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 June 30, 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)
           Three Months Ended June 30, 2002 and 2001                                                 3
           Six Months Ended June 30, 2002 and 2001                                                   4

           Condensed Consolidated Balance Sheet
           June 30, 2002 (Unaudited)                                                                 5

           Condensed Consolidated Statements of Cash Flows (Unaudited)
           Six Months Ended June 30, 2002 and 2001                                                   6

           Notes to Condensed Consolidated Financial Statements (Unaudited)                          7-14

     Item 2. Management's Discussion and Analysis or Plan                                           15-19
          of Operation

     Item 3. Controls and Procedures                                                                20

Part II. Other Information

     Item 1. Legal Proceedings                                                                      21

     Item 2. Changes in Securities and Use of Proceeds                                              21

     Item 3. Defaults Upon Senior Securities                                                        21

     Item 4. Submission of Matters to a Vote of Security Holders                                    21

     Item 5. Other Information                                                                      21

     Item 6. Exhibits and Reports on Form 8-K                                                       21

Signatures                                                                                          22

Certifications                                                                                      23-26
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>



                         Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements

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

                                                                        Three Months Ended June 30,
                                                                        ---------------------------
                                                                          2002              2001
                                                                          ----              ----
Revenues:
<S>                                                                    <C>              <C>

  Gains on sale of mortgage loans                                      $1,902,988          $682,553
  Interest earned                                                         306,477           198,146
                                                                        ---------          --------
       Total Revenues                                                   2,209,465           880,699
                                                                        ---------          --------

Expenses:
  Compensation and benefits                                               829,972           546,907
  Interest expense                                                        205,800           218,857
  Expense credits resulting from Investigation, net                            --          (141,881)
  Other general and administrative                                        682,825           542,307
                                                                        ---------          --------
       Total Expenses                                                   1,718,597         1,166,190
                                                                        ---------          --------

Income (loss) from operations before income taxes                         490,868          (285,491)
Income taxes                                                                   --                --
                                                                        ---------          --------
       Income (loss) from continuing operations                           490,868          (285,491)

Loss from Discontinued Operations                                       (131,756)          (172,770)
                                                                        ---------          ---------

       Net income (loss)                                               $  359,112        $ (458,261)
                                                                        =========         ==========

Earnings (loss) per share of common stock
  Basic:
     Income (loss) from continuing operations                          $    0.13         $    (0.08)
     Loss from discontinued operations                                     (0.03)             (0.05)
                                                                       ----------          ---------

Net income (loss)                                                      $    0.10         $    (0.13)
                                                                       =========         ==========

Weighted average number of shares of common stock
outstanding                                                            3,807,000          3,707,000
                                                                       =========          =========
  Diluted:
     Income (loss) from continuing operations                          $    0.12         $    (0.08)
     Loss from discounted operations                                       (0.03)            (0.05)
                                                                       ----------          ---------

Net income (loss)                                                      $    0.09         $     (0.13)
                                                                       =========          ==========

Weighted average number of shares of common stock and
 common stock equivalents outstanding                                   4,042,714          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 Statements of Operations
                                   (Unaudited)

                                                                      Six Months Ended June 30,
                                                                      -------------------------
                                                                       2002              2001
                                                                       ----              ----

<S>                                                                   <C>               <C>

Revenues:
Gains on sale of mortgage loans                                       $3,135,954       $1,444,078
Interest earned                                                          570,654          398,155
                                                                      ----------       ----------
       Total Revenues                                                  3,706,608        1,842,233
                                                                      ----------       ----------

Expenses:
Compensation and benefits                                              1,575,274        1,222,759
Interest expense                                                         397,220          496,684
Expense credits resulting from Investigation, net                             --         (127,286)
Expenses relating to the closing of the Roslyn office (Note 9)           170,308               --
Other general and administrative                                       1,359,463        1,029,411
                                                                      ----------       ----------
       Total Expenses                                                  3,502,265        2,621,568
                                                                      ----------       ----------

Income (loss) from operations before income taxes                        204,343         (779,335)
Income taxes                                                                  --               --
                                                                      ----------       ----------
       Income (loss) from continuing operations                          204,343         (779,335)

Loss from Discontinued Operations                                       (332,588)        (172,770)
                                                                     -----------       -----------

       Net loss                                                      $  (128,245)     $  (952,105)
                                                                     ===========      ============

Earnings (loss) per share of common stock
  Basic:
     Income (loss) from continuing operations                        $      0.05      $     (0.21)
     Loss from discontinued operations                                     (0.08)           (0.05)
                                                                     -----------      ------------
Net loss                                                             $     (0.03)      $    (0.26)
                                                                     ===========      ============

Weighted average number of shares of
common stock outstanding                                               3,842,912         3,707,000
                                                                      ==========        ==========

Diluted:
     Income (loss) from continuing operations                        $      0.05      $     (0.21)
     Loss from discontinued operations                                     (0.08)           (0.05)
                                                                     -----------      ------------

Net loss                                                             $     (0.03)     $     (0.26)
                                                                     ===========      ============

Weighted average number of shares of common stock and
  common stock equivalents outstanding                                 4,052,175         3,707,000
                                                                     ===========      ============

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>
<TABLE>
<CAPTION>



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


                                                                                      (Unaudited)
                                                                                        June 30,
                                                                                          2002
                               Assets                                                    ------
<S>                                                                                      <C>

Cash and cash equivalents                                                            $   359,860
Mortgage loans held for sale, net                                                     14,918,130
Mortgage loans held for investment, net                                                  150,387
Accrued interest receivable                                                              232,000
Other receivables, net                                                                   561,423
Assets held for sale - residential rehabilitation properties                             227,055
Furniture, fixtures & equipment, net                                                     230,491
Prepaid expenses and other assets                                                        112,737
                                                                                      ----------

Total assets                                                                         $16,792,083
                                                                                      ==========

                      Liabilities and shareholders' equity
Liabilities
Notes payable-principally warehouse lines of credit                                  $14,291,794
Accrued expenses and other liabilities                                                   796,111
                                                                                     -----------

Total liabilities                                                                     15,087,905
                                                                                     -----------

Commitments and Contingencies

Shareholders' equity
Common stock, $.01 par value; 40,000,000 shares authorized;
  3,950,000 shares issued; 3,907,000 shares
  outstanding                                                                             39,500
Additional paid-in capital                                                            11,066,538
Accumulated deficit                                                                   (9,147,389)
Treasury stock, 43,000 shares, at cost                                                  (254,471)
                                                                                     ------------
Total  shareholders' equity                                                            1,704,178
                                                                                     ------------

Total liabilities and shareholders' equity                                           $16,792,083
                                                                                     ===========


</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>



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

                                                                                  Six months ended June 30,
                                                                                  -------------------------
                                                                                  2002              2001
                                                                                  ----              ----
<S>                                                                             <C>                <C>

Cash flows from operating activities:
Net loss                                                                          $(128,245)       $ (952,105)
Loss from discontinued operations                                                   332,588           172,770
                                                                                  ---------        -----------

Income (loss) from continuing operations                                            204,343          (779,335)
                                                                                  ---------        -----------

  Adjustments to reconcile net income (loss) from continuing operations
   to net cash used in operating activities:
    Depreciation and amortization                                                    90,037            99,743
    Common stock issued in settlement of litigation                                  25,000                --
  Changes in operating assets and liabilities:
    Accrued interest and other receivables, net                                     (26,052)          591,372
     Mortgage loans held for sale and investment, net                              (175,380)       (2,745,625)
     Prepaid expenses and other assets                                                 (104)           22,590
     Accrued expenses and other liabilities                                        (289,564)           58,975
                                                                                  ----------         ---------

Total adjustments                                                                  (376,063)       (1,972,945)
                                                                                  ----------       -----------

Net cash used in continuing operations                                             (171,720)       (2,752,280)

Net cash (used in) provided by discontinued operations                             (129,629)            67,611
                                                                                  ----------       -----------

Net cash used in operating activities                                              (301,349)       (2,684,669)
                                                                                  ----------       -----------

Cash flows from financing activities:
     Net increase in notes payable- principally warehouse lines of credit           216,712         2,672,909
                                                                                  ----------       -----------

Net decrease in cash and cash equivalents                                           (84,637)          (11,760)

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

Cash and cash equivalents - ending                                                 $ 359,860          $ 10,228
                                                                                   =========          ========

Supplemental disclosures of cash flow information:
 Cash paid during the period for:
  Interest                                                                         $ 207,638          $439,218
                                                                                   =========          ========
     Income taxes                                                                    $    --          $  1,350
                                                                                     =======          ========

</TABLE>

See accompanying notes to condensed consolidated financial statements

                                       6
<PAGE>



                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                   (f/k/a PMCC FINANCIAL CORP. AND SUBSIDIARY)
              Notes to Condensed Consolidated Financial Statements
                 For the six months ended June 30, 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 June 30,  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 and six months ended June 30, 2002 are
     not necessarily  indicative of the results of operations to be expected for
     the  remainder  of the  year.  Certain  information  and

                                       7


<PAGE>

     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 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 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  of  this
     Statement,  which  had no  material  effect on the  Company's  consolidated
     financial statements.

     On April 30, 2002 the Financial  Accounting Standards Board issued SFAS No.
     145,  "Rescission of FASB  Statements  No. 4, 44 and 64,  Amendment of FASB
     Statement No. 13, and Technical  Corrections."  SFAS No. 145 eliminates the
     requirement  that  gains  and  losses  from the  extinguishment  of debt be
     aggregated and, if material,  classified as an  extraordinary  item, net of
     the related income tax effect and eliminates an  inconsistency  between the
     accounting   for  sale  -  leaseback   transactions   and   certain   lease
     modifications that have economic effects that are similar to sale-leaseback
     transactions.  Generally,  SFAS  No.  145  is  effective  for  transactions
     occurring  after May 15, 2002. The adoption of this standard is expected to
     have no impact to the Company.

     Statement of Financial  Accounting Standards No. 146, "Accounting for Costs
     Associated  with  Exit  or  Disposal  Activities"  ("SFAS  146"),  provides
     guidance  on the  recognition  and  measurement  of  liabilities  for costs
     associated  with  exit  or  disposal  activities.  The  provisions  of this
     Statement are effective for exit or disposal  activities that are initiated
     after  December 31, 2002.  The Company is currently  reviewing  SFAS 146 to
     determine the impact upon adoption.

                                       8

<PAGE>

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. The Company had 300,000 potentially dilutive stock
     options outstanding for the three and six months ended June 30, 2002, which
     resulted in 235,714 and 209,263 additional dilutive potential common shares
     being  utilized  in the  computation  of the  dilutive  earnings  per share
     calculation for such periods then ended. There were no potentially dilutive
     stock options or warrants for the three or six months ended June 30, 2001.

6.   Notes Payable

     At June 30, 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 June 30, 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 June  30,  2002 and
     December 31, 2001 was approximately $14.0 million.


                                       9

<PAGE>

     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  June  30,  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 generally three
     months in term. At June 30, 2002,  the Company had  commitments to purchase
     $200,000  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 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
     ended June 30, 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 Florida
     and the New York City Metropolitan area.


                                       10

<PAGE>

     The Company  finances its mortgage  banking  operations  with two warehouse
     facilities  (the IMPAC Line and the  Prominant  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 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 June 30, 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  payable  monthly.  The note is
     secured by certain  receivables due to the Company.  The balance due on the
     note at June 30, 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  $53,782 at June 30,  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 three and six month  periods
     ended June 30, 2002, $27,000 and $54,000,  respectively,  of the amount due
     were 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

                                11
<PAGE>

     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 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 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 six months ended June 30, 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 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,
     which was  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.

                                       12

<PAGE>

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.

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

                                                    Three Months Ended June 30,
                                                    ----------------------------
                                                        2002               2001
                                                        ----               ----
     Sales of residential rehabilitation properties  $ 85,049         $  269,750
                                                     =========        ==========
     Loss from discontinued operations               $(131,756)       $(172,770)
                                                     =========        ==========

                                                       Six Months Ended June 30,
                                                      --------------------------
                                                         2002             2001
                                                         ----             ----
     Sales of residential rehabilitation properties  $ 174,260        $ 269,750
                                                     =========        ==========
     Loss from discontinued operations               $(332,588)       $(172,770)
                                                     =========        ==========

     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 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
                                       13

<PAGE>

     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 and six months  ended June 30,  2002,  32% and
     39%, respectively, of the Company's mortgage originations were derived from
     the retail sales channel and 68% and 61%, respectively,  from the wholesale
     sales channel. During the three and six months ended June 30, 2001, 10% and
     11%, respectively, of the Company's mortgage originations were derived from
     the retail sales channel and 90% and 89%, respectively,  from the wholesale
     sales channel.


                                       14


<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 June 30, 2002 Compared to Quarter Ended June 30, 2001

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

                                               Quarters Ended June 30,
                                               -----------------------
                                               2002                  2001
                                               ----                  ----

Gains on sales of mortgage loans            $1,902,988           $ 682,553
Interest earned                                306,477             198,146
                                            ----------         -----------
Total revenues                              $2,209,465           $ 880,699
                                            ==========         ===========

                                       15

<PAGE>


     Gains on sales of mortgage loans  increased $1.2 million,  or 176%, to $1.9
million for the quarter  ended June 30, 2002 from $683,000 for the quarter ended
June 30, 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 $73.7 million and $46.8
million for the quarters  ended June 30, 2002 and 2001,  respectively.  This 57%
increase was  primarily the result of the increase in retail loan sales to $23.3
million  for the quarter  ended June 30, 2002 from $5.0  million for the quarter
ended June 30, 2001, as well as an increase in wholesale  loan  originations  to
$50.5  million  for the quarter  ended June 30, 2002 from $41.7  million for the
quarter ended June 30, 2001. For the quarter ended June 30, 2002,  approximately
32% of the Company's mortgage originations were derived from its retail mortgage
operations compared to 10% for the quarter ended June 30, 2001.

     Interest  earned  increased  $108,000,  or 55%, to $306,000 for the quarter
ended June 30, 2002 from  $198,000  for the quarter  ended June 30,  2001.  This
increase was primarily due to higher mortgage originations for the quarter ended
June 30, 2002 as compared to the quarter  ended June 30, 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 June 30,
                                                       -------------------------
                                                       2002               2001
                                                       ----               ----

Compensation and benefits                          $  829,972         $ 546,907
Interest expense                                      205,800           218,857
Expense credits resulting from Investigation             -             (141,881)
Other general and administrative                      682,825           542,307
                                                    ---------        -----------
Total expenses                                     $1,718,597        $1,166,190
                                                   ==========        ==========

     Compensation and benefits increased  $283,000,  or 52%, to $830,000 for the
quarter  ended June 30, 2002 from  $547,000 for the quarter ended June 30, 2001.
This  increase was primarily due to increased  sales  salaries and  commissions,
which are based  substantially on mortgage loan originations and the increase in
staff at the Company's New York and New Jersey locations to handle the increased
retail loan origination  volume.  There were 55 total employees at June 30, 2002
compared to 43 at June 30, 2001.

     Interest  expense  decreased  $13,000,  or 6%, to $206,000  for the quarter
ended June 30, 2002 from  $219,000  for the quarter  ended June 30,  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 June 30,  2002 as compared to the quarter  ended June 30,
2001.

     Expense credits resulting from the Investigation decreased $142,000 for the
quarter ended June 30, 2002 as compared to the quarter ended June 30, 2001.  The
expense  credit in the quarter  ended June 30, 2001 was  primarily the result of
the Company recording a reduction of $145,000 of fees expected to be paid to the
Company's attorneys.


                                       16

<PAGE>

     Other general and  administrative  expense increased  $141,000,  or 26%, to
$683,000 for the quarter ended June 30, 2002 from $542,000 for the quarter ended
June 30,  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 income from continuing operations of $491,000 for the quarter ended
June 30,  2002 was an  increase  of  $776,000,  or 272%  from the net loss  from
continuing  operations of  ($285,000)  for the quarter ended June 30, 2001, as a
result of the aforementioned items listed above.

Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

Revenues.  The  following  table  sets  forth the  components  of the  Company's
revenues for the periods indicated:
                                           Six Months Ended June 30,
                                           -------------------------
                                           2002                      2001
                                           ----                      ----
Gains on sales of mortgage loans, net     $3,135,954            $1,444,078
Interest earned                              570,654               398,155
                                          ----------            ----------
Total revenues                            $3,706,608            $1,842,233
                                          ==========            ==========

     Gains on sales of mortgage loans  increased $1.7 million,  or 121%, to $3.1
million  for the six months  ended June 30,  2002 from $1.4  million for the six
months ended June 30, 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 $136.4
million  and $90.3  million  for the six months  ended  June 30,  2002 and 2001,
respectively.  This 51%  increase  was  primarily  the result of the increase in
retail loan sales to $52.8  million for the six months  ended June 30, 2002 from
$10.8  million for the six months ended June 30, 2001.  For the six months ended
June 30, 2002,  approximately  39% of the Company's  mortgage  originations were
derived from its retail mortgage  operations  compared to 11% for the six months
ended June 30, 2001.

     Interest earned increased $173,000,  or 43%, to $571,000 for the six months
ended June 30, 2002 from  $398,000 for the six months ended June 30, 2001.  This
increase was primarily due to higher  mortgage  originations  for the six months
ended June 30, 2002 as compared to the six months ended June 30, 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:

                                                       Six Months Ended June 30,
                                                       -------------------------
                                                        2002             2001
                                                        ----             ----
Compensation and benefits                              $1,575,274    $1,222,759
Interest expense                                          397,220       496,684
Expense credits resulting from Investigation, net           -          (127,286)
Expenses relating to the closing of the Roslyn office     170,308          -
Other general and administrative                        1,359,463     1,029,411
                                                       ----------     ---------
Total expenses                                         $3,502,265     $2,621,568
                                                       ==========     ==========

                                       17



<PAGE>

     Compensation and benefits increased  $352,000,  or 29%, to $1.6 million for
the six months  ended June 30, 2002 from $1.2  million for the six months  ended
June 30, 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 to handle
the increased retail loan origination  volume.  There were 57 total employees at
June 30, 2002 compared to 43 at June 30, 2001.

     Interest expense decreased $100,000, or 20%, to $397,000 for the six months
ended June 30, 2002 from  $497,000 for the six months ended June 30, 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 six months  ended June 30, 2002 as compared to the six months ended June
30, 2001.

     Expense  credits  resulting from the  Investigation  decreased  $127,000 or
100%,  for the quarter ended June 30, 2002 as compared to the quarter ended June
30, 2001.  The expense  credit in the quarter  ended June 30, 2001 was primarily
the result of the Company  recording a reduction of $145,000 of fees expected to
be paid to the Company's attorneys.

     Expenses relating to closing the Roslyn office increased $170,000,  for the
six months  ended June 30, 2002  compared to the six months ended June 30, 2001.
The 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  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 in the six months ended
June 30, 2002 represents the excess of amounts previously accrued.

     Other general and  administrative  expense increased  $330,000,  or 32%, to
$1.4  million for the six months  ended June 30, 2002 from $1.0  million for the
six months ended June 30, 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 income from  continuing  operations  of $204,000 for the six months
ended  June 30,  2002  was an  increase  of  $983,000  from  the net  loss  from
continuing operations of $(779,000) for the six months ended June 30, 2001, as a
result of the aforementioned items listed above.

Liquidity and Capital Resources

     At June 30, 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  flows from  operations.  The amount of  outstanding  borrowings
under the  warehouse  lines of credit at June 30,  2002 was $14.0  million.  The
mortgage  loans  and  residential  rehabilitation  properties  funded  with  the
proceeds from such borrowings  secure the warehouse  lines of credit.

                                       18

<PAGE>

Effective  August  2002  management  committed  to a  plan  to  discontinue  the
residential rehabilitation segment (see Note 10).

     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%. 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 June 30,  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  finance  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 June 2003. The
balance  outstanding  on the IMPAC Line was $14.0  million on June 30,  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 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 six months  ended  June 30,  2002 was
$301,000.  The Company  used cash to increase  mortgage  loans held for sale and
investment by $175,000.  The Company was provided  with cash by  increasing  the
borrowings under its warehouse lines of credit by $217,000.



                                       19

<PAGE>


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.


                                       20


<PAGE>



                            PART II-OTHER INFORMATION


Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds

     In April 2002,  the Company  issued  100,000  shares of its common stock as
part of the settlement of a lawsuit with a previous  landlord,  which was valued
at $25,000 (see Note 9).

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


                                       21


<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

                                       22



<PAGE>



                      GENEVA FINANCIAL CORP. AND SUBSIDIARY

                                  Certification

     I, Keith 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


                                       23

<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


                                       24


<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

     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


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


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