UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
    OF 1934

                  For the quarterly period ended March 31, 2002

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES ACT
    OF 1934

                         Commission File Number: 1-7614
                          -----------------------------

                             GENEVA FINANCIAL CORP.
             (Exact Name of Registrant as Specified in its Charter)


                  Delaware                                    11-3404072
        (State or other Jurisdiction of                    (I.R.S. Employer
       Incorporation or Organization)                    Identification Number)

                             100 North Centre Avenue
                          Rockville Centre, N.Y. 11570
              (Address of Principal Executive Offices and Zip Code)
                                 (516) 255-1700
              (Registrant's telephone number, including area code)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  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.

 (1) Yes            No     X          (2) Yes    X            No
         ------        --------                ------            ------

Number of shares  outstanding of the issuer's  Common Stock,  par value $.01 per
share, as of March 31, 2003: 3,907,000 shares.



<PAGE>

<TABLE>

<CAPTION>

                             GENEVA FINANCIAL CORP.

                                   FORM 10-QSB

                                TABLE OF CONTENTS


                                                                                        Page No
                                                                                        -------

Part I. Financial Information

    Item 1.  Financial Statements:

              <S>                                                                         <C>
              Condensed Consolidated Statements of Operations (Unaudited)                  3
              Three Months Ended March 31, 2002 and 2001

              Condensed Consolidated Balance Sheet                                         4
              March 31, 2002 (Unaudited)

              Condensed Consolidated Statements of Cash Flows (Unaudited)                  5
              Three Months Ended March 31, 2002 and 2001

              Notes to Condensed Consolidated Financial Statements (Unaudited)            6-12

    Item 2.   Management's Discussion and Analysis or Plan                               13-16
                 of Operation

    Item 3. Controls and Procedures                                                       16

Part II. Other Information

    Item 1. Legal Proceedings                                                             17

    Item 2. Changes in Securities and Use of Proceeds                                     17

    Item 3. Defaults Upon Senior Securities                                               17

    Item 4. Submission of Matters to a Vote of Security Holders                           17

    Item 5. Other Information                                                             17

    Item 6. Exhibits and Reports on Form 8-K                                              17

Signatures                                                                                18

Certifications                                                                          19-22

</TABLE>

                                       2

<PAGE>



                         Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                      GENEVA FINANCIAL CORP. and SUBSIDIARY
                   (f/k/a PMCC FINANCIAL CORP. AND SUBSIDIARY)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                                       Three Months Ended March 31,
                                                                       ----------------------------
                                                                          2002              2001
                                                                          ----              ----
<S>                                                                   <C>                <C>
Revenues:
Gains on sale of mortgage loans                                       $1,232,966       $  761,525
Interest earned                                                          264,177          200,009
                                                                      ----------       ----------
       Total Revenues                                                  1,497,143          961,534
                                                                      ----------       ----------

Expenses:
Compensation and benefits                                                745,302          675,852
Interest expense                                                         191,420          277,827
Expenses resulting from Investigation, net                                    --           14,595
Expenses relating to the closing of the Roslyn office (Note 9)           170,308               --
Other general and administrative                                         676,638          487,104
                                                                      ----------       ----------
       Total Expenses                                                  1,783,668        1,455,378
                                                                      ----------       ----------

Loss before income taxes                                                (286,525)        (493,844)
Income taxes                                                                 --                --
                                                                    -----------         ----------
       Loss from continuing operations                                  (286,525)        (493,844)

Loss from Discontinued Operations                                       (200,832)               --
                                                                      -----------       ----------

       Net loss                                                      $  (487,357)      $ (493,844)
                                                                     ============      ===========


Net loss per share of common stock-basic and diluted:
Loss from continuing operations                                     $     (0.08)       $    (0.13)
Loss from discontinued operations                                         (0.05)               --
                                                                      ---------         ---------
       Net loss                                                     $     (0.13)       $    (0.13)
                                                                     ===========        ==========

Weighted average number of shares
       outstanding-basic and diluted                                   3,807,000         3,707,000
                                                                       =========         =========


</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>

<TABLE>
<CAPTION>


                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                   (f/k/a PMCC FINANCIAL CORP. AND SUBSIDIARY)
                      Condensed Consolidated Balance Sheet



                                                                                         (Unaudited)
                                                                                           March 31,
                                                                                         -----------
                                                                                            2002
                                                                                            ----
                               Assets
<S>                                                                                   <C>
Cash and cash equivalents                                                             $     182,237
Mortgage loans held for sale, net                                                        17,864,770
Mortgage loans held for investment, net                                                     200,637
Accrued interest receivable                                                                 170,000
Other receivables, net                                                                      506,899
Assets held for sale - residential rehabilitation properties                                318,926
Furniture, fixtures & equipment, net                                                        274,516
Prepaid expenses and other assets                                                            46,178
                                                                                        -----------
Total assets                                                                            $19,564,163
                                                                                        ===========


             Liabilities and shareholders' equity
Liabilities
Notes payable-principally warehouse lines of credit                                     $17,207,563
Accrued expenses and other liabilities                                                    1,036,534
                                                                                        -----------

Total liabilities                                                                        18,244,097
                                                                                        -----------

Commitments and Contingencies

Shareholders' equity
Common stock, $.01 par value; 40,000,000 shares authorized;
    3,850,000 shares issued; 3,807,000 shares outstanding                                    38,500
Additional paid-in capital                                                               11,042,538
Accumulated deficit                                                                      (9,506,501)
Treasury stock, 43,000 shares, at cost                                                     (254,471)
                                                                                      --------------
Total  shareholders' equity                                                               1,320,066
                                                                                       ------------

Total liabilities and shareholders' equity                                              $19,564,163
                                                                                        ===========
</TABLE>

                                       4

See accompanying notes to condensed consolidated financial statements


<PAGE>

<TABLE>
<CAPTION>


                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                   (f/k/a PMCC FINANCIAL CORP. AND SUBSIDIARY)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                Three months ended March 31,
                                                                                ----------------------------
                                                                                  2002              2001
                                                                                  ----              ----
Cash flows from operating activities:
<S>                                                                           <C>                  <C>
 Net loss                                                                     $   (487,357)      $  (493,844)
 Loss from discontinued operations                                                 200,832                --
                                                                             -------------       ------------

Loss from continuing operations                                                   (286,525)         (493,844)
                                                                             --------------      -------------

Adjustments to reconcile net loss from continuing operations
 to net cash (used in) provided by operating activities:
     Depreciation and amortization                                                  46,012            50,396
  Changes in operating assets and liabilities:
     Accrued interest and other receivables, net                                    90,472           516,369
     Mortgage loans held for sale and investment, net                           (3,172,270)        5,696,312
     Prepaid expenses and other assets                                              66,455             3,152
     Accrued expenses and other liabilities                                        (49,141)          (68,606)
                                                                                -----------        ----------

Total adjustments                                                              (3,018,472)          6,197,623
                                                                               ------------        -----------

Net cash (used in) provided by continuing operations                           (3,304,997)          5,703,779

Net cash used in discontinued operations                                          (89,744)                ---
                                                                              -------------         ----------

Net cash (used in) provided by operating activities                             (3,394,741)          5,703,779
                                                                               ------------        -----------

Cash flows from financing activities:
     Net increase (decrease) in notes payable- principally
     warehouse lines of credit                                                   3,132,481          (5,622,941)
                                                                               -----------          -----------

Net (decrease) increase in cash and cash equivalents                              (262,260)             80,838

Cash and cash equivalents - beginning                                              444,497              21,988
                                                                                -----------        ------------

Cash and cash equivalents - ending                                             $   182,237        $    102,826
                                                                               ===========        ============

Supplemental disclosures of cash flow information:
Cash paid during the period for:
     Interest                                                                  $   192,923         $   279,722
                                                                               ===========         ===========
     Income taxes                                                            $          --       $       1,350
                                                                              ============         ===========

</TABLE>


See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>



                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                   (f/k/a PMCC FINANCIAL CORP. AND SUBSIDIARY)
              Notes to Condensed Consolidated Financial Statements
                           For the three months ended
                             March 31, 2002 and 2001
                                   (Unaudited)

1.   Business

     Geneva Financial Corp. (the "Company"),  (formerly PMCC Financial Corp.), a
     Delaware  corporation,  was  organized  in 1998 to own the  stock of Geneva
     Mortgage  Corp.   ("Geneva")   (formerly  PMCC  Mortgage   Corp.)  and  its
     subsidiaries. On February 17, 1998, the Company completed an initial public
     offering  ("IPO") of common stock through the issuance of 1,250,000  shares
     at an initial public offering price of $9.00 per share.  Effective November
     21, 2001,  PMCC Mortgage  Corp.  changed its name to Geneva  Mortgage Corp.
     Subsequent  to March 31, 2002,  PMCC  Financial  Corp.  changed its name to
     Geneva Financial Corp.

     Geneva is a mortgage banker conducting business in ten states and operating
     primarily  from  offices  in New York,  New Jersey  and  Florida.  Geneva's
     principal business  activities during 2002 and 2001 are (i) the origination
     of  residential  mortgage loans and the sale of such loans in the secondary
     market on a servicing  released basis and (ii) the funding of the purchase,
     rehabilitation  and resale of vacant  residential  real estate  properties.
     Effective  August 2002  management  committed to a plan to discontinue  the
     residential  rehabilitation  segment  (see Note 10).  Residential  mortgage
     loans are sold on a  non-recourse  basis  except  for  indemnifications  or
     buybacks required for certain early payment defaults or other defects.

     The  mortgage  banking  industry is generally  subject to seasonal  trends.
     These  trends  reflect  the general  pattern of resales of homes,  in which
     sales  typically peak during the spring and summer seasons and decline from
     January  through  March.  Refinancings  tend to be less  seasonal  and more
     closely related to changes in interest rates.

2.   Basis of Presentation

     The unaudited condensed  consolidated  financial statements included herein
     reflect all adjustments  which are, in the opinion of management  necessary
     for a fair  presentation  of the  Company's  financial  condition as of the
     dates  indicated and the results of operations for the periods  shown.  All
     such  adjustments  are of a  normal  recurring  nature.  In  preparing  the
     accompanying  condensed  consolidated  financial statements,  management is
     required to make  estimates  and  assumptions  that  reflect  the  reported
     amounts  of  assets  and  liabilities  as of  the  date  of  the  condensed
     consolidated  balance  sheet and of income  and  expenses  for the  periods
     presented in the  condensed  consolidated  statements  of  operations.  The
     results of  operations  for the three  months  ended March 31, 2002 are not
     necessarily  indicative of the results of operations to be

                                       6
<PAGE>

     expected  for the  remainder  of the  year.  Certain  information  and note
     disclosures   normally  included  in  financial   statements   prepared  in
     accordance  with  accounting  principles  generally  accepted in the United
     States of America have been omitted  pursuant to rules and  regulations  of
     the Securities and Exchange Commission.

     These unaudited condensed  consolidated financial statements should be read
     in conjunction with the audited consolidated financial statements and notes
     thereto included in the Company's Form 10-K for the year ended December 31,
     2001.

3.   Recently Issued Accounting Pronouncements

     Statement of Financial  Accounting  Standards  ("SFAS") No. 141,  "Business
     Combinations,"  and SFAS No. 142,  "Goodwill and Other  Intangible  Assets"
     became  effective for the Company  during the quarter ended March 31, 2002.
     The provisions of these  interpretations that are applicable to the Company
     were implemented on a prospective basis as of January 1, 2002, which had no
     material effect on the Company's consolidated financial statements.

     SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of  Long-Lived
     Assets" became effective for the Company during the quarter ended March 31,
     2002.  The  provisions of the  interpretations  that are  applicable to the
     Company were  implemented on a prospective  basis as of January 1, 2002. In
     August 2002,  the Company's  management  committed to a plan to discontinue
     the residential  rehabilitation  properties segment line of operations with
     no  intention  of  getting  back  into  this  business  at any  time in the
     foreseeable  future (Note 10). The December 31, 2001  statements  presented
     for comparative  purposes were  reclassified to reflect  application of the
     provisions  this  Statement,  which had no material effect on the Company's
     consolidated financial statements.

4.   Income Taxes

     The  Company  accounts  for  income  taxes  under the  liability  method as
     required by SFAS No. 109.

5.   Earnings (Loss) Per Share of Common Stock

     Basic  earnings  (loss) per share  ("EPS") is  determined  by dividing  net
     income  (loss)  for the  period by the  weighted  average  number of common
     shares  outstanding  during  the same  period.  Diluted  EPS  reflects  the
     potential  dilution that could occur if  securities  or other  contracts to
     issue  common  stock were  exercised  or  converted  into  common  stock or
     resulted  in the  issuance  of common  stock  which would then share in the
     earnings of the Company.  There were no outstanding  dilutive stock options
     or warrants for the quarters ended March 31, 2002 and 2001.

                                       7
<PAGE>

6.   Notes Payable

     At March 31, 2002,  substantially  all of the mortgage  loans held for sale
     and  investment,  and certain  residential  rehabilitation  properties were
     pledged to secure notes payable under warehouse lines of credit agreements.

     On  February  28,  2000,  the  Company  entered  into a  Master  Repurchase
     Agreement  that provides the Company with a warehouse  facility (the "IMPAC
     Line")  through IMPAC  Warehouse  Lending Group  ("IMPAC").  The IMPAC Line
     provides  a  committed  warehouse  line of  credit of $20  million  for the
     Company's  mortgage  originations  only.  The IMPAC  Line is secured by the
     mortgage  loans  funded  with the  proceeds  of such  borrowings.  Interest
     payable is  variable  based on the Prime Rate as posted by Bank of America,
     N.A. plus 0.50%. In August 2002, the Company obtained a temporary  increase
     in the credit line to $25 million,  and in December 2002 obtained a further
     temporary increase to $36.6 million through May 31, 2003.The IMPAC Line has
     no stated  expiration  date but is  terminable by either party upon written
     notice. In addition,  the Company is required to maintain certain financial
     and  other  covenants.  As of March  31,  2002 the  Company  failed to meet
     certain of the  financial  ratios,  and the Bank has  granted the Company a
     waiver.  There can be no  assurance  that the Bank will  continue  to grant
     waivers if the Company fails to meet the net worth and financial  ratios in
     the future.  If such waivers are not granted,  any loans  outstanding under
     the Credit Agreement become immediately due and payable,  which may have an
     adverse  effect  on  the  Company's   business,   operations  or  financial
     condition.  The  balance  outstanding  on this line at March  31,  2002 was
     approximately $16.9 million.

     The Company's  warehouse line of credit with Chase Bank of Texas,  National
     Association  ("Chase")  and PNC Bank  ("PNC")  was paid in full in  October
     2002.  The  balance  outstanding  on  this  line  at  March  31,  2002  was
     approximately $62,000.

7.   Financial Instruments With Off-Balance Sheet Risk and Concentrations

     In the normal course of the Company's business, there are various financial
     instruments,  which  are  appropriately  not  recorded,  in  the  financial
     statements.  The Company's risk of accounting loss, due to the credit risks
     and market  risks  associated  with these  off-balance  sheet  instruments,
     varies with the type of financial instrument and principal amounts, and are
     not necessarily indicative of the degree of exposure involved.  Credit risk
     represents the  possibility of a loss occurring from the failure of another
     party to perform in  accordance  with the terms of a contract.  Market risk
     represents the possibility  that future changes in market prices may make a
     financial instrument less valuable or more onerous.

     The  Company  enters  into cash flow  hedges in the form of  treasury  note
     contracts to hedge the change in interest rates that may occur on locked-in
     loan  commitments  to borrowers,  which are  eventually  sold to investors.
     Pursuant to these treasury  contracts,  the Company enters into commitments
     to purchase five and ten year U.S.  Treasury  Notes with an outside  party.
     Generally,  no cash is  exchanged at the outset of the  contract.  Gains or
     losses are recognized at the end of the contract,  which is

                                       8
<PAGE>

     generally  three  months  in term.  At March  31,  2002,  the  Company  had
     commitments to purchase $1 million of U.S. Treasury notes.  Before entering
     into a derivative transaction for hedging purposes, it is determined that a
     high degree of initial  effectiveness exists between the change in value of
     the hedged item and the change in the value of the determinative instrument
     from movement in interest rates. High  effectiveness  means that the change
     in the value of the  derivative  instrument  will  effectively  offset  the
     change  in the fair  value of the hedge  item.  The  effectiveness  of each
     hedged  item  is  measured   throughout  the  hedged   period.   Any  hedge
     ineffectiveness as defined by Statement of Financial  Accounting  Standards
     SFAS No. 133 is recognized in the income  statement.  The fair value of the
     derivatives  accounted for using cash flow hedge  accounting for the period
     March  31,  2002  were not  material  to the  financial  statements  of the
     Company.

     In the normal course of its mortgage banking activities, the Company enters
     into optional  commitments  to sell the mortgage  loans that it originates.
     The  Company  commits  to sell the  loans at  specified  prices  in  future
     periods,  generally 30 days from date of  commitment  directly to permanent
     investors. Market risk is associated with these financial instruments which
     results  from  movements  in interest  rates and is  reflected  by gains or
     losses  on the sale of the  mortgage  loans  determined  by the  difference
     between the price of the loans and the price guaranteed in the commitment.

     The  Company  may be  exposed  to a  concentration  of  credit  risk from a
     regional economic standpoint as loans were primarily  originated in the New
     York City Metropolitan area and Florida.

     The Company  finances its mortgage  banking  operations  with two warehouse
     facilities  (the IMPAC Line and Provident Line - see Notes 6 and 10). These
     lines have no stated  expiration  date,  but are terminable by either party
     upon written  notice.  Management  believes that there are other  financial
     institutions  that could  provide  the Company  with a similar  facility on
     comparable  terms.   However,   a  termination  of  the  current  warehouse
     facilities, without an immediate replacement could cause an interruption to
     the Company's  operations and possible loss of revenue,  which would affect
     operating results adversely.

8.   Related-Party Transactions

     On June 8, 2000, the Company borrowed  $275,000 from a company wholly owned
     by Robert Friedman,  at the time owner of 14% of the Company's  outstanding
     common stock and as of March 31, 2003, owner of  approximately  9.5% of the
     Company's  outstanding  stock.  Robert  Friedman  is the  father  of Ronald
     Friedman, the Company's former President and CEO and currently a consultant
     to the  Company.  This  loan was  evidenced  by a  promissory  note due and
     payable on demand with a maturity  of one year.  The  interest  rate on the
     note was 16% per annum payable monthly.  The note was secured by properties
     and a mortgage  which the Company  owned.  Under the same note, the Company
     borrowed an additional $50,000 in July 2000. The balance due on the note at
     March  31,  2002 was  $70,000.  The  balance  due was paid in full when the
     remaining underlying collateral was sold in June 2002.

                                       9
<PAGE>

     On April 24,  2001,  the Company  borrowed  $63,125 from a trust whose sole
     trustee  was  Ronald  Friedman,  then  owner  of  approximately  44% of the
     Company's outstanding stock and as of March 31, 2003 owner of approximately
     33% of the Company's  outstanding  stock, and currently a consultant to the
     Company.  This loan was  evidenced by a promissory  note due and payable on
     demand with a maturity of one year.  The interest  rate on the note was 12%
     per annum payable  monthly.  The note was secured by  properties  which the
     Company  owned.  The balance due on the note at March 31, 2002 was $30,000,
     which is  included  in "Notes  payable  -  principally  warehouse  lines of
     credit" in the accompanying  Condensed Consolidated Balance Sheet. The note
     was paid in full during  2002.  On October 18, 2001,  the Company  borrowed
     $100,000 from the same trust.  This loan is evidenced by a promissory  note
     that was due and  payable  on  demand  with a  maturity  of one  year.  The
     interest rate on the note is 10% per annum.  The note is secured by certain
     receivables  due to the  Company.  The balance due on the note at March 31,
     2002  was  $25,000  which is  included  in  "Notes  payable  -  principally
     warehouse  lines of  credit"  in the  accompanying  Condensed  Consolidated
     Balance Sheet. The note was paid in full during the first quarter of 2003.

     The Company has amounts receivable due from a former officer of the Company
     in the amount of $80,782,  at March 31,  2002,  which is included in "Other
     receivables  - net"  in the  accompanying  Condensed  Consolidated  Balance
     Sheet. These amounts consist of general advances and a non-interest bearing
     note that have undefined  repayment  terms. The note and advances were made
     when  the  former  officer  was  Executive  Vice  President  of  Sales  and
     Operations  for Geneva  Mortgage Corp. and prior to his becoming an officer
     of the Company on December 29, 1999.  In the quarter  ended March 31, 2002,
     $27,000 of the amount due was forgiven in lieu of a severance payment.

9.   Litigation and Contingencies

     In July 2001,  the  Company was named one of twenty  defendants  in a class
     action  discrimination  lawsuit filed in the Eastern District of the United
     States  District  Court  concerning  the issuance of HUD mortgages  "Maxine
     Wilson et al. v. Isaac Tousie et al." The Company vigorously  disputes this
     claim and believes it is without merit.  The Company's Errors and Omissions
     insurance  company  has agreed to defend the  Company in this  matter.  The
     Company is unable to predict the outcome of this claim and, accordingly, no
     adjustments  regarding  this  matter  have  been  made in the  accompanying
     consolidated financial statements.

     In 2001, the Company was named one of the defendants in a lawsuit by one of
     the Company's  investors "Wells Fargo Funding v. Premiere Mortgage Corp. v.
     Stewart  Title." The Company's  investor has indicated  that the Company is
     required to  repurchase  various  loans  totaling  in excess of  $1,000,000
     primarily due to title issues. The Company  vigorously  disputes this claim
     and believes that the underlying value of the properties involved will more
     than   adequately   reimburse  the  investor  for  any  potential   losses.
     Additionally,  the  Company  feels that if any loss does  occur,  such loss
     would be covered by the title  insurers.  The  Company is unable to predict
     the

                                       10
<PAGE>

     outcome of this claim  and,  accordingly,  no  adjustments  regarding  this
     matter  have  been  made  in  the   accompanying   consolidated   financial
     statements.

     The  Company  permanently  closed  its  office  in Roslyn  Heights,  NY, in
     September 2000. In 2001, the landlord sued the Company for full restitution
     under the original lease "LKM  Expressway  Plaza v. PMCC." The landlord was
     awarded a summary  judgment in December  2001 by the courts.  In 2002,  the
     Company  settled the lawsuit by agreeing to pay the landlord  $376,680 with
     interest  thereon at 7.5% per annum payable in twelve monthly  installments
     of $32,680,  along with 100,000 shares of the Company's Common Stock, which
     was valued at  $25,000.  The  Company  incurred  an  additional  expense of
     approximately  $170,000 in excess of amounts previously accrued,  which was
     included in the  expenses  relating to the closing of the Roslyn  office in
     the accompanying  financial statements for the three months ended March 31,
     2002.

     Also in  conjunction  with the closing of its Roslyn  Heights  office,  the
     Company had returned  various  office  equipment  that was under  long-term
     operating leases. In 2001, the lessor sued the Company for full restitution
     under the original  leases.  In  September  2002,  the Company  settled and
     agreed to pay $5,890 in eighteen monthly installments. The Company incurred
     an  additional  expense  of  approximately  $106,000,  in excess of amounts
     previously  accrued,  and which  included in the  expenses  relating to the
     closing  of the  Roslyn  office in the  accompanying  financial  statements
     during the third quarter of 2002.

     In January 2002, the Company,  the United States  Attorney's  office of the
     Eastern  District  of New York  ("U.S.  Attorney")  and the  United  States
     Department of Housing and Urban Development ("HUD") signed a Consent Decree
     and Order to resolve an investigation into the Company in a manner in which
     the Company would not be  prosecuted.  The Company  reimbursed HUD $100,000
     for  certain  losses,  costs  and  expenses  related  to  the  loans  under
     investigation.  This amount was  reimbursed to the Company under its Errors
     and  Omissions  insurance.  The  U.S.  Attorney,  primarily  in  2000,  had
     conducted the  investigation  based on  allegations  asserted in a criminal
     complaint  against a loan  officer  formerly  employed  by the  Company and
     Ronald  Friedman,  the former  Chairman of the Board,  President  and Chief
     Executive Officer of the Company and currently a consultant to the Company.
     Mr.  Friedman has settled the criminal  suit against him by entering a plea
     of guilty.

10.  Subsequent Events

     Discontinued Operations

     In August 2002, the Company's management committed to a plan to discontinue
     the residential  rehabilitation  properties segment line of operations with
     no intention of getting back into this line at any time in the  foreseeable
     future.  This  determination  was based  upon the fact that  there  were no
     rehabilitation  properties  purchased since early 2000 and the Company sold
     off the  properties on hand since then.  Also,  the Company does not have a
     warehouse  line in place to  purchase  any new  properties  nor  intends to
     pursue such a line.

                                       11
<PAGE>

     Operating results of the residential rehabilitation property segment was as
     follows:

                                                   Three Months Ended March 31,
                                                   -----------------------------
                                                           2002         2001
                                                           ----         ----

      Sales of residential rehabilitation properties   $  89,211    $    --
                                                        ========     ===========

      Loss from discontinued operations                $(200,832)  $     --
                                                       ==========   ============

     On August 29,  2002,  the Company  entered  into a Warehouse  and  Security
     Agreement  and  Servicing  Agreement  that  provides  the  Company  with  a
     warehouse  facility  (the  "Provident  Line")  through The  Provident  Bank
     ("Provident").  The Provident  Line provides a committed  warehouse line of
     credit of $5 million for the  Company's  mortgage  originations  only.  The
     Provident Line is secured by the mortgage loans funded with the proceeds of
     such borrowings.  Interest is variable and payable monthly based on the One
     Month  Libor  Rate as  published  by the Wall  Street  Journal  on the last
     business  day of the prior month plus from 4.43% to 8.43%  depending on the
     type of loan and the length of time  outstanding on the line. The Provident
     Line has no stated  expiration  date but is terminable by either party upon
     written notice.

     In November 2002, the Company entered into a promissory note with Signature
     Bank,  N.A.  for  $350,000,  which is  secured  by  certain  furniture  and
     equipment and is payable in monthly installments of $9,722 over a period of
     three  years.  Interest  payable  is  variable  based on the Prime  Rate as
     designated by Signature Bank plus 1.50%.

11.  Segment and Product Information

     The FASB issued SFAS No. 131  "Disclosures  about Segments of an Enterprise
     and Related  Information,"  which became  effective for the Company in 1997
     and has been implemented for all periods presented. The Company operated in
     two  separate   business   segments,   mortgage   banking  and  residential
     rehabilitation   properties.   With  the   disposal   of  the   residential
     rehabilitation  properties  segment  in 2002  (Note  10),  the  Company  is
     currently operating in one business segment, namely, mortgage banking.

     The Company  originates  mortgage loans in two sales  channels,  retail and
     wholesale.  During  the  three  months  ended  March 31,  2002,  47% of the
     Company's mortgage  originations were derived from the retail sales channel
     and 53% from the wholesale channel. During the three months ended March 31,
     2001,  13% of the  Company's  mortgage  originations  were derived from the
     retail sales channel and 87% from the wholesale channel.

                                       12

<PAGE>


Item 2.  Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statements

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for certain  forward-looking  statements.  This Quarterly Report on Form
10-QSB may  contain  forward-looking  statements  which  reflect  the  Company's
current  views with respect to future events and  financial  performance.  These
forward-looking  statements  are  subject  to certain  risks and  uncertainties,
including  those  identified  below,  which could cause actual results to differ
materially from historical results or those anticipated.  These  forward-looking
statements reflect the Company's current views with respect to future events and
financial performance.  The words "believe," "expect,"  "anticipate,"  "intend,"
"estimate,"  and other  expressions  which  indicate  future  events  and trends
identify  forward-looking  statements.  Readers are cautioned not to place undue
reliance  upon these  forward-looking  statements,  which speak only as of their
dates.  The Company  undertakes no  obligation to publicly  update or revise any
forward-looking  statements,  whether as the result of new  information,  future
events or  otherwise.  The following  factors  among others,  could cause actual
results to differ materially from historical results or those  anticipated:  (1)
the level of demand for  mortgage  credit,  which is affected  by such  external
factors as the level of interest rates,  the strength of various segments of the
economy and demographics of the Company's lending markets;  (2) the direction of
interest rates; (3) the relationship between mortgage interest rates and cost of
funds;  (4) federal  and state  regulation  of the  Company's  mortgage  banking
operations;  (5)  competition  within the  mortgage  banking  industry;  (6) the
Company's  management  of cash  flow and  efforts  to modify  its  prior  growth
strategy;  (7) the Company's efforts to improve quality control; and other risks
and  uncertainties  described in the Company's Annual Report on Form 10-K and in
Geneva  Financial  Corp.'s  other  filings  with  the  Securities  and  Exchange
Commission.  Should one or more of these risks or uncertainties materialize,  or
should underlying  assumptions  prove incorrect,  actual outcomes and events may
vary materially from those indicated.

Results of Operations

Quarter Ended March 31, 2002 Compared to Quarter Ended March 31, 2001

Revenues. The following table sets forth the components of the Company's
revenues for the periods indicated:

                                             Quarters Ended March 31,
                                             -----------------------
                                              2002            2001
                                              ----            ----

Gains on sales of mortgage loans            $1,232,966      $761,525
Interest earned                                264,177       200,009
                                            ----------      ---------
Total revenues                              $1,497,143       $961,534
                                            ==========       ========

                                       13
<PAGE>


     Gains  on sales of  mortgage  loans  increased  $471,000,  or 62%,  to $1.2
million for the quarter ended March 31, 2002 from $762,000 for the quarter ended
March 31, 2001.  This increase was primarily due to an increase in mortgage loan
origination  volume and an  increase  in the per loan margin for loans sold into
the secondary  market.  Mortgage loan  originations were $62.7 million and $43.5
million for the quarters ended March 31, 2002 and 2001,  respectively.  This 44%
increase was  primarily the result of the increase in retail loan sales to $29.6
million for the quarter  ended March 31, 2002  compared to $5.7  million for the
quarter   ended  March  31,  2001.   For  the  quarter  ended  March  31,  2002,
approximately 47% of the Company's  mortgage  originations were derived from its
retail mortgage operations compared to 13% for the quarter ended March 31, 2001.

     Interest  earned  increased  $64,000,  or 32%, to $264,000  for the quarter
ended March 31, 2002 from  $200,000 for the quarter  ended March 31, 2001.  This
increase was primarily due to higher mortgage originations for the quarter ended
March 31, 2002 as compared to the quarter ended March 31, 2001  creating  higher
warehouse balances, partially offset by lower mortgage interest rates.

Expenses. The following table sets forth the Company's expenses for the periods
indicated:

                                                      Quarters Ended March 31,
                                                      ------------------------
                                                      2002             2001
                                                      ----             ----

Compensation and benefits                       $    745,302      $   675,852
Interest expense                                     191,420          277,827
Expenses resulting from Investigation                    -             14,595
Expenses relating to the closing of the
  Roslyn office                                      170,308             -
Other general and administrative                     676,638           487,104
                                                  -----------       ----------
Total expenses                                    $1,783,668        $1,455,378
                                                  ==========        ==========

     Compensation and benefits  increased  $69,000,  or 10%, to $745,000 for the
quarter ended March 31, 2002 from $676,000 for the quarter ended March 31, 2001.
This  increase was  primarily due to increased  sales  salaries and  commission,
which are based substantially on mortgage loan originations, and the increase in
staff at the Company's New York and New Jersey locations. Total personnel was 52
employees at March 31, 2002 compared to 43 at March 31, 2001.

     Interest  expense  decreased  $86,000,  or 31%, to $191,000 for the quarter
ended March 31, 2002 from  $277,000 for the quarter  ended March 31, 2001.  This
decrease was  primarily  attributable  to a decrease in  borrowing  rates at the
Company's warehouse facility partially offset by increased mortgage originations
for the quarter  ended March 31, 2002 as compared to the quarter ended March 31,
2001.

     Expenses relating to closing the Roslyn office increased $170,000,  for the
three months  ended March 31, 2002  compared to the three months ended March 31,
2001.  This increase was the result of the  settlement  of  litigation  with the
Company's former landlord.  The Company  permanently closed its office in Roslyn
Heights,  NY, in September 2000. In

                                       14
<PAGE>

2001,  the  landlord  sued the Company for full  restitution  under the original
lease. (See Note 9 in the notes to condensed consolidated financial statements.)
The $170,000  expense for the three months ended March 31, 2002  represents  the
excess of amounts previously accrued.

     Other general and  administrative  expense increased  $190,000,  or 39%, to
$677,000  for the quarter  ended March 31,  2002 from  $487,000  for the quarter
ended March 31, 2001.  This increase was primarily due to increased  expenses in
connection  with  obtaining  leads  through the  internet,  increased  insurance
expense and an overall increase in the operations of the Company.

     The net loss from  continuing  operations of $287,000 for the quarter ended
March 31, 2002 was a decrease of $207,000  from the net loss of $494,000 for the
quarter ended March 31, 2001.

Liquidity and Capital Resources

     At March 31, 2002, the Company's  principal  financing  needs  consisted of
funding mortgage loan originations and residential rehabilitation properties. To
meet these needs,  the Company  relied on borrowings  under  warehouse  lines of
credit and cash flow from operations. The amount of outstanding borrowings under
the warehouse lines of credit at March 31, 2002 was $16.9 million.  The mortgage
loans and residential  rehabilitation  properties  funded with the proceeds from
such  borrowings  secured the warehouse lines of credit.  Effective  August 2002
management  committed to a plan to discontinue  the  residential  rehabilitation
segment (see Note 10).

     On  February  28,  2001,  the  Company  entered  into a  Master  Repurchase
Agreement that provides the Company with a warehouse facility  (the"IMPAC Line")
through  IMPAC  Warehouse  Lending  Group  ("IMPAC").  The IMPAC Line provides a
committed  warehouse  line of credit of $20 million for the  Company's  mortgage
originations  only.  The IMPAC Line is secured by the mortgage loans funded with
the proceeds of such borrowings. Interest payable is variable based on the Prime
Rate as posted by Bank of America, N.A. plus 0.50%. The IMPAC Line has no stated
expiration  date but is  terminable  by either  party upon  written  notice.  In
addition,  the  Company is  required to  maintain  certain  financial  and other
covenants.  As of March  31,  2002 the  Company  failed to meet  certain  of the
financial ratios, and the Bank has granted the Company a waiver. There can be no
assurance  that the Bank will  continue to grant waivers if the Company fails to
meet the net worth and financial  ratios in the future.  If such waivers are not
granted, any loans outstanding under the Credit Agreement become immediately due
and  payable,  which  may have an  adverse  effect  on the  Company's  business,
operations  or financial  condition.  In August,  2002,  the Company  obtained a
temporary  increase in the credit line to $25  million,  and in  December,  2002
obtained a further temporary increase to $36.6 million through May 31, 2003. The
balance  outstanding  on the IMPAC Line was $16.9  million on March 31, 2002 and
$24.7 million on March 31, 2003.

     On August 29,  2002,  the Company  entered  into a Warehouse  and  Security
Agreement  and  Servicing  Agreement  that provides the Company with a warehouse
facility (the "Provident  Line") through The Provident Bank  ("Provident").  The
Provident Line

                                       15
<PAGE>


provides a committed  warehouse  line of credit of $5 million for the  Company's
mortgage  originations only. The Provident Line is secured by the mortgage loans
funded with the  proceeds of such  borrowings.  Interest is variable and payable
monthly  based on the One  Month  Libor  Rate as  published  by the Wall  Street
Journal  on the last  business  day of the prior  month plus from 4.43% to 8.43%
depending  on the type of loan and the length of time  outstanding  on the line.
The  Provident  Line has no stated  expiration  date but is terminable by either
party upon written notice.

     The  Company  expects  that  the  increased  existing  IMPAC  Line  and the
Provident Line will be sufficient to fund all anticipated loan  originations for
the current year. The Company is currently pursuing additional credit lines with
other facilities as well as a permanent increase in the IMPAC line.

     Net cash used in  operations  for the quarter ended March 31, 2002 was $3.4
million.  The  Company  used cash  primarily  for the $3.2  million  increase in
mortgage  loans  held for sale and  investment.  The  Company  provided  cash by
increasing borrowings under its warehouse lines of credit by $3.1 million.

Item 3.  Controls and Procedures.

     Within 90 days prior to the filing date of this report, our Chief Executive
Officer and Chief  Financial  Officer have each  conducted an  evaluation of the
effectiveness  of  our  disclosure  controls  and  procedures.   Based  on  this
evaluation,  our Chief Executive  Officer and Chief Financial  Officer concluded
that our disclosure  controls and procedures are effective in alerting them in a
timely  manner  to  material  information  required  to be  included  in our SEC
reports.  In addition,  our Chief Executive  Officer and Chief Financial Officer
have each  reviewed our internal  controls,  and there have been no  significant
changes in our internal  controls or in other  factors that could  significantly
affect those controls subsequent to the date of our last evaluation.

                                       16
<PAGE>



                            PART II-OTHER INFORMATION


Item 1.  Legal Proceedings

     See  Note  9  to  the  Condensed   Consolidated  Financial  Statements  for
additional information.

Item 2.  Changes in Securities and Uses of Proceeds

         None.

Item 3.  Defaults Upon Senior Securities

         None.

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

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         Reports issued to Security Holders:
         (a) Reports on Form 8-K

         None.

         (b) The following exhibits are included in this report:

 Exhibit
  Number            Description
  ------            -----------


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

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

                                       17


<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                   GENEVA FINANCIAL CORP.
                                   (Registrant)



                                    By /s/ Keith S. Haffner
                                       ----------------------------------------
                                       Keith S. Haffner
                                       President and Chief Executive Officer


                                    By /s/ Stephen J. Mayer
                                       ----------------------------------------
                                       Stephen J. Mayer
                                       Chief Financial Officer
                                       (Principal Accounting Officer)

Dated: April 28, 2003

                                       18

<PAGE>




                      GENEVA FINANCIAL CORP. AND SUBSIDIARY

                                  Certification
                                  -------------

     I,  Keith S.  Haffner,  President  and Chief  Executive  Officer  of Geneva
Financial Corp., certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Geneva  Financial
Corp.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

                                       19

<PAGE>

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: April 28, 2003

                                         /s/ Keith S. Haffner
                                         ----------------------------
                                         Keith S. Haffner
                                         President and Chief Executive Officer




                                       20
<PAGE>




                      GENEVA FINANCIAL CORP. AND SUBSIDIARY

                                  Certification
                                  -------------

     I, Stephen J. Mayer, Chief Financial Officer,  Executive Vice President and
Secretary of Geneva Financial Corp., certify that:

1. I have  reviewed  this  quarterly  report on Form 10-QSB of Geneva  Financial
Corp.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

     c)  presented  in  this  quarterly   report  our   conclusions   about  the
effectiveness of the disclosure  controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and


                                       21

<PAGE>

     b) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: April 28, 2003


                                                  /s/ Stephen J. Mayer
                                                  ----------------------------
                                                  Stephen J. Mayer
                                                  Chief Financial Officer,
                                                  Executive Vice President and
                                                  Secretary


                                       22