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 EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                                       OR

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

                       For the transition period from to ______ to ______

                         Commission File Number: 1-7614

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

                             GENEVA FINANCIAL CORP.
        (Exact Name of Small Business Issuer 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)

                                 (516) 255-1700
                (Issuer's Telephone Number, Including Area Code)
--------------------------------------------------------------------------------

       (Former Name, Former Address, Former Fiscal Year, if Changed Since
        Last Fiscal Report.)

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
pierod that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days.        Yes [X] No [ ]

Number of shares  outstanding of the issuer's  Common Stock,  par value $.01 per
share, as of November 13, 2003: 3,907,000 shares.

Transitional Small Business Disclosure Format (Check one)  Yes  [  ] No [X]
<PAGE>



                             GENEVA FINANCIAL CORP.
                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                                                         Page No
                                                                         -------

Part I - Financial Information

  Item 1.  Condensed Consolidated Financial Statements:

           Condensed Consolidated Statements of Operations (Unaudited)
              Three Months Ended September 30, 2003 and 2002                3
              Nine Months Ended September 30, 2003 and 2002                 4

           Condensed Consolidated Balance Sheets
              September 30, 2003 (Unaudited)                                5

           Condensed Consolidated Statements of Cash Flows (Unaudited)
              Nine Months Ended September 30, 2003 and 2002                 6

           Notes to Condensed Consolidated Financial Statements (Unaudited) 7-15

  Item 2. Management's Discussion and Analysis or Plan of Operation        16-21

  Item 3. Controls and Procedures                                            21

Part II -  Other Information

  Item 1. Legal Proceedings                                                  22

  Item 2. Changes in Securities and Use of Proceeds                          22

  Item 3. Defaults Upon Senior Securities                                    22

  Item 4. Submission of Matters to a Vote of Security Holders                22

  Item 5. Other Information                                                  23

  Item 6. Exhibits and Reports on Form 8-K                                   23

Signatures                                                                   25

                                       2

<PAGE>


                         Part I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)



                                               Three Months Ended September  30,
                                                    2003                2002
                                                    ----                ----
Revenues:
Gains on sale of mortgage loans, net             $2,476,136         $2,757,410
Interest earned                                     493,983            457,138
                                                 ----------         ----------
   Total Revenues                                 2,970,119          3,214,548
                                                 ----------         ----------

Expenses:
Compensation and benefits                         1,396,315            939,528
Interest expense                                    459,626            293,708
Expenses relating to closing Roslyn office               --            106,000
Other general and administrative                  1,000,976            747,668
                                                 ----------         ----------
   Total Expenses                                 2,856,917          2,086,904
                                                 ----------         ----------


Income from operations before income taxes          113,202          1,127,644
Income tax benefit                                       --          1,000,000
                                                 ----------         ----------
       Net income                                $  113,202         $2,127,644
                                                 ==========         ==========

Earnings per share of common stock:
Basic:
       Net income                                     $0.03              $0.54
                                                      =====              =====

Weighted average number of shares of common       3,907,000          3,907,000
                                                 ==========         ==========
 stock outstanding

Diluted:
       Net income                                     $0.03              $0.51
                                                      =====              =====

Weighted average number of shares of common
 stock and common stock equivalents outstanding   4,155,226          4,153,043
                                                ===========         ==========


See accompanying notes to condensed consolidated financial statements.

                                       3

<PAGE>



                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)

                                                 Nine Months Ended September 30,
                                                        2003           2002
                                                        ----           ----
Revenues:
Gains on sale of mortgage loans, net                $7,879,923       $5,893,364
Interest earned                                      1,383,755        1,027,792
                                                    ----------       ----------
   Total Revenues                                    9,263,678        6,921,156
                                                    ----------       ----------

Expenses:
Compensation and benefits                            3,869,591        2,514,802
Interest expense                                     1,172,909          690,928
Expenses relating to closing Roslyn office                  --          276,308
Other general and administrative                     3,161,317        2,107,131
                                                     ---------        ---------
  Total Expenses                                     8,203,817        5,589,169
                                                     ---------        ---------


Income  from operations before income taxes          1,059,861        1,331,987
Income tax benefit                                          --        1,000,000
                                                     ---------        ---------
        Income from continuing operations            1,059,861        2,331,987
                                                     ---------        ---------

Loss from disposal of discontinued operations               --         (332,588)
                                                     ---------        ---------

     Net income                                     $1,059,861       $1,999,399
                                                    ==========       ==========

Earnings per share of common stock:
 Basic:
     Income from continuing operations                   $0.27            $0.60
     Loss from discontinued operations                      --            (0.09)
                                                        ------            -----
      Net income                                         $0.27            $0.51
                                                        ======            =====

Weighted average number of shares of common
  stock outstanding                                  3,907,000        3,864,509
                                                   ===========       ==========

Diluted:
     Income from continuing operations                   $0.26            $0.57
     Loss from discontinued operations                      --            (0.08)
                                                        ------            -----
       Net income                                        $0.26            $0.49
                                                        ======            =====

Weighted average number of shares of common
 stock and common stock equivalents outstanding      4,148,180        4,086,032
                                                   ===========       ==========

See accompanying notes to condensed consolidated financial statements.

                                       4

<PAGE>

                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheet

                                                                  (Unaudited)
                                                                   September 30,
                                                                      2003
                                                                      ----

Assets
Cash and cash equivalents                                         $  1,917,497
Mortgage loans held for sale, net                                   39,582,259
Mortgage loans held for investment, net                                183,987
Accrued interest receivable                                            503,000
Other receivables, net                                                 441,504
Furniture, fixtures & equipment, net                                   505,623
Prepaid expenses and other assets                                       64,680
Deferred tax asset                                                   1,000,000
                                                                  ------------

Total assets                                                      $ 44,198,550
                                                                  ============

Liabilities and shareholders' equity
Liabilities
Notes payable-principally warehouse lines of credit                $38,432,193
Accrued expenses and other liabilities                                 561,582
                                                                   -----------

Total liabilities                                                   38,993,775
                                                                   -----------

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                                                 (5,583,978)
Accumulated other comprehensive loss                                   (62,814)
Treasury stock, 43,000 shares, at cost                                (254,471)
                                                                   -----------
Total  shareholders' equity                                          5,204,775
                                                                   -----------

Total liabilities and shareholders' equity                         $44,198,550
                                                                   ===========


See accompanying notes to condensed consolidated financial statements.

                                       5


<PAGE>

<TABLE>
<CAPTION>



                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

<S>                                 <C>                         <C>             <C>             <C>

                                                                    Nine months ended September 30,
                                                                        2003              2002
                                                                        ----              ----
Cash flows from operating activities:
Net income                                                          $1,059,861       $ 1,999,399
Loss from discontinued operations                                           --           332,588
                                                                    ----------       -----------
Income from continuing operations                                    1,059,861         2,331,987
                                                                    ----------       -----------

  Adjustments to reconcile net income from continuing operations to
     net cash provided by (used in) operating activities:
       Depreciation and amortization                                   142,231           123,384
       Common stock issued in settlement of litigation                     --             25,000
  Changes in operating assets and liabilities:
      Deferred taxes                                                        --        (1,000,000)
      Accrued interest and other receivables                           280,292          (324,163)
      Mortgage loans held for sale and investment, net               1,522,024        (6,890,760)
      Prepaid expenses and other assets                                 34,666            23,991
      Accrued expenses and other liabilities                          (447,420)         (254,555)
                                                                    ----------       -----------

Total adjustments                                                    1,531,793        (8,297,103)

Net cash provided by (used in) continuing operations                 2,591,654        (5,965,116)

Net cash used in discontinued operations                                    --          (129,629)
                                                                    ----------       -----------

Net cash provided by (used in) operating activities                  2,591,654        (6,094,745)

Cash flows from investing activities:
         Purchase of computer equipment                               (157,523)         (114,519)
                                                                    ----------       -----------

Cash flows from financing activities:
     Net (decrease) increase in notes payable- principally warehouse
          lines of credit                                           (1,451,898)        6,528,454
                                                                   -----------       -----------

Net increase in cash and cash equivalents                              982,233           319,190

Cash and cash equivalents - beginning                                  935,264           444,497
                                                                   -----------       -----------

Cash and cash equivalents - ending                                 $ 1,917,497          $763,687
                                                                   ===========       ===========

Supplemental disclosures of cash flow information:
        Cash paid during the period for:
           Interest                                                $ 1,160,807          $249,935
                                                                   ===========       ===========
           Income taxes                                            $   150,961          $      0
                                                                   ===========       ===========

Non-cash item:
         Other comprehensive loss related to hedging activities    $    62,814          $      0
                                                                   ===========       ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>


                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements

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. On
     April 11, 2003, the Company 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  activity  during  the  three  and  nine  months  ended
     September  30, 2003 and 2002 is the  origination  of  residential  mortgage
     loans and the sale of such  loans in the  secondary  market on a  servicing
     released basis.  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,  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  statements of financial  condition and of income and expenses
     for the periods  presented  in the  condensed  consolidated  statements  of
     operations.  The results of operations  for the three and nine months ended
     September  30,  2003  are not  necessarily  indicative  of the  results  of
     operations  to  be  expected  for  the  remainder  of  the  year.   Certain
     information and note disclosures  normally included in financial statements
     prepared in accordance with generally accepted accounting principles in the
     United  States  of  America  have  been  omitted   pursuant  to  rules  and
     regulations of the Securities and Exchange Commission.

                                       7

<PAGE>

     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-KSB for the year ended December
     31, 2002.

3.   Recently Issued Accounting Pronouncements

     In April 2002, the Financial  Accounting  Standards  Board ("FASB")  issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 145, "Rescission
     of FASB  Statements  No. 4, 44 and 64,  amendment of FASB Statement No. 13,
     and  Technical  Corrections".  SFAS No. 145 requires  that gains and losses
     from  extinguishment  of debt be classified as extraordinary  items only if
     they meet the  criteria  in  Accounting  Principles  Board  Opinion  No. 30
     ("Opinion  No.  30").  Applying  the  Provisions  of  Opinion  No.  30 will
     distinguish  transactions that are part of an entity's recurring operations
     from those that are  unusual and  infrequent  that meets the  criteria  for
     classification  as an extraordinary  item. The Company adopted SFAS No. 145
     during the first quarter of fiscal 2003.  The adoption of this standard did
     not have a material effect on the Company's consolidated financial position
     and results of operations.

     In June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for  Costs
     Associated  with  Exit or  Disposal  Activities."  SFAS No.  146  addresses
     accounting  and  reporting  for  costs  associated  with  exit or  disposal
     activities  and  nullifies  Emerging  Issues  Task  Force  Issue No.  94-3,
     "Liability  Recognition for Certain Employee Termination Benefits and Other
     Costs  to  Exit  an  Activity   (Including  Certain  Costs  Incurred  in  a
     Restructuring)."SFAS   No.  146  requires  that  a  liability  for  a  cost
     associated  with an exit or disposal  activity be  recognized  and measured
     initially at fair value when the  liability  is  incurred.  SFAS No. 146 is
     effective for exit or disposal activities that are initiated after December
     31, 2002.  The adoption of this standard did not have a material  effect on
     the Company's consolidated financial position or results of operations.

     In  November  2002,  the FASB  issued  Interpretation  No.  45,  ("FIN 45")
     "Guarantor's   Accounting  and  Disclosure   Requirements  for  Guarantees,
     Including Indirect Guarantees of Indebtedness of Others." FIN 45 requires a
     company,  at the time it  issues  a  guarantee,  to  recognize  an  initial
     liability for the fair value of obligations assumed under the guarantee and
     elaborates on existing  disclosure  requirements  related to guarantees and
     warranties.  The initial  recognition  requirements of FIN 45 are effective
     for  guarantees  issued or modified  after December 31, 2002. The Company's
     adoption of the recognition  requirements of FIN 45 did not have a material
     effect on its consolidated financial position or results of operations.

     In  January  2003,  the FASB  issued  Interpretation  No.  46  ("FIN  46"),
     "Consolidation of Variable Interest Entities,  an Interpretation of ARB No.
     51." FIN 46 requires certain variable  interest entities to be consolidated
     by the primary  beneficiary  of the entity if the equity  investors  in the
     entity do not have the characteristics of a controlling  financial interest
     or do not have  sufficient  equity at risk for the  entity to  finance  its
     activities without additional  financial support from other parties. FIN 46
     is effective  for all new variable  interest  entities  created or acquired
     after January 31,

                                       8

<PAGE>

     2003. For variable  interest entities created or acquired prior to February
     1, 2003,  the provisions of FIN 46 must be applied for the first interim or
     annual period beginning after June 15, 2003.  However,  on October 8, 2003,
     the FASB  deferred the latest date by which all pubic  entities  must apply
     FIN 46 to the first  reporting  period ending after  December 15, 2003. The
     Company does not expect the adoption of FIN 46 will have a material  effect
     on its consolidated financial position or results of operations.

     On April 30, 2003 the FASB issued SFAS No. 149, "Amendment of Statement 133
     on Derivative  Instruments and Hedging  Activities."  This Statement amends
     and clarifies  SFAS No. 133  "Accounting  for  Derivative  Instruments  and
     Hedging  Activities." This statement  clarifies the accounting  guidance on
     (1)  derivative   instruments  (including  certain  derivative  instruments
     embedded in other  contracts) and (2) hedging  activities  that fall within
     the scope of the SFAS 133.  SFAS 149 also  amends  certain  other  existing
     pronouncements, which will result in more consistent reporting of contracts
     that are derivatives in their entirety or that contain embedded derivatives
     that warrant separate  accounting.  SFAS 149 is effective (1) for contracts
     entered into or modified after June 30, 2003, with certain exceptions,  and
     (2) for hedging relationships  designated after June 30, 2003. The guidance
     is to be applied prospectively. The Company does not expect the adoption of
     SFAS  No.  149 to have a  material  impact  on its  consolidated  financial
     condition or results of operations.

     In May  2003,  the  FASB  issued  SFAS No.  150,  "Accounting  for  Certain
     Financial Instruments with Characteristics of both Liabilities and Equity."
     SFAS No. 150 addresses certain  financial  instruments that, under previous
     guidance,  could be accounted for as equity,  but now must be classified as
     liabilities   in  statements  of  financial   position.   These   financial
     instruments include: 1) mandatorily  redeemable financial  instruments,  2)
     obligations  to  repurchase  the  issuer's  equity  shares by  transferring
     assets,  and 3) obligations to issue a variable number of shares.  SFAS No.
     150 is effective  for all  financial  instruments  entered into or modified
     after May 31, 2003,  and otherwise  effective at the beginning of the first
     interim period  beginning after June 15, 2003. The adoption of SFAS No. 150
     did not have a  material  impact on the  Company's  consolidated  financial
     position or results of operations.

4.   Income Taxes

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

5.   Earnings Per Share of Common Stock

     Basic  earnings per share  ("EPS") is determined by dividing net income 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.

                                       9

<PAGE>


<TABLE>
<CAPTION>

The following  table sets forth the components  used in the computation of basic
and diluted earnings per share:

<S>                     <C>             <C>             <C>             <C>             <C>             <C>

                                Nine Months Ended September 30,     Three Months Ended September 30,
                                    2003              2002             2003               2002
                                    ----              ----             ----               ----
  Numerator:
   Net income                    $  1,059,861      $ 1,999,399         $ 113,202        $   2,127,644

  Denominator:
   Weighted average
   Shares                           3,907,000        3,864,509         3,907,000            3,907,000
                                  -----------       ----------        ----------           ----------

  Effect of dilutive
   securities:
  Employee stock
   Options                            241,180          221,523           248,226              246,043
                                  -----------     ------------        ----------           ----------

  Denominator for
   diluted earnings per
   share-adjusted
   weighted average
   shares after
   assumed
   conversions                      4,148,180        4,086,032         4,155,226            4,153,043
                                  ===========     ============        ==========           ==========


6.   Stock Options and Similar Equity Instruments

     At  September  30,  2003,   the  Company  had  two   stock-based   employee
     compensation  plans.  As  permitted  under SFAS No.  148,  "Accounting  for
     Stock-Based Compensation-Transition and Disclosure", which amended SFAS No.
     123, "Accounting for Stock-Based Compensation",  the Company has elected to
     continue  to  follow  the  intrinsic  value  method in  accounting  for its
     stock-based  employee  compensation  arrangement  as defined by  Accounting
     Principles  Board Opinion  ("APB") No. 25,  "Accounting for Stock Issued to
     Employees",  and related  interpretations  including  Financial  Accounting
     Standards Board Interpretation No. 44, "Accounting for Certain Transactions
     Involving  Stock   Compensation"  an  interpretation  of  APB  No.  25.  No
     stock-based  employee  compensation cost is reflected in net income, as all
     options granted under those plans had an exercise price equal to the market
     value of the  underlying  common stock on the date of grant.  The following
     table  illustrates  the effect on net income and  earnings per share if the
     Company had applied the fair value  recognition  provisions of SFAS No. 123
     to stock-based employee compensation.

</TABLE>

                                       10

<PAGE>


                                    Nine Months Ended         Three Months Ended
                                      September 30,              September 30,
                                   ---------------------------------------------
                                    2003        2002          2003        2002
                                    ----        ----          ----        ----
 Net Income as Reported        $1,059,861    $1,999,399     $113,202  $2,127,644

 Deduct:  Total stock-based
  employee compensation
  expense determined under
  fair value-based  method for
  all awards, net of related
  tax effect                        6,904        19,002        2,301       5,181
                               ----------    ----------     --------  ----------

 Pro Forma Net Income          $1,052,957    $1,980,397     $110,901  $2,122,463
                               ==========    ==========     ========  ==========

 Basic Net Income Per
  Share as Reported                  $.27          $.51         $.03        $.54
                                     ====          ====         ====        ====

 Basic Pro Forma Net Income
  Per Share                          $.27          $.51         $.03        $.54
                                     ====          ====         ====        ====

 Diluted Net Income Per Share
  as Reported                        $.26          $.49         $.03        $.51
                                     ====          ====         ====        ====

 Diluted Pro Forma Net
  Income Per Share                   $.25          $.48         $.03        $.51
                                     ====          ====         ====        ====

There were no options  granted  during the three or nine months ended  September
30, 2003. The fair value of options at date of grant in 2002 was estimated using
the  Black-Sholes  fair value based method with the following  weighted  average
assumptions:

                                                                           2002
                                                                           ----
Expected Life (Years)                                                         5
Interest Rate                                                              4.75%
Annual Rate of Dividends                                                      0%
Volatility                                                                  282%

The weighted average fair value of options at date of grant using the fair value
based method during 2002 is estimated at $.10.

In June 2003,  the Board of  Directors  approved the adoption of the 2003 Equity
Participation  Plan (the  "Plan").  The Company  reserved one million  shares of
common stock that may be issued under the Plan.  The Plan  received  shareholder
approval in September 2003.

                                       11


<PAGE>


7.   Notes Payable

     At September  30, 2003 and 2002,  substantially  all of the mortgage  loans
     held for sale and  investment  were pledged to secure notes  payable  under
     warehouse lines of credit  agreements.  The notes are repaid as the related
     mortgage loans are sold.

     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%.  Effective  June 18,  2003,  the Company  entered into an
     amendment with IMPAC,  which increased the credit line to $40 million,  and
     amended a financial  covenant.  The agreement  also  provides  that, if the
     Company does not obtain an increase in the Provident Line (described below)
     to $15 million by August 4, 2003,  IMPAC may reconsider  the increase.  The
     Provident  Line  increase has not been granted as of November 5, 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. The balance outstanding on this line
     at September 30, 2003 was approximately $34.5 million.

     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 the loan is  outstanding  on the line.
     The  Provident  Line has no stated  expiration  date but is  terminable  by
     either party upon written notice.  The balance  outstanding on this line at
     September 30, 2003 was approximately $3.6 million.

     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%.  The balance  outstanding  on the
     note was approximately $266,000 at September 30, 2003.


                                       12

<PAGE>


8.   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 Mortgage  Backed
     Securities  ("MBS")  or  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 MBS and treasury
     contracts,  the Company enters into  commitments to purchase MBS at various
     rates and time frames,  and 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 September 30, 2003,  the Company had
     commitments  to  purchase  $3  million  of  MBS.  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.

     In the normal course of its mortgage banking activities, the Company enters
     into 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 Metropolitan area.

     The Company  currently  finances its mortgage  banking  operations with two
     warehouse  facilities  (the  IMPAC Line and  Provident  Line - see Note 7).
     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

                                       13

<PAGE>

     interruption  to the  Company's  operations  and possible  loss of revenue,
     which would affect operating results adversely.

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,  Geneva  was named one of the  defendants  in a lawsuit  by one of
     Geneva's  mortgage  purchasers in an action  entitled "Wells Fargo Funding,
     Inc.  f/k/a Norwest  Funding,  Inc. v. Premiere  Mortgage  Corp.  d/b/a PMC
     Mortgage  Company v. Stewart Title  Company".  In October 2003,  Geneva and
     Wells  Fargo  entered  into a  Settlement  Agreement  to settle  this suit,
     whereby  Geneva  is  obligated  to  pay  to  Wells  Fargo  a net  total  of
     approximately  $1,082,700,  subject to certain conditions.  Pursuant to the
     Settlement  Agreement,  $393,000 has been paid to Wells Fargo,  such amount
     having been furnished by Geneva's mortgage impairment  insurance policy and
     Stewart Title.  Subject to certain  conditions,  pursuant to the Settlement
     Agreement,  Wells Fargo is obligated to transfer a certain real property to
     Geneva within 45 days following the execution of the Settlement  Agreement.
     Subject to the foregoing, Geneva is obligated to pay Wells Fargo the amount
     of $460,000.  Further,  $200,000 plus interest at a rate of 3% per annum is
     payable  to  Wells  Fargo  by  Geneva  in  12  monthly   installments   and
     approximately  $30,000 is payable within 45 days following the execution of
     the Settlement Agreement,  with such amounts being expected to be collected
     from Geneva's Errors & Omissions policy.

     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 court.  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 beyond
     what was previously accrued of approximately  $170,000,  which was included
     in the  expenses  relating  to the  closing  of the  Roslyn  office  in the
     accompanying  financial  statements for the nine months ended September 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


                                       14

<PAGE>

     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 for the three and nine months ended September 30, 2002.

10.  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 have been no
     rehabilitation  properties  purchased  since early 2000 and the Company has
     been selling 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:

                                                 Nine months Ended September 30,
                                                      2003             2002
                                                      ----             ----

     Sales of residential rehabilitation properties   $ --            $ 174,260
                                                      =======         =========

     Loss from discontinued operations                $ --            $(332,588)
                                                      =======         =========


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 and nine  months  ended  September  30,  2003,
     approximately  64%  and  59%,   respectively  of  the  Company's   mortgage
     originations  were derived from the retail sales channel and  approximately
     36% and 41%, respectively from the wholesale channel.

     During the three and nine  months  ended  September  30,  2002 41% and 40%,
     respectively,  of the Company's mortgage originations were derived from the
     retail  sales  channel and 59% and 60%,  respectively,  from the  wholesale
     sales channel.




                                       15

<PAGE>


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

Forward-Looking Statements

Certain   information   contained   in  this   Quarterly   Report  may   include
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995, and is subject to the safe harbor created by that
act. We caution  readers  that certain  important  factors may affect our actual
results  and  could   cause  such   results  to  differ   materially   from  any
forward-looking  statements  which  may be  deemed  to  have  been  made in this
Quarterly  Report or which are  otherwise  made by or on behalf of us.  For this
purpose,  any  statements  contained  in  this  Quarterly  Report  that  are not
statements of historical  fact may be deemed to be  forward-looking  statements.
Without  limiting the generality of the foregoing,  words such as "may," "will,"
"expect," "believe,"  "explore,"  "consider,"  "anticipate,"  "intend," "could,"
"estimate,"  "plan," or "continue" or the negative  variations of those words or
comparable  terminology  are  intended to identify  forward-looking  statements.
Factors  that may affect our results  include,  but are not limited to the risks
and uncertainties associated with:

o    the level of demand for mortgage credit, which is affected by such external
     factors as the level of interest rates;
o    the  strength of various  segments of the economy and  demographics  of our
     lending markets;
o    the direction of interest rates;
o    the relationship between mortgage interest rates and cost of funds;
o    federal and state regulation of our mortgage banking operations;
o    competition within the mortgage banking industry;
o    our  management  of cash  flow and  efforts  to  modify  its  prior  growth
     strategy, and
o    efforts to improve quality control.

We are also subject to other risks  detailed from time to time in our Securities
and Exchange Commission filings. Any one or more of these  uncertainties,  risks
and other  influences  could  materially  affect our results of  operations  and
whether  forward-looking  statements made by us ultimately prove to be accurate.
Our actual results,  performance and achievements  could differ  materially from
those expressed or implied in these forward-looking  statements. We undertake no
obligation to publicly update or revise any forward-looking statements,  whether
from new information, future events or otherwise.

                                       16

<PAGE>

Results of Operations

Quarter Ended September 30, 2003 Compared to Quarter Ended September 30, 2002


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

                                                   Quarters Ended September 30,
                                                       2003           2002
                                                       ----           ----

Gains of sales of mortgage loans, net              $2,476,136     $2,757,410
Interest earned                                       493,983        457,138
                                                   ----------     ----------
Total revenues                                     $2,970,119     $3,214,548
                                                   ==========     ==========


Gains on sales of mortgage loans decreased $281,274, or 10%, to $2.5 million for
the quarter  ended  September  30, 2003 from $2.8 million for the quarter  ended
September  30, 2002.  This  decrease was  primarily due to a decrease in the per
loan margin for loans sold into the secondary market.  This was due primarily to
the volatility in market rates of interest that occurred in the current quarter.
Mortgage  loan  originations  were  $133.2  million  and $85.2  million  for the
quarters ended September 30, 2003 and 2002, respectively.  This 56% increase was
primarily the result of the increase in retail loan sales to $85 million for the
quarter  ended  September  30, 2003 from $34.7  million  for the  quarter  ended
September 30, 2002 as well as a decrease in wholesale loan originations to $48.2
million  for the quarter  ended  September  30, 2003 from $50.5  million for the
quarter  ended  September 30, 2002.  For the quarter  ended  September 30, 2003,
approximately 64% of the Company's  mortgage  originations were derived from its
retail mortgage  operations  compared to 41% for the quarter ended September 30,
2002.

Interest  earned  increased  $36,845,  or 8%, to $494,000 for the quarter  ended
September 30, 2003 from $457,000 for the quarter ended  September 30, 2002. This
increase was primarily due to higher mortgage originations for the quarter ended
September 30, 2003 as compared to the quarter ended  September 30, 2002 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 September 30,
                                                      2003                2002
                                                      ----                ----

Compensation and benefits                          $1,396,315       $  939,528
Interest expense                                      459,626          293,708
Expenses related to closing Roslyn office               -              106,000
Other general and administrative                    1,000,976          747,668
                                                   ----------       ----------
Total expenses                                     $2,856,917       $2,086,904
                                                   ==========       ==========

                                       17

<PAGE>


Compensation and benefits  increased  $456,787,  or 49%, to $1.4 million for the
quarter ended  September 30, 2003 from $940,000 for the quarter ended  September
30, 2002.  This  increase was  primarily  due to  increased  sales  salaries and
commission,  which are based substantially on mortgage loan originations.  These
costs are  volume  driven  and  increased  due to the  increase  in retail  loan
originations.

Interest expense increased  $165,918,  or 56%, to $460,000 for the quarter ended
September 30, 2003 from $293,000 for the quarter ended  September 30, 2002. This
increase was  primarily  attributable  to an increase in borrowing  rates at the
Company's warehouse facility and increased mortgage originations for the quarter
ended September 30, 2003 as compared to the quarter ended September 30, 2002.

Other general and  administrative  expense increased  $253,307,  or 34%, to $1.0
million for the quarter  ended  September 30, 2003 from $748,000 for the quarter
ended September 30, 2002. This increase was primarily due to increased  expenses
in connection  with obtaining  leads through the internet,  increased  legal and
professional fees and an overall increase in the operations of the Company.


Nine months ended September 30, 2003 Compared to Nine months ended September 30,
2002

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


                                            Nine Months Ended September 30,
                                            -------------------------------
                                                   2003           2002
                                                   ----           ----


Gains of sales of mortgage loans, net           $7,879,923    $5,893,364
Interest earned                                  1,383,755     1,027,792
                                                ----------    ----------
Total revenues                                  $9,263,678    $6,921,156
                                                ==========    ==========

Gains on sales of mortgage loans  increased  $2.0 million,  34%, to $7.9 million
for the nine months  ended  September  30,  2003 from $5.9  million for the nine
months ended  September 30, 2002. This increase was primarily due to an increase
in  mortgage  loan  origination  volume and an overall  increase in the per loan
margin for loans sold into the secondary market. Mortgage loan originations were
$356.4 million and $221.6  million for the nine months ended  September 30, 2003
and 2002,  respectively.  This 61%  increase  was  primarily  the  result of the
increase  in retail  loan  sales to $210.8  million  for the nine  months  ended
September  30, 2003 from $87.5  million for the nine months ended  September 30,
2002.  For the nine months ended  September 30, 2003,  approximately  59% of the
Company's  mortgage  originations  were  derived  from its retail  and  internet
mortgage  operations  compared to 40% for the nine months  ended  September  30,
2002.

Interest earned increased $355,963,  or 35%, to $1.4 million for the nine months
ended  September 30, 2003 from $1.0 million for the nine months ended  September
30, 2002.  This increase was primarily due to higher mortgage  originations  for
the nine months  ended  September  30, 2003 as compared to the nine months ended
September 30, 2002 creating higher warehouse  balances partially offset by lower
mortgage interest rates.

                                       18

<PAGE>


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

                                                Nine Months Ended September 30,
                                                  2003                 2002
                                                  ----                 ----

Compensation and benefits                        $3,869,591         $2,514,802
Interest expense                                  1,172,909            690,928
Expenses relating to closing Roslyn office           -                 276,308
Other general and administrative                  3,161,317          2,107,131
                                                 ----------         ----------
Total expenses                                   $8,203,817         $5,589,169
                                                 ==========         ==========

Compensation and benefits increased $1,354,789,  or 54%, to $3.9 million for the
nine months ended September 30, 2003 from $2.5 million for the nine months ended
September 30, 2002.  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.

Interest expense increased $481,981, or 70%, to $1.2 million for the nine months
ended  September 30, 2003 from $691,000 for the nine months ended  September 30,
2002. This increase was primarily  attributable to a increase in borrowing rates
at the Company's warehouse facility and increased mortgage  originations for the
nine months  ended  September  30,  2003 as  compared  to the nine months  ended
September 30, 2002.

Expenses relating to closing the Roslyn office decreased $276,308,  or 100%, for
the nine  months  ended  September  30, 2003  compared to the nine months  ended
September 30, 2002. 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 which was settled in 2002, see Note 9, to
the condensed consolidated financial statements.

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 for the three and nine months ended September
30, 2002.

Other general and administrative  expense increased $1,054,186,  or 50%, to $3.2
million for the nine months ended  September  30, 2003 from $2.1 million for the
nine months  ended  September  30, 2002.  This  increase  was  primarily  due to
increased  expenses in  connection  with  obtaining  leads through the internet,
increased  accounting  and audit fees,  increased  advertising  expenses  and an
overall increase in the operations of the Company.

                                       19


<PAGE>


Liquidity and Capital Resources

     At September 30, 2003 the Company's  principal  financing  needs consist of
funding mortgage loan  originations To meet these needs,  the Company  currently
relies  on  borrowings  under  warehouse  lines of  credit  and cash  flow  from
operations.  The amount of outstanding  borrowings  under the warehouse lines of
credit at September 30, 2003 was $38.1  million.  The mortgage loans funded with
the proceeds from such borrowings secure the warehouse lines of credit.

     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%. Effective June 18, 2003, the
Company entered into an amendment with IMPAC, which increased the credit line to
$40 million and amended a financial  covenant.  The agreement also provides that
if the  Company  does not obtain an  increase it he  Provident  Line  (described
below) to $15 million by August 4, 2003, IMPAC may reconsider the increase.  The
Provident  Line increase has not been granted as of November 5, 2003.  The IMPAC
Line has no  stated  expiration  date but is  terminable  by either  party  upon
written  notice.  The  balance  outstanding  on this line was $34.5  million  on
September 30, 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 balance  outstanding on this line was $3.6
million on September 30, 2003.

     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.

     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%. The balance outstanding on the note was approximately  $266,000
at September 30, 2003.


                                       20

<PAGE>

     Net cash  provided by  operations  for the nine months ended  September 30,
2003 was $2.6 million,  primarily  due to a decrease in mortgage  loans held for
sale and investment,  decrease in  receivables,  offset by a decrease in accrued
expenses and other liabilities. The Company used cash to decrease the borrowings
under its warehouse lines of credit by approximately $1.5 million.


Item 3.  Controls and Procedures.

Our Chief Executive  Officer and Chief Financial Officer 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  were effective as of September 30,
2003 in  alerting  each  of them in a  timely  manner  to  material  information
required  to be  included  in our SEC  reports.  In  addition,  no change in our
internal  control over financial  reporting  occurred  during the fiscal quarter
ended September 30, 2003 that has materially  affected,  or is reasonably likely
to materially affect, our internal control over financial reporting.




                                      21

<PAGE>


                            PART II-OTHER INFORMATION


Item 1. Legal Proceedings

     In 2001,  Geneva  was named one of the  defendants  in a lawsuit  by one of
Geneva's  mortgage  purchasers in an action entitled "Wells Fargo Funding,  Inc.
f/k/a  Norwest  Funding,  Inc. v.  Premiere  Mortgage  Corp.  d/b/a PMC Mortgage
Company v.  Stewart  Title  Company".  In October  2003,  Geneva and Wells Fargo
entered  into a  Settlement  Agreement  to settle this suit,  whereby  Geneva is
obligated to pay to Wells Fargo a net total of approximately $1,082,700, subject
to certain conditions.  Pursuant to the Settlement Agreement,  $393,000 has been
paid to Wells Fargo,  such amount  having been  furnished  by Geneva's  mortgage
impairment  insurance policy and Stewart Title.  Subject to certain  conditions,
pursuant to the  Settlement  Agreement,  Wells Fargo is  obligated to transfer a
certain real  property to Geneva  within 45 days  following the execution of the
Settlement Agreement. Subject to the foregoing, Geneva is obligated to pay Wells
Fargo the amount of $460,000.  Further,  $200,000  plus interest at a rate of 3%
per annum is payable to Wells  Fargo by Geneva in 12  monthly  installments  and
approximately  $30,000 is payable  within 45 days following the execution of the
Settlement  Agreement,  with such amounts  being  expected to be collected  from
Geneva's Errors & Omissions policy.

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

Item 2. Changes in Securities and Use of Proceeds

        None.

Item 3. Defaults Upon Senior Securities

        None.

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

     Our Annual  Meeting of  Stockholders  was held on September  10, 2003.  The
     following is a  description  of the matters voted upon at the meeting and a
     listing of the votes cast for,  against or withheld,  as well as the number
     of abstentions and broker non-votes as to each matter, including a separate
     tabulation with respect to each nominee for director.

     1. (a) The following  Class I directors  were elected to two-year  terms to
     expire  at  the  2005  Annual  Meeting  of  Stockholders,  or  until  their
     respective successors are elected and have qualified,  subject, however, to
     their prior death,  resignation,  retirement,  disqualification  or removal
     from office.

                                                       Number of Shares
                                                       ----------------
                                                        For          Against
                                                        ---          -------

              Stanley Kreitman                       3,035,001        2,433
              Joel L. Gold                           3,035,001        2,433


                                       22

<PAGE>

          (b) The following  Class II director was elected to three-year term to
     expire at the 2006 Annual Meeting of  Stockholders,  or until his successor
     is  elected  and has  qualified,  subject,  however,  to his  prior  death,
     resignation, retirement, disqualification or removal from office.

                                                       Number of Shares
                                                       ----------------
                                                        For          Against
                                                        ---          -------

              Keith S. Haffner                       3,035,001        2,433

     Warren R. Katz  continues  to serve as a Class III  director of the Company
and is to hold office until the 2004 Annual  Meeting of  Stockholders,  or until
his  successor  is elected and has  qualified,  subject,  however,  to his prior
death, resignation, retirement, disqualification or removal from office.

          2. Approval of the Geneva  Financial Corp.  2003 Equity  Participation
     Plan.


                   For                          2,016,118
                   Against                         21,208
                   Abstain                          8,500
                   Broker Non-Vote                991,608

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

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

                                       23


<PAGE>

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

            10.1    2003 Equity Participation Plan

            31.1    Rule  13a-14(a)/15d-14(a)-Certification  of Chief  Executive
                    Officer  as  adopted   pursuant   to  Section   302  of  the
                    Sarbanes-Oxley Act of 2002

            31.2    Rule  13a-14(a)/15d-14(a)-Certification  of Chief  Financial
                    Officer  as  adopted   pursuant   to  Section   302  of  the
                    Sarbanes-Oxley Act of 2002

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

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

        (b)  Reports on Form 8-K
                None.

                                       24

<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/ Noel Ratner
                                           ---------------------------------
                                           Noel Ratner
                                           Chief Financial Officer


Dated: November 14, 2003