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 March 31, 2004

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

                        For the transition period from _____ 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 and 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
period that the registrant  was required to file such reports,  and (2) has been
subject to such filing requirements for the past 90 days.     Yes [X] No [ ]

Number of shares  outstanding of the issuer's  Common Stock,  par value $.01 per
share, as of May 12, 2004: 3,907,000 shares.

Transitional Small Business Disclosure Format (check one):    Yes [ ] No [X]


<PAGE>

                             GENEVA FINANCIAL CORP.
                                   FORM 10-QSB

                                TABLE OF CONTENTS
                                -----------------
<TABLE>

<S>                                                                             <C>

Part I - Financial Information                                                Page No
                                                                              -------
 Item 1.  Condensed Consolidated Financial Statements:

          Condensed Consolidated Statements of Income (Unaudited)
             Three Months Ended March 31, 2004 and 2003                         3

          Condensed Consolidated Balance Sheet
             March 31, 2004 (Unaudited)                                         4

          Condensed Consolidated Statements of Cash Flows (Unaudited)
             Three Months Ended March 31, 2004 and 2003                         5

          Notes to Condensed Consolidated Financial Statements (Unaudited)      6-13

 Item 2.  Management's Discussion and Analysis or Plan of Operation             13-17

 Item 3.  Controls and Procedures                                               17

Part II - Other Information

 Item 1.  Legal Proceedings                                                     18

 Item 2.  Changes in Securities and Small Business Issuer Purchases
             of Equity Securities                                               18

 Item 3.  Defaults Upon Senior Securities                                       18

 Item 4.  Submission of Matters to a Vote of Security Holders                   18

 Item 5.  Other Information                                                     18

 Item 6.  Exhibits and Reports on Form 8-K                                      18

Signatures                                                                      20

</TABLE>

                                       2

<PAGE>

<TABLE>

                         Part I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements


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

<S>                                                             <C>                            <C>

                                                                    Three Months Ended March 31,
                                                                    ----------------------------
                                                                     2004                2003
                                                                     ----                ----
Revenues:
Gains on sale of mortgage loans, net                                $1,903,417         $2,510,090
Interest earned                                                        522,687            504,350
                                                                    ----------         ----------
   Total Revenues                                                    2,426,104          3,014,440
                                                                    ----------         ----------

Expenses:
Compensation and benefits                                            1,110,516          1,197,799
Interest expense                                                       258,150            360,304
Other general and administrative                                       844,915            999,268
                                                                    ----------          ---------
   Total Expenses                                                    2,213,581          2,557,371
                                                                    ----------          ---------
         Net income                                                 $  212,523          $ 457,069
                                                                    ==========          =========

Earnings per share of common stock:
 Basic:
         Net income per share                                            $0.05              $0.12
                                                                         =====              =====

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

Diluted:
         Net income per share                                            $0.05              $0.11
                                                                         =====              =====

Weighted average number of shares of common
 stock and common stock equivalents outstanding                      4,148,111          4,160,988
                                                                     =========          =========

</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                       3


<PAGE>

<TABLE>

                      GENEVA FINANCIAL CORP. AND SUBSIDIARY
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)

<S>                                                                        <C>

                                                                           March 31,
                                                                             2004
                                                                             ----
Assets
Cash and cash equivalents                                                 $ 1,900,112
Mortgage loans held for sale, net                                          33,011,016
Mortgage loans held for investment, net                                       132,987
Accrued interest receivable                                                   161,221
Other receivables, net                                                        713,695
Furniture, fixtures and equipment, net                                        427,023
Prepaid expenses and other assets                                              97,452
Deferred taxes                                                              1,000,000
                                                                          -----------

Total assets                                                              $37,443,506
                                                                          ===========

Liabilities and stockholders' equity
Liabilities
Notes payable-principally warehouse lines of credit                       $31,771,859
Accrued expenses and other liabilities                                        609,246
                                                                          -----------

Total liabilities                                                          32,381,105
                                                                          -----------

Commitments and contingencies

Stockholders' 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                                                        (5,789,166)
Treasury stock, 43,000 shares, at cost                                       (254,471)
                                                                         ------------
Total stockholders' equity                                                  5,062,401
                                                                         ------------

Total liabilities and stockholders' equity                                $37,443,506
                                                                          ===========

</TABLE>

See accompanying notes to condensed consolidated financial statements.


<PAGE>

<TABLE>

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

<S>                                                                             <C>                         <C>

                                                                                 Three months ended March 31,
                                                                                 ----------------------------
                                                                                    2004              2003
                                                                                    ----              ----
Cash flows from operating activities:
Net income                                                                       $ 212,523      $   457,069

  Adjustments to reconcile net income to net cash (used in) provided by
    operating activities:
       Depreciation and amortization                                                44,187           47,495
  Changes in operating assets and liabilities:
       Mortgage loans held for sale and investment, net                         (6,334,008)      14,005,373
       Accrued interest and other receivables, net                                 499,767           83,445
       Prepaid expenses and other assets                                           (14,107)          (9,727)
       Accrued expenses and other liabilities                                      (35,992)        (265,224)
                                                                                ----------      -----------

Total adjustments                                                               (5,840,153)      13,861,362
                                                                                ----------      -----------

Net cash  (used in) provided by operating activities                            (5,627,630)      14,318,431
                                                                                ----------      -----------
Cash flows from investing activities:
       Purchase of furniture, fixtures and equipment                                     -          (47,964)
                                                                                ----------      -----------

Cash flows from financing activities:
       Net increase (decrease) in notes payable- principally warehouse
           lines of credit                                                       6,036,355      (14,014,340)
                                                                                ----------      -----------

Net increase in cash and cash equivalents                                          408,725          256,127

Cash and cash equivalents - beginning of period                                  1,491,387          935,264
                                                                                ----------      -----------

Cash and cash equivalents - end of period                                       $1,900,112      $ 1,191,391
                                                                                ==========      ===========

Supplemental disclosures of cash flow information:
       Cash paid during the period for:
        Interest                                                                 $ 303,490        $ 450,666
                                                                                 =========        =========
        Income taxes                                                             $  18,943        $   2,042
                                                                                 =========        =========

</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                       5


<PAGE>


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

1.   Business

     Geneva  Financial  Corp.  (the  "Company"),  a  Delaware  corporation,  was
     organized in 1998 to own the stock of Geneva Mortgage Corp.  ("Geneva") 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.  The
     Company's  common stock is  currently  trading on the Pink Sheets under the
     symbol "GNVN".

     Geneva is a mortgage  banker  conducting  business in  thirteen  states and
     operating  primarily  from  offices in New York,  New  Jersey and  Florida.
     Geneva's  principal  business  activity during the three months ended March
     31, 2004 and 2003 consists of the origination of residential mortgage loans
     and the sale of such loans in the secondary market on a servicing  released
     basis.  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  balance  sheet and of income  and  expenses  for the  periods
     presented in the condensed  consolidated  statements of income. The results
     of operations for the three months ended March 31, 2004 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  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-KSB for the year ended December
     31, 2003.

                                       6

<PAGE>

<TABLE>

     Stock Options and Similar Equity Instruments

     At March 31, 2004,  the Company had three stock option plans.  As permitted
     under  Statement  of  Financial  Accounting  Standards  ("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.

<S>                                                                     <C>                        <C>

                                                                            Three Months Ended March 31,
                                                                     ---------------------------------------
                                                                             2004                2003
                                                                             ----                ----
     Net Income as Reported                                                  $212,523           $457,069

     Deduct:  Total stock- based employee
      compensation expense determined under fair
      value-based  method for all awards, net of
      related tax effect                                                        2,327             10,000
                                                                             --------           --------

     Pro Forma Net Income                                                    $210,196           $447,069
                                                                             ========           ========

     Basic Net Income Per Share as Reported                                      $.05               $.12
                                                                                 ====               ====

     Basic Pro Forma Net Income Per Share                                        $.05               $.11
                                                                                 ====               ====

     Diluted Net Income Per Share as Reported                                    $.05               $.11
                                                                                 ====               ====

     Diluted Pro Forma Net Income Per Share                                      $.05               $.11
                                                                                 ====               ====

</TABLE>

     There were no options granted during the three months ended March 31, 2004.

3.   Recently Issued Accounting Pronouncements

     The SEC recently released Staff Accounting Bulletin No. 105, Application of
     Accounting Principles to Loan Commitments.  SAB 105 provides guidance about
     the  measurement  of loan  commitments  recognized at fair value under SFAS
     Statement  No.  133,  Accounting  for  Derivative  Instruments  and Hedging
     Activities.  SAB 105 also requires  companies to disclose their  accounting
     policy for those loan commitments including methods and assumptions used to
     estimate fair value and


                                       7

<PAGE>

     associated hedging strategies.  The accounting  requirements of SAB 105 are
     effective for all loan  commitments  accounted for as derivatives  that are
     entered into after March 31, 2004.  The adoption of SAB 105 is not expected
     to have a material effect on the consolidated financial statements.


     In January 2003,  as amended in December  2003,  the  Financial  Accounting
     Standards  Board  ("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 periods  ending  December  15, 2003 for certain  types of
     entities  and after  December  15,  2004 for other types of  entities.  The
     Company has  determined  that the adoption of FIN 46 will have no effect on
     its consolidated financial position, results of operations or cash flows.

4.   Mortgage Loans Held For Sale

     Mortgage loans held for sale,  including any deferred loan origination fees
     or costs, are carried at the lower of cost or market value as determined by
     outstanding  commitments  from  investors,  net of  reserves  for  recourse
     mortgages.  Gains  resulting from sales of mortgage loans are recognized as
     of the  date  the  loans  are  sold  to  permanent  investors.  Losses  are
     recognized  when the market value is determined to be lower than cost.  The
     Company  follows a strategy  of selling  all of its  originated  loans on a
     non-recourse  basis.  This  strategy  allows the  Company  to (i)  generate
     near-term cash revenues, (ii) limit the Company's exposure to interest rate
     fluctuations and (iii)  substantially  reduce any potential expense or loss
     in the  event  the loan goes  into  default  after  the first  month of its
     origination.  The Company sells loans without  recourse that may have to be
     subsequently  repurchased  if a defect  that  occurred  during  the  loan's
     origination  process results in a violation of a representation or warranty
     made in  connection  with  the  sale of the  loan.  When a loan  sold to an
     investor  without  recourse fails to perform  according to its  contractual
     terms,  the  investor  will  typically  review  the loan file to  determine
     whether  defects in the  origination  process  occurred and if such defects
     give  rise to a  violation  of a  representation  or  warranty  made to the
     investor in connection  with the sale. If such a defect is identified,  the
     Company may be  required to either  repurchase  the loan or  indemnify  the
     investor for losses  sustained.  If there are no such defects,  the Company
     has no commitment to repurchase the loan. During the first quarter of 2004,
     the Company was required to  indemnify  IMPAC (see Note 8) for two loans in
     the amount of approximately $324,000. The indemnification resulted from the
     borrowers defaulting on their loans. The properties were then foreclosed by
     IMPAC and the properties were sold at approximately 50% below the appraised
     fair market value.  The losses were not covered by the Company's Errors and
     Omissions  policy.  The amount was  recorded as a reduction to the gains on
     sale of mortgage  loans for the three months  ended March 31,  2004.  As of
     March  31,  2004 the  amount of loans  sold


                                       8

<PAGE>

     without recourse that may be subject to repurchase was approximately  $64.4
     million. The Company has reserved $50,000 as of March 31, 2004 to cover the
     estimated loss exposure  related to the loan  origination  process  defects
     that are inherent for these loans.

5.   Income Taxes

     The  Company  accounts  for  income  taxes  under the  liability  method as
     required by SFAS No. 109. The Company has net operating loss  carryforwards
     for New York State tax and Federal tax purposes of approximately $8,739,000
     and $6,724,000 at March 31, 2004, respectively,  which expire through 2021.
     Tax benefits from the utilization of net operating loss  carryforwards will
     be recorded  at such time and to such  extent,  they are  assured  beyond a
     reasonable doubt. As such, the resulting  estimated  deferred tax assets of
     approximately  $2,460,000  as of March  31,  2004,  have  been  offset by a
     corresponding  valuation  allowance of $1,460,000.  The Company  recorded a
     deferred tax provision of approximately $88,000,  offset by a corresponding
     adjustment to its valuation allowance,  during the three months ended March
     31, 2004.

6.   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  shares  of common  stock
     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.  Approximately  38,250 and 49,750 options were not included in the
     dilutive earnings per share calculation because the exercise price of these
     options were greater the average market price of the common stock,  for the
     quarters ended March 31, 2004 and 2003, respectively.

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

                                                    Three Months Ended March 31,
                                                      2004                2003
                                                      ----                ----
      Numerator:
       Net income                                   $ 212,523         $ 457,069
                                                    =========         =========

      Denominator:
       Weighted average shares                      3,907,000         3,907,000

      Effect of dilutive securities:
       Employee stock options                         241,111           253,988
                                                    ---------         ---------

      Denominator for diluted earnings per share-
       adjusted weighted average shares after


                                       9

<PAGE>


       assumed  conversions                          4,148,111        4,160,988
                                                    ==========        =========

7.   Notes Payable

     At March 31, 2004,  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
     originally provided 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 was
     originally 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.  Additionally,  it reduced the interest payable to the
     prime rate.  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.  Subsequently,  IMPAC
     waived this condition and approved the increase.  On May 1, 2004, the index
     on the warehouse  line changed from the prime rate to one-month  LIBOR plus
     2.9%.  The IMPAC Line has no stated  expiration  date but is  terminable by
     either party upon written notice.  The balance  outstanding on this line at
     March 31, 2004 was approximately $27.6 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
     one-month  LIBOR  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
     March 31, 2004 was approximately $3.1 million.

     On November  10, 2003,  the Company  entered  into a Master  Mortgage  Loan
     Purchase Agreement that provides the Company with a warehouse facility (the
     "Gateway Line") through Gateway Bank, F.S.B. ("Gateway").  The Gateway Line
     provides a  committed  warehouse  line of credit up to $12  million for the
     Company's  mortgage  originations  only. The Gateway Line is secured by the
     mortgage  loans  funded  with  proceeds  of such  borrowings.  Interest  is
     variable  and payable  based on the prime rate as  published in the Federal
     Reserve  Statistical  Release H.15 (519) plus 1.50% with a


                                       10

<PAGE>

     minimum interest rate of 5.50%. The Gateway Line is renewable  annually and
     may be terminated by written  instruction by either party. The total amount
     outstanding on the Gateway Line was $868,626 at March 31, 2004.

     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 $208,000 at March 31, 2004.

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.

     In the ordinary course of business,  the Company had issued  commitments to
     borrowers to fund, at locked in interest rates, approximately $29.7 million
     of mortgage loans at March 31, 2004.  These interest rate loan  commitments
     ("IRLC")  that  relate  to a  mortgage  loan that will be held for sale are
     accounted for as derivative  instruments  at fair value under SFAS No. 133,
     as  amended.  Any change in the fair value of the IRLC  between the lock in
     date and the reporting date is recognized  currently in operations.  During
     the three months ended March 31, 2004,  the change in the fair value of the
     loan commitments was not material.

     The Company reduces its exposure to interest rate  fluctuations  related to
     its IRLCs,  by  entering  into  contracts  to sell either  Mortgage  Backed
     Securities  ("MBS") or treasury notes.  Generally,  no cash is exchanged at
     the outset of these contracts. Generally these contracts do not qualify for
     hedge  accounting  pursuant to SFAS No. 133,  as amended,  accordingly  the
     gains or losses are recognized currently in operations.  At March 31, 2004,
     the notional  amount of the MBS  contracts was $3 million.  The  unrealized
     gains/losses  of the MBS contracts for the period ended March 31, 2004 were
     not material to the financial statements of the Company.

     In the normal course of its mortgage banking activities, the Company enters
     into contracts to sell the mortgage  loans that it originates.  The Company
     commits to sell the loans at specified prices in future periods,  generally
     up to 30  days  from  the  date  of  the  contract  directly  to  permanent
     investors.  The effect of these sales  contracts  has


                                       11

<PAGE>

     been to  eliminate  the  Company's  exposure to interest  rate risk for the
     applicable mortgage loans held for sale.

     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 three
     warehouse  facilities  (the IMPAC Line, the Provident Line, and the Gateway
     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 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 transferred certain real property to the Company and
     in December  2003 the Company  sold the real  property and paid Wells Fargo
     $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  that began in
     January 2004 and approximately $120,000 was paid following the execution of
     the Settlement  Agreement,  with such amounts expected to be collected from
     Geneva's Errors & Omissions policy. The Company currently has approximately
     $270,000 included in other receivables and $180,000 in accrued  liabilities
     related to the settlement with Wells Fargo as of March 31, 2004.


                                       12


<PAGE>


10.  Segment and Product Information


     The Company operates in one business segment, namely, mortgage banking.

     The Company  originates  mortgage loans in two sales  channels,  retail and
     wholesale.  During  the  three  months  ended  March  31,  2004  and  2003,
     approximately  41%  and 57% of the  Company's  mortgage  originations  were
     derived from the retail sales  channel and  approximately  59% and 43% from
     the wholesale channel, respectively.

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
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.

                                       13

<PAGE>

     Results of Operations

     Quarter Ended March 31, 2004 Compared to Quarter Ended March 31, 2003

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


                                                   Quarters Ended March 31
                                                   -----------------------
                                                    2004             2003
                                                   -----------------------

     Gains of sales of mortgage loans, net         $1,903,417    $2,510,090
     Interest earned                                  522,687       504,350
                                                   ----------    ----------
     Total revenues                                $2,426,104    $3,014,440
                                                   ==========    ==========

     Gains  on sales of  mortgage  loans  decreased  $606,673,  or 24%,  to $1.9
     million  for the quarter  ended  March 31,  2004 from $2.5  million for the
     quarter ended March 31, 2003. This decrease was primarily due to a decrease
     in loan  volume due to a rise in interest  rates that impact the  refinance
     market.  Mortgage loan  originations  were $85.0 million and $117.2 million
     for the  quarters  ended  March 31, 2004 and 2003,  respectively.  This 27%
     decrease was  primarily  the result of the decrease in retail loan sales to
     $35.1  million for the quarter  ended March 31, 2004 from $66.7 million for
     the quarter  ended March 31, 2003 as well as a decrease in  wholesale  loan
     originations  to $49.9  million for the  quarter  ended March 31, 2004 from
     $51.3 million for the quarter  ended March 31, 2003.  For the quarter ended
     March 31, 2004,  approximately 41% of the Company's  mortgage  originations
     were derived from its retail  mortgage  operations  compared to 57% for the
     quarter ended March 31, 2003. During the first quarter of 2004, the Company
     was  required  to   indemnify   IMPAC  for  two  loans  in  the  amount  of
     approximately  $324,000.  The  indemnification  resulted from the borrowers
     defaulting on their loans. The properties were then foreclosed by IMPAC and
     the  properties  were sold at  approximately  50% below the appraised  fair
     market  value.  The losses  were not  covered by the  Company's  Errors and
     Omissions  policy.  The amount was  recorded as a reduction to the gains on
     sale of mortgage loans for the three months ended March 31, 2004.

     Interest earned increased $18,337, or 4%, to $523,000 for the quarter ended
     March 31, 2004 from  $504,000 for the quarter  ended March 31,  2003.  This
     increase was primarily due to higher  interest  rates  combined with higher
     outstanding  balances  over a longer  period of time,  partially  offset by
     lower  volume for the  quarter  ended  March 31,  2004 as  compared  to the
     quarter ended March 31, 2003.

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

                                                       Quarters Ended March 31
                                                      --------------------------
                                                         2004            2003
                                                         ----            ----

     Compensation and benefits                        $1,110,516     $ 1,197,799
     Interest expense                                    258,150         360,304
     Other general and administrative                    844,915         999,268
                                                      ----------     -----------
     Total expenses                                   $2,213,581     $ 2,557,371


                                       14

<PAGE>

     Compensation and benefits decreased $87,283, or 7%, to $1.1 million for the
     quarter  ended March 31, 2004 from $1.2 million for the quarter ended March
     31, 2003.  This  decrease  was  primarily  due to lower sales  salaries and
     commission,  which are based  substantially on mortgage loan  originations.
     These costs are volume  driven and  decreased due to the decrease in retail
     loan originations.

     Interest expense  decreased  $102,154,  or 28%, to $258,000 for the quarter
     ended March 31, 2004 from  $360,000  for the quarter  ended March 31, 2003.
     This  decrease was  primarily  attributable  to higher  balances and higher
     interest  rates on the Company's  warehouse  facility for the quarter ended
     March 31, 2003 as compared to the quarter ended March 31, 2004.

     Other general and  administrative  expense decreased  $154,353,  or 15%, to
     $845,000 for the quarter ended March 31, 2004 from $999,000 for the quarter
     ended March 31, 2003. This decrease was primarily due to decreased expenses
     in  connection  with  obtaining  leads  through the internet and  decreased
     warehouse fees, partially offset by increased legal and professional fees.

     Liquidity and Capital Resources

     At March 31,  2004 the  Company's  principal  financing  needs  consist  of
     funding  mortgage  loan  originations.  To meet these  needs,  the  Company
     currently  relies on borrowings  under three  warehouse lines of credit and
     cash flow from operations.  The amount of outstanding  borrowings under the
     warehouse lines of credit at March 31, 2004 was $31.5 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
     originally provided 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 was
     originally 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.  Additionally,  it reduced the interest payable to the
     prime rate.  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.  Subsequently,  IMPAC
     waived this condition and approved the increase.  On May 1, 2004, the index
     on the warehouse line changed from the prime rate to one-month  LIBOR.  The
     IMPAC Line has no stated  expiration date but is terminable by either party
     upon written notice. The balance outstanding on this line at March 31, 2004
     was approximately $27.6 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


                                       15

<PAGE>


     Provident Line is secured by the mortgage loans funded with the proceeds of
     such  borrowings.  Interest  is  variable  and  payable  monthly  based  on
     one-month  LIBOR  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 approximately $3.1
     million on March 31, 2004.

     On November  10, 2003,  the Company  entered  into a Master  Mortgage  Loan
     Purchase Agreement that provides the Company with a warehouse facility (the
     "Gateway Line") through Gateway Bank, F.S.B. ("Gateway").  The Gateway Line
     provides a  committed  warehouse  line of credit up to $12  million for the
     Company's  mortgage  originations  only. The Gateway Line is secured by the
     mortgage  loans  funded  with  proceeds  of such  borrowings.  Interest  is
     variable  and payable  based on the prime rate as  published in the Federal
     Reserve  Statistical  Release H.15 (519) plus 1.50% with a minimum interest
     rate of 5.50%. The Gateway Line is renewable annually and may be terminated
     by written instruction by either party. The total amount outstanding on the
     Gateway Line was $868,626 at March 31, 2004.

     The Company  expects that the existing  IMPAC Line along with the Provident
     Line and  Gateway  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.

     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 $208,000 at March 31, 2004.

     Net cash used in  operations  for the three months ended March 31, 2004 was
     $5.6 million, primarily due to an increase in mortgage loans held for sale.
     The Company used cash to increase the borrowings  under its warehouse lines
     of credit by approximately $6.0 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 March 31, 2004 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 March 31, 2004 that has materially
     affected,  or is  reasonably  likely to  materially  affect,  our  internal
     control over financial reporting.


                                       16

<PAGE>

<TABLE>

                            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 Small Business Issuer Purchases of Equity
     Securities

             None.

     Item 3. Defaults Upon Senior Securities

             None.

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

             None.

     Item 5. Other Information

             None.

     Item 6. Exhibits and Reports on Form 8-K

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

<S>                               <C>                                       <C>

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

                 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


</TABLE>
                                       17

<PAGE>

          (b) Reports on Form 8-K.

               The Company filed no reports on form 8-K during the quarter ended
               March 31, 2004.




                                       18


<PAGE>

                                   SIGNATURES

Pursuant in accordance with the requirements of the Exchange Act, the registrant
has 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
                                    (Principal Executive Officer)

                                  By:/s/ Noel Ratner
                                     ---------------------------
                                     Noel Ratner
                                     Chief Financial Officer
                                    (Principal Financial and Accounting Officer)



Dated: May 17, 2004


                                       19