<PAGE>   1

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

                                   FORM 10-K/A

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

                   For The Fiscal Year Ended December 31, 2000

                                       OR

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

                         Commission file number 0-19391

                              NAB ASSET CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                 Texas                                     76-0332056
    (State or other jurisdiction of                     (I.R.S. Employer
     incorporation or organization)                    Identification No.)


     4144 N. Central Expressway,
            Suite 200,
            Dallas, TX                                       75204
(Address of principal executive offices)                   (Zip Code)


       Registrant's telephone number, including area code: (888) 451-7830

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.10 Par Value
                                (Title of Class)

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of April 17, 2001 was $255,000 based upon the closing price as of
such date.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:

         Title of Class                       Outstanding at April 17, 2001
         --------------                       -----------------------------
         Common Stock                                  5,091,300

NAB Asset Corporation ("NAB" or the "Company") hereby amends its Annual Report
on Form 10K for the year ended December 31, 2000 by the addition of items 10,
11, 12 and 13 as set forth below.



<PAGE>   2

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Directors and Executive Officers

<TABLE>
<CAPTION>
                                                      BUSINESS EXPERIENCE DURING
       NAME                 AGE                            PAST FIVE YEARS
-----------------------     ---    ----------------------------------------------------------------
<S>                         <C>    <C>
Charles E. Bradley, Sr.     71     Chairman of the Board, Chief Executive Officer and director of
                                   NAB since June 1996. Chairman of the Board of Consumer Portfolio
                                   Services, Inc. ("CPS") since its formation in March 1991.
                                   Chairman of the Board of Chatwins Group, Inc. from 1988 to March
                                   2000. One of the founders of Stanwich Partners, Inc.
                                   ("Stanwich"), a Connecticut investment firm that acquires
                                   controlling interest in companies in conjunction with the
                                   existing operating management of such companies, and has been
                                   President, Director and a shareholder of that company since its
                                   formation in 1982. Director of Reunion Industries, Inc. since
                                   June 1995 and president from October 1995 to March 2000. Director
                                   of DeVlieg-Bullard, Inc., Sanitas, Inc. and Texon Energy
                                   Corporation, all three of which are inactive. Father of Charles
                                   E. Bradley, Jr.

Charles E. Bradley, Jr.     41     President and Director of CPS since its formation in March 1991.
                                   In January 1992, appointed Chief Executive Officer of CPS.
                                   Director of Texon Energy Corporation and Thomas Nix Distributor,
                                   Inc. Son of Charles E. Bradley, Sr. Director of NAB since June
                                   1996.

James B. Gardner            66     Managing Director of Service Asset Management Company since May
                                   1994. Director of Century Telephone Enterprises, Inc., and Ennis
                                   Business Forms, Inc. Director of NAB since November 1996.

Jeffrey W. Kramer           36     Director of the commercial bank and securities units of West LB.
                                   Vice President of Rothschild Inc. from May 1999 to November 2000.
                                   Vice President of Nomura Securities International, Inc. from
                                   April 1998 to May 1999. Director of Black Diamond Advisors, Inc.,
                                   from March 1996 to March 1998. From 1987 to 1996 served in
                                   various capacities in the asset finance group at Financial
                                   Security Assurance, Inc. Director of NAB since February 1998.

James Hinton                50     President of Mortgage Portfolio Services, Inc. ("MPS") since
                                   April 1996. From 1992 to 1996 he served as Executive Vice
                                   President in charge of the mortgage banking division of Pacific
                                   Southwest Bank in Dallas, Texas. Director of NAB since January
                                   2000.

Alan Ferree                 42     Senior Vice-President, Chief Financial Officer and Secretary of
                                   NAB since January 1997. From 1995 to 1996 he served as Senior
                                   Vice President of Pacific Southwest Bank in Dallas, Texas.
</TABLE>

Bankruptcy Proceedings

     Mr. Bradley, Sr. is chairman of the board of directors of DeVlieg-Bullard,
Inc. On July 15, 1999, DeVlieg-Bullard, Inc. filed a voluntary petition in the
United States bankruptcy court for the northern district of Ohio for
reorganization under chapter 11 of the United States bankruptcy code. Mr.
Bradley, Jr. is chairman of the board of members and chief executive officer of
LINC Acceptance Company, LLC.


                                       2

<PAGE>   3

LINC Acceptance Company is a majority-owned subsidiary of Consumer Portfolio
Services, Inc., which engaged in the business of purchasing retail motor vehicle
installment purchase contracts. On October 29, 1999, three former employees of
LINC Acceptance Company filed an involuntary petition in the United States
bankruptcy court for the district of Connecticut seeking LINC Acceptance
Company's liquidation under chapter 7 of the bankruptcy code.

Board and Committee Meetings

     The board of directors met two times during the 2000 fiscal year. Standing
committees of the board include an audit committee and a compensation committee,
both of which met concurrently with the board of directors during the period.
The audit committee met one additional time.

     The audit committee is comprised of Messrs. Gardner (Chairman) and Kramer,
each of whom are non-employee directors. The committee addresses matters which
include, among other things, (1) making recommendations to the board regarding
engagement of independent auditors, (2) reviewing with financial management the
plans for, and results of, the independent audit engagement, (3) reviewing the
adequacy of the system of internal accounting controls and (4) reviewing legal
and regulatory matters that may have a material impact on the financial
statements.

     The compensation committee is comprised of Messrs. Gardner (Chairman) and
Kramer. All members are non-employee directors. The committee's primary
functions are to determine remuneration policies applicable to the executive
officers and to determine the bases of the compensation of the chief executive
officer, including the factors and criteria on which such compensation is to be
based.

     During the last fiscal year, each incumbent director other than Mr.
Bradley, Jr. attended all meetings of the Board of Directors and all meetings of
committees of the Board on which he served. Mr. Bradley, Jr. attended one
meeting during the fiscal year.

Report of the Audit Committee

     In accordance with the Audit Committee Charter, adopted by the Board of
Directors, the Audit Committee reviewed and discussed the Company's audited
consolidated financial statements for the year ended December 31, 2000 with
management and KPMG LLP ("KPMG"), the Company's auditors. The Audit Committee
reviewed and discussed with KPMG all matters required by auditing standards
generally accepted in the United States of America, including Codification of
Statements on Auditing Standards No. 61. The Audit Committee received the
written disclosures and the letter from KPMG required by Independence Standards
Board No. 1, Independence Discussion with Audit Committees, and discussed with
KPMG any relationships that might impair the firm's independence from management
and the Company and satisfied itself as to KPMG's independence.

     Based upon these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the Company's audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 filed with the Securities and Exchange Commission.


THE AUDIT COMMITTEE

James B. Gardner
Jeffrey W. Kramer


                                       3

<PAGE>   4

Audit Fees and All Other Fees

     The following sets forth the aggregate fees billed to the Company for the
year ended December 31, 2000 by KPMG.

                               Fees Billed By KPMG

           Category                                       Amount
           --------                                      --------
           Audit Fees(1)                                 $125,000
           Tax Consultation(2)                           $ 44,000

---------------
(1)  Includes those fees for professional services rendered for the audit of the
     consolidated financial statements relating to the year ended December 31,
     2000 and the reviews of the consolidated financial statements included in
     the Quarterly Reports on Form 10-Q filed with the Securities and Exchange
     Commission during 2000.

(2)  The Audit Committee has considered whether the provision of these services
     is compatible with maintaining KPMG's independence.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and holders of more
than 10% of the Company's Common Stock to file with the SEC initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Company. Such officers, directors and 10% stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

     Based solely on its review of such forms that it received, or written
representations from reporting persons that no Forms 4 or 5 were required for
such person, the Company believes that, during fiscal 2000, the Section 16(a)
filing requirements under Section 16(a) of the Exchange Act were satisfied on a
timely basis.

ITEM 11. EXECUTIVE COMPENSATION

     The following table sets forth all compensation earned during 1998, 1999
and 2000 by the Company's Chief Executive Officer, all other persons who are or
may be deemed to be current executive officers and the former president of the
Company.

<TABLE>
<CAPTION>
                                                         Long Term
                                                        Compensation
                                                           Awards
                               Annual Compensation       Securities            All Other
                            -------------------------    Underlying         Compensation($)
                            Fiscal Year     Salary($)      Options            (1)(2)(3)(4)
                            -----------     ---------   ------------        ---------------
<S>                         <C>             <C>         <C>                 <C>
Charles E. Bradley, Sr.        2000          125,000         --                     --
Chairman of the Board          1999           36,458         --                     --
and Chief Executive            1998          121,873         --                     --
Officer

Alan Ferree                    2000          148,000         --                     --
Senior Vice President          1999          142,750         --                 25,000
And Chief Financial            1998          130,000         --                 25,000
Officer

James Hinton                   2000          192,500         --                448,933
Director, President of         1999          171,428         --                448,933
Mortgage Portfolio             1998          225,000         --                  6,600
Services, Inc.

Michael W. Caton               1999           90,951         --                113,247
Former President and           1998          210,000         --                270,600
Director
</TABLE>


                                       4

<PAGE>   5
--------------
(1)  Includes car allowances.

(2)  Mr. Caton resigned effective July 1999. A firm of which he is an affiliate
     is currently paid $15,150 monthly by the Company for consulting services.
     See Employment and Other Compensation Agreements.

(3)  Mr. Hinton is party to a deferred compensation arrangement as settlement
     for a prior stock option incentive agreement terminated in 1998. See
     Employment and Other Compensation Agreements.

(4)  Includes amounts paid under the terminated stock option plan.

Termination of Stock Option Plans

     In June 1996, the board of directors adopted, subject to shareholder
approval, the 1996 Incentive Stock Option Plan, referred to as the "incentive
plan" and the 1996 Non-Employee Director Stock Option Plan, referred to as the
"director plan." The incentive plan provided for, among other things, the grant
of options to key employees to purchase shares of the Company's common stock.
The director plan provided for, among other things, the grant of options to
purchase shares of the Company's common stock to directors who were not
employees.

     In September 1997, the board of directors terminated the incentive plan and
the director plan, and, by agreement with the optionees, terminated all
outstanding options under both plans. Accordingly, currently there are no
employee or director stock option plans, and there are no currently outstanding
stock options held by any employee or director.

     In April 1998, the board of directors authorized payments to present or
former directors and executive officers that held such options, as compensation
in lieu of the options. In each case, the amount of the payment was determined
by multiplying the number of shares subject to the option by the amount by which
$5.00 exceeded the applicable per share option exercise price. At December 31,
2000 all required compensation payments had been satisfied, except for Mr.
Ferree who is due $25,000 for his 2000 compensation payment.

     Amounts paid to the executive officers named above resulting from the
terminated plan were as follows:

            Mr. Caton                   1998                 $274,000

            Mr. Ferree                  1999                 $ 25,000
                                        1998                 $ 25,000

Employment and other Compensation Agreements

     Mr. Hinton previously had an employment agreement with Mortgage Portfolio
Services, pursuant to which he served as president and chief executive officer
of Mortgage Portfolio Services for a salary of $275,000 per year. Under the
agreement, he received a car allowance of $550 per month and was eligible to
receive an annual bonus at the discretion of the board of directors of Mortgage
Portfolio Services. The agreement expired on March 18, 2001 and has not been
renewed. In 1999, Mr. Hinton elected to take no salary for three months. In
2000, Mr. Hinton voluntarily reduced his annual compensation by $82,500.


                                       5

<PAGE>   6

     In 1997, the Company entered into agreements with the executives of
Mortgage Portfolio Services, including Mr. Hinton that granted options to the
executives, exercisable only if certain conditions are satisfied, to acquire up
to 20% of the authorized common shares of Mortgage Portfolio Services. The
number of shares to be issued pursuant to the agreements was dependent upon
several factors, including the future earnings and value of Mortgage Portfolio
Services. Mr. Hinton's potential ownership was 37.5% of the 20%.

     On June 26, 1998 the Company entered into a restructure agreement with
Mortgage Portfolio Services and the executives which terminated the options. Mr.
Hinton, in exchange for the termination of the options, entered into a deferred
compensation arrangement that requires the Company to pay annual installments of
$442,000, $422,000 and $422,000 over the three-year period beginning June 26,
1999, as long as Mr. Hinton continues employment with Mortgage Portfolio
Services. If Mr. Hinton is terminated without cause all remaining amounts due
under the deferred compensation arrangement become immediately due to Mr.
Hinton.

     The Company also granted loans to the executives, in which Mr. Hinton
received $1,200,000, which are repayable in three equal annual installments,
plus interest at 5.7% per annum, beginning June 30, 1999. The loans are secured
by the Mortgage Portfolio Services stock that each executive owns. If Mr. Hinton
terminates his employment with Mortgage Portfolio Services for any reason prior
to the end of the three-year period, all remaining amounts under the note become
immediately payable.

     In June 1999, Mr. Caton resigned his position as president. The Company
entered into a consulting arrangement with Caton Financial Services, Inc., a
company controlled by Mr. Caton, that expires in December 2002. During that
period Caton Financial Services will, upon request, provide consulting services
to the Company on acquisitions and dispositions of business investments, debt
financing and other organizational matters. Caton Financial Services is being
paid a monthly consulting retainer of $15,150. In addition, Caton Financial
Services may earn fees in respect of certain transactions completed by the
Company, if initiated by Caton Financial Services. The retainer paid to the date
of any such transaction or transactions will offset amounts otherwise due.

     In connection with Mr. Caton's resignation, the Company repurchased Mr.
Caton's stock ownership in two of the Company's subsidiaries. The purchase price
totaled $108,000, of which $53,000 is payable in equal monthly installments of
$1,300 to December 2002.

Director Compensation

     Directors who are officers or employees do not receive any additional
compensation for serving as directors or as members of committees of the board
of directors. Directors who are not officers or employees each receive an annual
retainer of $15,000 and a fee of $750 for each meeting of the board of directors
or committee of the board which he attends. Directors are reimbursed for
out-of-pocket costs incurred in connection with attending meetings.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

     During the last fiscal year, the compensation committee was composed of
Messrs. Gardner and Kramer. Neither of these persons at any time has been an
officer or employee of the Company or any of its subsidiaries. In addition,
there are no relationships among our executive officers, members of the
compensation committee or entities whose executives serve on our board or the
compensation committee that require disclosure under applicable regulations
promulgated by the Securities and Exchange Commission.


                                       6

<PAGE>   7

Report of Compensation Committee on Executive Compensation

     The Compensation Committee of the Board of Directors provides advice and
recommendations to the Board of Directors concerning the salaries and bonuses of
the officers of NAB. The Board of Directors approves those salaries and bonuses.
This report describes the policies and principles that shape the structure of
NAB's executive compensation program.

     NAB's executive compensation program is structured to achieve the following
objectives:

o    to attract, retain and motivate highly qualified, energetic and talented
     executives;

o    to create an incentive to increase stockholder returns by establishing a
     direct and substantial link between individual compensation and certain
     financial measures which have a direct effect on stockholder values, and;

o    to create substantial long-term compensation opportunities for individual
     executive officers based not only on long-term corporate performance but
     also on sustained long-term individual performance.

     To achieve its compensation objectives, NAB has structured an executive
compensation program using a combination of short-term and long-term elements:
(i) annual salary, (ii) annual bonus, and (iii) if warranted, long-term
contingent performance bonuses. In addition, the executive officers of NAB are
eligible to receive other benefits such as medical benefits, which are generally
available to employees of NAB and its subsidiaries.

     In structuring the specific components of executive compensation, NAB is
guided by the following principles:

o    annual compensation should be set within reasonable ranges of the annual
     compensation for similar positions with similarly-sized and types of
     companies, which engage in one or more of the principal businesses in which
     NAB engages.

o    bonus payments should vary with the individual's performance and NAB's
     financial performance; and

CEO Compensation

     NAB's current Chief Executive Officer (Mr. Bradley, Sr.) currently receives
a salary at the rate of $125,000 per year. Due to the continued losses of the
Company since 1998, the compensation of the Chief executive officer has remained
unchanged since 1998 and no bonuses have been paid. During 2000 he did not
participate in any employee benefit programs of NAB. There is currently no
long-term incentive compensation program at NAB.

THE COMPENSATION COMMITTEE

James B. Gardner
Jeffrey W. Kramer


                                       7

<PAGE>   8

Company Stock Performance

     The following graph shows a comparison, for the period June 6, 1996 through
December 31, 2000, of the cumulative total return for the Company as compared to
the NASDAQ Composite Index and the NASDAQ Financial Industry Index. Prior to
June 6, 1996 the Company was engaged in a business (real estate ownership and
management) which is unrelated to its current business (financial services).
Further, the Company's management changed completely on June 6, 1996, as part of
a reorganization. The Company believes therefore that a comparison covering the
period prior to June 6, 1996 would not be meaningful and could be misleading.

  Comparison of Cumulative Total Return of Company, Peer Group and Broad Market

<TABLE>
<CAPTION>

Company/Index/Market            6/6/96     6/30/96     9/30/96    12/31/96     3/31/97
--------------------           -------    --------    --------    --------    --------
<S>                            <C>        <C>         <C>         <C>         <C>
NAB Asset Corporation              100      132.11      132.11      227.53      176.15
NASDAQ Financial                   100       99.53      108.79      121.86      126.66
NASDAQ Composite                   100       96.23      100.04      105.24       99.52

<CAPTION>
                               6/30/97     9/30/97    12/31/97     3/31/98     6/30/98
                               -------    --------    --------    --------    --------
<S>                            <C>        <C>         <C>         <C>         <C>
NAB Asset Corporation           154.13      146.79      121.10      190.83      139.45
NASDAQ Financial                147.73      172.36      190.95      197.87      192.61
NASDAQ Composite                118.05      138.19      128.81      151.14      155.35

<CAPTION>
                               9/30/98    12/31/98     3/31/99     6/30/99     9/30/99
                               -------    --------    --------    --------    --------
<S>                            <C>        <C>         <C>         <C>         <C>
NAB Asset Corporation           102.75       88.07       66.06       47.71       22.02
NASDAQ Financial                158.92      185.67      179.34      193.95      162.51
NASDAQ Composite                139.21      180.63      202.80      221.27      226.38

<CAPTION>
                              12/31/99     3/31/00     6/30/00     9/30/00    12/31/00
                               -------    --------    --------    --------    --------
<S>                            <C>        <C>         <C>         <C>         <C>
NAB Asset Corporation            14.68       12.85        7.34        5.51         .92
NASDAQ Financial                169.03      159.43      145.00      176.20      187.63
NASDAQ Composite                335.74      376.96      327.33      303.14      202.90
</TABLE>


                                       8

<PAGE>   9

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number and percentage of shares of NAB
Common Stock (its only class of voting securities) owned beneficially as of
April 17, 2001 (i) by each person known to the Company to own beneficially more
than 5% of the outstanding Common Stock, (ii) by each director and executive
officer of the Company, and (iii) by all directors and executive officers of the
Company as a group. The table also sets forth the business address of each such
5% beneficial owner. Except as otherwise indicated, and subject to applicable
community property and similar laws, each of the persons named has sole voting
and investment power with respect to the shares shown as beneficially owned.

<TABLE>
<CAPTION>
                                                                      Percent of Class
   Name and Address                     Number of Shares Owned       Beneficially Owned
--------------------------              ----------------------       ------------------
<S>                                     <C>                          <C>
Charles E. Bradley, Jr.                      1,934,706(1)                   38.00%
c/o Consumer Portfolio Services, Inc.
16355 Laguna Canyon Road
Irvine, CA 92618

Charles E. Bradley, Sr.                      1,934,706(1)                   38.00%
c/o Stanwich Partners, Inc.
One Stamford Landing
62 Southfield Avenue
Stanford, CT 06902

James B. Gardner **                                500                          *

Jeffrey W. Kramer **                                --                          *

Alan Ferree **                                  10,400                          *

James E. Hinton **                               2,100                          *

All officers and directors as a group
(six persons)                                1,947,706(2)                   38.26%

Consumer Portfolio Services, Inc.            1,934,706                      38.00%
16355 Laguna Canyon Road
Irvine, CA 92618

Greenhaven Associates, Inc.                    405,300(3)                    8.21%
Three Manhattanville Road
Purchase, N.Y. 10577

Central National-Gottesman, Inc., et al        339,825(4)                    6.67%
Three Manhattanville Road
Purchase, N.Y. 10577
</TABLE>


                                       9


<PAGE>   10
----------------
 *   Indicates less than 1%

 **  The address for these individuals is 4144 North Central Expressway, Dallas,
     Texas, 75204

(1)  These shares are owned by Consumer Portfolio Services, Inc. ("CPS"). The
     named individual may be deemed to be a beneficial owner of such shares
     because he is an affiliate of CPS.

(2)  Includes the shares as to which note (1), above, applies.

(3)  Greenhaven Associates, Inc. ("Greenhaven"), an investment adviser under the
     Investment Advisers Act of 1940 that is owned and controlled by Edgar
     Wachenheim, III, has sole voting and investment power with respect to
     110,400 such shares and shared investment power with respect to 294,900
     such shares held in other customers' accounts managed by Greenhaven. No
     such client has an interest that relates to more than 5% of the outstanding
     shares of Common Stock. The above information is based upon information
     contained in Amendment No. 9 to a Schedule 13G dated January 3, 2001, filed
     with the SEC by Greenhaven.

(4)  The following entities and individuals have filed with the SEC a joint
     Amendment No. 3 to Schedule 13G dated January 30, 1997 as to these shares:
     Central National Gottesman, Inc., Asgot Securities, Inc., Central National
     Gottesman Profit Sharing Trust, Sue and Edgar Wachenheim Foundation, Cenwac
     Securities, Inc., Cenro Corporation, Sejak Corporation, Edgar Wachenheim
     III, James G. Wallach, Kate W. Cassidy, Kenneth L. Wallach and Mary & James
     G. Wallach Foundation. The filing states that all persons and entities
     making the filing have shared power to vote and dispose of the shares
     covered by such filing, except that Mr. Wachenheim has sole power to vote
     and dispose of 21,375 of such shares.

Changes in Control

     On March 16th, 2001, the Company entered into a stock purchase agreement
(the "Stock Purchase Agreement") with Centex Financial Services, Inc. ("CFS").
Pursuant to the stock purchase agreement, the Company agreed to issue to CFS a
number of shares of common stock of the Company equal to 49.9% of the issued and
outstanding common stock of the Company. The shares issued pursuant to the Stock
Purchase Agreement will be in addition to the shares already owned by CFS. Under
the Stock Purchase Agreement, at closing CFS will (i) pay $0.125 (subject to
certain negative adjustments not to exceed $50,000 in the aggregate) multiplied
by the number of shares of common stock held by the Non-Principal Holders, and
(ii) pay to the Company sufficient cash to satisfy other outstanding debts and
claims of the Company. The Non-Principal Holders include all common shareholders
of the Company other than CFS, CPS and Greenhaven Associates, Inc. ("Greenhaven"
and, together with CPS and CFS, the "Principal Holders").

     As part of the Stock Purchase Agreement, the Company has agreed to solicit
acceptances of a prepackaged plan of reorganization (the "Plan of
Reorganization") under Chapter 11 of the United States Bankruptcy Code (the
"Bankruptcy Code") from the Company's shareholders that encompasses the
transactions described above. The Company has agreed to commence solicitation of
these acceptances as


                                       10

<PAGE>   11

soon as practicable following receipt of required Securities and Exchange
Commission approvals. Once the Company has received the requisite consents
necessary to satisfy applicable Bankruptcy Code requirements, the Company has
agreed to file a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code with the bankruptcy court. Consummation of transactions
contemplated by the Stocks Purchase Agreement is contingent upon approval of the
Plan of Reorganization by the bankruptcy court.

     At December 31, 2000 the Company has borrowed under notes from Stanwich
Financial Services Corp. ("SFSC") a total of $7,102,000. Mr. Bradley, Sr. owns
all of the outstanding common stock of SFSC. At the closing of the transactions
described above, SFSC will borrow $6,402,000, including a commitment fee of
$300,000, from CFS or an affiliate of CFS. The loan to SFSC will be secured by
the Company's borrowings from SFSC and will provide that, except for an
aggregate of $1,000,000 in principal payments and certain interest payments, all
amounts paid on the Company's loans from SFSC will be made to a paying agent for
remittance to CFS until SFSC borrowings from CFS are paid in full. SFSC will
only be obligated to repay amounts under this loan from the funds the Company
pays SFSC under the Company's loans from SFSC. As part of the transactions
described above, the Company will agree to prepay $250,000 of principal on the
loans from SFSC on each of the six month and one year anniversaries of the
closing date.

     As a result of the transactions contemplated by the Stock Purchase
Agreement, CFS will own a majority of the issued and outstanding common stock of
the Corporation following the closing. Following the closing, the Principal
Holders, other than CFS, will retain the number of shares of common stock they
currently hold.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Mr. Ferree loaned Construction Portfolio Funding, Inc. ("CPFI"), a
subsidiary of the Company, $200,000 in March 2000. Mr. Ferree also advanced
Mortgage Portfolio Services $200,000 between April and May 2000 and an
additional $100,000 in March 2001. All of these sums have been repaid.

     Mr. Hinton advanced Mortgage Portfolio Services $125,000 in December 2000,
which has been repaid, and $220,000 in March 2001 which remains outstanding. Mr.
Hinton also has loaned to CPFI $300,000 in March 2000. The current balance on
this loan is $185,000.

     On March 15, 2000 NAB entered into a Second Debt Restructure Agreement,
effective March 7, 2000, with SFSC in which SFSC agreed to extend the maturity
dates on indebtedness from NAB to December 31, 2002. Additionally, SFSC agreed
to defer monthly interest payments, at NAB's option, on the indebtedness to
March 31, 2001; provided that any deferred interest payment will bear interest
at 14% per annum until paid. Beginning in March 2001, monthly principal payments
of $100,000 are required in addition to monthly interest (and any deferred
interest). At December 31, 2000, the Company had remaining indebtedness to SFSC
of $7,102,000.

     In May 1999, the Company advanced SFSC $921,000 pursuant to a promissory
note due September 30, 2000. This note was fully paid by SFSC in March 2000.


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<PAGE>   12

                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            NAB ASSET CORPORATION

Date: April 27, 2001                        /s/ Charles E. Bradley, Sr.
                                            ------------------------------------
                                                Charles E. Bradley, Sr.
                                                Chief Executive Officer,
                                                Chairman of the Board

Date: April 27, 2001                        /s/ Alan Ferree
                                            ------------------------------------
                                                Alan Ferree
                                                Senior Vice President,
                                                Chief Financial Officer


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