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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 2)



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(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, 2004



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



For the transition period from
                 to



Commission File Number 000-24051



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UNITED PANAM FINANCIAL CORP.

(Exact name of Registrant as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|California                                                     |  | 95-3211687                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



3990 Westerly Place,
Suite 200

Newport Beach, CA 92660

(Address of principal executive offices) (Zip Code)



(949) 224-1917

(Registrants telephone number, including area code)



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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes  x    No ̈



Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).    Yes ̈No  x



The number of shares outstanding of the Registrants Common Stock as of November 8,
2004 was 16,291,612 shares.



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EXPLANATORY NOTE



This quarterly report on Form 10-Q/A amends our original quarterly report on Form 10-Q for the quarter ended September 30,
2004, as amended, as of the date of filing the original Form 10-Q on November 19, 2004. We are amending the original quarterly report for the quarter ended September 30, 2004, as amended, to correct and restate the consolidated financial statements
for the quarters ended September 30, 2004 and 2003. The restated numbers for the quarters ended September 30, 2004 and 2003 and a further explanation about the restatements are included in the annual report on Form 10-K for the year ended December
31, 2004, which was filed on March 30, 2005.



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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.



|      |  |                  |  |                              |  |     |  |                                                     
|----- |  | ---------------- |  | ---------------------------- |  | --- |  | ----------------------------------------------------
|      |  |                  |  | United PanAm Financial Corp.
|      |  |                  |  |                             
|Date: |  | November 1, 2005 |  |                              |  | By: |  | /s/    RAY
THOUSAND                                 
|      |  |                  |  |                              |  |     |  | Ray Thousand                                        
|      |  |                  |  |                              |  |     |  | Chief Executive Officer and President               
|      |  |                  |  |                              |  |     |  | (Principal Executive Officer)                       
|      |  |                  |  |                             
|      |  | November 1, 2005 |  |                              |  | By: |  | /s/    GARLAND W.
KOCH                              
|      |  |                  |  |                              |  |     |  | Garland W. Koch                                     
|      |  |                  |  |                              |  |     |  | Executive Vice President and Chief Financial Officer
|      |  |                  |  |                              |  |     |  | (Principal Financial and Accounting Officer)