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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarterly Period Ended March 31, 2002

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Transition Period
from                            to

Commission file number 0-23181

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PAULA FINANCIAL(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

95-4640368(I.R.S. Employer
identification number)


PAULA FINANCIAL
300 North Lake Avenue, Suite 300
Pasadena, CA 91101(Address of principal executive offices)

(626) 304-0401(Registrant's telephone number, including area code)

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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (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 ý    No o

Indicate
the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares of Common Stock, $.01 par value,
outstanding as of close of business on April 30, 2002: 6,092,679 shares.

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PAULA FINANCIAL  INDEX TO FORM 10-Q

|                                 |                                                                                                                          |    | Page
|-------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | -- | ----
|PART I.    FINANCIAL INFORMATION |                                                                                                                          |   
|Item 1.                          | Condensed Consolidated Financial Statements                                                                              |    |     
|                                 | Condensed consolidated balance sheets as of March 31, 2002 (unaudited) and December 31, 2001                             |    | 2   
|                                 | Condensed consolidated statements of income for the three months ended March 31, 2002 and 2001 (unaudited)               |    | 3   
|                                 | Condensed consolidated statements of comprehensive income for the three months ended March 31, 2002 and 2001 (unaudited) |    | 4   
|                                 | Condensed consolidated statements of cash flows for the three months ended March 31, 2002 and 2001 (unaudited)           |    | 5   
|                                 | Notes to condensed consolidated financial statements for the three months ended March 31, 2002 (unaudited)               |    | 6   
|Item 2.                          | Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations                       |    | 7   
|Item 3.                          | Quantitative and Qualitative Disclosures About Market Risks                                                              |    | 9   
|PART II.    OTHER INFORMATION    |                                                                                                                          |   
|Item 6.                          | Exhibits and Reports on Form 8-K                                                                                         |    | 10  
|SIGNATURE                        |                                                                                                                          | 11

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PART I      FINANCIAL INFORMATION

Item 1.    Financial Statements

PAULA FINANCIAL AND SUBSIDIARIES  Condensed Consolidated Balance Sheets(In thousands, except share data)

|                                                                                                       |                                                                                           | March 31,
2002 |         | December 31,
2001 |  
|------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------- | -------------- | ------- | ----------------- | -
|
|Assets                                                                                                 |                                                                                          
|Current Assets:                                                                                        |                                                                                           |                |         |                   |  
|                                                                                                       | Cash (restricted: 2002, $1,525; 2001, $1,438)                                             |                | $       | 2,604             |  
|                                                                                                       | Accounts receivable, net of allowance for uncollectible accounts (2002, $145; 2001, $142) |                |         | 900               |  
|                                                                                                       | Commissions receivable                                                                    |                |         | 724               |  
|                                                                                                       | Deferred income taxes                                                                     |                |         | 673               |  
|                                                                                                       | Other assets                                                                              |                |         | 262               |  
|                                                                                                       |                                                                                           |                |         |                   |  
|                                                                                                       |                                                                                           |                | 5,163   |                   |  
|Investment in related party                                                                            |                                                                                           |                | 703     |                   |  
|Excess of cost over net assets acquired and other intangibles, net                                     |                                                                                           |                | 2,095   |                   |  
|Deferred income taxes                                                                                  |                                                                                           |                | 5,295   |                   |  
|Other assets                                                                                           |                                                                                           |                | 153     |                   |  
|                                                                                                       |                                                                                           |                |         |                   |  
|                                                                                                       |                                                                                           | $              | 13,409  |                   | $
|                                                                                                       |                                                                                           |                |         |                   |  
|Liabilities and Stockholders' Equity                                                                   |                                                                                          
|Current Liabilities:                                                                                   |                                                                                           |                |         |                   |  
|Accounts payable and accrued expenses                                                                  |                                                                                           | $              | 3,022   |                   | $
|Notes payable                                                                                          |                                                                                           |                | 3,726   |                   |  
|                                                                                                       |                                                                                           |                |         |                   |  
|                                                                                                       |                                                                                           | $              | 6,748   |                   | $
|                                                                                                       |                                                                                           |                |         |                   |  
|Stockholders' Equity:                                                                                  |                                                                                           |                |         |                   |  
|Preferred stock, $0.01 par value. Authorized 4,058,823 shares, none issued and outstanding             |                                                                                           | $              |        |                   | $
|Common stock, $0.01 par value (Authorized 15,000,000 shares, issued: 2002, 6,966,179; 2001, 6,966,079) |                                                                                           |                | 70      |                   |  
|Additional paid-in-capital                                                                             |                                                                                           |                | 68,245  |                   |  
|Accumulated deficit                                                                                    |                                                                                           |                | (54,773 | )                 |  
|Unearned compensation                                                                                  |                                                                                           |                | (581    | )                 |  
|Employee loans for stock purchase                                                                      |                                                                                           |                | (423    | )                 |  
|                                                                                                       |                                                                                           |                |         |                   |  
|                                                                                                       |                                                                                           |                | 12,538  |                   |  
|Treasury stock, at cost (2002 and 2001, 873,500 shares)                                                |                                                                                           |                | (5,877  | )                 |  
|                                                                                                       |                                                                                           |                |         |                   |  
|                                                                                                       |                                                                                           |                | 6,661   |                   |  
|                                                                                                       |                                                                                           |                |         |                   |  
|                                                                                                       |                                                                                           | $              | 13,409  |                   | $
|                                                                                                       |                                                                                           |                |         |                   |  

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See notes to condensed consolidated financial statements.

2

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PAULA FINANCIAL AND SUBSIDIARIES  Condensed Consolidated Statements of Income(In thousands, except share and per share data)

|                                                      |            | Three Months Ended
March 31,
|----------------------------------------------------- | ---------- | ----------------------------
|
|
|Income:                                               |            |                             
|Net premiums earned                                   |            | $                           
|Commissions                                           |            |                             
|Net investment income                                 |            |                             
|Net realized investment gains                         |            |                             
|Service fees                                          |            |                             
|Other                                                 |            |                             
|                                                      |            |                             
|                                                      |            |                             
|                                                      |            |                             
|Expenses:                                             |            |                             
|Losses and loss adjustment expenses incurred          |            |                             
|Dividends provided for policyholders                  |            |                             
|Operating                                             |            |                             
|                                                      |            |                             
|                                                      |            |                             
|                                                      |            |                             
|Income before income taxes                            |            |                             
|Income tax expense                                    |            |                             
|                                                      |            |                             
|                                                      | Net income |                             
|                                                      |            |                             
|Earnings per share                                    |            | $                           
|Weighed average shares outstanding                    |            |                             
|Earnings per shareassuming dilution                  |            | $                           
|Weighted average shares outstandingassuming dilution |            |                             

See
notes to condensed consolidated financial statements.

3

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PAULA FINANCIAL AND SUBSIDIARIES  Condensed Consolidated Statements of Comprehensive Income(In thousands)

|                                       |                                  | Three Months Ended
March 31,                                                         
|-------------------------------------- | -------------------------------- | -------------------------------------------------------------------------------------
|
|
|Net income                             |                                  | $                                                                                    
|Other comprehensive income, net of tax |                                  |                                                                                      
|                                       | Unrealized gains on investments: |                                                                                      
|                                       |                                  | Unrealized holding gains arising during period (tax impact: 2001, $601)              
|                                       |                                  | Reclassifications adjustment for gains included in net income (tax impact: 2001, $31)
|                                       |                                  |                                                                                      
|                                       |                                  |                                                                                      
|                                       |                                  |                                                                                      
|                                       | Comprehensive income             |                                                                                      
|                                       |                                  |                                                                                      

See
notes to condensed consolidated financial statements.

4

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PAULA FINANCIAL AND SUBSIDIARIES  Condensed Consolidated Statements of Cash Flows(In thousands)

|                                                                                            |                                                                           | Three Months Ended
March 31, |      
|------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ---------------------------- | -----
|
|
|Cash flow from operating activities:                                                        |                                                                           |                              |      
|                                                                                            | Net income                                                                |                              | $    
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                                                           |                              |      
|                                                                                            | Depreciation and amortization                                             |                              |      
|                                                                                            | Amortization of fixed maturity premium, net                               |                              |      
|                                                                                            | Loss on sale of property and equipment                                    |                              |      
|                                                                                            | Gain on sales and calls of investments                                    |                              |      
|                                                                                            | Increase in receivables                                                   |                              |      
|                                                                                            | Decrease in deferred income taxes                                         |                              |      
|                                                                                            | Decrease in unpaid losses and loss adjustment expenses                    |                              |      
|                                                                                            | Increase in accrued policyholder dividends                                |                              |      
|                                                                                            | Increase in accounts payable and accrued expenses                         |                              |      
|                                                                                            | Increase in unearned premiums                                             |                              |      
|                                                                                            | Other, net                                                                |                              |      
|                                                                                            |                                                                           |                              |      
|Net cash provided by (used in) operating activities                                         |                                                                           |                              | 906  
|                                                                                            |                                                                           |                              |      
|Cash flows from investing activities:                                                       |                                                                           |                              |      
|                                                                                            | Proceeds from sale of available for sale fixed maturities                 |                              |      
|                                                                                            | Proceeds from maturities and calls of available for sale fixed maturities |                              |      
|                                                                                            | Proceeds from sale of common stock                                        |                              |      
|                                                                                            | Proceeds from sale of property and equipment                              |                              |      
|                                                                                            | Purchase of available for sale fixed maturities                           |                              |      
|                                                                                            | Purchase of property and equipment                                        |                              |      
|                                                                                            |                                                                           |                              |      
|Net cash provided by (used in) investing activities                                         |                                                                           |                              | (39  
|                                                                                            |                                                                           |                              |      
|Cash flows from financing activities:                                                       |                                                                           |                              |      
|                                                                                            | Payments on note payable to bank                                          |                              |      
|                                                                                            | Proceeds from payments on employee loans for stock purchase               |                              |      
|                                                                                            |                                                                           |                              |      
|Net cash used in financing activities                                                       |                                                                           |                              | (260 
|                                                                                            |                                                                           |                              |      
|Net increase in cash and invested cash                                                      |                                                                           |                              | 607  
|Cash and invested cash at beginning of period                                               |                                                                           |                              | 1,997
|                                                                                            |                                                                           |                              |      
|Cash and invested cash at end of period                                                     |                                                                           | $                            | 2,604
|                                                                                            |                                                                           |                              |      

See
notes to condensed consolidated financial statements.

5

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PAULA FINANCIAL AND SUBSIDIARIES  Notes to Condensed Consolidated Financial Statements  For the Three Months Ended March 31, 2002 (Unaudited)

Note ABasis of Presentation

PAULA Financial and subsidiaries (the "Company") is a California-based specialty distributor of commercial insurance products. The Company's agency operations,
Pan American Underwriters, Inc., Pan American Underwriters Insurance Agents and Brokers and Agri-Comp Insurance Agency (collectively "Pan Am") place a full array of commercial
insurance products for their customers. In addition, the Company owns Pan Pacific Benefit Administrators ("PPBA"), a third party administration ("TPA") operation which derives substantially all its
service fee revenue from PAULA Insurance Company ("PICO"). Historically, the Company also underwrote workers' compensation insurance products through its underwriting subsidiary, PICO. In the first
quarter of 2002, the Company and the California Department of Insurance ("California DOI") entered into an agreement of regulatory oversight which provided that all of the ongoing operations of PICO
were subject to California DOI control. The agreement remained in effect until PICO either received written notice that it was released from the agreement or the agreement was superseded by an
Administrative or Superior Court Order.

As
the next step in the process, on April 26, 2002 the California DOI obtained a court order appointing the Insurance Commissioner of the State of California (the "Commissioner")
the conservator of PICO. In accordance with the order the Commissioner has taken possession of the property, business, books, records, accounts and offices occupied by PICO. Additionally, the
Commissioner is now responsible for conducting the business operations of PICO.

In
the fourth quarter of 2001, the Company began accounting for its investment in PICO using the equity method. Consequently, PICO's balance sheet and income statement amounts are
excluded from the consolidated financial statements as of and for the quarter ended March 31, 2002 and the consolidated balance sheet as of December 31, 2001. However, the results of
PICO's operations are included in the statements of income, comprehensive income and cash flows for the quarter ended March 31, 2001. As of December 31, 2001, PAULA Financial had written
down its investment in PICO to $-0-.

The
accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles ("GAAP") for interim
financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normally occurring accruals, considered necessary for a fair presentation have
been included.

Operating
results for the three months ended March 31, 2002 are not necessarily indicative of the results to be expected for the year ended December 31, 2002. For further
information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.

Note BChange in Stockholders' Equity

In the first quarter of 2002, the Company received $65,000 in payments on employee loans for stock purchase. Additionally, $2,000 in restricted stock grants
vested during the period.

6

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PART I FINANCIAL INFORMATION

Item 2.    Management's Discussion and Analysis of Consolidated Financial
Condition                and Results of Operations

Overview

The Company's revenues consist primarily of commission income, service fees and other income. Commission income is earned from Pan Am's distribution of insurance
for insurers. Service fee income consists of TPA fees, substantially all of which are generated from PPBA's agreement with PICO, and expense reimbursements from PICO to PAULA Financial. Other income
consists of various miscellaneous items. Prior to the fourth quarter of 2001, earned premium also contributed significantly to the Company's revenue.

The
Company's expenses consist of operating expenses. Operating expenses include general and administrative expenses, and are generally fixed in nature. Prior to the fourth quarter of
2001, the Company's expenses also consisted of losses and loss adjustment expenses incurred and dividends provided for policyholders.

The
following table provides information as to the Company's operating segments for the quarters ended March 31, 2002 and 2001:

Agency
Operations

Underwriting
Operations

TPA
Operations

Other

Intercompany
Eliminations

Consolidated2002Revenue

$
3,396

$


$
2,184

$
438

$
(187
)
$
5,831Expenses


2,886





2,184


584


(187
)

5,467Net income (loss)


302








(90
)




212Earnings per share

$
0.05

$


$


$
(0.02
)



$
0.032001Revenue

$
2,785

$
13,554

$


$
343

$
(955
)
$
15,727Expenses


2,582


13,309


3


660


(955
)

15,599Net income (loss)


112


209


(2
)

(199
)




120Earnings per share

$
0.02

$
0.04

$


$
(0.04
)



$
0.02


The
"Other" category relates to parent company operations. Note that the third party administration arrangement between PICO and PPBA did not become effective until the second quarter of
2001.

Results of Operations for the Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001:

In the fourth quarter of 2001, the Company began accounting for its investment in PICO using the equity method. Consequently, PICO's operating results are
excluded from the consolidated financial statements for the quarter ended March 31, 2002. However, the results of PICO's operations are included in the operating results for the quarter ended
March 31, 2001. This explains the entire fluctuation in the following line items: net premiums earned, losses and loss adjustment expenses incurred and dividends provided for policyholders.

Commission income.For the three months ended March 31, 2002 commission income increased 57.0% to $2.9 million
compared to $1.8 million for the comparable 2001 period. Commissions paid by PICO to Pan Am in the 2001 period were eliminated in consolidation while such commissions, totaling
$0.7 million, are included in the consolidated income statement for the quarter ended March 31, 2002. Also contributing to the increase is rate increases on underlying business.

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Net investment income.Net investment income decreased 99.8% to $4,000 for the three months ended March 31, 2002 from
$2.2 million for the comparable 2001 period. Net investment income in the 2001 period was primarily derived by PICO.

Service fees.Service fee income increased to $2.4 million for the three months ended March 31, 2002 from
$26,000 for the comparable 2001 period. The TPA agreement between PPBA and PICO did not become effective until the second quarter of 2001.

Operating expenses.Operating expenses decreased 8.5% to $5.5 million for the three months ended March 31, 2002
from $6.0 million for the comparable 2001 period. Operating expenses in the 2001 period include all PICO expenses while the 2002 period only includes PICO related expenses incurred by PPBA in
conjunction with the TPA arrangement.

Income taxes.Income tax expense for the three months ended March 31, 2002 was $0.2 million compared to $8,000
for the comparable 2001 period. The effective combined income tax rates for the three months ended March 31, 2002 and 2001 were 41.8% and 6.3%, respectively. The effective tax rate in the 2001
period is below the statutory rate due to the impact of tax exempt investment income earned by PICO.

Liquidity and Capital Resources:

As a holding company, PAULA Financial's principal sources of funds are dividends and expense reimbursements from its operating subsidiaries and proceeds from the
sale of its capital stock. PAULA Financial's principal uses of funds are capital contributions to its subsidiaries and payment of operating expense.

As
of December 31, 2001, the Company had an outstanding balance on its bank term loan of $4.1 million. Under the terms of the amended credit agreement, the Company will
make principal payments totaling $1.3 million during 2002 with the remaining principal balance of $2.8 million due on January 1, 2003. As of March 31, 2002, the outstanding
balance was $3.7 million. Management believes that funds currently available and expected to be generated by the agency operations will be sufficient to meet the required principal and interest
payments on the term loan in 2002. The Company has plans to refinance the January 1, 2003 payment. Management believes that such financing is available and can be obtained under appropriate and
reasonable terms.

Since
December 31, 2001, the Company had been out of compliance with certain of its debt covenants related to PICO matters. However, PAULA Financial has always been and remains
current on the term loan's regularly scheduled principal and interest payments. On March 22, 2002, the Company received a waiver of the breach of covenants from the lender. According to the
waiver the lender has waived all now existing and hereafter arising events of default resulting solely from PICO being placed on supervised status by the California DOI and the subsequent winding down
of PICO's business. The Company believes that it will be able to maintain compliance with the revised covenants throughout 2002.

Each
of PAULA Financial's non-insurance subsidiaries has guaranteed all obligations of PAULA Financial under the credit agreement.

Forward-Looking Statements

In connection with, and because it desires to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, the Company
cautions readers to recognize the existence of certain forward-looking statements in this Form 10-Q and in any other statement made by, or on behalf of, the Company, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which

8

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relate to future operations, strategies, financial results or other developments. Some forward-looking statements may be identified by the use of terms such as "expects," "believes," "anticipates,"
"intends," or "judgment." Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties,
many of which are beyond the Company's control and many of which, with respect to future business decisions, are subject to change. Examples of such uncertainties and contingencies include, among
other important factors, those affecting the insurance industry in general, such as the economic and interest rate environment, legislative and regulatory developments and market pricing and
competitive trends, and those relating specifically to the Company and its businesses, such as the level of its commission and fee income, and acquisitions of companies or blocks of business. These
uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the
Company. The Company disclaims any obligation to update forward-looking information.

Item 3:    Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes since the annual report Form 10-K filed for the year ended December 31, 2001.

9

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PART II.    OTHER INFORMATION

Item 6:    Exhibits and Reports on Form 8-K:





10

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on
Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.

|                      |  |                 |                                                                                          
|--------------------- |  | --------------- | -----------------------------------------------------------------------------------------
|Date:    May 10, 2002 |  | PAULA FINANCIAL
|                      |  |                 |                                                                                          
|                      |  | By:             | /s/JAMES A. NICHOLSONJames A. Nicholson
Senior Vice President and Chief Financial Officer
|                      |  |                 |                                                                                          

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