U.S. SECURITIES AND EXHANGE COMMISSION
                           Washington, D. C. 20549
                               Amendment No. 1
                                FORM 10-KSB/A
 (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, 2002
                                      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. 333-27037

                       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.)

    600 Enterprise Drive, Suite 206                         60523
         Oak Brook, Illinois                             (Zip Code)
 (Address of principal executive offices)

                  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                      The Chicago 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. [  ]

      State Issuer's revenues for its most recent fiscal year.....$22,607,274

 The aggregate market value of the  voting and non-voting common equity  held
 by non-affiliates was $3,534,018 on July 29, 2002.

      (Applicable only to corporate registrants)  State the number of  shares
 outstanding of each  of the  Issuer's classes of  common equity,  as of  the
 latest practicable date. 3,945,449, net of treasury stock.

      Documents incorporated  by reference.  If the  following documents  are
 incorporated by reference, briefly  describe them and  identify the part  of
 the Form 10-KSB (e.g.,  Part I, Part  II, etc.) into  which the document  is
 incorporated: (1) any annual  report to security holders;  (2) any proxy  or
 information statement; and (3) any prospectus filed pursuant to Rule  424(b)
 or (c)  of  the  Securities  Act  of 1933  ("Securities  Act").  The  listed
 documents should be  clearly  described  for  identification purposes  (e.g,
 annual report to security holders for fiscal year ended December 24, 1990).

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

                                      1
<PAGE>

              SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

       Some of  the  statements  in  this  Annual  Report  and  Form  10-KSB,
 including  some statements  in  "Management's  Discussion  and  Analysis  of
 Financial  Condition  and  Results  of  Operations," and    "Business,"  are
 forward-looking  statements  about what  may  happen  in  the  future.  They
 include  statements regarding our  current beliefs, goals, and  expectations
 about  matters  such  as  our  expected  financial  position  and  operating
 results,   our    business  strategy,   and   our   financing  plans.  These
 statements  can  sometimes  be identified by  our  use  of   forward-looking
 words   such   as    "anticipate," "estimate,"  "expect,"  "intend,"  "may,"
 "will," and  similar expressions.   We cannot  guarantee that  our  forward-
 looking  statements  will turn  out to  be correct  or that our beliefs  and
 goals  will not change.  Our  actual results could  be very  different  from
 and  worse  than our expectations  for  various reasons.  You  are urged  to
 carefully consider  these  factors,  as well as other information  contained
 in this Annual Report and Form 10-KSB and in our other periodic reports  and
 documents filed with the Securities and  Exchange Commission.


                                    PART I

 Item 1. Description of Business

      The Company was formed as an Illinois corporation in April of 1986   to
 engage in the business  of  mortgage banking. The  Company is approved as  a
 mortgage  banker in  37 states.  The  Company's  mortgage  banking  business
 principally  has  focused  on  retail  and  wholesale  residential  mortgage
 origination activities.  The Company  is  expanding  its mortgage  servicing
 activities by retaining servicing on selected loans that it originates.  The
 Company's principal  lines  of business  are  conducted through  the  Retail
 Origination Division, the Wholesale  Origination Division and the  Servicing
 Division.  The  Company's  Retail  and  Wholesale  Origination  business  is
 principally conducted in the states of Illinois, California, and Nevada.

       The Company actively participates in the mortgage banking market on  a
 national basis.  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 originators  sell   their  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,  the  originators  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
 originator must underwrite its loans to conform to standards established  by
 Fannie Mae  and Freddie Mac or by the Federal  Housing Administration in the
 case of   Ginnie  Mae.   Loans  with principal   balances  exceeding  agency
 guidelines, currently those in excess of $300,700 for single-family mortgage
 loans  (i.e.,   "jumbo"  or "nonconforming  loans"),  are  sold  to  private
 investors.

       The loans that the Company  originates  and expects  to  service  are
 primarily first  mortgages secured  by single  (one  to four  units)  family
 residences.  In addition the Company may originate,  sell and service  loans
 secured by first mortgages on multi-family residential properties (more than
 four units).

       The Company's loan production activities generate revenue through  (i)
 origination fees and gains  on  the sale  of  loans to  broker-dealers   and
 institutional investors, and   (ii)interest on   mortgage   loans  held,  or
 "warehoused" from their origination or purchase until their sale to  broker-
 dealers and institutional investors.

       The Company's loan  servicing  division  produces  income  from   loan
 servicing fees.

       The Company also engages in the  brokerage or origination of loans  on
 commercial real estate,  including  shopping centers, office properties  and
 other commercial loans. The Company either  brokers (e.g. arranges for  loan
 funding from third-party  lenders) or  funds and  services these  commercial
 loans.  Commercial loans may be brokered to other financial institutions, in
 which case, the Company receives a negotiated fee. If the Company originates
 and services 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.

                                      2
<PAGE>

 Market Area

      At this time, the  Company's primary sources  of loan originations  are
 its Wholesale and Retail Divisions. On April 30, 2002, the Company's  Retail
 Division operated twelve  (12) full service  retail origination offices.  At
 such date,  the retail  offices were  located in  three (3)   states.  These
 offices were staffed  by approximately 70  employees, including  commission-
 based loan officers. The  retail offices are  currently located as  follows:
 Oak Brook, Oak Park, Bensenville,  Mount Prospect, Countryside, Cicero,  and
 Chicago(5),  Illinois;  and   Las  Vegas,   Nevada.  Wholesale   origination
 principally  is  conducted  from  the   Company's  offices  in  Oak   Brook,
 Illinois(2), Fair Oaks, Chatsworth, and Irvine, California.

  The Wholesale Origination Division

       Wholesale loan  origination involves  the funding  by the  Company  of
 loans submitted  by non-affiliated  mortgage brokers.  The Company  realizes
 revenues from the sale of such loans  to investors for a price greater  than
 the amount paid to the mortgage broker. The  timing of the sale of loans  to
 investors and failure to comply with investor underwriting guidelines  could
 result in losses on   loan  sales.   Management believes that  substantially
 all underwriting  and related  issues  generally   are  resolved   with  the
 investor prior to closing. It is management's experience that wholesale loan
 origination tends to  be less  profitable on a  per loan  basis than  retail
 origination, but expansion  into the wholesale  sector is  less costly  than
 retail origination  because  wholesale  origination  does  not  require  the
 establishment of costly office space and the related overhead expense.  This
 operating structure enables the Company to quickly enter new markets.

       The  Company's  Wholesale  Division  has  operations  in  Oak   Brook,
 Illinois(2) and three  locations in California:  Fair Oaks, Chatsworth,  and
 Irvine, California. The Wholesale Division   of the  Company acquires  loans
 from a  network of mortgage  brokers  and  other  financial  intermediaries,
 including banks, who are screened by the Company.

       In addition to  loan processing  performed by  the correspondent,  the
 Wholesale Division  performs its  own underwriting  prior to committing   to
 acquire such loans.  Correspondents qualify to participate in the  Wholesale
 Division's loan acquisition  program after a  review of  their   reputation,
 mortgage lending experience and financial condition, including a review   of
 references and financial statements. No single correspondent accounts for  a
 significant portion of the Wholesale Division's mortgage loan production.

  The Retail Origination Division

       Retail loan origination involves the direct solicitation of  realtors,
 builders and prospective  borrowers for  the origination of mortgage  loans.
 The Company derives  revenues from  the premium  that is  received from  the
 purchaser of the  loan. Generally, that  premium is shared  on a  negotiated
 basis with loan officers and others who  procure the loan and assist in  the
 loan origination process.

       The Company's Retail Origination Division solicits loans directly from
 consumers and through real estate brokers,  builders and other real   estate
 professionals. In developing its retail network, the Company has followed  a
 strategy of establishing offices  in areas where  its experience   indicates
 strong loan demand.  This gives the  Company added flexibility  to open  and
 close offices as dictated by mortgage demand.

       Establishing a reputation for  prompt and responsive customer  service
 is another integral  component of the  Company's  marketing  strategies. The
 Company believes that the  ability to  process  loan  applications   quickly
 provides a  distinct advantage  over  its  competitors. It is   management's
 experience that the average period between receipt of a loan application and
 the Company's  lending commitment  is   generally  less  than 10  days.  The
 Company endeavors to process loans quickly, while maintaining  comprehensive
 underwriting controls through its automated techniques for loan origination,
 processing,  underwriting  and  closing.   The  Company's  computer   system
 integrates the  Company's  loan  origination  activities  to  expedite  loan
 processing, and enhances its ability to respond to market opportunities.

                                      3
<PAGE>

 Quality Control of Mortgage Origination

      In order to ensure  that the Company  originates high quality  mortgage
 loans, it has retained the services  of  a quality  control company with  an
 industry wide reputation to conduct audits of the Company's loan origination
 activities on a monthly basis.  The Quality Control company audits, pursuant
 to contractual  specifications,  approximately  ten  (10%)  percent  of  the
 aggregate retail and wholesale loans originated by the Company on a  monthly
 basis. 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  assets;  and
 compliance  with  other  applicable  underwriting  guidelines.  The  Quality
 Control company selects loan files on a random basis. The Company receives a
 quality control management report  from the Quality  Control Company at  the
 conclusion of each monthly audit.

 Loan Processing and Underwriting

       Loan applications generally are prepared by Company loan officers  and
 verified   by  personnel  in  the  Company's  Retail  Origination  Division.
 Verification procedures, 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 are then  transmitted
 to the Company's Underwriting Department or to underwriting  sub-contracting
 companies who provide underwriting services to the Company. The Underwriting
 Department of the Company or  its sub-contractors contain experienced  staff
 who verify the  completeness and  accuracy of  application information,  and
 determine its compliance with the Company's 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. The Company's underwriting guidelines for  FHA, VA, FNMA   and
 FHLMC loans comply with the written underwriting guidelines of the  relevant
 agency.

       The Company's underwriting guidelines  for "non-conforming" loans  are
 based upon the underwriting standards established by investors to whom  such
 loans are sold. "Non-Conforming" loans generally include loan products  that
 do not comply with the underwriting  guidelines of Freddie Mac, Fannie  Mae,
 FHA or VA. Non-conforming loans generally are underwritten by the Company in
 accordance with the underwriting guidelines  of the applicable investor  who
 purchases the loans.

       Most of the Company's underwriting personnel function independently of
 the Company's loan origination personnel and do not report to any individual
 directly involved in the loan origination process.

       The  Company's  internal  Quality   Control  Department  reviews   the
 Company's  origination  activities  in   order   to  enhance    the  ongoing
 evaluation of  the loan  processing  function, including  employees,  credit
 reporting agencies and independent  appraisers. In conducting such  reviews,
 the  Quality   Control  Department  reviews  the   loan   applications   for
 compliance   with federal  and state  lending  standards, which  involves  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  the president  of  the Company.

       During the year ended April 30,  2002, the Company sold  approximately
 $858.8 million in single-family mortgage loans into the secondary market, of
 which 5 loans were  repurchased, representing  less than  one-tenth of   one
 percent of the approximately 5,400 loans originated.  The Company views loan
 repurchases as  an inherent  risk of  originating and  purchasing loans  for
 ultimate resale in the secondary market notwithstanding the ongoing  reviews
 by its quality control department.


                                      4
<PAGE>

 Loan Commitments

       Subsequent to underwriting  approval, but prior  to loan funding,  the
 Company  issues  loan   commitments  to  qualified  applicants.  Commitments
 indicate: loan amount, fees,  funding conditions, approval expiration  dates
 and interest rates. Commitments providing for "fixed" interest rates  beyond
 sixty (60) days  generally are not  issued, unless the  Company receives  an
 appropriate fee based  upon the  assessment  of  the risk associated with  a
 longer commitment period.

 Seasonality

      It is  management's  experience  that  the  mortgage  loan  origination
 business is generally subject to seasonal  trends. These trends reflect  the
 general pattern of sale and resale of homes.  It is management's  experience
 that loan origination typically peaks during the spring and summer  seasons,
 and  declines   to   lower levels from   mid-November  through January.  The
 mortgage servicing business is generally not subject to seasonal trends.

 Competition

      The mortgage banking   industry is   highly   competitive. The  Company
 competes with other  financial institutions, such as mortgage banks,   state
 and national banks,  savings and  loan associations,  savings banks,  credit
 unions and insurance companies, mortgage bankers and mortgage brokers.  Some
 of the Company's competitors have financial resources that are substantially
 greater than those of the Company,  including some competitors which have  a
 significant number  of  offices in  areas  where the  Company  conducts  its
 business.  The  Company  competes  principally   by  offering   loans   with
 competitive features,  by emphasizing  the quality  of  its service  and  by
 pricing its range of products at competitive rates.

      Information published by  the Mortgage Bankers Association of   America
 ("MBA") indicates That  although the  mortgage business  is competitive,  it
 also is fragmented in that no  single lender has a significant market  share
 of total  origination volume.  MBA  data  indicates  that  overall  mortgage
 origination volume is shared in varying percentages among commercial  banks,
 savings and loan  and mortgage banking  companies. MBA  data also  indicates
 that historically,  mortgage   banks have had   an  estimated  twenty-thirty
 percent (20-30%)  share  of  total  origination  volume.  Commercial  banks,
 savings banks, savings and loan associations and mortgage banking  companies
 service the bulk of  residential mortgages. It  is management's belief  that
 market share among  competitors generally  shifts more  slowly in  servicing
 than in origination.   Management  of the  Company does  not anticipate  any
 significant changes in the market share described above in the near term.

 Regulatory

      The Company's mortgage  loan production activities  are subject to  the
 Truth-in-Lending Act and Regulation Z promulgated thereunder. The  Truth-in-
 Lending Act contains disclosure  requirements designed to provide  consumers
 with uniform,  understandable information  with respect  to the  terms   and
 conditions of  loans and   credit  transactions in   order to give them  the
 ability to compare credit terms.   The Truth-in-Lending Act also  guarantees
 consumers a three day  right to cancel credit  transactions, including   any
 refinance  mortgage  or  junior  mortgage  loan  on  a  consumer's   primary
 residence.  The Company believes that it is in substantial compliance in all
 material respects with the Truth-in-Lending Act.

      The  Company  also  is  required  to  comply  with  the  Equal   Credit
 Opportunity act of 1974, as amended ("ECOA"), which prohibits creditors from
 discriminating against applicants on the basis  of race, color, sex, age  or
 marital status.  Regulation  B promulgated under  ECOA restricts   creditors
 from obtaining certain types  of information from  loan applicants. It  also
 requires certain  disclosures  by  lenders  regarding  consumer  rights  and
 requires lenders to advise applicants of the reasons for any credit  denial.
 In instances where the applicant is denied credit or the rate or charge  for
 loans increases as a result of  information obtained from a consumer  credit
 agency, another statute, the Fair Credit Reporting Act of 1970, as  amended,
 requires lenders to  supply the  applicant with a  name and  address of  the
 reporting agency.

       The Federal Real  Estate Settlement Procedure  Act ("RESPA")  imposes,
 among other things, limits on the amount of funds a borrower is required  to
 deposit with the  Company in  an escrow account  for the  payment of  taxes,
 insurance premiums or other charges. The  Company has policies,   procedures
 and systems in place to ensure compliance with RESPA.

                                      5
<PAGE>

       The Company believes  it is  in possession  of all  licenses in  those
 states in which it  does business that require  such licenses, except  where
 the absence of such licenses is not material to the business and  operations
 of the Company as a  whole.  Conventional mortgage  operations also may   be
 subject to state usury statutes. FHA and VA loans are exempt from the effect
 of such statutes.

  Secondary Market Activities

       The Company  sells substantially  all of  the mortgage  loans that  it
 originates or  purchases  through  its  mortgage  banking  operations  while
 retaining the servicing rights to some of the loans.  During the years ended
 April 30, 2002 and 2001, the Company originated or purchased $857.7  million
 and $388.2 million in  total mortgage loans,  respectively, and sold  $858.8
 million and $366.7 million of mortgage loans, respectively, in the secondary
 market.  Mortgage loans are aggregated into  pools and sold, or are sold  as
 individual mortgage loans, to investors principally 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 investors. For  the year ended  April 30, 2002,  approximately
 50% of the conforming conventional mortgage loans were exchanged for  Fannie
 Mae and Freddie Mac mortgage-backed  securities, which securities were  then
 sold to  investment   banking  firms.  The remainder were   sold  to   other
 institutional and non-institutional investors.

       The Company  exchanges  and sells  mortgage  loans on  a  non-recourse
 basis. In  connection  with The  Company's  loan exchanges  and  sales,  the
 Company makes  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 there is a breach  of
 the representations and warranties  by the Company,  the Company   typically
 corrects these flaws. If the flaws  cannot be corrected, the Company may  be
 required to repurchase these loans. In cases where loans are acquired   from
 a  broker  or correspondent and there  have been material misrepresentations
 made to   the Company, the  Company generally has  the right  to resell  the
 flawed loan back to  the broker or correspondent  pursuant to the  agreement
 between the  Company  and  the  broker  or  correspondent.   Otherwise,  the
 Company is indemnified against loss on these flawed loans by the broker.  In
 addition, the Company relies upon contract underwriters for a portion of its
 loan production, and these underwriters  must indemnify the Company  against
 loss for loans,  which are eventually  determined to have  not met  investor
 guidelines.

       The  Company  assesses   the  interest  rate   risk  associated   with
 outstanding commitments that it  has extended to fund  loans and hedges  the
 interest rate risk of these  commitments based upon a   number of   factors,
 including  the remaining term of the commitment, the interest rate at  which
 the  commitment  was provided, current  interest  rates  and interest   rate
 volatility. These factors are  monitored on a daily  basis, and the  Company
 adjusts its hedging  on a daily  basis as needed.   The  Company hedges  its
 "held for sale" mortgage loan portfolio and its interest rate risk  inherent
 in its unfunded mortgage  commitments primarily through  the use of  forward
 sale commitments.  Pursuant  to these commitments,  the Company enters  into
 commitments with terms  of not  more than  90 days  to sell  these loans  to
 Freddie Mac, Fannie Mae.

  Mortgage Loan Servicing Activities

       The Company derives a  portion of its revenues  from the servicing  of
 mortgage loans for others.  For the years ended April 30, 2002 and 2001, the
 Company realized servicing fee income, net of amortization and  subservicing
 fees, from its mortgage loan servicing operations of $202,127 and   $78,696,
 respectively.  Servicing arises 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
 investors, 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
 other miscellaneous  duties  related  to loan   administration. The  Company
 collects servicing  fees from  monthly mortgage  payments generally  ranging
 from 0.25% (i.e., 25 basis points) to  0.75% (i.e., 75 basis points) of  the
 declining principal balances of the loans per annum.  The Company engaged  a
 subservicer for these loans and pays $6.50 per loan per month for this.

                                      6
<PAGE>

       The  Company  services  mortgage  loans  nationwide.  The   geographic
 distribution of the Company's  servicing  portfolio reflects  the   national
 scope  of  the   Company's  loan originations. The   three  largest   states
 accounted for  approximately  96% of  the  total number  of  mortgage  loans
 serviced and approximately  97% of the  dollar value of  the mortgage  loans
 serviced,  at  April 30,  2002,  while  the  largest  volume  by  state  was
 California with approximately 76% and 79% of the mortgage loans serviced  by
 number and value, respectively.  At  April 30, 2002 and 2001, the  Company's
 servicing portfolio  consisted  of $107.2  million  and $  33.9  million  of
 conventional servicing, respectively.

       There is  a prepayment  risk related  to the  value of  the  Company's
 mortgage servicing rights if declining interest rates provide borrowers with
 refinancing opportunities.  At April 30, 2002 and 2001, the total amount  of
 the mortgage servicing rights recorded by the Company was $ 1.3 million  and
 $0.6 million, respectively.  For further information, see Note 4 of Notes to
 the Financial Statements.

       The Company's  mortgage  servicing portfolio  includes  servicing  for
 adjustable rate and fixed rate fully  amortizing loans.  At April 30,  2002,
 2.2% of the mortgage  servicing rights related to   adjustable rate   loans,
 which had  a weighted  average coupon  rate of  6.2%; 1.5%  of the  mortgage
 servicing rights related to  fixed  rate balloon payment loans, which had  a
 weighted average coupon  rate of 6.2%;  and the remaining  96.3% related  to
 fixed rate fully amortizing loans, which had a weighted average coupon  rate
 of 6.8%.  At April 30, 2002, the Company's mortgage servicing portfolio  had
 an aggregate weighted average coupon rate of 6.8%.

       The following table contains information, as of April 30, 2002, on the
 percentage of fixed-rate, single-family mortgage loans  being serviced   for
 others by the Company, by interest rate category.

            Coupon Range               Percentage of Portfolio
            ------------               -----------------------
            Less than 6.00%                       3.6%
            6.01 - 7.00%                         72.7
            7.01 - 8.00%                         19.4
            8.01 - 9.00%                          4.3
                                                -----
              Total                             100.0%
                                                =====

       At April  30,  2002,  the  Company  was  servicing  approximately  680
 mortgage loans  with an  aggregate  unpaid   principal  balance   of  $107.2
 million. Of these loans, .3% were  delinquent and none were in  foreclosure.
 At  April 30,  2002, the Company's delinquency  rates on loans serviced  for
 Freddie Mac  and Fannie Mae were .3% and .3%.


 Item 2. Description of Property

       The Company's corporate and administrative headquarters are located in
 leased  facilities  in  Oak  Brook,  Illinois.   These  facilities  comprise
 approximately 6,800 square feet of space in a building leased by the Company
 for a ten  year term at  annual rate of  approximately $9.50  to $15.63  per
 square foot, triple net, which lease expires in 2003.  In addition, at April
 30, 2002, the Company leased an aggregate of approximately 1,146 square feet
 in Las Vegas, Nevada; 1,475 square feet in Irvine, California; 3,380  square
 Feet  in  Chatsworth,  California  and  1,572  square  feet  in  Fair  Oaks,
 California.  The Company also has several other locations with significantly
 smaller  lease  commitments.   The  aggregate  annual  lease   payments   on
 properties leased by the Company as of April 30, 2002 was $490,339.  Company
 believes that its  present facilities are adequate for its current level  of
 operations.  None  of  the  Company's  leased  facilities  are  leased  from
 affiliates of the Company.

       The Company's  corporate  headquarters are located at   800   Commerce
 Drive, Suite 100, Oak Brook,  Illinois 60523 and its   telephone number   is
 (630) 571-7222.


 Item 3. Legal Proceedings.

       The Company  is  involved  in  litigation  in  the  normal  course  of
 business. This litigation is not expected  to have a material effect in  the
 Company's 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.
                                      7
<PAGE>


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

       Market Information

       The  Company's   Common   Stock   began   trading   on   the   Chicago
 Stock Exchange("CSX") on  May 27,   1998.  The  Company's   Common Stock  is
 traded  on CSX under the symbol UFM.

       Holders.   As   of July   22,  2002,   the Company   estimates   there
 were approximately 500 holders of record of the shares.

       Dividends. The Company has  never declared or paid  a dividend on  its
 Common Stock, and  management expects that   a   substantial portion of  the
 Company's earnings,  if any,  for the  foreseeable future  will be  used  to
 expand loan origination and   servicing capabilities.   The decision to  pay
 dividends, if any, in the  future is within the  discretion of the Board  of
 Directors   and   will  depend  upon  the Company's  earnings,  its  capital
 requirements, financial condition  and other relevant  factors such as  loan
 covenants or other contractual obligations.

       Stock Price.  The table below  sets forth the  estimated high and  low
 sales price of the stock during the periods indicated.

           Year Ended April 30          High    Low
           -------------------          ----    ---
           2002
           ----
             First Quarter            $ 1.50  $ 1.00
             Second Quarter             2.00    1.10
             Third Quarter              3.00    1.75
             Fourth Quarter             3.45    2.55

           2001
           ----
             First Quarter            $ 1.75  $ 1.00
             Second Quarter             1.50    1.00
             Third Quarter              1.05     .50
             Fourth Quarter             1.20    1.00


 Item 6.  Selected Financial Data

       We are providing the following information to aid you in your analysis
 of the Company.  We  derived   this  financial  information presented  below
 from the audited consolidated financial  statements  of  the  Company.   The
 information is only a summary and you should read it in conjunction with our
 historical  financial  statements  and   related  notes  and   "Management's
 Discussion and Analysis  of Financial Condition  and Results of  Operations"
 appearing in Item 7 below.

 Summary Financial and Other Data
                                                         At April 30,
                                                  2002       2001       2000
                                                --------   --------   --------
                           (Dollars in thousands, except per share throughout)
   Balance Sheet Data:
      Total assets                             $  61,965  $  60,387  $  36,918
      Cash and cash equivalents                    6,206      4,261      2,806
      Loans held for sale                         51,417     52,719     31,641
      Warehouse lines of credit                   50,210     51,052     29,569
      Stockholders' equity                         8,298      7,430      6,495
      Shares outstanding, net of
        treasury stock                             3,945      4,060      3,891
      Book value per share                          2.10       1.83       1.67

                                      8
<PAGE>

   Other Data:
     Number of:
       Retail offering facilities                     12         10          7
       Wholesale/correspondent lending offices         5          4          3
       Full-time equivalent employees                200        150        130
     Available warehouse lines of credit       $ 100,000  $  85,000  $  52,000


 Summary of Operations
                                                 For the Years Ended April 30,
                                                  2002       2001       2000
                                                --------   --------   --------
                                      (Dollars in thousands, except per share)
   Operations Data:
   Revenues                                    $  22,607  $  14,941  $  10,896
   Expenses                                       20,304     13,901     11,014
                                                --------   --------   --------
   Earnings (loss) before income taxes             2,303      1,040       (118)
   Income taxes                                    1,207        172        (75)
                                                --------   --------   --------
   Net income (loss)                               1,096        868        (43)

   Preferred stock dividends                          39          -         39
                                                --------   --------   --------
   Net income available to common stockholders $   1,057  $      86  $     (82)
                                                ========   ========   ========
   Per Share Data :
   Basic earnings (loss) per common share      $    0.26  $    0.21  $   (0.02)
   Diluted earnings (loss) per common share    $    0.26  $    0.21  $   (0.02)
   Weighted average number of shares
     outstanding (basic)                           3,992      4,069      3,900
   Weighted average number of shares
     outstanding (diluted)                         4,003      4,069      3,900

   Mortgage Servicing Data:
   Mortgage loans serviced for others          $ 107,176  $  33,902  $  18,766
   Capitalized value of mortgage
     servicing rights                              1,339        592        329


                                      9
<PAGE>

 Item 7. Management Discussion and Analysis of Operations.

                      MANAGEMENT DISCUSSION AND ANALYSIS
               OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 The following  discussion provides  additional  information  regarding   the
 operations and financial condition of the  Company for the two fiscal  years
 ended   April 30,   2002  and  2001.   This  discussion  should be read   in
 conjunction with the "Selected Financial Data," the financial statements  of
 the Company, and the accompanying notes thereto.

 Results of Operations

      Two Years Ended April 30, 2001 and April 30, 2002

      Gain on sale  of loans increased  from $8,744,979 for  the fiscal  year
 ended April 30, 2001  to  $14,638,326  for the fiscal  year ended April  30,
 2002. This increase was attributable  to the increase   in loan sales   from
 $366.7 million  in  2001  to $858.8   million in   2002. In addition to  the
 increase in gain on sale of loans there was also an increase in loan charges
 of $597,010 for the  fiscal year ended April 30,  2002 as compared to  2001.
 This increase was due to the increase in  loan originations, from $388   for
 the fiscal year ended April 30, 2001 as compared to $858 for the fiscal year
 ended April 30, 2002.

      Loan servicing income increased by $123,431 or 157% as a result of  the
 increase in loans serviced.  The loan servicing  portfolio increased by  $73
 million, from $33.8 million at April 30, 2001 to $107.2 million at April 30,
 2001.


      The increase in loan servicing income was partially offset during  2002
 as a  result  of management's  on-going  review of  the  mortgage  servicing
 assets.  Management  reviews the  mortgage servicing  rights using  interest
 rate groupings of the underlying loans, and prepayment characteristics on  a
 quarterly basis.  Based upon these  items, management determined that  there
 was impairment in the fair value of  the asset and wrote down the  servicing
 asset by $169,026.


      The fiscal  year ended  April  30, 2002  was  a period  of  significant
 accomplishment  for  the   Company.   Loan  volume  and  revenues   increase
 substantially from year to year.  In fact, both revenue and loan volume were
 at all time highs in the year ended April 30, 2002.  The primary reasons for
 the increase in   revenue and loan   volume was the   opening of three   new
 locations  in  fiscal  2002,  as  well as the Chatsworth, California office,
 which  opened late  in  fiscal 2001.   The Chatsworth office is  originating
 approximately $25 million of loans per month. In addition to this, there was
 also a steady rise in volume as  a result of the interest rate  environment.
 Individuals continue to refinance there mortgage loans.

      Mortgage servicing fees, loan  charges, and servicing income  increased
 from $12,308,475 for the twelve months  ended April 30, 2001 to  $18,922,263
 for the twelve months ended April 30,  2002.  This is a percentage  increase
 of approximately 53.7%.

      Interest income increased from $2,563,961  for the twelve months  ended
 April 30, 2001 to $3,685,011  for the twelve months  ended  April 30,  2002.
 This increase was attributable to an increase in overall loan originations.

      Salary and  commissions  expenses  increased from  $8,288,585  for  the
 twelve months ended  April 30,  2001 to  $13,002,563 for  the twelve  months
 ended April 30,  2002.   The increase was  attributed to  two main  factors:
 continued investment in  the expansion of  the Company's sales  organization
 and the increasing cost of commissions paid on wholesale loan originations.

      Selling and administrative expenses  increased from $2,971,475 for  the
 twelve months ended April 30, 2001 to $4,804,329 for the twelve months ended
 April 30, 2002.  This increase of over 60% was due to expansion of the sales
 effort and volume of loan originations and sales.  Originations increased by
 over 120% from April 30, 2001.

      Depreciation and amortization expense  increased from $131,038 for  the
 twelve months ended April 30, 2001  to $135,025 for the twelve months  ended
 April 30,  2002.  This  increase  principally   resulted   from   technology
 investments made during previous fiscal years.  This investment is in   line
 with the Company's strategy of technological advancement and  infrastructure
 improvements.

                                      10
<PAGE>

      Interest expense decreased from $2,509,979 for the twelve months  ended
 April 30, 2001  to $2,362,696 for  the twelve months  ended  April 30, 2002.
 This decrease was the result of  a decreasein the rate  of interest  charged
 to the Company on its warehouse lines of credit.

      Income taxes increased from  $172,341  for the fiscal year ended  April
 30, 2001 to  $1,207,388 for  the fiscal  year ended  April 30,  2002.   This
 increase in taxes was the result of various factors including an increase in
 taxable income, the  use of net  operating loss carryforwards  in the  prior
 year, and  the evaluation  of various   deferred tax  items which caused  an
 increase in the deferred tax liability.

 Liquidity and Capital Resources

      During the twelve months ended April  30, 2001 and April 30, 2002,  net
 cash  from   operating   activities   was   ($20,154,412)   and   $3,118,321
 respectively. Net cash from operating activities increased from year to year
 largely due to the proceeds  from the sale of  mortgage loans held for  sale
 and the change in accrued expenses and other current liabilities.

      Net cash from  investing activities decreased  from $1,304,788 for  the
 fiscal year ended  April 30, 2001  to ($108,720)  or the  fiscal year  ended
 April 30, 2002.  The change from 2001 to  2002 was largely attributable   to
 the net change in certificates of deposit from year to year.

      Cash flow from financing activities for the fiscal year 2001 and fiscal
 year 2002  was   $22,021,078 and  ($1,064,006)   respectively.  This  change
 resulted largely from the fluctuation in warehouse lines of credit.

      The net cash flow from  operating, financing, and investing  activities
 was $3,171,454 for the fiscal year  ended April 30, 2001 and $1,945,595  for
 the fiscal year ended April 30, 2002.

      Capital  expenditures  for   the  year  ended   April  30,  2002   were
 approximately $50,000, principally in technology and to a lesser extent  for
 the expansion of sales organization facilities. The Company believes it will
 continue  to  make  investments  in  technology in the future to enhance and
 maintain its product and service offerings.

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

       During the past twelve months, the Company has continued to pursue its
 strategy of servicing mortgage loans.  In order to engage in this  business,
 the Company has  retained the servicing  rights  on  certain loans that  the
 Company originates. Such retention has resulted in some reduction in   short
 term cash flow available to the   Company. The Company has employed  capital
 to finance the  retention  of  servicing  rights.  This capital  principally
 would have been expended to pay the costs associated with loan  origination,
 such as  loan officer compensation, broker  commissions, and   miscellaneous
 overhead expenses.  However, the retention of  servicing rights creates  an
  asset on the Company's balance sheet and creates future cash flow streams.

       Liquidity refers to the ability or the financial flexibility to manage
 future cash flows and fund operations on a timely and cost-effective basis.

       The Company's sources of cash flow include cash from gains on sale  of
 mortgage loans, net  interest income,  servicing fees,  and borrowings.  The
 Company sells its mortgage loans generally on a  monthly basis to   generate
 cash for operations. The  Company's uses of cash  in the short term  include
 the funding of  mortgage loan  purchases and originations and purchases   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.

                                      11
<PAGE>

       The Company funds its   business through the  use  of warehouse  lines
 of credit. The warehouse  lines  of  credit have a  limit  of $100  million.
 Borrowing pursuant to the warehouse lines of credit totaled $ 50.2   million
 at April 30, 2002 and $ 51.0 million  at April 30, 2001. The interest  rates
 on the warehouse lines of credit vary and result in a weighted average  rate
 of 3.5% at April 30, 2002 and 6.5%  at April 30, 2001.  The warehouse  lines
 of credit are payable on demand. The terms of the warehouse lines of  credit
 impose certain limitations on the operations of the Company.

 Impact of New Accounting Standards

       In June 2001, FASB issued SFAS No. 141, "Business Combinations."  SFAS
 No. 141 requires all business combinations within its scope to be  accounted
 for using the purchase method, rather than the pooling-of-interests  method.
 The provisions of the Statement apply to all business combinations initiated
 after June 30, 2001. The adoption of this statement will only have an impact
 on  the   financial  statements  if  the  Company  enters  into  a  business
 combination.

       Also in June 2001, the FASB issued SFAS  No. 142, "Goodwill and  Other
 Intangible Assets," which addresses the  accounting for such assets  arising
 from prior and  future  business  combinations. Upon  the adoption of   this
 statement, goodwill arising  from business  combinations will  no longer  be
 amortized, but  will be  assessed regularly  for impairment,  with any  such
 impairment recognized as a reduction to  earnings in the period  identified.
 Other identified intangible assets, such as core deposit intangible  assets,
 will continue to  be amortized over  their  estimated   useful   lives.  The
 Company is  required to  adopt this  statement  on May  1, 2002,  and  early
 adoption is not permitted.  The adoption of this  statement will not have  a
 material impact on the financial statements.


  Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

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

       The continuous movement  of interest  rates is  certain; however,  the
 extent  and  timing  of these  movements   is  not always  predictable.  Any
 movements in interest rates  has an effect  on the Company's  profitability.
 The value of loans, which the Company has 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  prepayment  speed of  loans  underlying  the  Company's
 mortgage servicing rights.

       Because it is unlikely that any particular movement in interest  rates
 could affect only one  aspect  of the  Company's   business,  many  of   the
 Company's  products  move  in  offsetting directions   to  each  other.  For
 instance, the decrease  in the value  of the Company's  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.

                                      12
<PAGE>

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

      The overall objective  of the Company's  interest rate risk  management
 policies is to offset  changes in the values  of these items resulting  from
 changes in interest rates.  The Company does not speculate on the  direction
 of interest rates in its management of interest rate risk.

 Industry Trends

      The Company believes 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  the  Company  will  continue  to  aggressively
 pursue.

      The Company's business base principally is concentrated in the  Midwest
 and Western United   States.  As such,  the Company may be  subject to   the
 effects of  economic conditions  and real  estate markets  specific to  such
 locales.

  Inflation and Seasonality

      The Company believes 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 the  Company's
 servicing portfolio,  and the  opening of  additional   branch  offices  the
 Company hopes to continue to minimize  seasonality fluctuations.

                                      13
<PAGE>

 Item 8.  Financial Statements


                       UNITED FINANCIAL MORTGAGE CORP.

                             FINANCIAL STATEMENTS
                           April 30, 2002 and 2001



                              TABLE OF CONTENTS


 REPORT OF INDEPENDENT AUDITOR FOR FISCAL 2001 ..............  14.A

 REPORT OF INDEPENDENT AUDITORS FOR FISCAL 2002..............  15


 FINANCIAL STATEMENTS

    BALANCE SHEETS ..........................................  16

    STATEMENTS OF INCOME.....................................  17

    STATEMENTS OF STOCKHOLDERS' EQUITY ......................  18

    STATEMENTS OF CASH FLOWS.................................  19

    NOTES TO FINANCIAL STATEMENTS  .......................... 20-31


                                      14
<PAGE>


                       United Financial Mortgage Corp.
                         Independent Auditor's Report


 To the Board of Directors and Stockholders of
 United Financial Mortgage Corporation

      We have  audited the  accompanying balance  sheet of  United  Financial
 Mortgage Corp. as of April 30,  2001, and the related statements of  income,
 stockholders' equity and  cash flows for  the period ended  April 30,  2001.
 These financials  are the  responsibility of  the Corporation's  management.
 Our responsibility is to  express an opinion  on these financial  statements
 based on our audits.

      We conducted our audit in  accordance with generally accepted  auditing
 standards.  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  audit provides  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. as of April  30, 2001 and the  results of its operations  and
 its cash  flows for  the  period then  ended  in conformity  with  generally
 accepted accounting principles.

 Respectfully submitted,


 /s/ Craig Shaffer and Associates Ltd
 Craig Shaffer and Associates Ltd.
 Certified Public Accountants
 July 25, 2001

                                      14-A

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS



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


 We  have audited the accompanying balance sheet of United Financial Mortgage
 Corp.  as  of  April  30,  2002,  and  the  related  statements  of  income,
 stockholders' equity,  and cash  flows for  the year  ended April 30,  2002.
 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 audit.  The financial statements of United Financial
 Mortgage Corp. as  of April 30,  2001 were audited  by other auditors  whose
 report dated  July  25,  2001 expressed  an  unqualified  opinion  on  those
 statements.

  We conducted  our audit  in accordance  with auditing  standards  generally
 accepted in the United States of  America.  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 audit provides a reasonable basis for our opinion.

 In our opinion, the  April 30, 2002 financial  statements referred to  above
 present fairly, in all material respects,  the financial position of  United
 Financial Mortgage  Corp.  as of  April  30, 2002  and  the results  of  its
 operations and  its  cash  flows  for  the  year  ended  April 30,  2002  in
 conformity with  accounting  principles  generally accepted  in  the  United
 States of America.


                                    Crowe, Chizek and Company LLP

  Oak Brook, Illinois
  July 19, 2002

                                      15
<PAGE>

                        UNITED FINANCIAL MORTGAGE CORP.
                                 BALANCE SHEETS
                            April 30, 2002 and 2001
 ____________________________________________________________________________


                                                     2002             2001
                                                 -----------      -----------
 ASSETS
   Cash and due from other financial
     institutions                               $  1,794,254     $  1,154,687
   Interest bearing deposits in other
     financial institutions                        4,411,951        3,105,923
                                                 -----------      -----------
      Total cash and cash equivalents              6,206,205        4,260,610
   Certificates of deposit                         1,221,835        1,233,113
   Loans held for sale                            51,417,233       52,719,199
   Notes receivable-related parties                   80,647           71,500
   Mortgage servicing rights, net                  1,339,698          591,593
   Leasehold improvements and equipment, net         298,080          313,107
   Goodwill                                          105,257          114,409
   Prepaid expenses and other assets               1,296,377        1,083,747
                                                 -----------      -----------
      Total assets                              $ 61,965,332     $ 60,387,278
                                                 ===========      ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Liabilities
   Warehouse lines of credit                    $ 50,209,562     $ 51,052,398
   Note payable                                      369,836          392,545
   Accrued expenses and other liabilities          3,088,371        1,512,231
                                                 -----------      -----------
      Total liabilities                           53,667,769       52,957,174

 Stockholders' equity
   Preferred stock, 5,000,000 authorized, no
    par value, Series A redeemable shares, 63
    issued and outstanding at April 30, 2002
    and 2001 (aggregate liquidation preference
    of $315,000)                                     315,000          315,000
   Common stock, no par value, 20,000,000
    shares authorized, 4,095,029 shares issued
    and outstanding at April 30, 2002 and
    April 30, 2001                                 6,633,903        6,633,903
   Retained earnings                               1,594,621          537,848
                                                 -----------      -----------
                                                   8,543,524        7,486,751
   Treasury stock, 149,580 shares at April 30,
     2002 and 35,080 shares at April 30, 2001,
     at cost                                        (245,961)         (56,647)
                                                 -----------      -----------
      Total stockholders' equity                   8,297,563        7,430,104
                                                 -----------      -----------
   Total liabilities and stockholders' equity   $ 61,965,332     $ 60,387,278
                                                 ===========      ===========
 ____________________________________________________________________________

               See accompanying notes to financial statements.

                                      16
<PAGE>

                        UNITED FINANCIAL MORTGAGE CORP.
                              STATEMENTS OF INCOME
                      Years ended April 30, 2002 and 2001

 ____________________________________________________________________________

                                                     2002             2001
                                                 -----------      -----------
 Revenues
   Gain on sale of loans                        $ 14,638,326     $  8,744,979
   Loan charges                                    4,081,810        3,484,800
   Loan servicing income                             202,127           78,696
   Interest income                                 3,685,011        2,563,961
   Other income                                            -           69,239
                                                 -----------      -----------
      Total revenues                              22,607,274       14,941,675

 Expenses
   Salaries and commissions                       13,002,563        8,288,585
   Selling and administrative                      4,804,329        2,971,475
   Interest expense                                2,362,696        2,509,979
   Depreciation and amortization                     135,025          131,038
                                                 -----------      -----------
      Total expenses                              20,304,613       13,901,077
                                                 -----------      -----------
 Income before income taxes                        2,302,661        1,040,598

 Income taxes                                      1,207,388          172,341
                                                 -----------      -----------
 Net income                                        1,095,273          868,257

 Preferred stock dividends                            38,500                -
                                                 -----------      -----------
 Net income for common stockholders             $  1,056,773     $    868,257
                                                 ===========      ===========
 Basic earnings per common share                $        .26     $        .21
                                                 ===========      ===========
 Diluted earnings per common share              $        .26     $        .21
                                                 ===========      ===========

 ____________________________________________________________________________

               See accompanying notes to financial statements.

                                      17
<PAGE>
<TABLE>

                            UNITED FINANCIAL MORTGAGE CORP.
                          STATEMENTS OF STOCKHOLDERS' EQUITY
                          Years ended April 30, 2002 and 2001

 ___________________________________________________________________________________________

                               Preferred      Common     Retained     Treasury
                                 Stock         Stock     Earnings       Stock        Total
                               ---------    ----------   ---------    --------    ----------
 <S>                          <C>          <C>          <C>          <C>         <C>
 Balance, May 1, 2000         $  315,000   $ 6,536,403  $ (330,409)  $ (25,465)  $ 6,495,529

 Purchase of 26,200 shares
   of treasury stock                   -             -           -     (31,182)      (31,182)

 Exercise of warrants                  -        97,500           -           -        97,500

 Net income                            -             -     868,257           -       868,257
                               ---------    ----------   ---------    --------    ----------

 Balance, April 30, 2001         315,000     6,633,903     537,848     (56,647)    7,430,104

 Net income                            -             -   1,095,273           -     1,095,273

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

 Purchase of 114,500 shares of
   treasury stock                      -             -           -    (189,314)     (189,314)
                               ---------    ----------   ---------    --------    ----------

 Balance, April 30, 2002      $  315,000   $ 6,633,903  $1,594,621   $(245,961)  $ 8,297,563
                               =========    ==========   =========    ========    ==========

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

                   See accompanying notes to financial statements.

                                      18
</TABLE>
<PAGE>

                            UNITED FINANCIAL MORTGAGE CORP.
                               STATEMENTS OF CASH FLOWS
                          Years ended April 30, 2002 and 2001

 ____________________________________________________________________________

                                                       2002           2001
                                                   -----------    -----------
 Cash flows from operating activities
  Net income                                      $  1,095,273   $    868,257
  Adjustments to reconcile net income to net cash
    provided by operating activities
    Depreciation and amortization                      135,025        131,038
    Amortization of mortgage servicing rights          253,092         68,592
    Gain on sales of loans                         (14,638,326)    (8,744,979)
    Origination of mortgage loans held for sale   (857,700,421)  (388,204,365)
    Proceeds from sale of mortgage loans
      held for sale                                873,458,713    375,494,034
    Amortization of goodwill                             9,152          9,153
    Change in prepaid expenses and other assets       (212,630)      (141,259)
    Change in accrued expenses and other
      liabilities                                    1,719,640        696,728
    Increase in mortgage servicing rights           (1,001,197)      (331,611)
                                                   -----------    -----------
      Net cash from operating activities             3,118,321    (20,154,412)

 Cash flows from investing activities
  Net change in certificates of deposit                 11,278      1,283,887
  Purchase of leasehold improvements and
    equipment, net                                    (119,998)        20,901
                                                   -----------    -----------
    Net cash from investing activities                (108,720)     1,304,788

 Cash flows from financing activities
  Purchase of treasury stock                          (189,314)       (31,182)
  Changes in notes receivable - related parties, net    (9,147)        54,099
  Changes in warehouse lines of credit, net           (842,836)    21,870,248
  Repayment of note payable                            (22,709)        (8,087)
  Proceeds from exercise of warrants, net                    -         97,500
  Preferred stock dividend                                   -         38,500
                                                   -----------    -----------
    Net cash from financing activities              (1,064,006)    22,021,078
                                                   -----------    -----------
 Increase in cash and cash equivalents               1,945,595      3,171,454

 Cash and cash equivalents at beginning of year      4,260,610      1,089,156
                                                    -----------    -----------
 Cash and cash equivalents at end of year         $  6,206,205   $  4,260,610
                                                   ===========    ===========
 Supplemental information
  Interest paid                                   $  2,540,677   $  2,667,202
  Taxes paid                                            35,214              -

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

                   See accompanying notes to financial statements.

                                      19

<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001



 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Description of Business:  United Financial  Mortgage   Corp. (UFMC  or   the
 Company) is an Illinois corporation organized on April 30, 1986 to engage in
 the residential  mortgage  banking business.   The  Company  is  a  licensed
 mortgage  banker   in  the   states  of   Arkansas,  California,   Colorado,
 Connecticut,  Delaware,  Florida,  Georgia,  Illinois,  Indiana,   Kentucky,
 Michigan,  Minnesota,  Missouri,  Nebraska,  Nevada,  New  Hampshire,  North
 Carolina, Ohio,  Oregon,  South  Carolina,  Tennessee,  Texas,  U.S.  Virgin
 Islands, Utah, Virginia, Washington, Wisconsin, and Wyoming.  The Company is
 an approved mortgagee by the Department of Housing and Urban Development and
 is qualified  to originate  mortgage loans  insured by  the Federal  Housing
 Administration as well as service for Federal National Mortgage  Association
 and the  Federal  Home  Loan  Mortgage  Corporation.   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.

 Use of Estimates:   Accounting principles generally  accepted in the  United
 States of America 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.  An area involving the use
 of management's estimates and assumptions,  which are susceptible to  change
 in the near term,  includes the valuation of  loans held for sale,  mortgage
 servicing rights, and the value of fair value hedges.

 Cash and  Cash Equivalents:  Cash and  cash  equivalents include  both  non-
 interest-bearing  and   interest-bearing  deposits   with  other   financial
 institutions.

 Loans Held  for Sale  and  Related  Derivatives: Balances 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 purchases 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  into  the  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.

                                      20
<PAGE>

 The pipeline  of loans  in process  includes commitments  to make  loans  at
 specific interest rates  (rate lock  commitments).   Under SFAS  133 it  was
 unclear if rate lock  commitments met the attributes  of a derivative.   The
 Derivative Implementation Group (DIG) of the Financial Accounting  Standards
 Board (FASB) addressed the  issue of such rate  lock commitments and  issued
 tentative guidance in  January 2001 that  categorizes rate lock  commitments
 intended for sale as derivatives.  The status of DIG guidance was  tentative
 and could not  be adopted  until formally cleared  by  the  FASB.   The  DIG
 guidance on this  matter was  cleared by the  FASB and  is effective  May 1,
 2002. On May 1, 2002, the Company will  record the fair value of rate   lock
 commitments as derivatives and,  depending on the  amount and attributes  of
 derivatives held at  the time,  the resulting  fair-value adjustments  could
 offset the fair-value adjustments on forward 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  purchased  rights  and  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 and prepayment 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.


 Leasehold Improvements and Equipment:  Leasehold improvements and  equipment
 are stated at cost less accumulated depreciation.  Depreciation is  computed
 primarily on the straight-line method  over the  lease  term  or   estimated
 useful lives of the assets, whichever is less.  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 a servicing  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  charges
 revenue consists of  various items including  commitment fees,  underwriting
 fees and  other  charges that  the  customer pays  to  the  Company.   These
 charges, along with certain direct loan origination costs for loans held for
 sale are deferred until the related loans are sold.


 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.

 Goodwill:  Goodwill of  $137,291  resulted from the application of  purchase
 accounting principles to the acquisition of  Mortgage Service of America  in
 1998.  Goodwill represents the excess of   acquisition cost  over the   fair
 value of  net assets  acquired and  is  amortized over  15 years  using  the
 straight-line method.

                                      21
<PAGE>


 Income Taxes:  The Company sells loans on a servicing 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 charges  revenue
 consists of various items including  commitment fees, underwriting fees  and
 other charges that the customer pays  to the Company.  These charges,  along
 with certain  direct loan  origination costs  for loans  held for  sale  are
 deferred until the related loans are sold.


 Earnings Per Common  Share: Basic earnings  per common share  is net  income
 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.

 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.

 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 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 anticipated prepayment activity.

                                      22
<PAGE>

                         UNITED FINANCIAL STATEMETNS
                           April 30, 2002 and 2001

 ____________________________________________________________________________


 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

 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 anticipated loan prepayment activity and, therefore, reduce
 the value of the loan servicing portfolio.

 New Accounting  Pronouncements:   A  new  accounting standard  requires  all
 business combinations to be recorded using the purchase method of accounting
 for any  transaction  initiated  after  June  30,  2001. Under the  purchase
 method, all identifiable tangible and  intangible assets and liabilities  of
 the acquired company must be recorded  at fair value at date of  acquisition
 and the excess cost over  fair value of net  assets acquired is recorded  as
 goodwill.  Identifiable intangible assets  must be separated from  goodwill.
 Identifiable intangible assets with finite  useful lives  will continue   to
 amortize under the new standard, whereas goodwill will cease being amortized
 starting in 2002.  Annual impairment  testing will be required for  goodwill
 with impairment being recorded  if the carrying  amount of goodwill  exceeds
 its implied fair value.  Adoption of  this standard on May 1, 2002 will  not
 have a material effect on the financial statements.

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


 NOTE 2 - CASH AND CASH EQUIVALENTS

  Cash and cash equivalents consist of the following at year end:

                                                       2002           2001
                                                   -----------    -----------
       West Suburban Bank                         $  2,232,408   $  1,590,538
       National City Bank of Kentucky                1,056,429      1,547,909
       Austin Bank of Chicago                        1,064,317      1,030,013
       American National Bank of Chicago             1,815,794              -
       Other                                            37,257         92,150
                                                   -----------    -----------
                                                  $  6,206,205   $  4,260,610
                                                   ===========    ===========

                                      23
<PAGE>


                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001

 NOTE 3 - CERTIFICATES OF DEPOSIT

 Certificates of deposit consist of the following at year end:


                                                       2002           2001
                                                   -----------    -----------
  Austin Bank of Chicago                          $    801,835   $    825,113
  West Suburban Bank                                   420,000        408,000
                                                   -----------    -----------
                                                  $  1,221,835   $  1,233,113
                                                   ===========    ===========


 NOTE 4 - MORTGAGE LOANS SERVICED

 Activity related to mortgage servicing rights is summarized below:


                                                       2002           2001
                                                   -----------    -----------
 Balance at beginning of year                     $    591,593   $    328,574
       Additions                                     1,001,197        331,611
       Amortization                                    (84,066)       (68,592)
       Impairment charge                              (169,026)             -
                                                   -----------    -----------
    Balance at end of year                        $  1,339,698   $    591,593
                                                   ===========    ===========

 The Company  sells  mortgage loans  to  secondary market  investors.    UFMC
 collects monthly principal and interest payments and performs certain escrow
 services for  investors  through a  subservicer  arrangement.   Through  its
 subservicer,  UFMC's   servicing   portfolio   for   outside   parties   was
 approximately $107,176,000  and  $33,805,000 at  April  30, 2002  and  2001,
 respectively.  These loans are owned by outside parties and are not included
 in the assets of the Company.



 NOTE 5 - LEASEHOLD IMPROVEMENTS AND EQUIPMENT

 At year end, premises and equipment consisted of the following:

                                                       2002           2001
                                                   -----------    -----------
    Furniture and fixtures                        $    277,923   $    273,101
    Office equipment                                   626,197        520,174
                                                   -----------    -----------
                                                       904,120        793,275
    Accumulated depreciation                          (606,040)      (480,168)
                                                   -----------    -----------
                                                  $    298,080   $    313,107
                                                   ===========    ===========


                                      24
<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001

 NOTE 6 - WAREHOUSE LINES OF CREDIT

 The Company funds mortgage  loan activity using  various warehouse lines  of
 credit, which are secured by the mortgage loans funded by the lines.

 Amounts outstanding  under  the various  credit  facilities consist  of  the
 following:

                                                          2002         2001
                                                      ----------   ----------
   $23  million mortgage  warehouse credit  facility
   at  a commercial  bank;  interest at  the  30-day
   LIBOR plus 160  basis points; expires October  1,
   2002; interest rate was 3.47% at period end.      $ 3,054,590  $17,183,830

   $2 million mortgage warehouse credit facility  at
   a commercial bank;  interest at the 30-day  LIBOR
   plus 160 basis  points; expires October 1,  2002;
   interest rate was 3.47% at period end.              1,246,162    1,234,863

   $25  million mortgage  warehouse credit  facility
   at a  commercial bank; interest commercial  paper
   rate  plus 150  basis points;  expired April  30,
   2001.   This line was not  renewed in the  fiscal
   2002 year.                                                  -    6,239,002

   $25  million mortgage  warehouse credit  facility
   at  a commercial  bank;  interest at  the  30-day
   LIBOR plus  140 basis  points; expires  September
   1, 2002; interest rate was 3.24% at period end.    15,995,219   26,394,703

   $25  million mortgage  warehouse credit  facility
   at  a commercial  bank;  interest at  the  30-day
   LIBOR plus  140 basis points; expires  August 31,
   2002; interest rate was 3.24% at period end.       22,512,156            -

   $25  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; expires  August 28, 2002;  weighted
   average interest rate was 3.77% at period end.      7,401,435            -
                                                      ----------   ----------
                                                     $50,209,562  $51,052,398
                                                      ==========   ==========

                                      25
<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001

 NOTE 7 - NOTE PAYABLE

 The Company has a short-term note at 8% interest secured by a certificate of
 deposit in  the amount  of $420,000,  which  expires August  7, 2002.    The
 balance outstanding was $369,836  and $392,545 at April  30, 2002 and  2001,
 respectively.


 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 $80,647 and $71,500 at April
 30, 2002 and 2001, respectively.


 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
 2002 or 2001 fiscal years by the Company.


 NOTE 10 - INCOME TAXES

 The provision for income taxes consists of the following:


                                                       2002           2001
                                                   -----------    -----------
    Current provision
       Federal                                    $    770,939   $     40,040
       State                                            95,285          8,244
    Deferred provision                                 341,164        124,057
                                                   -----------    -----------
                                                  $  1,207,388   $    172,341
                                                   ===========    ===========

                                      26
<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001
 ____________________________________________________________________________


 NOTE 10 - INCOME TAXES (Continued)

 The net deferred tax liability is comprised of the following at year end:

                                                       2002           2001
                                                   -----------    -----------
    Deferred tax assets
       Depreciation                               $     41,613   $     41,761
       Other                                            35,332              -
                                                   -----------    -----------
                                                        76,945         41,761
    Deferred tax liabilities
       Loan origination costs                          270,365        229,183
       Mortgage servicing rights                       490,865        155,699
                                                   -----------    -----------
                                                       761,230        384,882
                                                   -----------    -----------
         Net deferred tax liability               $    684,285   $    343,121
                                                   ===========    ===========

 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:

                                                       2002           2001
                                                   -----------    -----------
 Statutory rate applied to income before taxes    $    782,905   $    353,803
 Add (deduct)
       State tax, net                                  110,290         61,732
       Effect of nondeductible expenses and other
         adjustments                                   314,193      (243,194)
                                                   -----------    -----------
         Income tax expense                       $  1,207,388   $    172,341
                                                   ===========    ===========


  NOTE 11 - COMMITMENTS

  The Company  has  entered into  various  leases for  office  facilities and
  equipment, expiring  in various  years through  2007.   Expenses for leased
  office facilities  and equipment  were $661,386  and $539,440  for 2002 and
  2001, 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:

               2003                          $    560,000
               2004                               390,000
               2005                               239,000
               2006                                94,000
               2007                                47,000
                                              -----------
               Total minimum lease payments  $  1,330,000
                                              ===========

                                      27
<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001

 ____________________________________________________________________________

 NOTE 11 - COMMITMENTS (Continued)

 In the  normal course  of business,  the  Company is  a party  to  financial
 instruments which are not reflected in the financial statements to meet  the
 needs of its customers. These  financial instruments include commitments  to
 fund loans.

 At  year  end,  the  contract  amount  of  these  financial  instruments  is
 summarized as follows:

                                                       2002           2001
                                                   -----------    -----------
    Financial instruments whose contract amount
      represents credit risk:
       Commitments to fund loans                  $ 41,343,000   $ 23,536,000

 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, which 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 - STOCK OPTIONS, WARRANTS AND STOCK PURCHASE PLAN


 UFMC maintains 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.   The exercise price  of  options
 granted is at least equal to market value at the date of grant.  The Company
 accounts for stock  options in  accordance with   APB Opinion  No. 25,  and,
 therefore, has recorded no compensation expense for options granted.

                                      28
<PAGE>

                       UNITED FINANCIAL MORTGAGE CORP.
                        NOTES TO FINANCIAL STATEMENTS
                           April 30, 2002 and 2001
 ____________________________________________________________________________

 NOTE 12 - STOCK OPTIONS AND WARRANTS (Continued)

 Statement of Financial Accounting Standards No.  123, Accounting for   Stock
 Based Compensation ("SFAS  123"), establishes a  fair-value based method  of
 accounting for employee stock options.  The following pro forma  information
 presents net income and  earnings per share information  as if SFAS 123  had
 been adopted.

                                                       2002           2001
                                                   -----------    -----------
    Net income as reported                        $  1,056,773   $    868,257
    Pro forma net income                             1,001,204        820,315

    Basic earnings per share as reported                   .26            .21
    Diluted earnings per share as reported                 .26            .21
    Pro forma basic earnings per share                     .25            .20
    Pro forma diluted earnings per share                   .25            .20


 The pro forma effect  is computed using an  option pricing model, using  the
 following weighted average assumptions and resulting  fair values as of  the
 grant date.

                                                                2002
                                                               ------
    Risk-free interest rate                                     4.17%
    Expected option life                                       5 years
    Expected stock price volatility                             46.56%
    Dividend yield                                               N/A
    Weighted average fair value per option granted              1.20

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

                                            2002                 2001
                                     -----------------    -----------------
                                              Weighted             Weighted
                                              Average              Average
                                              Exercise             Exercise
                                     Options    Price     Options    Price
                                     -------    -----     -------    -----
  Outstanding at beginning of year   162,500   $ 6.50     162,500   $ 6.50
  Granted                             62,500     1.31           -        -
  Forfeited                           (4,500)    6.50           -        -
                                     -------    -----     -------    -----
  Outstanding at end of year         220,500   $ 5.03     162,500   $ 6.50
                                     =======    =====     =======    =====
  Exercisable at end of year          77,200   $ 6.50      46,500   $ 6.50
                                     =======    =====     =======    =====


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

                               Outstanding                Exercisable
                               -----------                -----------
                                 Average
                                Remaining                   Average
 Exercise                      Contractual                  Exercise
 Prices         Number             Life       Number         Price
 ------         ------             ----       ------         -----
 $1.10          25,000            9.3 yrs        -             -
  1.45          37,500            9.4            -             -
  6.50         158,000            7.9         77,200        $ 6.50


 Outstanding
 At year end  $220,500
               =======

                                      29

<PAGE>

 Options outstanding at April  30, 2002 have a  weighted average life of  8.3
 years, with exercise prices ranging from $1.10 to $6.50.  For the year ended
 April 30, 2002, options were granted  ranging in price from $1.10 to  $1.45.
 All other  options granted  prior to  the  year ended  April 30,  2002  were
 granted at $6.50.

 At April 30, 2002,  the Company  had total warrants outstanding to  purchase
 80,000 shares  of the  Company's common  stock. The  exercise price  of  the
 warrants is $7.80 per share.  The warrants expire in May 2003.


 STOCK PURCHASE PLAN

 Additionally, during  the fiscal  year ended  April  30, 2002,  the  Company
 purchased 114,000 shares of its common stock at an average cost of $1.65 per
 share, pursuant  to its  stock  purchase plan.   When  the  Company's  stock
 purchase plan was approved by the Board of Directors, the Board  considered,
 among other things that  it was in the  Company's best interest to  purchase
 the Company's common stock at a purchase price that was below or  equivalent
 to the Company's book value.


 NOTE 13 - EARNINGS PER SHARE

 The following summarizes the computation of  basic and diluted earnings  per
 share:

                                                      2002           2001
                                                  -----------    -----------
    Basic earnings per share
       Net income for common stockholders        $  1,056,773   $    868,257
                                                  ===========    ===========
       Weighted average shares outstanding          3,992,284      4,068,829
                                                  -----------    -----------
         Basic earnings per share                $        .26   $        .21
                                                  ===========    ===========
    Diluted earnings per share
       Net income for common stockholders        $  1,056,773   $    868,257
                                                  ===========    ===========
       Weighted average shares outstanding          3,992,284      4,068,829
       Diluted effect of assumed exercise
       of stock options and warrants                   10,350              -
                                                  -----------    -----------
       Diluted average shares outstanding        $  4,002,634   $  4,068,829
                                                  ===========    ===========
         Diluted earnings per share              $        .26   $        .21
                                                  ===========    ===========

 At April 30, 2002, options to purchase 158,000 shares of common stock at  an
 average price of   $6.50 and  warrants to purchase  80,000 shares of  common
 stock at  $7.80 per share  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.

                                      30
<PAGE>

 NOTE 14 - DERIVATIVES

 Derivatives such as forward contracts are used to manage interest rate  risk
 on loan commitments and  loans held for sale.   Forward contracts  represent
 future commitments to deliver securities and   whole loans  at a   specified
 price and date.  The derivatives involve underlying items, such as  interest
 rates,  and   are designed  to   transfer risk.  Substantially all of  these
 instruments expire within 90  days.  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.  Beginning May 1, 2001, these derivatives are recorded  in
 the financial statements at  fair  value.  Prior to 2001, forward  contracts
 were not recorded in  the financial statements.  The notional amounts,  fair
 values, and carrying  amounts of these  derivatives  are   as   follows   at
 April 30:

                                                       2002           2001
                                                   -----------    -----------
            Forward contracts
              Notional amount                     $ 45,059,000   $          -
              Fair value                              (182,000)             -
              Carrying amount                         (182,000)             -

 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 market  rates  in  effect on  April  30,  2002.
 Management does not expect any counterparty to default on their  obligations
 and therefore,  does  not expect  to  incur  any cost  due  to  counterparty
 default.

 Item 9.  Changes in  and Disagreements  With Accountants  on Accounting  and
 Financial Disclosure.

 Notice of change in accountants was filed under  Form  8-K on April 1,  2002
 to report the  change in  accountants  from  Craig Shaffer and   Associates,
 LTD., CPA  to Crowe,  Chizek and  Company  LLP.   Further discussion of  the
 change in accountants  appears on  page 9 of  the Proxy  Statement which  is
 incorporated  herein  by  reference.  No  disagreements  on  accounting  and
 financial disclosure matters have occurred for the 24 months prior to, or in
 months subsequent to, April 1, 2002.


                                    PART III

  Item 10. Directors, Executive Officers, Promoters and Control Persons;
  Compliance with Section 16(a) of the Exchange Act.

       (a) Recent Sales of Unregistered Securities.

           The Company has never  declared or paid a  dividend on its  Common
           Stock, and  management expects  that  a  substantial  portion   of
           the Company's earnings, if any, for the foreseeable future will be
           used  to expand loan origination  and servicing capabilities.  The
           decision  to pay dividends, if any,  in the future  is  within the
           discretion of  the Board of Directors  and will  depend  upon  the
           Company's earnings,  its capital requirements, financial condition
           and  other  relevant  factors  such  as loan  covenants  or  other
           contractual obligations.

       (b) Use of Proceeds - N/A

                                      31
<PAGE>

 Item 11. Executive Compensation


                            UNITED FINANCIAL MORTGAGE CORP.
                             SUMMARY COMPENSATION TABLE

                                 Annual Compensation

                                                                    Other
                                                                    Annual
                                                                 Compensation
                                                                 -----------

 Name and Principal Position   Year       Salary        Bonus      (1)(2)(3)
 ---------------------------   ----       ------        -----      ---------
 Joseph Khoshabe, President    2002      $250,000      $130,000     $10,354
                               2001      $250,000      $157,000     $10,354
                               2000      $250,000         -0-       $10,354

 Steve Y. Khoshabe             2002      $140,000      $120,000     $ 3,739
 Executive Vice President      2001      $140,000         -0-       $ 3,739
                               2000      $ 90,000         -0-       $ 3,739

  _____________________

  (1)  Includes: $10,354 for annual health insurance premiums for Mr.
       Khoshabe and his dependents.
  (2)  Does not include a $25,000 annual car allowance payable to Mr. Joseph
       Khoshabe.
  (3)  Does not include a $12,000 annual car allowance payable to Steve
       Khoshabe.


 Items 12. Security Ownership of Certain Beneficial Owners and Management

       The following  table  sets  forth certain  information  known  to  the
 Company regarding beneficial ownership of the Company's Common Stock at  the
 date  of this   Proxy  Statement,   by  (i)   each  person   known  by   the
 Company to beneficially own more  than  5% of  the Company's  Common  Stock,
 and (ii)  the officers and directors of the Company beneficially owning such
 Common Stock.

        The Company  believes that  Mr. Joseph  Khoshabe as  trustee of   the
 Joseph Khoshabe Trust, under trust  agreement dated September  22, 1995 (the
 "J.K. Trust"), has sole  investment and voting   power with respect  to  the
 shares beneficially owned by the J.K. Trust.

                                               Number of
       Name and Address of Beneficial Owner     Shares         Percent Owned
       ------------------------------------     ------         -------------
       J.K. Trust                              2,531,842           61.8%
       c/o United Financial Mortgage Corp.
       600 Enterprise Drive
       Suite 206
       Oak Brook, Illinois 60521

       Larry Woznicki                            384,870            9.4%
       30 S. Wacker
       Chicago, Illinois 60606
  ______________________

       The J.K.  Trust is  the principal  shareholder of  the Company.    Mr.
 Joseph  Khoshabe  originally  purchased  the   shares  and  then  had   them
 reregistered in the name  of the J.K.   Trust for estate planning  purposes.
 Mr. Khoshabe as the  trustee of the  J.K. Trust is  the beneficial owner  of
 2,531,842 shares of the Common Stock of the Company.  In connection with the
 organization of the Company and  its initial capitalization, the  J.K. Trust
 paid a total of $130,070 for 100% of the Company's common stock.  Therefore,
 the J.K. Trust purchased its ownership interest in the Company for $.051 per
 share.

                                      32
<PAGE>


 Item 13. Certain Relationships and Related Transactions.

       The Company's Board of Directors authorized the issuance of 213 shares
 of Series A Non-Voting Preferred Stock ("Preferred Stock").  The outstanding
 shares of Preferred  Stock were purchased  from the Company  for total  cash
 consideration of  $1,065,000  or  $5,000  per  share.   The  213  shares  of
 Preferred Stock includes 113 shares purchased by the J.K. Trust on June  10,
 1996 for a cash payment to the Company of $565,000.

       On June 5, 1998,  150 shares of the  Preferred Stock were redeemed  by
 the  Company  for  a  redemption  price  of  $750,000  and  no  longer   are
 outstanding.

       The redemption price for the  Preferred Stock represents the  original
 purchase price for such shares.   The  decision to redeem the shares by  the
 Company was made  solely by  the holder of  such shares,  namely Mr.  Joseph
 Khoshabe, the President and then sole director of the Company.

       The J.K. Trust for which Mr. Joseph Khoshabe is the trustee holds  all
 sixty-three (63) shares of  Preferred Stock.  The  Company may pay  variable
 dividends with respect to the Preferred Stock as determined by the Board  of
 Directors of the Company on an annual basis.

       As an affiliate of the Company  within the meaning of Rule  144(a)(1),
 the J.K. Trust will be subject to the volume limitations of Rule 144(e) with
 respect to any  sales by it.  Generally, the maximum  amount of   securities
 which can  be  sold by  a  control  affiliate during  a  three-month  period
 pursuant to  Rule 144  is limited  to  the greater  of  one percent  of  the
 outstanding securities of the  Company or the  average weekly volume  traded
 for the  four  week  period  prior  to  the  date  of  filing  the  required
 notification of sale.


                                    PART IV

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

   (a)     (1)  Financial Statements.

           The following financial statements and notes thereto, and the
           related Independent   Auditor's Report, are filed as part of this
           Form 10-KSB on Pages 11 to 21 hereof:

                 Independent Auditors' Report
                 Balance Sheets at April 30, 2002 and 2001
                 Statements of Income for the twelve months ended April 30,
                   2002 and 2001
                 Statements of Stockholders' Equity for the twelve months
                   ended April 30, 2002 and 2001
                 Statements of Cash Flows for the twelve months ended April
                   30, 2002 and 2001
                 Notes to Financial Statements

           (2)  Financial Statement Schedules.

           All financial statement schedules have been omitted because such
           schedules are not required or the information required has been
           included in the financial statements and notes thereto.

           (3)  Exhibits

           The following exhibits are filed with this report or incorporated
           by reference as set forth below.

           99   Opinion of prior auditor

      (b)  Reports on Form 8-K

                                      33
<PAGE>

         The following reports on Form 8-K have been filed by the Company
 during the period covered by this report:
                                Form 8-K dated 06/01/01
                                Form 8-K dated 08/02/01
                                Form 8-K dated 09/17/01
                                Form 8-K dated 12/18/01
                                Form 8-K dated 03/19/02
                                Form 8-K dated 04/01/02
                                Form 8-K/A dated 04/11/02

                                      34
<PAGE>

                                    SIGNATURES

       In accordance  with the  Exchange Act,  this Amendment  No.1 has  been
 signed below on April  18, 2003 by  the following persons  on behalf of  the
 registrant and in the capacities indicated.

 Registrant:    United Financial Mortgage Corp.


 Directors:                         By:  /S/ Joseph Khoshabe
                                    ---------------------------------------
                                         Joseph Khoshabe, President,
                                         Principal Executive Officer and a



                                    By:  /S/Steve Y. Khoshabe
                                    ---------------------------------------
                                         Steve Y. Khoshabe, Executive VP
                                         And Principal Accounting Officer


                                    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 a
                                         Director

                                      35