708,991
                                                  ============    ============
 Supplemental information
  Interest paid                                  $   3,505,863   $   2,619,935
  Taxes paid                                         1,225,551       1,141,511


 -----------------------------------------------------------------------------

                   See accompanying notes to financial statements.

<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2004 and 2003


 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


 Description of Business:
 -----------------------
 United Financial Mortgage  Corp. ("UFMC" or  "the Company")  is an  Illinois
 corporation organized to engage in the business of originating, selling  and
 servicing residential mortgages.  Although  the  Company's mortgage  banking
 business has primarily focused on retail and wholesale residential  mortgage
 origination activities, the  Company has  expanded its  business to  include
 mortgage servicing by retaining servicing rights on selected mortgage  loans
 that were  originated by  the Company.  The  Company's  principal  lines  of
 business are  conducted  in  36  states through  its  Wholesale  Origination
 Division, its Retail Origination Division and its Servicing Division.  While
 the Company's  management  monitors  the  revenue  streams  of  the  various
 products and services, operations are managed  and financial performance  is
 evaluated  on  a  company-wide basis.  Accordingly,  all  of  the  Company's
 mortgage banking operations are considered by management to be aggregated in
 one reportable operating segment.  The Company is an approved mortgage  loan
 seller/servicer with the Federal Home Loan Mortgage Corporation and with the
 Federal National  Mortgage  Association.  In  addition,  the Company  is  an
 approved mortgagee with  the Government National  Mortgage Association,  the
 Federal Housing Administration, and the Department of Veteran's Affairs.

 The Company  earns  revenue both  as  an originator  and  as a  servicer  of
 mortgage loans.  The Company's primary source of revenue is the  recognition
 of gain  on the  sale of  its mortgage  loans.   Additionally, it  generates
 revenue from origination  fees and interest  income earned  on the  mortgage
 loans that the  Company originates and  the income it  earns from  servicing
 mortgage loans.  Expenses largely consist  of: (i) commissions paid to  loan
 originators on closed  mortgage loans; (ii)  salaries and  benefits paid  to
 employees  other  than   loan  originators;   (iii)  general   selling   and
 administrative expenses such as occupancy  costs and advertising costs;  and
 (iv) interest paid under the Company's warehouse credit facilities.


 Use of Estimates:
 ----------------
 U.S. generally  accepted accounting  principles require  management to  make
 estimates and assumptions in preparing financial statements that affect  the
 amounts reported and disclosed.  These estimates and assumptions may  change
 in the future, and future results could differ from these estimates.   Areas
 involving the  use  of management's  estimates  and assumptions,  which  are
 susceptible to change in the near term, include the valuation of loans  held
 for sale, mortgage servicing rights and derivatives.


 Cash and Cash Equivalents:
 -------------------------
 Cash and cash  equivalents include both  non-interest-bearing and  interest-
 bearing deposits with other financial institutions with original  maturities
 of three months or less.


 Restricted Cash:
 ---------------
 The Company has elected to maintain  cash balances with its warehouse  banks
 to facilitate borrowings under the terms of its warehouse credit  facilities
 and the gross amount  of these cash balances  is presented in the  financial
 statements as restricted cash.


 Loans Held for Sale and Related Derivatives:
 -------------------------------------------
 Loans held for  sale include  deferred origination  fees and  costs and  are
 stated at the lower of cost  or market value in  the aggregate.  The  market
 value of mortgage loans held for sale  is based on market prices and  yields
 at period end in normal market outlets used by the Company.

 The Company  enters  into  derivatives that  include  forward  contracts  to
 deliver loans and mortgage-backed securities.  Forward contracts are used to
 manage interest rate risk on loans held  for sale and the pipeline of  loans
 in process.  The loans held for sale are generally sold pursuant to  forward
 contracts.  Under  Statement  of  Financial  Accounting Standards  No.  133,
 Accounting for Derivative  Instruments and  Hedging Activities,  (SFAS 133),
 forward contracts are carried at fair value, while the change in fair  value
 of loans held  for sale  will be  recorded to  offset the  value of  forward
 contracts designated as effective hedges.  The fair value of derivatives  is
 included with the balance of loans held for sale.  Changes in the fair value
 of derivatives and the offsetting change in fair value of hedged loans  held
 for sale is included in gain on sale of loans in the statements of income.

 The  pipeline  of  loans  in  process  includes  commitments  to make  loans
 at  specific  interest   rates  (rate  lock  commitments).  The   Derivative
 Implementation Group  (DIG)  of  the Financial  Accounting  Standards  Board
 (FASB) issued guidance on mortgage loan rate lock commitments to  borrowers.
 The  guidance  categorizes  rate  lock  commitments  intended  for  sale  as
 derivatives and was  effective May 1,  2002.   On May 1,  2002, the  Company
 began recording the fair value of rate lock commitments as derivatives.   At
 the time of interest  rate lock commitment, no  gain or loss is  recognized.
 Subsequent changes in fair  value are recorded in  earnings.  Fair value  is
 determined based  on  the  effect  that  change  in  market  interest  rates
 subsequent to the  commitment date have  on the value  of the related  loan.
 The fair value  of rate  lock commitments is  included with  loans held  for
 sale, and changes  in fair value  are included in  the net gain  on sale  of
 loans.

 Effective  May 1, 2002,  this  guidance required  the  Company to  record  a
 cumulative effect of a change in accounting principle adjustment to  reflect
 the fair value  of rate  lock commitments outstanding  at May 1,  2002.   At
 May 1, 2002,  the  Company  had  approximately  $41  million  of  rate  lock
 commitments with a fair value of $86,821, net of tax.

 The Securities and Exchange Commission  ("SEC") has issued Staff  Accounting
 Bulletin (SAB)  No.  105,  "Application of  Accounting  Principles  to  Loan
 Commitments." SAB 105 states  that future cash  flows from servicing  rights
 and other internally-developed intangible assets  cannot be included in  the
 determination of fair value  of rate lock commitment  derivatives.  The  SAB
 also discusses disclosure requirements for rate lock commitment  derivatives
 and is required to  be applied to rate  lock commitments entered into  after
 March 31,  2004.   At April  30, 2004  this  SAB  did not   have a  material
  effect  on  the  financial  statements,  as  servicing  rights  and   other
 internally-developed intangible assets are not included in the value of  the
 Company's rate lock commitments.


 Mortgage Servicing Rights, Net:
 ------------------------------
 The Company originates mortgage loans for  sale to the secondary market  and
 sells the loans on either a servicing retained or servicing released  basis.
 Servicing rights  are  recognized  as assets  for  the  allocated  value  of
 retained servicing  rights on  loans sold.   The  capitalized cost  of  loan
 servicing rights  is amortized  in  proportion to  and  over the  period  of
 estimated  net  future  servicing  revenue.   The  expected  period  of  the
 estimated net servicing income is based, in part, on the expected prepayment
 of the underlying mortgages.

 Mortgage  servicing  rights  are  periodically  evaluated  for   impairment.
 Impairment represents the excess of amortized  cost over its estimated  fair
 value.  Impairment  is evaluated based  upon the fair  value of the  assets,
 using groupings  of the  underlying loans  as to  interest rates  and  then,
 secondarily, as to  geographic, loan type  and term  characteristics.   Fair
 value  is  determined   using  prices  for   similar  assets  with   similar
 characteristics, when available, or based  upon discounted cash flows  using
 market-based assumptions.   Any impairment of  a grouping is  reported as  a
 valuation allowance.   The impairment charges  incurred and reversed  during
 the periods ended April 30, 2004 and 2003 were a result of this process  and
 the change in market values during those periods.


 Impact of Interest Rate Fluctuations:
 ------------------------------------
 Interest rate  fluctuations generally  have a  direct impact  on a  mortgage
 banking  institution's  financial  performance.   Significant  increases  in
 interest rates  may  make  it more  difficult  for  potential  borrowers  to
 purchase  residential  property  and  to qualify for mortgage loans  as well
 as potentially reduce  the number  of borrowers  who may  seek to  refinance
 their current loans.  As a result,  the volume and related income from  loan
 originations may be reduced.  Significant  increases in interest rates  will
 also generally increase the value of the Company's servicing portfolio as  a
 result of slower than anticipated prepayment activity.

 Significant decreases in interest rates may enable more potential  borrowers
 to qualify for a  mortgage loan, resulting in  higher income related to  the
 loan  originations.  However,  significant decreases in  interest rates  may
 result  in  higher than  anticipated loan prepayment activity and  therefore
 reduce the value of the loan servicing portfolio.


 Premises and Equipment:
 ----------------------
 Premises and equipment  are stated  at cost  less accumulated  depreciation.
 Depreciation is  computed primarily  on the  straight-line method  over  the
 estimated useful lives of the assets.   The cost of maintenance and  repairs
 is  charged  to  expense  as  incurred,  and  significant  improvements  are
 capitalized.  At the time of sale or disposition of an asset, the applicable
 cost and accumulated depreciation are removed from the books.


 Income and Expense Recognition:
 ------------------------------
 The Company sells loans on both a servicing retained and  servicing-released
 basis.   Gain or  loss is  recognized  upon delivery  of  the loans  to  the
 purchaser.  The gain or  loss is equal to  the difference between the  sales
 price  and  the  carrying  amounts  of  the  loans  sold.  Loan  revenue  is
 recognized into gain on  sale at the  time of sale  and consists of  various
 items including commitment fees, underwriting  fees, and other charges  that
 the customer pays to the Company.  Certain direct loan origination costs for
 loans held for sale are deferred until the related loans are sold.

 Salaries and commissions related to the  origination of loans held for  sale
 and other corporate purposes  are disclosed as a  separate line item on  the
 statements of income.

 Interest on  loans  held for  sale  is credited  to  income as  earned,  and
 interest on warehouse lines of credit is charged to expense as incurred.


 Income Taxes:
 ------------
 Deferred tax assets and liabilities are recognized for temporary differences
 between the financial  reporting basis and  the tax basis  of the  Company's
 assets and liabilities.   Deferred taxes  are recognized  for the  estimated
 taxes ultimately payable or recoverable based on enacted tax laws.   Changes
 in enacted tax rates and laws  are reflected in the financial statements  in
 the periods in which they occur.


 Series A Preferred Stock:
 ------------------------
 The Series A  preferred stock is  nonvoting, is nonparticipating  and has  a
 liquidation preference upon dissolution of the Company of $5,000 per  share.
 The holders of the preferred stock are entitled to a variable dividend  only
 at the discretion of and determination by the Board of Directors.


 Earnings Per Common Share:
 -------------------------
 Basic earnings  per  common  share  is  net  income,  less  preferred  stock
 dividends,  divided  by  the  weighted  average  number  of  common   shares
 outstanding during the period.  Diluted  earnings per common share  includes
 the dilutive effect  of additional  potential common  shares issuable  under
 stock options and warrants.


 Stock Compensation:
 ------------------
 Employee compensation  expense under  stock options  is reported  using  the
 intrinsic value method.   No stock-based compensation  cost is reflected  in
 net income for common shareholders, as  all options granted had an  exercise
 price equal to  or greater than  the market price  of the underlying  common
 stock at date of grant.  The  following table illustrates the effect on  net
 income for  common  shareholders and  earnings  per share  if  expense  were
 measured using  the  fair value  recognition  provisions of  FASB  Statement
 No. 123, Accounting for Stock-Based Compensation.  Certain adjustments  were
 made to the pro forma calculations in prior years to be consistent with  the
 current year presentation.

                                                        2004          2003
                                                     ----------    ----------

  Net income for common shareholders, as reported   $ 4,736,406   $ 4,657,616
  Deduct:  Stock-based compensation expense
    determined under fair value based method            151,891       107,212
                                                     ----------    ----------
  Pro forma net income for common shareholders      $ 4,584,515   $ 4,550,404
                                                     ==========    ==========

  Basic earnings per share as reported                     1.01          1.18
  Pro forma basic earnings per share                        .98          1.16
  Diluted earnings per share as reported                    .97          1.16
  Pro forma diluted earnings per share                      .94          1.13


 The pro forma effects  are computed using option  pricing models, using  the
 following weighted-average assumptions as of grant date.

                                                        2004          2003
                                                     ----------    ----------
      Risk-free interest rate                             2.67%          3.00%
      Expected option life                             5 years        5 years
      Expected stock price volatility                   123.57%         72.61%
      Dividend yield                                       N/A            N/A
      Weighted average fair value per option granted   $  5.63        $  1.66


 Loss Contingencies:
 ------------------
 Loss contingencies,  including  claims  and legal  actions  arising  in  the
 ordinary course of business, are recorded as liabilities when the likelihood
 of loss  is probable  and an  amount  or range  of  loss can  be  reasonably
 estimated.  Management does not believe that there now are such matters that
 will have a material effect on the financial statements.


 New Accounting Pronouncements:
 -----------------------------
 During the  fiscal  2004  year, the  Company  adopted  FASB  Statement  143,
 Accounting for Asset Retirement Obligations; FASB Statement 145,  Rescission
 of FASB  Statements 4,  44, and  64,  Amendment of  FASB Statement  13,  and
 Technical Corrections; FASB Statement  146, Accounting for Costs  Associated
 With Exit  or Disposal  Activities; FASB  Statement 149,  Amendment of  FASB
 Statement  133  on  Derivative  Instruments  and  Hedging  Activities;  FASB
 Statement 132  (revised 2003),  Employers'  Disclosures About  Pensions  and
 Other  Postretirement   Benefits;   FASB  Interpretation   45,   Guarantor's
 Accounting  and   Disclosure   Requirements  for   Guarantees;   and,   FASB
 Interpretation 46, Consolidation of Variable Interest Entities.  Adoption of
 the new standards did not materially affect the Company's operating  results
 or financial condition.


 Reclassifications:
 -----------------
 Certain prior  period  amounts have  been  reclassified to  conform  to  the
 current presentation.


 NOTE 2 - CONCENTRATION OF CREDIT RISK

 The Company  maintains  cash balances  in  excess of  the  insurance  limits
 provided by the Federal Deposit Insurance Corporation.

                                                        2004          2003
                                                     ----------    ----------
 Cash and cash equivalents
  Commercial bank (former warehouse line)           $ 1,883,298   $ 4,151,438
  Commercial bank (member of warehouse syndication)   9,033,979     1,319,497
  Commercial bank (commercial warehouse line)         1,921,647     1,871,813
  Commercial bank (member of warehouse syndication)       7,969     1,329,650
  Commercial bank (warehouse line)                       31,797             -
  Other                                                  21,786        36,593
                                                     ----------    ----------
   Total cash and cash equivalents                   12,900,476     8,708,991
 Certificates of deposit (commercial warehouse line)    434,184       431,884
                                                     ----------    ----------
                                                    $13,334,660   $ 9,140,875
                                                     ==========    ==========


 NOTE 3 - RESTRICTED CASH

 The Company has elected to use the restricted cash provisions in some of the
 existing warehouse agreements  to borrow the  full value  of the  underlying
 loans rather than  advance a percentage  of the loan  value.  The  following
 represents the  cash  restricted  under  the  provisions  of  the  warehouse
 arrangements as of April 30, 2004 and 2003.

                                                        2004          2003
                                                     ----------    ----------
   Restricted under warehouse syndication           $ 1,103,282   $   250,000
   Restricted by commercial entity                      267,380       194,452
   Restricted under former warehouse facility
     and other                                           17,569       300,587
                                                     ----------    ----------
                                                    $ 1,388,231   $   745,039
                                                     ==========    ==========


 NOTE 4 - MORTGAGE LOANS SERVICED AND LOANS HELD FOR SALE

 The  Company   sells   mortgage   loans  to   secondary   market   investors
 ("Investor(s)").  These  loans can  be sold in  one of  two ways,  servicing
 released or servicing retained.  If  a loan is sold servicing released,  the
 Company has sold  all the rights  to the loan  and the associated  servicing
 rights.  If a loan is sold servicing retained, the Company has sold the loan
 and  kept  the  servicing  rights,  and thus the Company  is responsible for
 collecting monthly principal and interest  payments  and performing  certain
 escrow  services  for  the Investor.   The Investor, in turn, pays a monthly
 fee  for these  services.  The Company  performs these  servicing activities
 through what is referred to as a sub-servicer arrangement.  The sub-servicer
 collects  the  monthly  principal  and  interest  payments  and performs the
 escrow services for the Investor on behalf of the Company.

 The Company pays the sub-servicer  a fee for these  services.  At April  30,
 2004 and 2003 the Company had the following loans held for sale.

                                                       2004          2003
                                                    -----------   -----------
   Loans held for sale                             $223,634,641  $154,734,980
   Less:  Allowance to adjust loans not assigned
   to forward contracts to lower of cost or market            -             -
                                                    -----------   -----------
   Loans held for sale, net                        $223,634,641  $154,734,980
                                                    ===========   ===========

 The Company's servicing portfolio for  third parties was approximately  $1.4
 billion  and  $526 million at April  30, 2004 and 2003, respectively.  These
 loans are owned by third parties and are  not included in the assets of  the
 Company.   The Company's  servicing portfolio  for  outside parties  was  as
 follows at April 30:
                                                       2004          2003
                                                    -----------   -----------
    Mortgage loan portfolios serviced for:
      FHLMC                                        $989,526,154  $333,993,946
      FNMA                                          410,498,281   190,986,838
      IHDA                                              933,243     1,184,796
                                                  -------------   -----------
                                                 $1,400,957,678  $526,165,580
                                                  =============   ===========

 The escrow funds are transferred to the sub-servicer and are not carried  on
 the Company's balance sheet.  At  April 30, 2004 and 2003, the  sub-servicer
 maintained escrow balances of approximately  $6.5 million and $2.1  million,
 respectively, for loans in our portfolio.  The value of the servicing rights
 is however  included in  the assets  of the  Company under  the category  of
 mortgage servicing rights, net.

 Activity related to  capitalized mortgage servicing  rights and the  related
 valuation allowance  for the  years  ended April  30  is summarized  in  the
 following:
                                                       2004          2003
                                                    -----------   -----------
    Servicing rights:
      Beginning of year                            $  5,964,627  $  1,508,724
      Additions                                      13,164,177     5,171,858
      Amortized                                      (2,690,367)     (715,955)
                                                    -----------   -----------
      Balance at end of year                       $ 16,438,437  $  5,964,627
                                                    ===========   ===========
   Valuation Allowance:
      Beginning of year                            $ (1,229,137) $   (169,026)
      Provision                                               -    (1,060,111)
      Valuation Allowance Reversal                    1,229,137             -
                                                    -----------   -----------
      Balance at end of year                       $          -  $ (1,229,137)
                                                    ===========   ===========

 The Company  analyzes the  mortgage servicing  rights  for impairment  on  a
 quarterly  basis.  The  provision  and  reversal  of the impairment  charges
 incurred during the years  ended April 30,  2004 and 2003  were a result  of
 this process.  The provision and reversal  are reflected in gain on sale  in
 the statement of income for the years ended April 30, 2004 and 2003.

 The Company receives a  third party valuation  of its capitalized  servicing
 rights portfolio  on a  quarterly basis.   The  valuation of  the  portfolio
 reported by  a  contracted  third party  at  April  30, 2004  and  2003  was
 approximately $18.1 million and $4.7 million, respectively.

 The following  are the  critical  assumptions used  by  the third  party  to
 estimate the fair value as of April 30:

                                                        2004          2003
                                                     ----------    ----------
   Servicing cost per loan                          $     40.98   $     40.77
   Weighted average discount rates                         9.76%         9.68%
   Weighted average prepayment rates                      12.97%        32.46%


 NOTE 5 - PREMISES AND EQUIPMENT

 At April 30, 2004 and 2003, premises and equipment consisted of the
 following:
                                                        2004          2003
                                                     ----------    ----------
   Furniture and fixtures                           $ 1,013,671   $   502,894
   Office equipment and premises                      1,739,508       867,207
                                                     ----------    ----------
                                                      2,753,179     1,370,101
   Accumulated depreciation                          (1,568,205)     (777,585)
                                                     ----------    ----------
                                                    $ 1,184,974   $   592,516
                                                     ==========    ==========


 NOTE 6 - WAREHOUSE LINES OF CREDIT

 The Company funds mortgage  loan activity using  various warehouse  lines of
 credit that are  secured by  the mortgage  loans funded  by  the  lines.  On
 August 1, 2003,  the Company combined  several of  its warehouse  agreements
 into one syndicated facility ("the  Syndication") reducing its total  number
 of  credit  lines to  four.  The  Syndication also  provides for  a  working
 capital line  of credit  that  is secured  by  the Company's  mortgage  loan
 servicing rights.  There were no borrowings under this provision in 2004.

 The warehouse lines  of credit  contain certain  restrictive covenants  that
 require the Company to maintain certain minimum net worth levels and maximum
 indebtedness to  adjusted net  worth ratios  as  defined in  the  respective
 agreements.  The Company was in compliance or had obtained necessary waivers
 with all material aspects of these covenants as of April 30, 2004 and 2003.

 The table below reflects  the amounts outstanding on  these lines as if  the
 Syndication was in place for all periods presented.  As it has historically,
 the Company expects  to renew or  extend its expiring  credit facilities  at
 levels appropriate for then current operations.

 Amounts outstanding  under  the various  credit  facilities consist  of  the
 following:
                                                        2004         2003
                                                     -----------  -----------
  $110 million  mortgage warehouse syndication  led
  by  a commercial  bank;  interest at  the  30-day
  LIBOR  plus   a  factor   based  on   syndication
  allocations;  expires August  29, 2004;  interest
  rate was  2.50% at period  end, weighted  average
  interest rate for the year was 2.57%.             $100,098,841 $ 75,860,535

  $100 million  mortgage warehouse credit  facility
  at a  commercial bank; interest  rate at the  30-
  day LIBOR  plus a rate depending  on the type  of
  loan  funded;   with  a  $50  million   extension
  through  expiration  August  26,  2004;  weighted
  average interest rate was 2.73% at period end.      90,285,463   73,562,560

  $2.6 million  mortgage warehouse credit  facility
  at a commercial  bank; interest rate is fixed  at
  prime at  the time  of each  advance; expires  at
  October 31, 2004; weighted average interest  rate
  was 4.24% at period end.                             1,264,467    1,295,655

  $35  million mortgage  warehouse credit  facility
  at  a commercial  entity;  interest is  a  margin
  based  on  underlying collateral  over  the  one-
  month LIBOR;  expiring August 31, 2005;  interest
  rate was 2.42% at April 30, 2004.                   25,870,706      754,484
                                                     -----------  -----------
                                                    $217,519,477 $151,473,234
                                                     ===========  ===========

 NOTE 7 - NOTE PAYABLE

 The Company had a  short-term note payable with  a commercial bank  expiring
 February 12, 2004, at  2.08% interest secured by  a certificate of  deposit.
 The balance was paid in full at expiration.


 NOTE 8 - RELATED PARTY TRANSACTIONS

 In the normal course of business, the Company makes loans to employees other
 than officers and directors.  These loans were $11,889 and $53,984 at  April
 30, 2004 and 2003, respectively.

 The Company has entered  into a compensation  agreement with First  Fidelity
 Capital Markets, Inc. (Fidelity) of which a member of the Board of Directors
 for the Company  is a  principal.  The  agreement provides  for Fidelity  to
 receive as compensation  10%  of net pretax earnings earned by any  mortgage
 banking  or  other  opportunity introduced by Fidelity  to  the Company.  To
 date, the  Company  has  entered into  one mortgage banking transaction with
 an  individual  introduced to  the  Company  by  Fidelity.  During the  year
 ended April 30, 2004, the Company paid $151,481 to  Fidelity  based  on  the
 pretax profits of the division  managed by  the  individual introduced under
 this arrangement.


 NOTE 9 - EMPLOYEE BENEFIT PLAN

 The Company  sponsors a  401(k) defined  contribution profit  sharing  plan,
 which covers substantially all employees that  have attained the age of  18.
 Employee contributions are limited to  the maximum contributions allowed  by
 the IRS.  The plan allows for Company matching contributions of up to 15% of
 employee compensation.  There was no  employer matching contribution in  the
 2004 or 2003 fiscal years by the Company.


 NOTE 10 - INCOME TAXES

 The provision for income taxes consists of the following at April 30:

                                                        2004          2003
                                                     ----------    ----------
   Current provision
      Federal                                       $  (173,649)  $ 1,169,700
      State                                             (24,607)      239,577
   Deferred provision                                 3,383,889     1,811,813
                                                     ----------    ----------
                                                    $ 3,185,633   $ 3,221,090
                                                     ==========    ==========

 The net deferred tax liability is comprised of the following at April 30:

                                                        2004          2003
                                                     ----------    ----------
   Deferred tax assets
      Depreciation                                  $         -   $    46,323
      Derivatives                                             -       231,278
      Net operating loss                              1,739,721             -
                                                     ----------    ----------
                                                      1,739,721       277,601
   Deferred tax liabilities
      Depreciation                                      153,909             -
      Loan origination costs                            976,631       853,241
      Mortgage servicing rights                       6,381,072     1,822,971
      Other                                             108,096        97,487
                                                     ----------    ----------
                                                      7,619,708     2,773,699
                                                     ----------    ----------
        Net deferred tax liability                  $ 5,879,987   $ 2,496,098
                                                     ==========    ==========

 The difference  between  the financial  statement  tax expense  and  amounts
 computed by applying the statutory federal  rate of 34% to pretax income  is
 reconciled as follows:

                                                        2004          2003
                                                     ----------    ----------
   Statutory rate applied to income before taxes    $ 2,706,583   $ 2,662,331
   Add (deduct)
      State tax, net                                    400,921       289,302
      Effect of nondeductible expenses and other
        adjustments                                      78,129       269,457
                                                     ----------    ----------
        Income tax expense                          $ 3,185,633   $ 3,221,090
                                                     ==========    ==========


 NOTE 11 - COMMITMENTS

 The Company  has  entered into  various  leases for  office  facilities  and
 equipment, expiring  in various  years through  2010.   Expenses for  leased
 office  facilities  were  $1,345,983  and   $619,472  for  2004  and   2003,
 respectively.  In  addition  to  minimum  lease  payments,  the  Company  is
 obligated to pay its share of building  operating costs in excess of a  base
 amount for certain leases.  Future minimum lease payments are as follows:

              2005                          $  1,115,000
              2006                               840,000
              2007                               664,000
              2008                               355,000
              2009                               222,000
              Thereafter                         130,000
                                             -----------
              Total minimum lease payments  $  3,326,000
                                             ===========

 In the  normal course  of business,  the  Company is  a party  to  financial
 instruments that are not reflected in  the financial statements to meet  the
 needs of its customers. These  financial instruments include commitments  to
 fund loans.   At  April 30,  2004 and  2003, the  contract amount  of  these
 financial instruments is summarized as follows:

                                                     2004           2003
                                                  -----------    -----------
   Financial instruments whose contract amount
     represents credit risk:
      Commitments to fund loans                  $122,163,000    $174,790,000

 The Company's exposure to credit loss in the event of nonperformance by  the
 borrower for commitments to extend credit is represented by the  contractual
 amount of  the commitment.   Since  some commitments  to make  loans  expire
 without being  used,  the contract  amount  does not  necessarily  represent
 future  cash  commitments.   Collateral  obtained   upon  exercise  of   the
 commitment consists of the residential real  estate purchased with the  loan
 proceeds.

 Commitments to make loans are generally at a specified interest rate and are
 subject to market risk resulting from fluctuations in interest rates.

 Although the Company sells loans without recourse, certain investor purchase
 agreements provide for  conditions, such as  borrower default  on the  first
 payment, that  would require  the Company  to reacquire  the related  loans.
 This risk is controlled by the Company's quality control program.  Since its
 inception, the Company's  repurchase of loans  from investors  has not  been
 significant.


 NOTE 12 - CAPITAL REQUIREMENTS

 The Company is subject  to various capital  requirements in connection  with
 seller/servicer agreements that the Company has entered into with  secondary
 market investors.  Failure  to maintain  minimum capital requirements  could
 result in the  Company's inability to  originate and service  loans for  the
 respective investor and therefore could have a direct material effect on the
 Company's financial statements.

 The Company's actual  capital amounts (adjusted  for unacceptable assets  as
 defined in  the agreements)  and the  minimum amounts  required for  capital
 adequacy purposes, by investor, are as follows:

                                                           Minimum
                                            Actual         Capital
                                            Capital      Requirement
                                          -----------    -----------
      As of April 30, 2004:
        HUD                              $ 25,653,179   $  1,000,000
        GNMA                               25,653,179        250,000
        FHLMC                              25,653,179        250,000
        FNMA                               25,653,179      1,070,997

      As of April 30, 2003:
        HUD                              $ 11,932,575   $  1,000,000
        GNMA                               11,932,575        250,000
        FHLMC                              11,932,575        250,000
        FNMA                               11,932,575        631,974


 NOTE 13 - STOCK OFFERING

 On December 15, 2003, The Company completed its sale of 2,039,214 shares  of
 common stock in an underwritten public offering.  The public offering  price
 was  $6.67  per share.  Net proceeds  to the  Company totaled  approximately
 $12.1 million.  Upon consummation of the offering, the Company had 5,964,143
 common  shares outstanding.  The  net  proceeds  of the  offering  are being
 used for  general corporate purposes, including the  implementation  of  the
 Company's growth and business strategies.  In connection with the  offering,
 the Company granted to the underwriter of the offering a warrant to purchase
 142,745 shares at an exercise price of $8.00 per share.  The warrant expires
 December 15, 2007.


 NOTE 14 - STOCK OPTIONS AND WARRANTS

 The Company  maintained  a  Stock Option  and  Incentive  Plan  (the  Plan).
 Pursuant to the Plan, 500,000 shares of common stock were made available for
 grant.  Each option granted under the  Plan vests as specified by the  Board
 of Directors and has a term of not more than ten years.  All options  issued
 to date have a term of five years.  The exercise price of options granted is
 at least equal to market value at the date of  grant.  The Plan,  which  was
 adopted in 1993,  was a 10  year plan.   As such, there  will be no  further
 grants under the Plan.

 The Company accounts for stock options in accordance with APB Opinion No. 25
 and therefore has recorded no compensation expense for options granted.

 Options outstanding at April  30, 2004 have a  weighted average life of  3.4
 years,  with exercise  prices ranging  from $1.10 to  $6.70.  For the  years
 ended April 30, 2004  and  2003, 130,500  and 223,500 options, respectively,
 were granted at $6.70 and $2.70 per share, respectively.

 The following is a summary of stock option activity for the years ended
 April 30:

                                            2004                 2003
                                     -----------------    -----------------
                                              Weighted             Weighted
                                              Average              Average
                                              Exercise             Exercise
                                     Options    Price     Options    Price
                                     -------    -----     -------    -----
  Outstanding at beginning of year   413,800   $ 3.67     220,500   $ 5.03
  Granted                            130,500     6.70     223,500     2.70
  Exercised                           (6,400)    2.41        (200)    2.70
  Expired                            (67,500)    6.50           -        -
  Forfeited                          (37,300)    4.10     (30,000)    6.50
                                     -------              -------
  Outstanding at end of year         433,100     4.12     413,800     3.67
                                     =======              =======
  Exercisable at end of year         186,480     3.93     148,000     4.91
                                     =======              =======
  Shares available for future
    issuance                               -               86,200
                                     =======              =======

 The following is a summary of the exercise prices, the number of outstanding
 options, and the remaining contractual life of the outstanding options as of
 April 30, 2004:

                  Outstanding                    Exercisable
                  -----------                    -----------
                                  Remaining
     Exercise                    Contractual              Exercise
      Prices         Number         Life       Number       Price
      ------         ------         ----       ------       -----
      $ 1.10         25,000          2.3 yrs   15,000     $  1.10
        1.45         33,700          2.4       20,220        1.45
        2.70        197,900          3.5       79,160        2.70
        6.50         46,000           .6       46,000        6.50
        6.70        130,500          4.6       26,100        6.70
                    -------                   -------
        4.12        433,100          3.4      186,480        3.93
        ====        =======          ===      =======        ====

 At April 30, 2004, the Company had warrants outstanding to purchase  142,745
 shares of common stock at $8.00  per share.  These warrants expire  December
 15, 2007.  At April 30, 2003, the Company had total warrants outstanding  to
 purchase 80,000 shares of common stock at $7.80 per share.   These  warrants
 expired in May 2003 without being used.


 NOTE 15 - EARNINGS PER COMMON SHARE

 The following summarizes the computation of  basic and diluted earnings  per
 common share  before  the  cumulative  effect  of  a  change  in  accounting
 principle and after the preferred stock dividend:

                                                        2004          2003
                                                     ----------    ----------
   Basic earnings per common share
      Net income for common shareholders            $ 4,736,406   $ 4,570,795
                                                     ==========    ==========
      Weighted average shares outstanding             4,686,540     3,933,089
                                                     ----------    ----------
        Basic earnings per common share             $      1.01   $      1.16
                                                     ==========    ==========
   Diluted earnings per common share
      Net income for common shareholders            $ 4,736,406   $ 4,570,795
                                                     ==========    ==========

      Weighted average shares outstanding             4,686,540     3,933,089
      Diluted effect of assumed exercise
        of stock options and warrants                   180,402        79,539
                                                     ----------    ----------
      Diluted average shares outstanding              4,866,942     4,012,628
                                                     ==========    ==========
        Diluted earnings per common share           $       .97   $      1.14
                                                     ==========    ==========

 At April 30, 2003, options to purchase 128,000 shares of common stock at  an
 average price  of  $6.50 were  outstanding  but  were not  included  in  the
 calculation of diluted earnings per share because the option exercise  price
 was  greater  than  the  average  market  price  of the common stock and was
 therefore anti-dilutive.  Additionally  at April 30, 2004 and 2003, warrants
 to  purchase 142,745  and 80,000  shares of  common stock at $8.00 and $7.80
 per  share, respectively,  were  outstanding but  were  not included  in the
 calculation of diluted earnings per share because the option  exercise price
 was  greater  than  the average market price  of the  common stock  and  was
 therefore anti-dilutive. The $7.80 warrants expired unexercised in May 2003.


 NOTE 16 - DERIVATIVES

 Derivatives such as forward contracts and rate lock commitments are used  in
 the  ordinary  course  of  business.   Forward  contracts  represent  future
 commitments to deliver securities and whole  loans at a specified price  and
 date and are used to manage interest rate risk on loan commitments and loans
 held for sale.  Rate lock  commitments  are commitments to  fund loans at  a
 specific  rate.  The derivatives  involve  the  underlying  items,  such  as
 interest rates, and  are designed  to  transfer risk.  Substantially  all of
 these instruments expire within 90 days from the date of issuance.  Notional
 amounts are amounts on which calculations and payments are based, but  which
 do not  represent credit  exposure, as  credit exposure  is limited  to  the
 amounts required to be received or paid.  The approximate  notional amounts,
 fair values,  and carrying amounts  of these derivatives are  as  follows at
 April 30:
                                                     2004           2003
                                                  -----------    -----------
   Forward contracts
      Notional amount                            $147,236,000   $173,176,000
      Fair value                                    2,897,000     (1,210,000)
      Carrying amount                               2,897,000     (1,210,000)

   Rate lock commitments
      Notional amount                            $122,163,000   $174,790,000
      Fair value                                     (210,000)       329,000
      Carrying amount                                (210,000)       329,000

 Forward contracts also  contain an  element of risk  in the  event that  the
 counterparties may be unable to meet the  terms of such agreements.  In  the
 event the parties to all delivery  commitments were unable to fulfill  their
 obligations, the Company would not incur any significant additional cost  by
 replacing the positions at current market rates.  The Company minimizes  its
 risk of exposure  by limiting the  counterparties to those  major banks  and
 financial institutions that meet established credit and capital  guidelines.
 Management does not expect any counterparty to default on their  obligations
 and therefore,  does  not expect  to  incur  any cost  due  to  counterparty
 default.

 The Company is exposed to interest rate risk on loans held for sale and rate
 lock commitments.  As market interest  rates increase or decrease, the  fair
 value  of  loans  held  for  sale  and rate  lock  commitments  will decline
 or  increase.  To offset  this  interest  rate risk, the Company enters into
 derivatives  such  as  forward  contracts to sell loans.  The fair value  of
 these  forward contracts  will change as market  interest rates change,  and
 the change in the value of these instruments is expected to largely,  though
 not entirely, offset the  change in fair  value of loans  held for sale  and
 rate lock commitments.   The objective  of this activity is to minimize  the
 exposure to losses on rate lock commitments  and loans held for sale  due to
 market interest  rate  fluctuations.   The  net  effect  of  derivatives  on
 earnings will depend  on the effectiveness  of hedging  and risk  management
 activities and a variety  of other factors,  including market interest  rate
 volatility, the amount of rate lock  commitments that close, the ability  to
 fill the forward contracts before expiration,  and the time period  required
 to close and sell loans.

 Certain forward contracts are designated as fair value hedges of loans  held
 for sale.  Accordingly,  these forward contracts and  the hedged loans  held
 for sale are carried at fair value in offsetting amounts.  At April 30, 2004
 and  2003,  loans held  for sale  with a  notional amount  of  approximately
 $102,562,000 and $61,860,000, respectively, were designated as a part of the
 fair  value hedge.  The fair value of these loans approximated  $100,247,000
 and $62,144,000 as of April 30, 2004 and 2003, respectively.  The  remaining
 forward contracts and rate lock commitments are not designated as hedges and
 are carried at fair value.  The net gain or loss on all derivative  activity
 is included as a  component of gain on  sale of loans,  net.  The  following
 table reflects the net gain or loss recorded on all derivative activity, the
 portion of this net gain or loss attributable to the ineffective portion  of
 fair value  hedges,  and  the  portion  of  gain  or  loss  attributable  to
 derivatives that are not included in fair value hedges for the twelve months
 ended April 30, 2004 and 2003:
                                                        2004          2003
                                                     ----------    ----------
 Net gain/(loss) recognized in earnings             $   372,000   $  (597,000)
 Ineffective portion of hedge                                 -           -
 Gain/(loss) from derivatives excluded from hedges      372,000   $  (597,000)


 NOTE 17 - FAIR VALUES OF FINANCIAL INSTRUMENTS

 Carrying amount and estimated fair values of financial instruments were as
 follows at April 30 (in thousands):

                                       2004                   2003
                               -------------------    -------------------
                               Carrying     Fair      Carrying     Fair
                                Amount      Value      Amount      Value
                                ------      -----      ------      -----
 Financial assets
   Cash and cash equivalents   $ 12,900   $ 12,900    $  8,709   $  8,709
   Restricted cash                1,388      1,388         745        745
   Certificates of deposit          434        434         432        432
   Loans held for sale          223,635    224,294     154,735    155,542
   Notes receivable                  12         12          54         54


                                       2004                   2003
                               -------------------    -------------------
                               Carrying     Fair      Carrying     Fair
                                Amount      Value      Amount      Value
                                ------      -----      ------      -----
 Financial liabilities
   Warehouse lines of credit   $217,519   $217,519    $151,473   $151,473
   Accrued interest payable         420        420         307        307
   Note payable                       -          -         350        350

 The methods and assumptions used to estimate fair value are described as
 follows:

 Carrying amount is the estimated fair  value for cash and cash  equivalents,
 restricted cash, certificates of deposit, notes receivable, warehouse  lines
 of credit,  accrued interest payable, and note payable.  Fair value of loans
 held  for sale  is  based  on market  quotes.  Derivatives  include  forward
 contracts and rate lock  commitments.  Forward commitments are valued at the
 amount payable or receivable to/from  the counterparty to settle  contracts.
 The fair  value of  commitments to  fund loans  (rate lock  commitments)  is
 determined as described  in Note 1  under "Loans Held  for Sale and  Related
 Derivatives".


 NOTE 18 - REINSURANCE AGREEMENTS

 The Company has entered into various agreements from 2001 to 2003 with  four
 insurance companies to share in the  risk of loss on certain mortgage  loans
 that require  primary  mortgage insurance  ("PMI").   The  agreements  cover
 periods  after  the   contract  dates,  and   do  not  include   retroactive
 reinsurance.  The  term of  the coverage  for each  loan is  limited to  ten
 years.  The  agreements make the  Company responsible for  a portion of  the
 losses incurred on loans designated for these agreements and in return,  the
 Company  receives  25%  of  the  PMI premiums  collected.   The  Company  is
 responsible for any claims made on the loans that are designated as part  of
 the agreements  that  fall  between  five and  ten  percent  of  the  unpaid
 principal of loans  for each  calendar year  loans were  designated for  the
 plan.  The insurance  companies are responsible for  claims paid up to  five
 percent and over ten percent of  the unpaid principal balance.  The  Company
 is also  required to  pay various  fees  related to  the management  of  the
 program.  The Company  recognizes revenue and expenses  as the premiums  are
 earned and management  fees are incurred,  and records a  liability for  any
 probable and estimable losses  that are expected to  be incurred.   Premiums
 are paid monthly by the mortgagees  during the coverage period, and  premium
 revenue is recognized when received.  A claims liability is estimated  based
 on claims reported and using current  and historical PMI loss experience  of
 the Company to estimate claims incurred but not reported.

 As part of the agreements, the Company is required to deposit 10% of insured
 risk and all premiums earned into  a trust account until it has  accumulated
 enough reserves as defined  by the agreements.  The Company is  required  to
 maintain deposit reserves in the trust account equal to 102% of the  greater
 of  either,  50% of any premiums earned,  20%  of the portion  of  potential
 claims that the Company may  be responsible for (reinsurance  risk assumed),
 or  100% of  the remaining  losses  the Company  is  contractually obligated
 to pay.  The Company's  liability  is  limited to  the amount  in  the trust
 account plus any premiums not  yet remitted by the insurance company.  Funds
 in the trust accounts not used to pay claims are  disbursed to  the Company.
 To  date,  the  Company  has  not received any disbursements from  the trust
 accounts under its agreements.  The term for the coverage is  ten years, but
 may be less as loans  pre-pay or  are otherwise  removed  from coverage.  At
 this time, management  does not believe that any losses  have  been incurred
 under these agreements based on claims reported and historical  claims rates
 for all loans originated,  and no liability  has been  recorded.  Management
 periodically  reviews  its  actual  mortgage  insurance  claims both  on  an
 overall basis  and  on  the  loans  specifically  allocated  to  participate
 in the  reinsurance  agreements.  Historically, claims have not exceeded the
 threshold that would require  the Company to be  responsible for any  claims
 and claims paid by the PMI companies to date under the agreements have  been
 nominal.  In the event the  loss development history changes in the  future,
 the Company  would  record the  liability  as  a current  period  charge  to
 earnings.

 The  following  table   provides  information   regarding  the   reinsurance
 agreements at April 30:
                                                        2004          2003
                                                     ----------    ----------
  Amount of claims payable prior to responsibility  $ 4,867,919   $ 2,959,925
  Reinsurance risk assumed by UFMC                    4,867,919     2,959,925
  Claims Paid to date                                   144,018       108,037
  Trust account balance plus unremitted premiums        921,011       578,119
  Premium revenue earned                                228,947       280,846


 NOTE 19 - PORTLAND MORTGAGE COMPANY ACQUISITION

 Effective May  6, 2003,  the Company  acquired  the operations  of  Portland
 Mortgage Company  (PMC).  PMC  is  a  privately  held mortgage  banker  that
 employs 58  full-time employees  and operates  six  branches in  Oregon  and
 southwest  Washington.  The  acquisition of  these offices  strengthens  the
 Company's position in the northwest.  PMC's business includes both wholesale
 and retail residential lending.  The purchase price for the acquisition  was
 based on the April 30, 2003  equity of PMC of  $1,327,000, plus 115% of  the
 pretax earnings,  as defined  in the  purchase agreement,  of PMC's  offices
 during the first year, 50% of  the pretax earnings in  year two, and 25%  of
 the pretax earnings in  year three.  The  business combination is  accounted
 for under the purchase  method of accounting.   Accordingly, the results  of
 operations of PMC have been included in the Company's results of  operations
 since  the  date  of  acquisition.  Under  this method  of  accounting,  the
 purchase  price  is  allocated  to   the  respective  assets  acquired   and
 liabilities  assumed  based  on  their estimated  fair values.  Amounts paid
 in  excess  of  the fair value  of the  net assets acquired  are recorded as
 goodwill.  The purchase price has been  allocated  as follows based  on  the
 closing  equity and approximately $500,000 in  payments made or  anticipated
 to be  made to  the  former PMC shareholders based on earnings through April
 30, 2004 (in 000's):

    Cash and cash equivalents                    $   1,592
    Loans held for sale                             21,761
    Premises and equipment                             329
    Other Assets                                        98
    Goodwill                                           479
    Warehouse lines of credit                      (21,590)
    Accrued expenses and other liabilities            (842)
                                                  --------
    Net assets acquired through April 30, 2004   $   1,827

 Additional consideration is paid per the acquisition agreement based on  the
 pretax earnings of the PMC offices in varying percentages over three  years.
 Because these  amounts are  not reasonably  estimable  at this  time,  these
 amounts will continue  to be allocated  to goodwill over  the course of  the
 next two years.  Proforma information has not been provided, as the  results
 of the operations of PMC in total are not material to the overall net income
 of the Company.

 PMC sponsors a 401(k) defined contribution profit sharing plan, which covers
 substantially all employees  that have  attained the  age of  18.   Employee
 contributions are limited to the maximum  contributions allowed by the  IRS.
 The plan allows for Company matching contributions of employee contributions
 as  well  as of  employee compensation  as determined  each  year.  Employer
 matching contributions in  2004  were  approximately  $81,000 for  the  year
 ending April 30, 2004.  There were no other  contributions  to the plan  for
 the year ended April 30, 2004.


 Item  8.    Changes  in  and  Disagreements  on  Accounting  and   Financial
 Disclosures.

      None


 Item 8A.  Controls and Procedures.

 An evaluation was performed under the supervision and with the participation
 of the Company's  management, including  the President  and Chief  Executive
 Officer and the Chief Financial Officer, of the effectiveness of the  design
 and operation  of  the  Company's disclosure  controls  and  procedures  (as
 defined in Rule 13a-15(e) promulgated under the Securities and Exchange  Act
 of 1934, as amended)  as of April  30, 2004. Based  on that evaluation,  the
 Company's management, including  the President and  Chief Executive  Officer
 and  Chief  Financial  Officer,  concluded  that  the  Company's  disclosure
 controls and  procedures  were effective.  There  have been  no  significant
 changes in the Company's  internal controls or in  other factors that  could
 significantly affect internal controls.


                                   PART III


 Item 9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
 Compliance with Section 16(a) of the Exchange Act.

 The Company hereby incorporates by reference  the information called for  by
 Item 9 of this  Form 10-KSB regarding directors  and executive officers  and
 Section 16 (a) compliance from the sections entitled "Election of Directors"
 and  "Section   16   (a)   Beneficial   Ownership   Reporting   Compliance,"
 respectively, of the Company's 2004 proxy statement.

 The Company has adopted a Code of Business Conduct and Ethics applicable  to
 its  directors,  officers  and  employees,  including  its  chief  executive
 officer,  chief  financial  officer  and  other  senior  financial  officers
 performing accounting, auditing, financial management or similar  functions.
 The Company's Code of Business Conduct and Ethics is posted on the  Investor
 Information page  of its  web site at www.ufmc.com.  The Company intends  to
 satisfy the disclosure  requirements regarding any  amendment to, or  waiver
 from, a provision of its Code  of Business Conduct and Ethics by  disclosing
 such  matters  in  the  Investor  Information  section  of  its  web   site.
 Shareholders may  request a  free copy  of the  Company's Code  of  Business
 Conduct and Ethics from the Company by writing:

        United Financial Mortgage Corp.
        Attn: Code of Ethics,
        815 Commerce Drive, Suite 100,
        Oak Brook, IL  60523


 Item 10. Executive Compensation.

 The Company hereby incorporates by reference  the information called for  by
 Item  10  of  this  Form  10-KSB   from  the  section  entitled   "Executive
 Compensation" of the Company's 2004 proxy statement.


 Item 11. Security Ownership of Certain Beneficial Owners and Management.

 The Company hereby incorporates by reference  the information called for  by
 Item 11 of this Form 10-KSB from the section entitled "Security Ownership of
 Certain Beneficial  Owners  and  Management" of  the  Company's  2004  proxy
 statement.


 Item 12. Certain Relationships and Related Transactions.

 The Company hereby incorporates by reference  the information called for  by
 Item 12 of this Form 10-KSB from the section entitled "Certain Relationships
 and Related Transactions" of the Company's 2004 proxy statement.


 Item 13. Exhibits, Financial Statement Schedules, and Reports of Form 8-K.

   (a) (1) Exhibits and Reports on Form 8-K
           The exhibits required by Item 601 of Regulation S-B are included
           with the Form 10-KSB and are listed on the Index to Exhibits
           immediately following the signature page.

   (b) (1) Reports

           The following reports on Form 8-K have been filed by the Company
           during the last quarter of the period:

                Form 8-K dated 02/17/04
                Form 8-K dated 03/12/04


 Item 14.  Principal Accountant Fees and Services

 The Company hereby incorporates by reference  the information called for  by
 Item 14 of this Form 10-KSB  from the section entitled "Accounting Fees  and
 Services" of the Company's 2004 proxy statement.

<PAGE>

                                    SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the
 Registrant caused this report to be signed on its behalf by the undersigned,
 thereunto duly authorized.

 Registrant:                             United Financial Mortgage Corp.

                                    By:  /S/ Steve Y. Khoshabe
                                    ---------------------------------------
                                         Steve Y. Khoshabe, President
                                         and Chief Executive Officer


                                    By:  /S/ Robert L. Hiatt
                                    ---------------------------------------
                                         Robert L. Hiatt,
                                         Chief Financial Officer

 Dated:                             July 29, 2004


 Directors:                         By:  /S/ Joseph Khoshabe
                                    ---------------------------------------
                                         Joseph Khoshabe,
                                         Chairman and Director

                                    By:  /S/ John A. Clark
                                    ---------------------------------------
                                         John A. Clark, Director

                                    By:  /S/ James Zuhlke
                                    ---------------------------------------
                                         James Zuhlke, Director

                                    By:  /S/ Elliot Jacobs
                                    ---------------------------------------
                                         Elliot Jacobs, Director

                                    By:  /S/ Robert S. Luce
                                    ---------------------------------------
                                         Robert S. Luce,
                                         Secretary and Director

<PAGE>


                              INDEX TO EXHIBITS

 3.1    Amended and Restated Articles of Incorporation of United Financial
        Mortgage Corp. as amended (filed as an exhibit to the Company's
        Registration Statement on Form SB-2 filed on May 14, 1997 and
        incorporated herein by reference).

 3.2    Bylaws of United Financial Mortgage Corp (filed as an exhibit to
        the Company's Registration Statement on Form SB-2 filed on May 14,
        1997 and incorporated herein by reference).

 4.1    Underwriter's Warrant, dated December 15, 2003.*

 10.1   Joseph Khoshabe Employment Agreement, dated as of August 1, 2003.+

 10.2   Steve Y. Khoshabe Employment Agreement, dated as of August 1, 2003.+

 10.3   Letter Agreement, dated July 23, 2002, between First Fidelity
        Capital Markets, Inc. and United Financial Mortgage Corp.+

 10.4   Letter Agreement, dated June 1, 2003, between United Financial
        Mortgage Corp. and SRJC, Inc.+

 10.5   Amended and Restated Warehousing Credit Agreement, dated August 1,
        2003.+

 10.6   Master Repurchase Agreement, dated August 29, 2001.+

 10.7   Amendment No. 1 to Master Repurchase Agreement, dated August 28,
        2002.+

 10.8   Amendment No. 2 to Master Repurchase Agreement, dated September 3,
        2002.+

 10.9   Amendment No. 3 to Master Repurchase Agreement, dated September 26,
        2002.+

 10.10  Amendment No. 4 to Master Repurchase Agreement, dated October 1,
        2002.+

 10.11  Amendment No. 5 to Master Repurchase Agreement, dated December 2,
        2002.+

 10.12  Amendment No. 6 to Master Repurchase Agreement, dated January 30,
        2003.+

 10.13  Amendment No. 7 to Master Repurchase Agreement, dated March 15,
        2003.+

 10.14  Amendment No. 8 to Master Repurchase Agreement, dated May 30,
        2003.+

 10.15  Amendment No. 9 to Master Repurchase Agreement, dated July 16,
        2003.+

 10.16  Amendment No. 10 to Master Repurchase Agreement, dated July 23,
        2003.+

 10.17  Amendment No. 11 to Master Repurchase Agreement, dated August 27,
        2003.+

 10.18  Agreement of Lease (Oakbrook Facility).+

 10.19  First Amendment to Amended and Restated Warehousing Credit
        Agreement, dated  October 31, 2003.+

 10.20  Third Amendment to Amended and Restated Warehousing Credit
        Agreement, dated December 19, 2003.*

 10.21  Amendment No. 13 to Master Repurchase Agreement, dated February 2,
        2004.*

 10.22  Amendment No. 1 to Early Purchase Program Addendum to Loan Purchase
        Agreement.*

 10.23  Amendment No. 14 to Master Repurchase Agreement, dated March 31,
        2004.

 10.24  Fourth Amendment to Amended and Restated Warehousing Credit
        Agreement, dated April 9, 2004.

 10.25  Fifth Amendment to Amended and Restated Warehousing Credit
        Agreement, dated April 15, 2004.

 10.26  Sixth Amendment to Amended and Restated Warehousing Credit
        Agreement, dated April 22, 2004.

 10.27  Amendment No. 15 to Master Repurchase Agreement, dated April 22,
        2004.

 21.1   Subsidiaries of United Financial Mortgage Corp.

 31.1   Certification of Chief Executive Officer Pursuant to Rule
        13a-14(a)/15(d)-14(a).

 31.2   Certification of Chief Financial Officer Pursuant to Rule
        13a-14(a)/15(d)-14(a).

 32.1   Certification of Chief Executive Officer Pursuant to 18 U.S.C.
        Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
        Oxley Act of 2002.

 32.2   Certification of Chief Financial Officer Pursuant  to 18 U.S.C.
        Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
        Oxley Act of 2002.

 +  Filed as an exhibit to the Company's Registration Statement on Form
    SB-2/A filed on November 11, 2003 and incorporated herein by reference.

 *  Filed as an exhibit to the Company's Quarterly Report on Form 10-QSB
    filed on March 16, 2004 and incorporated herein by reference).