<PAGE>

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

                                   FORM 10-KSB
/X/     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

/ /     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1945 FOR THE TRANSITION PERIOD FROM __________ TO __________

                         COMMISSION FILE NUMBER 0-28894

                          ACCESS ANYTIME BANCORP, INC.
                 (Name of small business issuer in its charter)

                DELAWARE                                85-0444597
     (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

                  801 PILE STREET, CLOVIS, NEW MEXICO     88101
               (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (505) 762-4417

       SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NONE

       SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                           COMMON STOCK $.01 PAR VALUE
                           ---------------------------
                                (Title of class)

         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 / /

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB. /X/

         The issuer's revenues for the year ended December 31, 2000, were
$11,963,087.

         The aggregate market value of the voting stock held by non-affiliates
of the issuer, computed by reference to the average of the closing bid and asked
prices of such stock on the Nasdaq Small-Cap Market as of February 26, 2001 was
approximately $5,929,216. (The exclusion from such amount of the market value of
the shares owned by any person shall not be deemed an admission by the issuer
that such person is an affiliate of the issuer.)

         As of February 26, 2001, the issuer had outstanding 1,241,173 shares of
Common Stock, par value $0.01 per share, its only class of Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The following document is incorporated by reference into Part III of
this Annual Report on Form 10-KSB: Definitive Proxy Statement for the issuer's
2001 Annual Meeting of Stockholders.

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

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
                                                                                                         ----

                                                     PART I
<S>           <C>                                                                                        <C>
Item 1.       Description of Business.................................................................      4
              Overview................................................................................      4
              Lending Activities......................................................................      4
                  General.............................................................................      4
                  Loan Portfolio Composition..........................................................      6
                  One-to-Four Family Residential Mortgage Lending.....................................      8
                  Multi-Family and Commercial Real Estate Lending.....................................      9
                  Commercial Business Lending.........................................................     10
                  Construction Lending................................................................     10
                  Consumer Lending....................................................................     10
                  Loan Servicing......................................................................     11
              Originations, Purchases and Sales of Loans..............................................     11
              Asset Quality...........................................................................     12
                  Delinquent Loans....................................................................     12
                  Non-Performing Assets...............................................................     13
                  Criticized Assets...................................................................     14
                  Allowance for Loan Losses...........................................................     14
              Investment Activities...................................................................     16
                  General.............................................................................     16
                  Other Investments...................................................................     18
              Sources of Funds........................................................................     18
                  The Company.........................................................................     18
                  The Bank............................................................................     18
                  Borrowings..........................................................................     22
              Subsidiary of the Bank..................................................................     22
              Regulation..............................................................................     22
                  General.............................................................................     22
                  Regulation of the Company...........................................................     23
                  Federal Securities Law..............................................................     23
                  Insurance of Accounts and Regulations by the FDIC...................................     24
                  Regulatory Capital Requirements.....................................................     24
                  Limitations on Dividends and Other Capital Distributions............................     26
                  Liquidity...........................................................................     26
                  Accounting..........................................................................     26
                  Qualified Thrift Lender Test........................................................     27
                  Community Reinvestment Act..........................................................     27
                  Transactions with Affiliates........................................................     27
                  Federal Home Loan Bank System.......................................................     28
                  Regulatory Environment for 2001 and Final Regulatory Actions for 2000...............     28
              Federal and State Taxation..............................................................     30
                  Federal Taxation....................................................................     30
                  State Taxation......................................................................     31
              New Accounting Standards................................................................     31
              Competition.............................................................................     32
              Employees...............................................................................     32

                                                       (Continued)

                                                            2
<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)
                                                                                                         Page
                                                                                                         ----

Item 2.       Description of Property.................................................................     33

Item 3.       Legal Proceedings.......................................................................     33

Item 4.       Submission of Matters to a Vote of Security Holders.....................................     33

                                                     PART II

Item 5.       Market for Registrant's Common Equity and Related Stockholder Matters...................     34

Item 6.       Management's Discussion and Analysis or Plan of Operation...............................     35
                  Selected Consolidated Financial Highlights..........................................     35
                  General.............................................................................     37
                  Regulatory Matters..................................................................     38
                  Results of Operations...............................................................     39
                       Comparison of Years Ended December 31, 2000 and 1999...........................     41
                       Comparison of Years Ended December 31, 1999 and 1998...........................     41
                  Asset/Liability Management and Interest Rate Sensitivity............................     42
                  Liquidity and Capital Resources.....................................................     45
                  Asset Quality.......................................................................     46
                       Allowance for Loan Losses......................................................     46
                       Non-Performing Assets..........................................................     48
                       Investment Securities..........................................................     48
                  Off-Balance Sheet Financial Instruments.............................................     48
                  Income Taxes........................................................................     49
                  Impact of Inflation and Changing Prices.............................................     49
                  Impact of New Accounting Standards..................................................     49
                  Forward-Looking Statements..........................................................     50

Item 7.       Financial Statements....................................................................     50

Item 8.       Changes In and Disagreements with Accountants on Accounting and
              Financial Disclosures...................................................................     50

                                                     PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act.......................................     51

Item 10.      Executive Compensation..................................................................     51

Item 11.      Security Ownership of Certain Beneficial Owners and Management..........................     51

Item 12.      Certain Relationships and Related Transactions..........................................     51

Item 13.      Exhibits and Reports on Form 8-K........................................................     52

Signatures    ........................................................................................     54

Index to Consolidated Financial Statements............................................................    F-1

Glossary of Certain Terms.............................................................................    G-1
</TABLE>


                                                            3
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

PLEASE REFER TO THE GLOSSARY OF CERTAIN TERMS (PAGE G-1) FOR DEFINITIONS OF
VARIOUS TERMS.

OVERVIEW

         Access Anytime Bancorp, Inc. (the "Company") is a Delaware corporation
which was organized in 1996 for the purpose of becoming the thrift holding
company of First Savings Bank, F.S.B. renamed FirstBank (the "Bank"). The
Company owns all of the outstanding stock of the Bank, which is the Company's
principal asset. The Bank was originally chartered by the FHLBB in 1934.
Currently, deposits with the Bank are insured to the maximum extent permitted by
the SAIF, which is under the supervision of the FDIC. The Bank is a member of
the FHLB system and the Company and the Bank are subject to comprehensive
regulation, examination, and supervision of the OTS and the FDIC.

         The Bank is the largest financial institution headquartered in Clovis,
New Mexico, with approximately $154 million in assets. The Bank conducts full
service banking operations through five offices located in Clovis, Portales,
Gallup, and Albuquerque, New Mexico. The Company's executive offices are located
at 801 Pile Street, Clovis, New Mexico. The telephone number at that address is
(505) 762-4417. In general, the Bank has a normal lending territory, as defined
by federal regulations, that includes all areas within the State of New Mexico,
Arizona, and a 100 mile radius from the Company's main office in Clovis, New
Mexico, which extends into the State of Texas.

         On November 5, 1999, the Bank purchased certain assets and assumed all
of the liabilities of the Bank of Albuquerque's branch facilities located in
Clovis and Gallup, New Mexico. The Bank assumed approximately $23.9 million in
deposits and $2.3 million in net loans. The Bank opened a new full-service
branch in Albuquerque, New Mexico in June 2000, which allowed the Bank to
increase deposits, increase loans receivable, and further decrease FHLB
borrowings in the last half of 2000.

         The Company's and the Bank's revenues are derived principally from
interest on loans and securities, servicing fee income, income from deposit
account service charges and gains on the sale of loans. The results of
operations of the Company and the Bank, in general, are significantly influenced
by general economic conditions, the monetary and fiscal policies of the federal
government, competition in the Company's and the Bank's market area, and the
policies of financial institution regulatory authorities.

         The Bank is engaged in the business of attracting deposits from the
general public, making loans secured by first liens on single-family homes
(primarily for sale into the secondary market), consumer and commercial loans,
and investing in mortgage related securities. The principal sources of funds for
the Bank's lending and investing activities include the sale of loans, principal
payments and prepayments on loans and mortgage related securities, and deposits.
The Bank's primary sources of income are income on loans and securities, loan
servicing fees, income from deposit account service charges, and gains on the
sale of loans and loan servicing. Its principal expenses are interest paid on
deposits and borrowings and general operating expenses. The earnings of the Bank
depend primarily on the differences between its income from lending and
investment activities and the interest cost of its deposits and borrowings.

LENDING ACTIVITIES

         GENERAL. The Bank has historically originated fixed-rate and
adjustable-rate mortgage loans. In order to reduce its exposure to changes in
interest rates, it has also, since the early 1980's, emphasized the origination
and retention of ARM loans. Management's strategy has been to increase assets in
its portfolio which more frequently reprice or which have shorter maturities. In
response to customer demand, however, the Bank continues to originate
conventional fixed-rate mortgages.

         The Bank's balanced focus in lending activities is on the origination
of loans secured by first mortgages on owner-occupied, one-to-four family
residences, and consumer and commercial loans. The Bank also originates
residential construction, commercial real estate and consumer loans in its
market area. Most


                                       4
<PAGE>


residential mortgage loans originated by the Bank are in conformity with
FHLMC, FNMA and GNMA loan underwriting standards so that they may be sold in
the secondary market. Mortgage loans made by the Bank are generally long-term
loans, amortized on a monthly basis, with principal and interest due each
month. The initial contractual loan payment period for residential loans
typically ranges from 15 to 30 years. The Bank's experience indicates,
however, that real estate loans remain outstanding for significantly shorter
periods than their contractual terms. Borrowers may refinance or prepay loans
at their option, subject to any prepayment penalty provisions, if included in
the note.

         All of the Bank's lending is subject to written underwriting standards
and to loan origination procedures. Decisions on loan applications are made on
the basis of detailed applications and property valuations (consistent with the
Bank's written appraisal policy) by independent appraisers. The loan
applications are designed primarily to determine the borrower's ability to repay
and the more significant items on the application are verified through use of
credit reports, financial statements, tax returns and/or confirmations.

         In connection with the loan approval process, the Bank's loan personnel
analyze the loan application and the property involved. Consumer loans are
approved by loan committee and/or individual loan officers, in accordance with
policies established by the Bank's Board of Directors.

         Loan applicants are notified of the Bank's decision setting forth the
terms and conditions of the decision. If approved, these terms and conditions
include the amount of the loan, interest rate, amortization term, a brief
description of the real estate to be mortgaged to the Bank, and the requirement
of fire and casualty insurance coverage to be maintained to protect the Bank's
interest.

         It is the policy of the Bank to obtain a title insurance policy
insuring that it has a valid lien on all property securing real estate loans.
Hazard insurance or homeowner's policies should be obtained by the borrower
prior to closing. If required by federal rules and regulations, flood insurance
policies are obtained. Upon closing, most borrowers are required to advance
funds for the establishment of a mortgage escrow account. Thereafter, the
borrower makes contributions to this account along with monthly principal and
interest payments. Disbursements are made from this account for items such as
real estate taxes, hazard insurance premiums, and private mortgage insurance
premiums.

         The Bank receives loan origination fees for originating loans and also
receives commitment fees for making commitments to originate construction,
residential, commercial, and multi-family residential loans, as well as various
fees and charges related to existing loans, which include late charges and
assumption fees.

         As part of the loan application, the borrower pays the Bank for its
out-of-pocket costs in reviewing the application, such as the appraisal fee,
whether or not the borrower closes the loan. The interest rate charged is
normally the prevailing rate at the time the loan application is approved. In
the case of larger construction loans, the Bank normally charges a 1% commitment
fee, which may be included in the loan origination charge when the loan is made.
Commitment fees and other terms of commercial and multi-family residential loans
are individually negotiated.

         In order to monitor the adequacy of cash flows on income-producing
properties, the borrower or lead lender is notified periodically and asked to
provide financial information including rental rates and income, maintenance
costs and an update of real estate property tax payments.

         The aggregate amount of loans that the Bank is permitted to make under
applicable federal regulations to any one borrower, including related entities,
is limited generally to the greater of 15% of unimpaired capital and surplus or
$500,000. At December 31, 2000, the maximum amount which the Bank could have
lent to any one borrower and the borrower's related entities was $1,744,879. The
Bank had no loans in excess of the legal lending limit at December 31, 2000.


                                       5

<PAGE>


         LOAN  PORTFOLIO  COMPOSITION.  The following table shows the
composition of the Bank's loan portfolio in dollar amounts and in percentages
as of dates indicated.

<TABLE>
<CAPTION>
                                                                             December 31
                                         -------------------------------------------------------------------------------------
                                                    2000                         1999                         1998
                                         ---------------------------  ---------------------------  ---------------------------
                                            Amount        Percent        Amount        Percent        Amount        Percent
                                         -------------  ------------  -------------  ------------  -------------  ------------
                                                                            (In Thousands)
<S>                                      <C>            <C>           <C>            <C>           <C>            <C>
Real estate loans(a):
   Residential mortgage loans:
     One-to-four family.............     $    72,488       59.64%     $    66,791       62.88%     $    63,491       69.72%
     Multi-family...................             876        0.72              902        0.85              918        1.01
     Other dwelling units...........           1,317        1.08              502        0.47              539        0.59
   Commercial.......................          25,896       21.30           20,553       19.35           12,555       13.79
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total real estate loans......         100,577       82.74           88,748       83.55           77,503       85.11
                                         -------------  ------------  -------------  ------------  -------------  ------------

Other loans:
   Savings accounts.................             763        0.63              694        0.65              596        0.65
   Other consumer items(b)..........          20,214       16.63           16,778       15.80           12,964       14.24
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total other loans............          20,977       17.26           17,472       16.45           13,560       14.89
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total loans..................         121,554      100.00%         106,220      100.00%          91,063      100.00%
                                                        ============                 ============                 ============

Less:
   Loans in process.................             502                          414                          947
   Discounts, deferred loan fees
      and other.....................             892                          765                          706
   Allowance for loan losses........             681                          864                          601
                                         -------------                -------------                -------------

       Total loans receivable, net..     $   119,479                  $   104,177                  $    88,809
                                         =============                =============                =============
</TABLE>

(a)  Includes construction loans to be converted to permanent loans and
     refinanced loans.
(b)  Includes, among other things, commercial, automobile, credit card and
     home improvement loans.


                                       6
<PAGE>

         The following table shows the composition of the Bank's loan portfolio
by fixed- and adjustable-rate categories at the dates indicated.

<TABLE>
<CAPTION>
                                                                             December 31
                                         -------------------------------------------------------------------------------------
                                                    2000                         1999                         1998
                                         ---------------------------  ---------------------------  ---------------------------
                                            Amount        Percent        Amount        Percent        Amount        Percent
                                         -------------  ------------  -------------  ------------  -------------  ------------
                                                                            (In Thousands)
<S>                                      <C>            <C>           <C>            <C>           <C>            <C>
Fixed-rate loans:
Real estate(a):
   Residential mortgage loans:
     One-to-four family.............     $    56,855       46.77%     $    54,802       51.59%     $    53,549       58.81%
     Multi-family...................             596        0.49              623        0.59              632        0.69
     Other dwelling units...........             234        0.19               99        0.09              125        0.14
   Commercial.......................          15,082       12.41           13,416       12.63           10,941       12.01
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total real estate loans......          72,767       59.86           68,940       64.90           65,247       71.65
                                         -------------  ------------  -------------  ------------  -------------  ------------

Other:
   Savings accounts.................             763        0.63              694        0.66              596        0.65
   Consumer(b)......................          15,395       12.67           13,747       12.94           12,371       13.59
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total other loans............          16,158       13.30           14,441       13.60           12,967       14.24
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total fixed-rate loans.......          88,925       73.16           83,381       78.50           78,214       85.89
                                         -------------  ------------  -------------  ------------  -------------  ------------

Adjustable-rate loans:
Real estate(a):
   Residential mortgage loans:
     One-to-four family.............          15,633       12.86           11,989       11.29            9,942       10.93
     Multi-family...................             280        0.23              279        0.26              286        0.31
     Other dwelling units...........           1,083        0.89              403        0.38              414        0.45
   Commercial.......................          10,814        8.90            7,137        6.72            1,614        1.77
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total real estate loans......          27,810       22.88           19,808       18.65           12,256       13.46

Consumer(b).........................           4,819        3.96            3,031        2.85              593        0.65
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total adjustable-rate loans..          32,629       26.84           22,839       21.50           12,849       14.11
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total loans receivable.......         121,554      100.00%         106,220      100.00%          91,063      100.00%
                                                        ============                 ============                 ============

Less:
   Loans in process.................             502                          414                          947
   Discounts, deferred loan fees
      and other.....................             892                          765                          706
   Allowance for loan losses........             681                          864                          601
                                         -------------                -------------                -------------

       Total loans receivable, net..     $   119,479                  $   104,177                  $    88,809
                                         =============                =============                =============

(a)  Includes construction loans to be converted to permanent loans and refinanced loans.
(b)  Includes, among other things, commercial, automobile, credit card and home improvement loans.

</TABLE>

                                       7
<PAGE>

         The following table outlines the specific loan types with contractual
maturity dates as of December 31, 2000. Loans which have adjustable or
renegotiable rates are shown as maturing during the period when the contract is
due. This schedule does not reflect the effects of possible principal
prepayments by the borrower.

<TABLE>
<CAPTION>
                                 Real Estate                              Non-Real Estate
                  ----------------------------------------   ------------------------------------------
                      Mortgages            Construction            Consumer         Commercial Business           Total
                   -------------------   -----------------   -------------------    -------------------     -------------------
                              Weighted            Weighted              Weighted                Weighted               Weighted
                              average             average               average                 average                average
                     Amount    rate      Amount     rate      Amount     rate        Amount       rate       Amount       rate
                   --------   --------  --------  --------   --------   --------    --------    --------    ---------  --------
                                                                   (In Thousands)
<S>                <C>        <C>       <C>       <C>        <C>        <C>         <C>         <C>         <C>        <C>
Within one year    $  6,739     9.53%   $  1,721   11.06%    $  4,375    9.83%      $  3,004      9.73%     $  15,839    9.82%
More than one
   year through
   two years          1,655     9.56          --      --        1,480   10.65             76      9.72          3,211   10.07
More than two
   years through
   three years        2,055     8.92          --      --        2,456   10.00            593      9.51          5,104    9.51
More than
   three years
   through
   five years         5,595    10.23          --      --        4,293    9.91          1,340      9.88         11,228   10.07
More than five
   years through
   ten years         14,223     8.11          --      --        1,339   10.06          1,637     10.06         17,199    8.45
More than ten
   years through
   fifteen years     45,078     7.42          --      --          207   10.32             --        --         45,285    7.43
More than
   fifteen years     23,511     7.92          --      --           --      --            177      9.34         23,688    7.93
                   --------   -------   --------  -------   ---------  -------      --------    -------     ---------  -------

Total loans
   receivable      $ 98,856     8.01%   $  1,721   11.06%    $ 14,150   10.00%      $  6,827      9.81%     $ 121,554    8.38%
                   ========   =======   ========  =======   =========  =======     =========    =======     =========  =======
</TABLE>

         As of December 31, 2000 the total amount of loans with maturities
longer than one year which had fixed interest rates was approximately $79
million and with floating or adjustable interest rates was approximately $27
million.

         ONE-TO-FOUR FAMILY RESIDENTIAL MORTGAGE LENDING. The primary lending
activity of the Bank has been the granting of conventional loans to enable
borrowers to purchase new or existing homes or refinance their current home. The
Bank also originates VA-guaranteed and FHA-insured loans. Residential loan
originations are generated by the Bank's marketing efforts, its present
customers, walk-in customers and referrals from realtors and builders. The Bank
has focused its lending efforts primarily on the origination of loans secured by
first mortgages on owner-occupied, single-family residences in its market area.

         During 1998, the Bank increased its loans receivable because of the
increased volume in 15 year mortgage loan originations. Late in the last quarter
of 1998, the Bank changed its strategy and began to sell all mortgage loan
originations and servicing rights for 15 and 30 year originations. Loan
originations slowed in the last half of 1999, which slowed down both
originations and sales of loans receivable. The slow down in loan originations
was primarily due to reduced activity in loan refinancing, which continued
throughout 2000.

         The Bank's fixed-rate loans generally conform to secondary market
standards (I.E., FHLMC, FNMA and GNMA standards) and have been primarily
originated for sale in the secondary market. A portion of these loans has been
originated pursuant to forward sales commitments.

         The Bank has offered ARM loans at rates, terms and fees determined in
accordance with market and competitive factors. The programs currently offered
are primarily designed to meet the standards and requirements of the secondary
market for residential loans. The Bank's current one-to-four family residential
ARM loans are fully amortizing loans with contractual maturities of up to 30
years. The interest rates on the


                                       8
<PAGE>


ARM loans originated by the Bank are subject to adjustment at stated
intervals and are subject to annual and lifetime adjustment limits below and
above the initial rate. Most of the Bank's ARM loans have interest rates
which adjust annually based on a margin over one of several indices. These
loans' annual and lifetime caps on interest rate increases may reduce the
extent to which they can help protect the Bank against interest rate risk.
The Bank has from time to time offered ARM loans at below the fully-indexed
rate; however, borrowers of ARM loans are qualified at the fully-indexed
rates.

         The Bank retains ARM loans in its portfolio consistent with its ongoing
asset/liability objectives. ARM loans decrease the risks associated with changes
in interest rates but involve other risks, primarily because as interest rates
rise, the payment by the borrower rises to the extent permitted by the terms of
the loan, thereby increasing the potential for default. At the same time, the
marketability of the underlying property may be adversely affected by higher
interest rates. The Bank believes that these risks, which have not had a
material adverse effect on the Bank to date, generally are less than the risks
associated with holding fixed-rate loans in a rising interest rate environment.
In this regard, the Bank's delinquency experience on its ARM loans has generally
been similar to its experience on fixed-rate residential loans.

         The Bank evaluates both the borrower's ability to make principal,
interest and escrow payments and the value of the property that will secure the
loan. The Bank originates residential mortgage loans with loan-to-value ratios
up to 95%. On any mortgage loan exceeding an 80% loan-to-value ratio at the time
of origination, the Bank will generally require private mortgage insurance in an
amount intended to reduce the Bank's exposure to 80% or less of the appraised
value of the underlying property, unless otherwise approved by the Bank's Board
of Directors.

         The Bank's residential mortgage loans customarily include a due-on-sale
clause giving the Bank the right to declare the loan immediately due and payable
in the event that, among other things, the borrower sells or otherwise disposes
of the property subject to the mortgage and the loan is not repaid. The Bank has
generally enforced due-on-sale clauses in its mortgage loan contracts. Yield
increases may be obtained through the authorization of assumptions of existing
loans at higher rates of interest, assuming the current rates are higher than
the existing note rate, and the imposition of assumption fees. ARM loans may be
assumed provided home buyers meet the Bank's underwriting standards and the
applicable fees are paid.

         MULTI-FAMILY AND COMMERCIAL REAL ESTATE LENDING. The Bank's
multi-family and commercial real estate loan portfolio includes loans secured by
apartment buildings, office buildings, retail stores and other properties, most
of which are located in the Bank's normal lending territory. Also, the Bank
originates multi-family and commercial real estate loans, subject to regulatory
restrictions. Multi-family and commercial real estate loans generally are
originated in amounts up to 75% of the appraised value of the property securing
the loan. Commercial and multi-family loans are made at both fixed and
adjustable interest rates for terms of up to 25 years. The terms and conditions
of multi-family and commercial real estate loans are negotiated on a
case-by-case basis.

         Appraisals on properties securing multi-family and commercial real
estate loans originated by the Bank are performed by an independent appraiser
subject to regulatory guidelines at the time the loan is made. All appraisals on
multi-family and commercial real estate loans are reviewed by the Bank's
management. In addition, the current underwriting procedures require
verification of the borrower's credit history, income and financial statements,
banking relationships, references and income projections for the property.
Personal guarantees are generally obtained for the Bank's multi-family and
commercial real estate loans.

         Multi-family and commercial real estate lending affords the Bank an
opportunity to receive interest at rates higher than those generally available
from one-to-four family residential lending. Nevertheless, loans secured by such
properties are generally larger and involve a greater degree of risk than
one-to-four family residential mortgage loans. Because payments on loans secured
by multi-family and commercial real estate properties are often dependent on the
successful operation or management of the properties, repayment of such loans
may be subject to adverse conditions in the real estate market or the economy.
If the cash flow from the project is reduced (for example, if leases are not
obtained or renewed), the borrower's ability to repay the loan may be impaired.
In addition, adjustable-rate multi-family and commercial real estate loans are
subject to


                                       9
<PAGE>


increased risk of delinquency or default as interest rates increase. The Bank
has attempted to minimize these risks through its underwriting standards.

         COMMERCIAL BUSINESS LENDING. The Bank offers commercial business loans
guaranteed by the SBA. The SBA program provides lenders with the ability to
offer flexible terms and longer maturities on loans to small businesses and
professionals. The program provides the lender a guaranteed portion (generally
75%-80%) of principal and interest. Since these loans are guaranteed, they
generally offer minimal risk to the Bank. These loans are made with adjustable
and fixed interest rates with maturities of up to 25 years, depending on the
underlying collateral. The loans are approved by the SBA. The Bank intends to
expand its commercial lending by utilizing the SBA program.

         The Bank intends to provide short and medium term credit to businesses
in the Bank's primary lending territory. Commercial loans include revolving
credit lines and term loans, or a combination thereof, and are generally secured
by equipment, accounts receivable, inventories, real estate or other business
assets or a combination thereof. Commercial business loans are made pursuant to
specified loan approval limits set by the Bank's Board of Directors. The Bank
usually requires that business borrowers maintain their operating accounts with
the Bank in the form of demand deposits. Loans made to corporations are
generally personally guaranteed by the principals of the corporation.

         CONSTRUCTION LENDING. The Bank originates loans to finance the
construction of single-family residences and commercial businesses. Many of
these loans are made to individuals who will ultimately be the owner-occupants
of the residence. Such loans are generally made, although not required, with
permanent financing on the constructed property to be provided by the Bank.
Residential construction loans are generally made with a six month term on a
fixed-rate, interest-only basis. Residential construction loans to
owner-occupants are generally underwritten using the same criteria as for
one-to-four family residential loans. Commercial construction loans are
generally made with 12 to 24 month maturities. Loan proceeds are disbursed in
increments as construction progresses and inspections warrant.

         Construction loans afford the Bank the opportunity to charge loan
origination fees, to increase the frequency of repricing of its loan portfolio
and to earn yields higher than those obtainable on loans secured by one-to-four
family residential properties. The higher yields reflect the higher risks
associated with construction lending, which include principally the difficulty
in evaluating accurately the total funds required to complete a project and the
post-completion value of the project. As a result, the Bank places a strong
emphasis upon the borrower's ability to repay and the experience and expertise
of the builder who has contracted to construct the property.

         CONSUMER LENDING. Management considers consumer lending to be an
important component of its strategic plan. Specifically, consumer loans
generally have shorter terms to maturity (thus reducing the Bank's exposure to
changes in interest rates) and carry higher rates of interest than do
residential mortgage loans. In addition, management believes that the offering
of consumer loan products helps to expand and create stronger ties to its
customer base by increasing the number of customer relationships and providing
cross-marketing opportunities. Under applicable federal laws, the Bank is
authorized to invest up to 35% of its assets in consumer loans excluding credit
card and education loans.

         The Bank offers a variety of secured consumer loans, including home
improvement loans, auto loans, personal lines of credit, equity lines of credit
and loans secured by savings deposits. The Bank also offers unsecured and credit
card loans. The Bank currently originates all of its consumer loans in its
market area. Consumer loan terms vary according to the type of collateral,
length of contract and creditworthiness of the borrower. The Bank's consumer
loans generally have fixed rates of interest.

         The Bank currently has several arrangements to originate consumer
automobile and recreational vehicle loans on an indirect basis (I.E., where loan
contracts are purchased from automobile and recreational vehicle retailers which
have extended credit to their customers). The Bank applies the underwriting
standards mentioned below in the approval process of purchasing these contracts.
These loans have a fixed interest rate and maturities of 15 years or less. As of
December 31, 2000, the Bank had $4,183,515 in indirect automobile and
recreational vehicle contracts or 3.4% of its loan portfolio before net items.


                                      10
<PAGE>


         The underwriting standards employed by the Bank for consumer loans
include a determination of the applicant's payment history on other debts and an
assessment of the ability to meet existing obligations and payments on the
proposed loan. Although creditworthiness of the applicant is a primary
consideration, the underwriting process also includes a comparison of the value
of the security, if any, in relation to the proposed loan amount.

         Consumer loans may entail greater risk than do residential mortgage
loans, particularly in the case of consumer loans which are unsecured, or
secured by rapidly depreciable assets, such as automobiles. In such cases, any
repossessed collateral for a defaulted consumer loan may not provide an adequate
source of repayment of the outstanding loan balance as a result of the greater
likelihood of damage, loss or depreciation. In addition, consumer loan
collections are dependent on the borrower's continuing financial stability, and
thus are more likely to be affected by adverse personal circumstances.
Furthermore, the application of various federal and state laws, including
bankruptcy, may limit the amount which can be recovered on such loans. Although
the level of delinquencies in the Bank's consumer loan portfolio has generally
been low (at December 31, 2000, approximately $123,000, or 0.59% of the net
consumer loan portfolio, was 60 days or more delinquent), there can be no
assurance that delinquencies will not increase in the future.

         LOAN SERVICING. In December 1998, the Bank sold its loan servicing
portfolio of approximately $100 million to a New Mexico loan servicer. The fee
for selling loans with servicing released is generally 1/4% to 1 3/4%. During
1999 and 2000, the Bank retained loan servicing on certain of the one-to-four
family mortgages sold.

ORIGINATIONS, PURCHASES AND SALES OF LOANS

         As described previously, the Bank originates loans through its
marketing efforts, its existing customer base, walk-in customers, and real
estate brokers and builders. Commercial real estate loan originations are
obtained by direct solicitation. The Bank originates both adjustable-rate and
fixed-rate loans. Its ability to originate loans is dependent upon the relative
customer demand in the origination market which is affected by market conditions
such as short-term and long-term interest rates as well as the expected future
level of interest rates.

         On November 5, 1999, the Bank purchased approximately $2.3 million of
whole loans in connection with the acquisition of two branches in New Mexico.
The Bank had no outstanding commitments to purchase any loans or mortgage-backed
securities at December 31, 2000. At the same date, the Bank had loan origination
commitments of $496,950 and commitments to sell residential loans of $1,318,130.
The Bank expects to continue to sell most of its residential mortgage loans in
order to enhance liquidity and to maintain its risk-based capital position.


                                      11

<PAGE>

         The following table sets forth the principal amount of the Bank's loan
origination, purchase and sales activity for the periods indicated.


<TABLE>
<CAPTION>

                                                                                             Year Ended December 31
                                                                                    ------------------------------------------
                                                                                        2000          1999           1998
                                                                                    -------------  ------------  -------------
                                                                                                 (In Thousands)
<S>                                                                                 <C>            <C>           <C>
Originations by loan type
Fixed-rate:
    Construction loans.................................................             $    3,050     $    3,644    $    1,888
    Mortgage loans.....................................................                 21,169         31,967        41,518
    Consumer loans (2).................................................                 11,407          6,337         9,671
    Loans refinanced...................................................                  2,490          5,512        11,214
Adjustable-rate:
    Construction loans.................................................                  1,750             --            --
    Mortgage loans.....................................................                 10,405          2,270         1,507
    Consumer loans (2).................................................                  1,895          5,858         1,084
    Loans refinanced...................................................                    784             45           765
                                                                                    -------------  ------------  -------------

          Total loans originated.......................................                 52,950         55,633        67,647
                                                                                    -------------  ------------  -------------

Purchases:
    Loans purchased....................................................                  2,941          2,267            --
                                                                                    -------------  ------------  -------------

Sales and repayments:
    Sales (1)..........................................................                 11,812         19,375        13,128
    Principal repayments...............................................                 28,778         24,500        22,595
                                                                                    -------------  ------------  -------------

          Total reductions.............................................                 40,590         43,875        35,723
                                                                                    -------------  ------------  -------------

Increase (decrease) in other items, net................................                    638            671          (730)
                                                                                    -------------  ------------  -------------

          Net increase (3).............................................             $   15,939     $   14,696    $   31,194
                                                                                    =============  ============  =============

</TABLE>

(1) Consists entirely of one-to-four family fixed-rate loans
(2) Includes non-mortgage commercial loans
(3) Includes changes in loans held-for-sale


ASSET QUALITY

         DELINQUENT LOANS. When a borrower fails to make a required payment on a
loan, the Bank attempts to cure the delinquency by contacting the borrower. In
the case of residential loans, a late notice is sent 16 days after the due date.
If the delinquency is not cured by the thirtieth day, the borrower is contacted
by telephone or a letter is sent. Additional written and verbal contacts are
made with the borrower between 35 and 70 days after the due date.

         In the event a real estate loan payment is past due for 45 days or
more, the Bank performs an in-depth review of the loan status, the condition of
the property and circumstances of the borrower. Based upon the results of its
review, the Bank may negotiate and accept a repayment program with the borrower,
accept a voluntary deed in lieu of foreclosure or when deemed necessary,
initiate foreclosure proceedings. If foreclosed on, real property is sold at a
public sale and the Bank may bid on the property to protect its interest. A
decision as to whether and when to initiate foreclosure proceedings is based on
such factors as the amount of the outstanding loan in relation to the original
indebtedness, the extent of delinquency and the borrower's ability and
willingness to cooperate in curing delinquencies.

         Delinquent consumer loans are handled in a generally similar manner,
except that contacts are made beginning when the payment is 10 days past due. If
these efforts fail to bring the loan current, appropriate action

                                      12

<PAGE>

may be taken to collect any loan payment that remains delinquent. The Bank's
procedures for repossession and sale of consumer collateral are subject to
various requirements under New Mexico consumer protection laws. Loans are
generally placed on non-accrual status after 90 days delinquency or notice of
bankruptcy.

         The following table sets forth the Bank's loan delinquencies by type,
amount, and percentage of type at December 31, 2000.


<TABLE>
<CAPTION>

                                                    Loans Delinquent For
                               --------------------------------------------------------------
                                                                                                  Total Loans Delinquent
                                         60-89 Days                   90 Days And Over                60 Days or More
                               ------------------------------  ------------------------------  -----------------------------
                                                    Percent                         Percent                         Percent
                                                    of loan                         of loan                         of loan
                                Number     Amount   category    Number    Amount    category    Number    Amount    category
                               ---------  --------- ---------  --------- ---------  ---------  --------  ---------  --------
                                                                      (In Thousands)
<S>                            <C>        <C>       <C>        <C>       <C>        <C>         <C>      <C>        <C>
Mortgage loans:
    One-to-four family...             1   $    60     0.08%           4  $    91       0.13%          5  $   151      0.21%
    Other dwelling units.            --        --       --           --       --         --          --       --        --
    Commercial real
     estate..............             1        18     0.07            1      108       0.40           2      126      0.46
Consumer loans...........             8        42     0.20           10       81       0.39          18      123      0.59
                               ---------  ---------            --------- ---------             --------  ---------

Total loans..............            10   $   120     0.10%          15  $   280       0.23%         25  $   400      0.33%
                               =========  =========            ========= =========             ========  =========

</TABLE>

         NON-PERFORMING ASSETS. Non-performing assets consist of loans on which
interest is no longer being accrued, troubled debt restructurings, real estate
acquired by foreclosure or deed-in-lieu of foreclosure and repossessed assets.

         The following table sets forth the amounts and categories of
non-performing assets in the Bank's portfolio. Loans are generally placed on
non-accrual status after 90 days delinquency.


<TABLE>
<CAPTION>

                                                                                                   December 31
                                                                                    ------------------------------------------
                                                                                        2000          1999           1998
                                                                                    -------------  ------------  -------------
                                                                                                 (In Thousands)
<S>                                                                                 <C>            <C>           <C>
Non-accrual loans (1)..................................................             $      280     $      125    $      349
Past due 90 days or more and still accruing............................                     --             --            --
Real estate owned (2)..................................................                    154            188           166
                                                                                    -------------  ------------  -------------

Total non-performing assets............................................             $      434     $      313    $      515
                                                                                    =============  ============  =============

Ratio of non-performing assets to total assets.........................                  0.28%          0.22%         0.42%
                                                                                    =============  ============  =============

</TABLE>

(1)   Generally refers to loans that are contractually delinquent (i.e.,
      payments were due and unpaid for more than 90 days).

(2)   Refers to real estate acquired by the Bank through foreclosure or
      voluntary deed in lieu of loan foreclosure.


                                      13

<PAGE>

         For the year ended December 31, 2000, gross interest income which would
have been recorded had the non-accruing loans and renegotiated loans been
current in accordance with their original terms amounted to $17,315. The amount
that was included in interest income on such loans was $0 for the year ended
December 31, 2000.

         CRITICIZED ASSETS. Federal regulations provide for the classification
of loans and other assets, such as debt and equity securities considered by the
OTS to be of lesser quality, as "substandard," "doubtful" or "loss." An asset is
considered "substandard" if it is inadequately protected by the current net
worth and paying capacity of the obligor or of the collateral pledged, if any.
"Substandard" assets include those characterized by the "distinct possibility"
that the insured institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard," with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions, and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible"
and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted. Assets which do not
currently expose the insured institution to sufficient risk to warrant
classification in one of the aforementioned categories, but possess weaknesses,
are required to be designated "special mention" by management.

         When an insured institution classifies problem assets as either
substandard or doubtful, it may establish general allowances for loan losses in
an amount deemed prudent by management. General allowances represent loss
allowances which have been established to recognize the inherent risk associated
with lending activities, but which, unlike specific allowances, have not been
allocated to particular problem assets. When an insured institution classifies
problem assets as loss, it is required either to establish a specific allowance
for losses equal to 100% of that portion of the asset so classified or to
charge-off such amount. An institution's determination as to the classification
of its assets and the amount of its valuation allowances is subject to review by
the regulatory authorities, who may order the establishment of additional
general or specific loss allowances.

         In connection with the filing of its periodic reports with the OTS and
in accordance with its classification of assets policy, the Bank regularly
reviews the problem loans in its portfolio to determine whether any loans
require classification in accordance with applicable regulations. Criticized
assets of the Bank at December 31, 2000 were as follows:


<TABLE>
<CAPTION>

                                                                                                          December 31, 2000
                                                                                                         --------------------
                                                                                                           (In Thousands)
<S>                                                                                                      <C>
Substandard............................................................                                  $             888
Doubtful...............................................................                                                 --
Loss...................................................................                                                 --
                                                                                                         --------------------

Total classified assets................................................                                                888
Special mention assets.................................................                                              4,408
                                                                                                         --------------------

Total criticized assets................................................                                  $           5,296
                                                                                                         ====================

</TABLE>

         ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established
through a provision for loan losses based on management's quarterly asset
classification review and evaluation of the risk inherent in its loan portfolio
and changes in the nature and volume of its loan activity. Such evaluation,
which includes a review of all loans of which full collectibility may not be
reasonably assured, considers among other matters, the estimated value of the
underlying collateral, economic conditions, cash flow analyses, historical loan
loss experience, discussions held with delinquent borrowers and other factors
that warrant recognition in providing for an adequate loan allowance. Although
management believes it uses the best information available to make such

                                      14

<PAGE>

determinations, future adjustments to reserves may be necessary, and net income
could be significantly affected, if circumstances differ substantially from the
assumptions used in making the initial determinations. The Bank's quarterly
asset classification review determines which loans to charge-off.

         The following table sets forth an analysis of the Bank's allowance for
loan losses for the years indicated.


<TABLE>
<CAPTION>

                                                                                Year ended December 31
                                                       -----------------------------------------------------------------------
                                                           2000          1999            1998          1997           1996
                                                       -------------  ------------  -------------  ------------  -------------
                                                                                    (In Thousands)
<S>                                                    <C>            <C>           <C>            <C>           <C>
Balance at beginning of year..............             $      864     $      601    $      527     $      429    $      428

Provision charged ........................                    199            324           238            118            14
Acquired general valuation allowance......                   (250)           250            --             --            --

Charge-offs:
Mortgage loans:
    Single family.........................                     --             --            --             (2)           --
    Commercial real estate................                     --             --            --             --            --
Consumer loans and other..................                   (151)          (342)         (190)           (60)          (18)

Recoveries:
Mortgage loans:
    Single family.........................                     --             --            --             21             2
    Commercial real estate................                     --             --            --             --            --
Consumer loans and other..................                     19             31            26             21             3
                                                       -------------  ------------  -------------  ------------  -------------

Balances at end of year...................             $      681     $      864    $      601     $      527    $      429
                                                       =============  ============  =============  ============  =============

Ratio of net charge-offs during the period
    to average loans outstanding during
    the period............................                  0.12%          0.32%         0.22%          0.04%         0.03%
                                                       =============  ============  =============  ============  =============

Allowance for loan losses to
    non-performing assets, at the end of
    year..................................                156.91%        276.84%       116.62%        634.94%        25.06%
                                                       =============  ============  =============  ============  =============

Allowance for loan losses to total loans,
    at the end of year....................                  0.57%          0.83%         0.68%          0.91%         0.94%
                                                       =============  ============  =============  ============  =============

</TABLE>








                                                          15

<PAGE>

INVESTMENT ACTIVITIES

         GENERAL. The Bank has maintained levels of investments that qualify as
liquid assets under OTS regulations. Liquidity may increase or decrease
depending upon the availability of funds and comparative yields on investments
in relation to the return on loans. Historically, the Bank has maintained liquid
assets at levels above the minimum requirements imposed by the OTS regulations
and at levels believed adequate to meet the requirements of normal operations,
including repayments of maturing debt and potential deposit outflows. Cash flow
projections are regularly reviewed and updated to assure that adequate liquidity
is maintained. For the month of December 2000, the Bank's liquidity ratio
(liquid assets as a percentage of net withdrawable savings deposits and current
borrowings) was 9.06%.

         Federally chartered thrift institutions have the authority to invest in
various types of liquid assets, including United States Treasury obligations,
securities of various federal agencies, certain certificates of deposit of
insured banks and savings institutions, certain bankers' acceptances, repurchase
agreements and federal funds. Subject to various restrictions, federally
chartered thrift institutions may also invest their assets in commercial paper,
investment grade corporate debt securities and mutual funds whose assets conform
to the investments that a federally chartered thrift institution is otherwise
authorized to make directly.

         Generally, the investment policy of the Bank is to invest funds among
various categories of investments and maturities based upon the Bank's
asset/liability management policies, investment quality and marketability,
liquidity needs and performance objectives.

         The Bank has a portfolio of mortgage-backed securities. Historically,
most of the Bank's mortgage-backed securities were long-term, fixed-rate federal
agency securities. In recent years, the Bank purchased other types of
mortgage-backed securities consistent with its asset/liability management and
balance sheet objectives. At December 31, 2000, approximately $9 million or 76%
of the Bank's mortgage-backed securities carried adjustable rates of interest.
The Bank's recent policy is to reduce mortgage-backed securities balances and
increase loans for yield enhancement.

         Under the OTS' risk-based capital requirements, GNMA mortgage-backed
securities have a zero percent risk-weighting and FNMA, FHLMC and AA- or higher
rated mortgage-backed securities have a 20% risk-weighting. None of the
mortgage-backed securities held by the Bank had a risk-weight for regulatory
capital purposes above 20%.

         All of the Bank's mortgage-backed securities are backed by FHLMC, GNMA
or FNMA, or are rated AA or higher. Accordingly, management believes that the
Bank's mortgage-backed securities generally are resistant to credit problems.

         The Bank's holdings of mortgage-backed securities have decreased in
recent years primarily as a result of increase in the Bank's loan portfolio.
FHLMC, GNMA and FNMA mortgage-backed securities generally carry a yield
approximately 50 to 100 basis points below that of the corresponding type of
residential loan (due to the insurance or guarantee feature of such securities
and the retention of a servicing spread by the loan servicer), and the Bank's
other mortgage-backed securities also carry lower yields (because such
securities tend to have shorter actual durations than 30-year loans). The Bank
will continue to evaluate mortgage-backed securities purchases and loan
securitizations of its existing loans in the future based on its strategic and
asset/liability objectives, market conditions and alternative investment
opportunities.

                                      16

<PAGE>

         The following table sets forth the composition of the Bank's investment
portfolio at the dates indicated.


<TABLE>
<CAPTION>

                                                                             December 31
                                         -------------------------------------------------------------------------------------
                                                    2000                         1999                         1998
                                         ---------------------------  ---------------------------  ---------------------------
                                           Carrying        % of         Carrying        % of         Carrying        % of
                                            value          total         value          total         value          total
                                         -------------  ------------  -------------  ------------  -------------  ------------
                                                                            (In Thousands)
<S>                                      <C>            <C>           <C>            <C>           <C>            <C>
Available-for-sale:
Mortgage-backed securities:
   GNMA adjustable rate.............     $     7,631       99.9%      $     9,120      100.0%      $    11,426      100.0%
Equity securities:
   FNMA common stock................               8        0.1                --        --                 --        --
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total available-for-sale.....     $     7,639      100.0%      $     9,120      100.0%      $    11,426      100.0%
                                         =============  ============  =============  ============  =============  ============

Held-to-maturity:
Mortgage-backed securities:
   FNMA participation certificates..     $       130        2.1%      $     1,515       22.1%      $     2,861       38.0%
   FHLMC participation certificates.             973       16.0             2,176       31.7             3,356       44.6
   GNMA fixed rate..................           1,656       27.2                --        --                 --        --
   FHLMC adjustable rate............             839       13.8               970       14.1             1,311       17.4
US Agency bonds.....................           1,000       16.4             1,000       14.6                --        --
Corporate bonds.....................           1,193       19.6               896       13.1                --        --
Trust preferred securities..........             300        4.9               300        4.4                --        --
                                         -------------  ------------  -------------  ------------  -------------  ------------

       Total held-to-maturity.......           6,091      100.0%            6,857      100.0%            7,528      100.0%
                                         -------------  ============  -------------  ============  -------------  ============

FHLB stock..........................             945                          880                          790
                                         -------------                -------------                -------------


Other interest-earning assets:
   Interest-bearing deposits with
     banks..........................           3,796                        5,092                        2,590
                                         -------------                -------------                -------------

       Total........................     $    18,471                  $    21,949                  $    22,334
                                         =============                =============                =============

Average remaining life excluding
   other-interest-earning assets
   and FHLB stock (does not include
   prepayment assumptions)                  13 years                     11 years                     14 years

</TABLE>

         The following table sets forth the composition and contractual
maturities of the Bank's investment securities.


<TABLE>
<CAPTION>

                                                                     December 31, 2000
                              --------------------------------------------------------------------------------------------------
                                                                                                     Total investment securities
                                                                                                     ---------------------------
                                Within        1 to 5        5 to 10       10 to 20       Over 20      Amortized       Market
                               one year        years         years          years         years         cost           value
                              ------------  ------------  ------------  -------------  ------------  ------------  -------------
                                                                       (In Thousands)
<S>                           <C>           <C>           <C>           <C>            <C>           <C>           <C>
Available-for-sale:
Mortgage-backed securities:
  GNMA adjustable rate.....   $        --   $        --   $        --   $     2,060    $     5,639   $     7,699   $     7,631
Equity securities:
  FNMA common stock........            --            --            --            --              7             7             8
                              ------------  ------------  ------------  -------------  ------------  ------------  -------------
    Total securities
      available-for-sale...   $        --   $        --   $        --   $     2,060    $     5,646   $     7,706   $     7,639
                              ============  ============  ============  =============  ============  ============  =============

Weighted average yield.....            --%           --%           --%        6.79%          7.07%         6.99%
                              ============  ============  ============  =============  ============  ============

</TABLE>



                                                               17

<PAGE>


<TABLE>
<CAPTION>

                                                                     December 31, 2000
                              --------------------------------------------------------------------------------------------------
                                                                                                     Total investment securities
                                                                                                     ---------------------------
                                Within        1 to 5        5 to 10       10 to 20       Over 20      Amortized       Market
                               one year        years         years         years          years         cost           value
                              ------------  ------------  ------------  -------------  ------------  ------------  -------------
                                                                       (In Thousands)
<S>                           <C>           <C>           <C>           <C>            <C>           <C>           <C>
Held-to-maturity:
Mortgage-backed securities:
  FNMA participation
   certificates............   $       130   $        --   $        --   $        --    $        --   $       130   $       129
  FHLMC participation
   certificates............           973            --            --            --             --           973           966
GNMA fixed rate............            --            --            --            --          1,656         1,656         1,700
  FHLMC adjustable-rate
   certificates............            --            --            --           386            453           839           824
US Agency bonds............         1,000            --            --            --             --         1,000         1,004
Corporate bonds............           500           693            --            --             --         1,193         1,199
Trust preferred securities.            --            --           200            --            100           300           289
                              ------------  ------------  ------------  -------------  ------------  ------------  -------------

    Total securities
      held-to-maturity.....   $     2,603   $       693   $       200   $       386    $     2,209   $     6,091   $     6,111
                              ============  ============  ============  =============  ============  ============  =============

Weighted average yield.....         6.36%         6.96%         9.60%         5.96%           7.46%        6.91%
                              ============  ============  ============  =============  ============  ============

</TABLE>

         OTHER INVESTMENTS. At December 31, 2000, the Bank's fixed-rate interest
bearing deposits with banks were $3,796,000 or 2.46% of total assets. As of such
date, the Bank also had a $944,600 investment in FHLB stock. At December 31,
1999, the Bank's investment in stock of the FHLB was in an amount required by
the FHLB. It is the Bank's general policy to purchase investment securities,
which are U.S. Government securities and federal agency obligations, and other
issues that are rated investment grade or have credit enhancements.

SOURCES OF FUNDS

         THE COMPANY. The Company's primary sources of funds are dividends from
the Bank, borrowings from the Bank in the form of advances and outside
borrowings. The Bank paid dividends to the Company of $0 and $0 in the years
ended December 31, 2000 and 1999, respectively. The Bank had advances of $50,718
and $0 to the Company at December 31, 2000 and 1999, respectively.

         At December 31, 2000 and 1999, the Company had lines of credit totaling
$200,000 and $260,000 respectively, from other banks. Borrowings outstanding
under these arrangements were $200,000 and $0 at December 31, 2000 and 1999,
respectively. The lines of credit bear market rates of interest and borrowings
thereunder are to be used for general Company purposes. The borrowing
arrangement at December 31, 2000 matures on September 20, 2001.

         THE BANK. The Bank's primary sources of funds are deposits,
amortization and prepayment of loan principal, sales or maturities of loans,
investment securities, mortgage-backed securities and short-term investments,
borrowings and funds provided from operations.

         Borrowings, predominantly from the FHLB of Dallas, may be used on a
short-term basis to compensate for seasonal reductions in deposits or deposit
inflows at less than projected levels, and may be used in the future on a
longer-term basis to support lending and investing activities.

         The Bank offers a variety of deposit accounts having a wide range of
interest rates and terms. The Bank's deposits consist of statement savings, NOW
accounts and money market accounts and CDs. The Bank relies primarily on
advertising, competitive pricing policies and customer service to attract and
retain these deposits. The Bank solicits deposits from its primary market area
only and does not use brokers to obtain deposits.

                                      18

<PAGE>

         The flow of deposits is influenced significantly by general economic
conditions, changes in money markets and prevailing interest rates and
competition. During 1998, the Bank increased its deposits in order to increase
loans receivable. During the first ten months of 1999, the Bank borrowed on a
short-term basis through FHLB advances to increase its loans receivable. On
November 5, 1999, the Bank acquired two branches in Gallup and Clovis, New
Mexico. The purchase of approximately $23.9 million of deposits allowed the Bank
to pay off the short-term FHLB advances. The Bank opened a new full-service
branch in Albuquerque, New Mexico in June 2000, which allowed the Bank to
increase deposits, increase loans receivable, and further decrease FHLB
borrowings in the last half of 2000.

         Management believes that customers continue to place a value on federal
insurance on deposit accounts and that, to the extent the Bank maintains
competitive rates, it will be able to maintain its deposit and liquidity levels.
The Bank manages the pricing of its deposits in keeping with its asset/liability
management and profitability objectives.

         Based on its experience, the Bank believes that its savings accounts,
interest-bearing and non-interest-bearing checking accounts are relatively
stable sources of deposits. However, the ability of the Bank to attract and
maintain CDs, and the rates paid on these deposits, has been and will continue
to be significantly affected by market conditions.

         The following tables set forth the deposits in the various programs
offered by the Bank at the dates indicated:


<TABLE>
<CAPTION>

                Balance at                      Balance at                       Balance at                      Balance at
                 December    % of    Increase    December    % of     Increase    December   % of      Increase   December
                 31, 2000  deposits (decrease)   31, 1999  deposits  (decrease)   31, 1998  deposits  (decrease)  31, 1997
                ---------- -------- ---------- ----------- --------- ----------- ---------- --------  ---------- -----------
                                                               (In Thousands)
<S>             <C>        <C>      <C>        <C>         <C>       <C>         <C>        <C>       <C>        <C>
Transactional
  accounts      $  19,660    14.32% $   2,427  $  17,233     14.07%  $   5,328   $  11,905    11.34%  $   1,920  $   9,985
Jumbo CDs          14,745    10.74      4,911      9,834      8.03         513       9,321     8.87       1,025      8,296
Savings
  accounts          6,075     4.43       (928)     7,003      5.72         665       6,338     6.03        (589)     6,927
Money market
  deposit
  accounts         22,298    16.24     (1,791)    24,089     19.67       5,335      18,754    17.85       3,043     15,711
IRA accounts       10,668     7.77     (1,206)    11,874      9.69       2,333       9,541     9.08          90      9,451
Other CDs          63,830    46.50     11,383     52,447     42.82       3,261      49,186    46.83       2,144     47,042
                ---------- -------- ---------- ----------- --------- ----------- ---------- --------  ---------- -----------

                $ 137,276   100.00% $  14,796  $ 122,480    100.00%  $  17,435   $ 105,045   100.00%  $   7,633  $  97,412
                ========== ======== ========== =========== ========= =========== ========== ========  ========== ===========

</TABLE>










                                                          19

<PAGE>


<TABLE>
<CAPTION>

                                       December 31, 2000                December 31, 1999                December 31, 1998
                               -------------------------------- -------------------------------- --------------------------------
                                Weighted                         Weighted                         Weighted
                                average              Percentage  average              Percentage  average              Percentage
  Minimum                       interest              of total   interest              of total   interest              of total
  amount         Category         rate     Balance    deposits     rate     Balance    deposits     rate     Balance    deposits
------------ ----------------- ---------- ---------- ---------- --------- ----------- ---------- ---------- ---------- ----------
                                                                        (In Thousands)
<S>          <C>               <C>        <C>        <C>        <C>       <C>         <C>        <C>        <C>        <C>
$    100     Transactional
              accounts
              zero-rate             0.00% $  11,030      8.03%      0.00% $   8,033       6.56%      0.00%  $  4,474      4.26%
     100     Transactional
              accounts              0.92      8,630      6.29       1.02      9,200       7.51       1.11      7,431      7.08
   1,000     Money market           2.41      6,605      4.81       2.56      9,201       7.51       2.81      5,837      5.55
     100     Savings accounts       1.50      6,075      4.43       2.00      7,003       5.72       2.25      6,338      6.03
   2,500     Access money
              market                4.44     15,693     11.43       3.82     14,888      12.16       4.26     12,917     12.30

             Certificates of
              Deposit
   1,000     30-60 day CDs          2.87         53      0.04       2.91        211       0.17       4.80      2,576      2.45
   1,000     91 day CDs             5.21      1,444      1.05       4.01      2,300       1.88       3.94        828      0.79
   1,000     6 month CDs            5.67     11,944      8.70       4.33     12,699      10.37       4.83     12,591     11.99
   1,000     9 month CDs            6.75      5,481      3.99         --         --         --         --         --        --
   1,000     1 year CDs             5.79     21,183     15.45       4.51     20,113      16.41       5.01     17,667     16.82
   1,000     14 month CDs           6.95      8,840      6.44         --         --         --         --         --        --
   1,000     18 month CDs           5.49      3,905      2.84       4.74      3,317       2.71       5.19      2,322      2.21
   1,000     2 year CDs             4.92      2,741      2.00       4.89      3,992       3.26       5.09      4,255      4.05
   1,000     30 month CDs           4.59      1,748      1.27       5.01      2,688       2.19       5.08      2,799      2.66
   1,000     3 year CDs             5.60      1,914      1.39       5.50      1,745       1.42         --          --       --
   1,000     4 year CDs             5.11      1,514      1.10       5.07      1,550       1.27       5.74      2,104      2.00
   1,000     5 year CDs             5.54      3,063      2.23       5.74      3,832       3.13       5.81      4,044      3.86
  90,000     Jumbo CDs              6.18     14,745     10.74       4.91      9,834       8.03       5.29      9,321      8.87
     100     IRA floating
              rate                  4.55      2,741      2.00       4.87      4,501       3.67       4.81      4,024      3.82
     100     1 year IRA             5.08      3,026      2.20       4.41      2,410       1.97       5.09      2,041      1.94
     100     15 month IRA           5.84        357      0.26         --         --         --         --         --        --
     100     2 year IRA             4.26         66      0.05       4.80        231       0.19       5.45         81      0.08
     100     3 year IRA             5.40      2,197      1.60       5.19      2,003       1.64       5.30        921      0.88
     100     5 year IRA             5.66      2,281      1.66       5.81      2,729       2.23       5.91      2,474      2.36
                               ---------- ---------- ---------- --------- ----------- --------- ---------- ---------- ----------

                                    4.54% $ 137,276    100.00%      3.72% $ 122,480     100.00%      4.21% $ 105,045    100.00%
                               ========== ========== ========== ========= =========== ========= ========== ========== ==========

</TABLE>

         The following table sets forth the savings flows of the Bank during the
periods indicated. Net deposits (withdrawals) refer to the amount of deposits
during a period less the amount of withdrawals during the same period. Deposit
flows at savings institutions may also be influenced by external factors such as
governmental credit policies and depositors' perceptions of the adequacy of
federal insurance of accounts.


<TABLE>
<CAPTION>

                                                                                             Year Ended December 31
                                                                                    ------------------------------------------
                                                                                        2000          1999           1998
                                                                                    -------------  ------------  -------------
                                                                                                 (In Thousands)
<S>                                                                                 <C>            <C>           <C>
Deposits acquired......................................................             $       --     $   23,892    $       --
Net deposits (withdrawals) before interest credited....................                  9,623        (10,798)        3,358
Interest credited......................................................                  5,173          4,341         4,275
                                                                                    -------------  ------------  -------------

          Net increase in deposits.....................................             $   14,796     $   17,435    $    7,633
                                                                                    =============  ============  =============

Percent increase.......................................................                 12.08%         16.60%         7.84%

</TABLE>








                                                      20

<PAGE>
         The following table shows interest rate and maturity information for
the Bank's time deposits as of December 31, 2000.

<TABLE>
<CAPTION>

                                  0.00-           3.00-           5.00-            7.00-                          Percent
                                  2.99%           4.99%           6.99%            8.99%           Total         of total
                              --------------  --------------  --------------   --------------  --------------  --------------
                                                                      (In Thousands)
<S>                           <C>             <C>             <C>              <C>             <C>             <C>
Time deposits maturing
in quarter ending:

March 31, 2001...........     $         227   $       6,050   $      17,422    $          --   $      23,699        26.56%
June 30, 2001............                21           2,667          14,906               --          17,594        19.71
September 30, 2001.......                --           1,026          21,307               --          22,333        25.02
December 31, 2001........                --             625          11,826               --          12,451        13.95
March 31, 2002...........                 -             161           1,457               --           1,618         1.81
June 30, 2002............                --             121           2,289               --           2,410         2.70
September 30, 2002.......                --             348           1,698               --           2,046         2.29
December 31, 2002........                --             190           1,527               --           1,717         1.92
March 31, 2003...........                --             237           1,726               --           1,963         2.20
June 30, 2003............                --             134             547               --             681         0.76
September 30, 2003.......                --              94             441               --             535         0.60
December 31, 2003........                --              44             690               --             734         0.82
Thereafter...............                --             629             674              159           1,462         1.66
                              --------------  --------------  --------------   --------------  --------------  --------------

     Total                    $         248   $      12,326   $      76,510    $         159   $      89,243       100.00%
                              ==============  ==============  ==============   ==============  ==============  ==============

     Percent of total                  0.28%          13.81%          85.73%            0.18%         100.00%
                              ==============  ==============  ==============   ==============  ==============

</TABLE>

         The following table indicates the amount of the Bank's time deposits by
size or from public entities, by time remaining until maturity as of December
31, 2000.

<TABLE>
<CAPTION>

                                                                         Maturity
                                              ---------------------------------------------------------------
                                                                  Over             Over
                                                3 months         3 to 6           6 to 12          Over
                                                 or less         months           months         12 months         Total
                                              --------------  --------------   --------------  --------------  --------------

                                                                              (In Thousands)
<S>                                           <C>             <C>              <C>             <C>             <C>
Time deposits of $100,000 or less.....        $      15,764   $      14,918    $      26,603   $      12,373   $      69,658

Time deposits over $100,000...........                2,533           1,278            3,677             794           8,282

Public funds(1).........................              5,400           1,397            4,506              --          11,303
                                              --------------  --------------   --------------  --------------  --------------

Total time deposits...................        $      23,697   $      17,593    $      34,786   $      13,167   $      89,243
                                              ==============  ==============   ==============  ==============  ==============

</TABLE>

----------------
(1)   Time deposits from government and other public entities.

         From time to time, the Bank has had greater amounts of public funds.
The amount of public funds held by the Bank at December 31, 2000 and 1999 was
$11,725,261 and $2,545,168, respectively. The Bank is required to pledge
collateral or a letter of credit from FHLB for such funds. At December 31, 2000,
the Bank had not issued any letters of credit relating to public funds.

                                      21
<PAGE>

         BORROWINGS. Although deposits are the Bank's primary source of funds,
the Bank's policy has been to utilize borrowings when there is a net outflow of
deposits, when advances are a less costly source of funds or when funds from
advances can be invested at a positive spread. In addition, the Bank has relied
upon selected borrowings for short-term liquidity needs.

         The Bank may obtain advances from the FHLB of Dallas upon the security
of its capital stock of the FHLB of Dallas and certain of its mortgage loans,
investment securities and mortgage-backed securities. Such advances may be made
pursuant to several different credit programs, each of which has its own
interest rate and range of maturities. At December 31, 2000, the Bank had
$2,750,000 in FHLB borrowings outstanding, which allowed the Bank to increase
the amount of its loans receivable.

         During fiscal 2000, the Bank utilized advances from FHLB of Dallas to
cover funding of loans.

         The following table sets forth maximum balance, average balance, and
average rate paid on FHLB advances for the period indicated.


<TABLE>
<CAPTION>

                                                                                             Year ended December 31
                                                                                    ------------------------------------------
                                                                                        2000          1999           1998
                                                                                    -------------  ------------  -------------
                                                                                                 (In Thousands)
<S>                                                                                 <C>            <C>           <C>
Maximum amount of borrowings outstanding...............................             $   16,500     $   16,450    $    5,750

Approximate average borrowings outstanding.............................             $    8,294     $    8,661    $    4,786

Approximate weighted average interest rate paid........................                   6.12%          5.38%         5.49%

</TABLE>

SUBSIDIARY OF THE BANK

         In 1974, the Bank incorporated First Equity Development Corporation
("FEDCO"), a New Mexico corporation, as a wholly-owned subsidiary of the Bank.
The directors and officers of FEDCO also serve as officers of the Bank. Prior to
1991, FEDCO's primary business was real estate acquisition, development and
construction, and investment in the Bank's former data processing service
bureau. FEDCO had $842 in cash at December 31, 2000 and 1999, and no other
assets or liabilities and is currently an inactive corporation. Thrift
institutions are permitted to invest an amount equal to 2% of their assets,
through a subsidiary, with an additional investment of 1% of assets where such
investment serves primarily community, inner-city and community development
purposes.


REGULATION

         GENERAL. The Bank is subject to extensive regulation, examination and
supervision by the OTS, as its chartering agency, and the FDIC, as its deposit
insurer. The Bank's deposit accounts are insured up to applicable limits by the
SAIF administered by the FDIC, and it is a member of the FHLB of Dallas. The
Bank must file reports with the OTS and the FDIC concerning its activities and
financial condition, and it must obtain regulatory approvals prior to entering
into certain transactions, such as mergers with, or acquisitions of, other
depository institutions. The OTS and the FDIC conduct periodic examinations to
assess the Bank's compliance with various regulatory requirements. Such
regulation and supervision establish a comprehensive framework of activities in
which an institution may engage and are intended primarily for the protection of
the insurance fund and depositors. The Company, as a unitary thrift holding
company, is required to file certain reports with, and otherwise comply with,
the rules and regulations of the OTS and of the SEC under the federal securities
laws.

         The OTS and the FDIC have significant discretion in connection with
their supervisory and enforcement activities and examination policies, including
policies with respect to the classification of assets and the establishment of
adequate loan loss reserves for regulatory purposes. Any change in such
regulation and policies, whether by the OTS, the FDIC or action of the United
States Congress, could have an impact on the Company, the Bank and the
operations of both.

                                      22

<PAGE>

         REGULATION OF THE COMPANY. The Company, as a unitary thrift holding
company, is a savings and loan holding company within the meaning of HOLA. As
such, the Company is required to register with the OTS and is subject to OTS
regulations, examinations, supervision and reporting requirements. In addition,
the OTS has enforcement authority over the Company and its non-thrift
subsidiaries, if any. Among other things, this authority permits the OTS to
restrict or prohibit activities that are determined to be a serious risk to the
financial safety, soundness or stability of a subsidiary savings association.

         Except under limited circumstances, thrift holding companies are
prohibited from acquiring, without prior approval of the OTS, control of any
other savings institutions or thrift holding company or substantially all the
assets thereof or more than five percent of the voting shares of a thrift
institution or holding company thereof which is not a subsidiary. In evaluating
an application by a holding company to acquire a thrift association, the OTS
must consider the financial and managerial resources and future prospects of the
company and thrift association involved, the effect of the acquisition on the
risk to the insurance funds, the convenience and needs of the community and
competitive factors. Acquisitions which result in a thrift holding company
controlling thrift associations in more than one state are generally prohibited
except in supervisory transactions involving failing savings associations or
based on specific state authorization to permit such acquisitions.

         Federal law also requires OTS approval prior to any change of control
of the Company or the Bank. Under OTS regulations, "control" is presumed to
exist if an individual or company acquires more than twenty-five percent of any
class of voting stock of a thrift association or holding company. Control is
also presumed to exist, subject to being rebutted, if a person acquires more
than ten percent of any class of voting stock (or more than twenty-five percent
of any class of non-voting stock) and is subject to any of several control
factors, including, among other matters, the relative ownership position of a
person, the existence of control agreements and other factors.

         As a unitary thrift holding company, the Company generally will not be
restricted under existing laws to the types of business activities in which it
may engage, provided that the Bank continues to satisfy the QTL test. Upon any
non-supervisory acquisition by the Company of another thrift or savings bank
that meets the QTL test and is deemed to be a savings association by the OTS and
that will be held as a separate subsidiary, the Company would become a multiple
thrift holding company and would be subject to limitations on the types of
business activities in which it could engage. HOLA generally limits the
activities of a multiple thrift holding company and its non-insured association
subsidiaries primarily to activities permissible for bank holding companies
under the Bank Holding Company Act, subject to the prior approval of the OTS,
and to other activities authorized by OTS regulation.

         A thrift association or a thrift holding company is required to give 30
days prior written notice to the OTS of any proposed appointment of a director
or senior executive officer if the institution has been chartered less than two
years, has undergone a change in control within the preceding two years, or is
not in compliance with the minimum capital requirements or otherwise is in a
troubled condition. The OTS then has the opportunity to disapprove any such
appointment.

         Transactions between the Bank and the Company and its other
subsidiaries are subject to various conditions and limitations. Well run,
healthy thrift institutions that satisfy certain criteria would be permitted to
file with the OTS schedules of proposed capital distributions over a specified
period not to exceed 12 months. The Bank being a wholly owned subsidiary of a
thrift holding company must file a notice with the OTS of anticipated
distributions of capital.

         FEDERAL SECURITIES LAW. The stock of the Company is registered with the
SEC under the Securities Exchange Act of 1934 ("Exchange Act"). The Company is
subject to the information, proxy solicitation, insider trading restrictions and
other requirements of the SEC under the Exchange Act.

         Company stock held by persons who are affiliates (generally officers,
directors and principal stockholders) of the Bank may not be resold without
registration or unless sold in accordance with certain resale restrictions. If
the Company meets specified current public information requirements, each
affiliate of the Company is able to sell in the public market, without
registration, a limited number of shares in any three-month period.

                                      23

<PAGE>
         INSURANCE OF ACCOUNTS AND REGULATIONS BY THE FDIC. The Bank is a member
of the SAIF, which is administered by the FDIC. Deposits are insured up to
applicable limits by the FDIC and such insurance is backed by the full faith and
credit of the United States Government. As insurer, the FDIC imposes deposit
insurance premiums and is authorized to conduct examinations of and to require
reporting by FDIC-insured institutions. It also may prohibit any FDIC-insured
institution from engaging in any activity the FDIC determines by regulation or
order to pose a serious risk to the FDIC. The FDIC also has the authority to
initiate enforcement actions against thrift associations, after giving the OTS
an opportunity to take such action, and may terminate the deposit insurance if
it determines that the institution has engaged or is engaging in unsafe or
unsound practices, or is in an unsafe or unsound condition.

         The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured depository institutions are placed into one of
nine categories and assessed insurance premiums based upon their level of
capital and supervisory evaluation. Under the system, institutions classified as
well capitalized (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to risk-weighted assets of at least 6% and a risk-based capital
ratio of at least 10%) and considered healthy pay the lowest premium, while
institutions that are less than adequately capitalized (i.e., core or Tier 1
risk-based capital ratios of less than 4% or a risk-based capital ratio of less
than 8%) and considered of substantial supervisory concern pay the highest
premium. Risk classification of all insured institutions will be made by the
FDIC for each semi-annual assessment period.

         REGULATORY CAPITAL REQUIREMENTS. Federally insured thrift associations,
such as the Bank, are required to maintain a minimum level of regulatory
capital. The OTS has established capital standards, including a tangible capital
requirement, a leverage ratio (or core capital) requirement and a risk-based
capital requirement applicable to such thrift associations. These capital
requirements must be generally as stringent as the comparable capital
requirements for national banks. The OTS is also authorized to impose capital
requirements in excess of these standards on individual associations on a
case-by-case basis.

         The capital regulations require tangible capital of at least 1.5% of
adjusted total assets (as defined by regulation). Tangible capital generally
includes common stockholders' equity and retained income, and certain
noncumulative perpetual preferred stock and related income. Intangible assets
including disallowed servicing assets and disallowed deferred tax assets are
deducted from capital to calculate adjusted tangible capital.

         The OTS regulations establish special capitalization requirements for
thrift associations that own subsidiaries. Under these regulations certain
subsidiaries are consolidated for capital purposes and others are excluded from
assets and capital. In determining compliance with the capital requirements, all
subsidiaries engaged solely in activities permissible for national banks or
engaged in certain other activities solely as agent for its customers are
"includable" subsidiaries that are consolidated for capital purposes in
proportion to the association's level of ownership, including the assets of
includable subsidiaries in which the association has a minority interest that is
not consolidated for generally accepted accounting principles ("GAAP") purposes.
For excludable subsidiaries, the debt and equity investments in such
subsidiaries are deducted from assets and capital, with a five-year transition
period beginning on July 1, 1990, for investments made before April 12, 1989. At
December 31, 2000, the Bank had tangible capital of $10,951,038 or 7.21% of
adjusted total assets (as defined by regulation), which was $8,673,682 above the
minimum requirement of 1.5% of adjusted total assets in effect on that date.

         The capital standards also require core capital equal to at least 3% of
adjusted total assets (as defined by regulation). Core capital generally
consists of tangible capital plus certain intangible assets, including a limited
amount of purchased credit card relationships. A thrift association must
maintain a core capital ratio of at least 4% to be considered adequately
capitalized unless its supervisory condition is such to allow it to maintain a
3% ratio. At December 31, 2000, the Bank had core capital equal to $10,951,038
or 7.21% of adjusted total assets, which was $4,878,090 above the minimum
leverage ratio requirement of 4% as in effect on that date.

         The OTS risk-based requirement requires thrift associations to have
total capital of at least 8% of risk-weighted assets (as defined by regulation).
Total capital consists of core capital, as defined above, and supplementary
capital. Supplementary capital consists of certain permanent and maturing
capital instruments that do not qualify as core capital and general valuation
loan and lease loss allowances up to a maximum of 1.25% of
                                      24
<PAGE>

risk-weighted assets. Supplementary capital may be used to satisfy the
risk-based requirement only to the extent of core capital. The OTS is also
authorized to require a thrift association to maintain an additional amount of
total capital to account for concentration of credit risk and the risk of
non-traditional activities. At December 31, 2000, the Bank had no capital
instruments that qualify as supplementary capital. In addition, general loss
reserves at that date were less than 1.25% of risk-weighted assets.

         Certain exclusions from capital and assets are required to be made for
the purpose of calculating total capital. Such exclusions consist of equity
investment (as defined by regulation) and that portion of land loans and
nonresidential construction loans in excess of an 80% loan-to-value ratio and
reciprocal holdings of qualifying capital instruments. The Bank had no such
exclusions from capital and assets at December 31, 2000.

         In determining the amount of risk-weighted assets, all assets,
including certain off-balance sheet items, will be multiplied by a risk weight,
ranging from 0% to 100%, based on the risk inherent in the type of asset. For
example, the OTS has assigned a risk weight of 50% for prudently underwritten
permanent one-to-four family first lien mortgage loans not more than 90 days
delinquent and having a loan to value ratio of not more than 80% at origination
unless insured to such ratio by an insurer approved by the FNMA or FHLMC.

         At December 31, 2000, the Bank had risk-based capital of $11,632,524 or
11.42% of risk-weighted assets. This amount was $3,481,724 above the 8%
requirement in effect on that date.

         The OTS has adopted a rule that requires every thrift association with
more than normal interest rate risk to deduct from its total capital, for
purposes of determining compliance with such requirement, an amount equal to 50%
of its interest rate risk exposure multiplied by the present value of its
assets. This exposure is a measure of the potential decline in the net portfolio
value of a thrift association, greater than 2% of the present value of its
assets, based upon a hypothetical 200 basis point increase or decrease in
interest rates (whichever results in a greater decline). Net portfolio value is
the present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. The rule provides for a two quarter lag between
calculating interest rate risk and recognizing any deduction from capital. Any
thrift association with less than $300 million in assets and a total capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise. Currently, the Bank is exempt from this rule.

         The OTS and the FDIC are authorized and, under certain circumstances
required, to take certain actions against thrift associations that fail to meet
their capital requirements. The OTS is generally required to take action to
restrict the activities of an "undercapitalized association" (generally defined
to be one with less than either a 4% core capital ratio, a 4% Tier 1 risk-based
capital ratio or an 8% risk-based capital ratio). Any such association must
submit a capital restoration plan and until such plan is approved by the OTS may
not increase its assets, acquire another institution, establish a branch or
engage in any new activities, and generally may not make capital distributions.
The OTS is authorized to impose the additional restrictions, discussed below,
that are applicable to significantly undercapitalized associations.

         As a condition to the approval of the capital restoration plan, any
company controlling an undercapitalized association must agree that is will
enter into a limited capital maintenance guarantee with respect to the
institution's achievement of its capital requirements.

         Any thrift association that fails to comply with its capital plan or is
"significantly undercapitalized" (i.e., Tier 1 risk-based or core capital ratios
of less than 3% or a risk-based capital ratio of less than 6%) must be made
subject to one or more of additional specified actions and operating
restrictions. These actions and restrictions include requiring the issuance of
additional voting securities; limitations on asset growth; mandated asset
reduction; changes in senior management; divestiture, merger or acquisition of
the association; restrictions on executive compensation; and any other action
the OTS deems appropriate. An association that becomes "critically
undercapitalized" (i.e., a tangible capital ratio of 2% or less) is subject to
further mandatory restrictions on its activities in addition to those applicable
to significantly undercapitalized associations. In addition, the OTS must
appoint a receiver (or conservator with the concurrence of the FDIC) for a
thrift association, with certain limited exceptions, within 90 days after it
becomes critically undercapitalized.

         Any undercapitalized association is also subject to other possible
enforcement actions by the OTS or the FDIC. Such actions could include a capital
directive, a cease-and-desist order, civil money penalties, the

                                      25

<PAGE>
establishment of restrictions on all aspects of the Bank's operations or the
appointment of a receiver or conservator or a forced merger into another
institution.

         If the OTS determines that an association is in an unsafe or unsound
condition or is engaged in an unsafe or unsound practice, it is authorized to
reclassify a well-capitalized association as an adequately capitalized
association and if the association is adequately capitalized, to impose the
restrictions applicable to an undercapitalized association. If the association
is undercapitalized, the OTS is authorized to impose the restrictions applicable
to a significantly undercapitalized association.

         The imposition by the OTS or the FDIC of any of these measures on the
Bank may have a substantial adverse effect on the Company's operations and
profitability. The Company's shareholders do not have preemptive rights, and
therefore, if the Bank is directed by the OTS or the FDIC to issue additional
shares of Common Stock, such issuance may result in the dilution in the
percentage of ownership of the Company.

         LIMITATIONS ON DIVIDENDS AND OTHER CAPITAL DISTRIBUTIONS. OTS
regulations impose various restrictions on thrift associations with respect to
their ability to make distributions of capital, which include dividends, stock
redemptions or repurchases, cash-out mergers and other transactions charged to
the capital account. OTS regulations also prohibit a thrift association from
declaring or paying any dividends or from repurchasing any of its stock if, as a
result, the regulatory capital of the association would be reduced below the
amount required to be maintained for the liquidation account established in
connection with its mutual to stock conversion.

         Generally, thrift associations, such as the Bank, that before and after
the proposed distribution meet their capital requirements, may make capital
distributions during any calendar year equal to the greater of 100% of net
income for the year-to-date plus 50% of the amount by which the lesser of the
association's tangible, core or risk-based capital exceeds its capital
requirement for such capital component, as measured at the beginning of the
calendar year, or requirement for such capital component, as measured at the
beginning of the calendar year, or 75% of its net income for the most recent
four quarter period. However, an association deemed to be in need of more than
normal supervision by the OTS may have its dividend authority restricted by the
OTS. The Bank may pay dividends in accordance with this general authority.

         Thrift associations proposing to make any capital distributions need
only submit written notice to the OTS 30 days prior to such distribution. Thrift
associations that do not, or would not meet their current minimum capital
requirements following a proposed capital distribution, however, must obtain OTS
approval prior to making such distribution. The OTS may object to the
distribution during that 30-day period notice based on safety and soundness
concerns.

         LIQUIDITY. All thrift associations, including the Bank, are required to
maintain an average daily balance of liquid assets equal to a certain percentage
of the sum of its average daily balance of net withdrawable deposit accounts and
borrowings payable in one year or less. This liquid asset ratio requirement may
vary from time to time (between 4% and 10%) depending upon economic conditions
and savings flows of all thrift associations. At the present time, the minimum
liquid asset ratio is 4%.

         In addition, short-term liquid assets (i.e., cash, certain time
deposits, etc.) currently must constitute 1% of the Bank's average daily balance
of net withdrawable deposit accounts and current borrowings. Penalties may be
imposed upon associations for violations of either liquid asset ratio
requirement. At December 31, 2000, the Bank was in compliance with both
requirements, with an overall liquid asset ratio of 9.06%.

         ACCOUNTING. An OTS policy statement applicable to all savings
associations clarifies and re-emphasizes that the investment activities of a
thrift association must be in compliance with approved and documented investment
policies and strategies, and must be accounted for in accordance with GAAP.
Under the policy statement, management must support its classification of and
accounting for loans and securities (i.e., whether held for investment, sale or
trading) with appropriate documentation. The Bank is in compliance with this
policy statement.

         The OTS had adopted an amendment to its accounting regulations to
require that transactions be reported in a manner that best reflects their
underlying economic substance and inherent risk and that financial reports
                                      26
<PAGE>
must incorporate any other accounting regulations or orders prescribed by the
OTS. Such regulations may result in reporting transactions in a manner that is
more stringent than may be required by GAAP.

         QUALIFIED THRIFT LENDER TEST. All thrift associations, including the
Bank, are required to meet a QTL test to avoid certain restrictions on their
operations. This test requires a savings association to have at least 65% of its
portfolio assets (as defined by regulation) in qualified thrift investments on a
monthly average for nine out of every 12 months on a rolling basis. As an
alternative, the thrift association may maintain 60% of its assets in those
assets specified in Section 7701(a)(19) of the Internal Revenue Code. Under
either test, such assets primarily consist of residential housing related loans
and investments. At December 31, 2000, the Bank met the QTL test and has always
met the test since its inception.

         Any thrift association that fails to meet the QTL test must convert to
a national bank charter, unless it requalifies as a QTL and thereafter remains a
QTL. Requalification as a QTL is restricted to one time only. If an association
does not requalify and converts to a national bank charter, it must remain
SAIF-insured until the FDIC permits it to transfer to the BIF. If an association
that fails the test has not yet requalified and has not converted to a national
bank, its new investments and activities are limited to those permissible for
both a thrift association and a national bank, and it is limited to national
bank branching rights in its home state. In addition, the association is
immediately ineligible to receive any new FHLB borrowings and is subject to
national bank limits for payment of dividends. If such association has not
requalified or converted to a national bank within three years after the
failure, it must divest of all investments and cease all activities not
permissible for a national bank. In addition, it must repay promptly any
outstanding FHLB borrowings, which may result in prepayment penalties. If any
association that fails the QTL test is controlled by a holding company, then
within one year after the failure, the holding company must register as a bank
holding company and become subject to all restrictions on bank holding
companies.

         COMMUNITY REINVESTMENT ACT. Under the CRA, every FDIC insured
institution has a continuing and affirmative obligation consistent with safe and
sound banking practices to help meet the credit needs of its entire community,
including low and moderate-income neighborhoods. The CRA does not establish
specific lending requirements or programs for financial institutions nor does it
limit an institution's discretion to develop the types of products and services
that it believes are best suited to its particular community, consistent with
the CRA. The CRA requires the OTS, in connection with the examination of the
Bank, to assess the institution's record of meeting the credit needs of its
community and to take such record into account in its evaluation of certain
applications, such as a merger or the establishment of a branch, by the Bank. An
unsatisfactory rating may be used as the basis for the denial of an application
by the OTS. The most recent CRA examination as of June 28, 1999 classified the
Bank as satisfactory.

         The federal banking agencies, including the OTS, revised the CRA
regulations and the methodology for determining an institution's compliance with
the CRA. Due to the heightened attention being given to the CRA, the Bank may be
required to devote additional funds for investment and lending in its local
community.

         TRANSACTIONS WITH AFFILIATES. Generally, transactions between a thrift
association or its subsidiaries and its affiliates are required to be on terms
as favorable to the association as transactions with non-affiliates. In
addition, certain of these transactions, such as loans to an affiliate, are
restricted to a percentage of the association's capital. Affiliates of the Bank
include the Company and any company which is under common control with the Bank.
In addition, a thrift association may not lend to any affiliate engaged in
activities not permissible for a bank holding company or acquire the securities
of most affiliates. The OTS has the discretion to treat subsidiaries of thrift
associations as affiliates on a case-by-case basis.

         Certain transactions with directors, officers or controlling persons
are also subject to conflict of interest regulations enforced by the OTS. These
conflict of interest regulations and other statutes also impose restrictions on
loans to such persons and their related interests. Among other things, such
loans must be made on terms substantially the same as for loans to unaffiliated
individuals. At December 31, 2000, loans to directors, executive officers, and
major stockholders were $1,279,920.

                                      27
<PAGE>

         FEDERAL HOME LOAN BANK SYSTEM. The Bank is a member of the FHLB of
Dallas, which is one of 12 regional FHLBs that administer the home financing
credit function of thrift associations. Each FHLB serves as a reserve or central
bank for its members within its assigned region. It is funded primarily from
proceeds derived from the sale of consolidated obligations of the FHLB System.
It makes loans to members (i.e., advances) in accordance with policies and
procedures established by the board of directors of the FHLB. These policies and
procedures are subject to the regulation and oversight of the Federal Housing
Finance Board. All advances from the FHLB are required to be fully secured by
sufficient collateral as determined by the FHLB. In addition, all long-term
advances are required to provide funds for residential home financing.

         Under federal law, the FHLBs are required to provide funds for the
resolution of troubled thrift associations and to contribute to low- and
moderately-priced housing programs through direct loans or interest subsidies on
advances targeted for community investment and low- and moderate-income housing
projects. These contributions have affected adversely the level of FHLB
dividends paid and could continue to do so in the future. These contributions
could also have an adverse effect on the value of FHLB stock in the future. A
reduction in value of the Bank's FHLB stock may result in a corresponding
reduction in the Bank's capital.

         As a member, the Bank is required to purchase and maintain stock in the
FHLB of Dallas. At December 31, 2000, the Bank had $944,600 in FHLB stock. The
Bank has received dividends on its FHLB stock which have averaged 6.05% over the
past five calendar years and were 6.37% for calendar year 2000. In addition, the
Bank received a one-time special dividend of $14,400 in April 2000.

         For the year ended December 31, 2000, stock and cash dividends paid by
the FHLB of Dallas to the Bank totaled $71,974 which constitutes a $26,112
increase from the amount of dividends received in fiscal year 1999. The $15,274
dividend received for the quarter ended December 2000 reflects an annualized
rate of 6.52%.

         REGULATORY ENVIRONMENT FOR 2001 AND FINAL REGULATORY ACTIONS FOR 2000.
The following summary presents a regulatory development report.

<TABLE>
<CAPTION>

        AGENCY                                      FINAL ACTIONS                                       STATUS
-----------------------   ------------------------------------------------------         ---------------------------------
<S>                       <C>                                                            <C>
FRB                       Proposal to permit electronic delivery of federally              Now covered under new "E-
                          mandated disclosures under Regulations B, E, M, Z, and           Sign Act" effective October 1,
                          DD.                                                              2000.

FRB, FDIC, OCC, OTS       Revisions to risk-based capital requirements for certain         Effective immediately, but
                          securitized transactions.                                        compliance not mandatory until
                                                                                           October 1, 2001.

FRB                       Changes in Regulation Z requiring "more prominent"               Effective October 3, 2000, but
                          disclosure of APRs, fees, and other charges for credit and       compliance not mandatory until
                          charge card solicitation and applications.                       October 1, 2001.

FRB                       Increase in the exemption from HMDA reporting                    Effective December 31, 2000.
                          requirements to $31 million in assets.

FRB                       Approval for financial holding companies to act as               Effective January 22, 2001.
                          finders.

FRB                       Final rules for financial holding company qualification.         Effective February 3, 2001.


                                             28
<PAGE>

        AGENCY                                      FINAL ACTIONS                                       STATUS
-----------------------   ------------------------------------------------------         ---------------------------------

SEC                       Rule limiting use of external auditors to perform internal       Effective February 5, 2001.
                          audit functions. Banks with less than $200 million in
                          assets are exempt.

FDIC, FRB, OCC, OTS       Rule regarding consumer protection requirements and              Effective April 1, 2001.
                          disclosures for depository institution sale of insurance
                          products.

FRB, FDIC, OCC, OTS       Rule regarding disclosure of certain agreements made to          Effective April 1, 2001.
                          fulfill Community Reinvestment Act requirements ("CRA
                          Sunshine")


        AGENCY                               NEW PROPOSALS                                             STATUS
-----------------------   ------------------------------------------------------         ---------------------------------

FDIC, FRB, OCC, OTS       Proposed rules to implement Fair Credit Reporting Act            Comments were due by
                          requirements regarding sharing of consumer information           December 4, 2000.
                          with affiliates.

FDIC, FRB, OCC, OTS       Proposal to develop simplified capital requirements for          Comments were due by
                          "non-complex" institutions.                                      February 1, 2001.

FRB                       Proposal to expand activities permissible for financial          Comments due by March 2,
                          holding companies to include real estate brokerage and            2001.
                          real estate management services.

FRB                       Proposed changes in Regulation C regarding scope and             Comments due by March 9,
                          nature of reporting HMDA information.                            2001.

FRB                       Proposed amendments to Regulation Z addressing                   Comments due by March 9,
                          predatory lending issues.                                        2001.


        AGENCY                             STILL PENDING                                               STATUS
-----------------------   ------------------------------------------------------         ---------------------------------

FRB                       Proposed changes to Regulation E requiring posting of            Comment period closed August
                          ATM fees.                                                        18, 2000.

FASB                      Proposal to eliminate "pooling of interest" accounting           Still pending.
                          for mergers, requiring "purchase" method to be used in
                          the future and modify current accounting standards
                          relating to certain intangible assets.
</TABLE>


         The impact of each of these items is currently under review by
management to determine advantages and disadvantages relative to the
shareholders.


                                      29
<PAGE>

FEDERAL AND STATE TAXATION

         FEDERAL TAXATION. Prior to the enactment of recent legislation
(discussed below), thrift associations such as the Bank that met certain
definitional tests relating to the composition of assets and other conditions
prescribed by the Internal Revenue Code of 1986, as amended (the "Code"), had
been permitted to establish reserves for bad debts and to made annual additions
thereto which could, within specified formula limits, be taken as a deduction in
computing taxable income for federal income tax purposes. The amount of the bad
debt reserve deduction for "non-qualifying loans" was computed under the
experience method. The amount of the bad debt reserve deduction for "qualifying
real property loans" (generally loans secured by improved real estate) is
computed under the experience method.

         In August 1996, legislation was enacted that repeals the percentage of
taxable income method of accounting used by many thrifts to calculate their bad
debt reserve for federal income tax purposes. As a result, small thrifts were
required to recapture that portion of the reserve that exceeds the amount that
could have been taken under the experience method for post-1987 tax years. The
legislation also requires thrifts to account for bad debts for federal income
tax purposes on the same basis as commercial banks for tax years beginning after
December 31, 1995. The recapture was to occur over a six-year period, the
commencement of which was delayed until the first taxable year beginning after
December 31, 1998, provided the institution meets certain residential lending
requirements. The legislation did not have a material impact on the Bank.

         In addition to regular income tax, corporations, including thrift
institutions such as the Bank, generally are subject to a minimum tax. An
alternative minimum tax ("AMT") is imposed at a minimum tax rate of 20% on
alternative minimum taxable income, which is the sum of a corporation's regular
taxable income (with certain adjustments) and tax preference items, less any
available exemption. The AMT is imposed to the extent it exceeds the
corporation's regular income tax and net operating losses can offset no more
than 90% of alternative minimum taxable income. For taxable years beginning
after 1986 and before 1996, corporations, including thrift associations such as
the Bank, are also subject to an environmental tax equal to 0.12% of the excess
of AMT income for the taxable year (determined without regard to net operating
losses and the deduction for the environmental tax) over $2 million.

         To the extent earnings appropriated to a thrift institution's bad debt
reserves for "qualifying real property loans" and deducted for federal income
tax purposes exceed the allowable amount of such reserves computed under the
experience method and to the extent of the thrift's supplemental reserves for
losses on loans ("Excess"), such Excess may not, without adverse tax
consequences, be utilized for the payment of cash dividends or other
distributions to a stockholder (including distributions on redemption,
dissolution or liquidation) or for any other purpose (except to absorb bad debt
losses). As of December 31, 2000, the Bank had no Excess. Under present law
should the Bank cease to be a thrift institution, the Company would be required
to recapture the Bank's bad debt reserves in its Excess.

         At December 31, 2000, the Company had remaining net operating loss
("NOL") carryforwards of approximately $3,860,000 for federal income tax
purposes which expire in varying amounts through 2011. In addition, the AMT NOL
carryforward and AMT credit carryforward were approximately $4,890,000 and
$120,000, respectively, which expire in varying amounts through 2011. Investment
tax credit carryforwards of approximately $38,000 expire in varying amounts
through 2005.

         Section 382 of the Internal Revenue Code ("Code") provides that the
aforementioned tax NOL carryforwards would be subjected to an annual limitation
should there be a change of over 50% in the stock ownership of the Company
during any three year testing period. Due to the fact that the Company has a tax
NOL carryforward, it is required to report changes in ownership of 5% or greater
of stockholders annually to the Internal Revenue Service ("IRS"). The statute
and applicable Treasury regulations are extremely complex. The Company believes
that no change of ownership as defined in applicable Section 382 regulations
occurred through the three-year testing period ended December 31, 2000. However,
if such a change in ownership occurs, the annual use of the tax NOL
carryforwards would be subject to an annual limitation.


                                      30
<PAGE>

         The Company files consolidated federal income tax returns with the Bank
and its subsidiary on a fiscal year basis using the accrual method of
accounting. The Bank's federal income tax returns have not been examined by the
Internal Revenue Service since 1990. With respect to years examined by the IRS,
either all deficiencies have been satisfied or sufficient reserves have been
established to satisfy asserted deficiencies. In the opinion of management, any
examination of still open returns (including returns of subsidiaries and
predecessors of, or entities merged into, the Bank) would not result in a
deficiency which could have a material adverse effect on the financial condition
or results of operations of the Company and its consolidated subsidiary.

         STATE TAXATION. As a Delaware holding company, the Company is exempted
from Delaware corporate income tax but is required to file an annual report with
and pay an annual fee to the State of Delaware. The Bank is also subject to an
annual franchise tax imposed by the State of Delaware.

         The State of New Mexico has a corporate tax which subjects the Bank's
New Mexico taxable income to tax rates ranging from 4.8% to 7.65%. New Mexico
taxable income is computed by applying certain modifications to federal taxable
income. The principal difference between state and federal taxable income is
that interest earned on U.S. government obligations is not taxable for state
purposes.

         The Bank's income tax returns have not been audited by state
authorities during the past five years.

NEW ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133 ("SFAS 133"), ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES. In July 1999, the FASB issued Statement No. 137, DEFERRAL OF
THE EFFECTIVE DATE OF FASB STATEMENT NO. 133, which deferred the effective date
of SFAS 133 to no later than January 1, 2001 for the Company's financial
statements. SFAS 133 requires companies to record derivatives on the balance
sheet at fair value. Changes in the fair values of those derivatives would be
reported in earnings or other comprehensive income depending on the use of the
derivative and whether it qualifies for hedge accounting. The key criterion for
hedge accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value of assets or liabilities or cash
flows from forecasted transactions. In June 2000, the FASB issued Statement No.
138, ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING
ACTIVITIES, an amendment of FASB Statement No. 133. The Company will implement
SFAS 133 on January 1, 2001 and this implementation is not expected to
materially impact the Company's financial statements.

         In September 2000, the FASB issued Statement No. 140 ("SFAS 140"),
ACCOUNTING FOR THE TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES, which replaces Statement No. 125 (of the same
title). SFAS 140 revises certain standards in the accounting for securitizations
and other transfers of financial assets and collateral, and requires some
disclosures relating to securitization transactions and collateral, but it
carries over most of SFAS 125's provisions. The collateral and disclosure
provisions of SFAS 140 are effective for year-end 2000 financial statements. The
other provisions of this Statement are effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after March 31,
2001. The adoption of this standard is not expected to have a material impact to
the Company.


                                      31
<PAGE>

COMPETITION

         The Bank's primary service area, which presently represents the
principal operating activities of the Company, includes the New Mexico counties
of Bernalillo, Cibola, Curry, De Baca, Los Alamos, McKinley, Roosevelt,
Sandoval, Santa Fe, Torrance, Valencia, and the Texas counties of Parmer and
Bailey. The Bank attracts all of its deposits and loans through its branch
offices and its former loan production office, primarily from the communities in
which those branch offices are located; therefore, competition for those
deposits is principally from other thrift institutions and commercial banks
located in the same communities as well as brokerage firms and insurance
companies.

EMPLOYEES

         As of December 31, 2000, the Bank had 53 full-time and 12 peak-time
employees. The Bank's employees are not represented by any collective bargaining
group. Management considers its employee relations to be good.





                                      32
<PAGE>

ITEM 2.           DESCRIPTION OF PROPERTY

         The Company's principal asset is the common stock of the Bank.

         The following table sets forth information relating to each of the
Bank's current offices. Net book value and total investment figures are for
land, building, furniture and fixtures.

<TABLE>
<CAPTION>
                                                              Net book value at         Branch deposits at
            Location                     Date acquired       December 31, 2000(1)       December 31, 2000
------------------------------------   -----------------    ----------------------    ----------------------
<S>                                    <C>                  <C>                       <C>
MAIN OFFICE:
801 Pile Street                               1966               $  1,099,075              $  68,028,376
Clovis, New Mexico

BRANCH OFFICES:
Prince and Parkland Streets                   1978                    347,614                 14,097,627
Clovis, New Mexico

400 West First Street                         1982                    584,997                 28,290,062
Portales, New Mexico

101 West Hill Street                          1999                    111,482 (2)             13,869,388
Gallup, New Mexico

5210 Eubank N.E.                              2000                  1,369,726                 12,990,513
Albuquerque, New Mexico
</TABLE>


(1) The book value of the Bank's investment in land, premises and equipment,
less accumulated depreciation, totaled $3,512,894 at December 31, 2000.

(2) The book value of the Bank's investment is for equipment and furniture. The
office building is under an operating lease.



ITEM 3.       LEGAL PROCEEDINGS

         The Company and its subsidiary are from time to time parties to various
legal actions arising in the normal course of business. Management believes that
there is no proceeding threatened or pending against the Company or its
subsidiary which, if determined adversely, would have a material adverse effect
on the financial condition or results of operations of the Company.



ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not applicable


                                      33

<PAGE>


                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Common Stock of the Bank was traded in the over-the-counter market
on the NASDAQ Small Cap Market under the symbol "FSBC" prior to October 21,
1996, and the Common Stock of the Company has been traded in the
over-the-counter market on the NASDAQ Small Cap Market under the symbol "AABC"
since October 21, 1996. As of February 26, 2001, the Company had 1,241,173
shares of common stock outstanding and 396 holders of record.

         The following table sets forth the high and low sales prices of the
Common Stock of the Company as quoted on the NASDAQ Small Cap Market.

<TABLE>
<CAPTION>
                                                                        Price range
                                                      ---------------------------------------
                                                                                     Cash
                                                                                   Dividends
                                                         High           Low        per share
                                                      -----------   -----------   -----------
<S>                                                   <C>           <C>           <C>
1999
   First Quarter                                       $    7.50     $    6.44         --
   Second Quarter                                      $   12.00     $    6.63         --
   Third Quarter                                       $    8.75     $    7.56         --
   Fourth Quarter                                      $    8.75     $    7.31         --

2000
   First Quarter                                       $    8.00     $    5.50         --
   Second Quarter                                      $    6.75     $    5.50         --
   Third Quarter                                       $    6.50     $    6.00         --
   Fourth Quarter                                      $    6.50     $    6.00         --
</TABLE>


         For a foreseeable period of time, the principal source of cash revenues
to the Company will be dividends paid by the Bank with respect to the Bank's
common stock. There are certain statutory and regulatory limitations on the
payment of such dividends (and other capital distributions) including OTS
regulatory capital requirements. In some cases, the OTS may prohibit a dividend
payment that meets these requirements on the basis that such a distribution
would be an unsafe or unsound practice. Furthermore, the Bank may not pay a
dividend if it will cause the institution to become "undercapitalized."

         The Bank is required to give the OTS thirty days prior notice of the
proposed declaration by its directors of any dividend. Any such dividend
declared within the thirty-day period or without giving such notice shall be
invalid and shall confer no rights or benefits on the Company as the sole
stockholder of the Bank.

         Under the Federal Deposit Insurance Act, an insured bank is prohibited
from paying dividends on its capital stock while in default in the payment of
any assessment due to the FDIC except in those cases where the amount of the
assessment is in dispute and the insured bank has deposited satisfactory
security. The Bank is not in default in the payment of any such assessment.

         No dividends were declared in the years ended December 31, 1999 or
2000.


                                      34
<PAGE>

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

SELECTED CONSOLIDATED FINANCIAL HIGHLIGHTS

         The Company became the unitary thrift holding company for the Bank as a
result of the consummation of an Agreement and Plan of Reorganization and
related Plan of Merger on October 21, 1996 (the "Merger"). The Company did not
have any material assets prior to the Merger. Following the Merger, the
Company's consolidated statement of financial condition and statement of
operations are not materially different from the Bank's statement of financial
condition and statement of operations. The Company is the successor registrant
to the Bank under the Securities Act of 1933 and the Securities Exchange Act of
1934. The following table sets forth selected consolidated historical financial
and operating data for the Company as of and for each of the five fiscal years
ended December 31, 2000 and has been derived from and should be read in
conjunction with the audited consolidated financial statements of the Company.
The following summary financial information is qualified in its entirety by and
should be read in conjunction with the detailed information and financial
statements of the Company, including the notes thereto, which information as of
December 31, 2000 and 1999 and for each of the three years in the period ended
December 31, 2000, is included in this Form 10-KSB.

<TABLE>
<CAPTION>

                                                               For the years ended December 31
                                               ------------------------------------------------------------------
SELECTED CONSOLIDATED OPERATING DATA:             2000          1999          1998           1997          1996
                                               ---------    ----------     ---------      ---------     ---------
                                                             (In Thousands Except Per Share Data)
<S>                                            <C>          <C>            <C>            <C>           <C>
Income statement data:
    Interest income                            $  10,701     $   8,887     $   8,010      $   7,250     $   7,473
    Interest expense                               5,748         4,794         4,523          4,149         4,717
                                               ---------     ---------     ---------      ---------     ---------
    Net interest income before provision
      for loan losses                              4,953         4,093         3,487          3,101         2,756
    Provision for loan losses                        199           324           238            118            14
                                               ---------     ---------     ---------      ---------     ---------
Net interest income after provision for
  loan losses                                      4,754         3,769         3,249          2,983         2,742
    Net gain on mortgage loans
      held-for-sale                                  251           297           223            149           141
    Net gain on sale of securities                    --           739            --             21            --
    Real estate operations, net                      (28)          (35)           10             (3)          (43)
    Other income, net                              1,011           765         1,545            697           664
    Other expenses                                (5,367)       (4,379)       (3,921)        (3,463)       (4,238)
                                               ---------     ---------     ---------      ---------     ---------
Income (loss) before income taxes                    621         1,156         1,106            384          (734)
    Income tax expense (benefit)                     211          (242)          346         (1,212)           --
                                               ---------     ---------     ---------      ---------     ---------

Net income (loss)                              $     410     $   1,398     $     760      $   1,596     $    (734)
                                               =========     =========     =========      =========     =========

Per share data:
    Earnings (loss) per common share           $     .33     $    1.13     $    0.62      $    1.40     $   (1.01)
                                               =========     =========     =========      =========     =========
    Earnings (loss) per common
      share-assuming dilution                  $     .32     $    1.10     $    0.59      $    1.37     $   (1.01)
                                               =========     =========     =========      =========     =========
</TABLE>


                                             35
<PAGE>

<TABLE>
<CAPTION>
                                                                            December 31
                                              -----------------------------------------------------------------------
SELECTED CONSOLIDATED FINANCIAL
  CONDITION DATA:                                 2000           1999           1998           1997          1996
                                              -----------    -----------    -----------    -----------    -----------
                                                                          (In Thousands)
<S>                                           <C>            <C>            <C>            <C>            <C>
Loans receivable, net                         $   119,479    $   104,177    $    88,809    $    58,172    $    45,596
Loans held-for-sale                                   821            184            855            298            564
Securities held-to-maturity                         6,091          6,857          7,528         18,947         29,113
Securities available-for-sale                       7,639          9,120         11,426         15,032         23,640
Real estate owned, net                                154            188            166             76             86
Total assets                                      154,345        141,808        121,768        107,213        106,853
Deposits                                          137,276        122,480        105,045         97,412         98,164
Borrowings                                          2,750          7,250          5,750             --          3,000
Net unrealized depreciation on
   available-for-sale securities, net                 (45)           (73)           (41)            (3)          (199)
Stockholders' equity                               11,736         11,313          9,925          9,145          5,086


SELECTED FINANCIAL RATIOS AND OTHER DATA:
                                                  2000           1999           1998           1997          1996
                                              -----------    -----------    -----------    -----------    -----------

PERFORMANCE RATIOS:
    Return on assets (ratio of net
      income/(loss)to average total assets)          0.28%          1.06%          0.66%          1.49%         (0.66)%
    Interest rate spread information:
      Average during period                          3.56           3.17           3.02           2.91           2.43
      End of period                                  3.46           3.55           3.04           3.01           2.68
    Net interest margin (1)                          3.67           3.33           3.20           3.08           2.54
    Ratio of operating expense to average
      total assets                                   3.64           3.35           3.42           3.24           3.83
    Return on equity (ratio of net
      income/(loss) to average equity)               3.56          13.17           7.97          22.43         (13.70)

QUALITY RATIOS:
    Non-performing assets to total assets
      at end of year                                 0.28%          0.22%          0.42%          0.08%          1.60%
    Allowance for loan losses to
      non-performing loans                         157.03         276.84         116.62         634.94          25.06
    Allowance for loan losses to total
      loans                                          0.57           0.83           0.68           0.91           0.94

CAPITAL RATIOS:
    Equity to total assets at the end of
      year                                           7.60%          7.98%          8.15%          8.53%          4.76%
    Average equity to average assets                 7.78           8.06           8.33           6.65           4.78
    Ratio of average interest-earning
      assets to average interest-bearing
      liabilities                                  102.52         104.25         112.47         103.86         102.55

Number of full service facilities                    5              4              3              3              3
</TABLE>

(1)  Net interest income divided by average interest earning assets


                                      36
<PAGE>

GENERAL

         The Company is a Delaware corporation which was organized in 1996 for
the purpose of becoming the thrift holding company of the Bank. The Bank is a
federally chartered stock savings bank conducting business from five banking
locations in Clovis, Albuquerque, Gallup, and Portales, New Mexico. The Bank has
a wholly-owned subsidiary, FEDCO, which is currently inactive.

         The Bank is principally engaged in the business of attracting retail
deposits from the general public and investing those funds in first mortgage
loans in owner occupied, single-family residential loans and mortgage-backed
securities. To a lesser extent, the Bank originates residential construction
loans and commercial real estate loans. The Bank also originates consumer loans,
including loans for the purchase of automobiles and home improvement loans, and
commercial loans including SBA loans.

         The most significant outside factors influencing the operations of the
Bank and other financial institutions include general economic conditions,
competition in the local market place and the related monetary and fiscal
policies of agencies that regulate financial institutions. More specifically,
the cost of funds, primarily consisting of deposits, is influenced by interest
rates on competing investments and general market rates of interest. Lending
activities are influenced by the demand for real estate financing and other
types of loans, which in turn is affected by the interest rates at which such
loans may be offered and other factors affecting loan demand and funds
availability.

         In order to continue to meet the financial services needs of the
communities it serves, the Bank intends to continue to grow in a reasonable,
prudent manner which may include expansion of the existing branch network. As a
part of this intended growth, the Bank has increased the portfolio allocation of
single-family lending, consumer lending and commercial lending. Certain
improvements have been completed and should assist in the expansion of the
Bank's core deposit base.

         Growth of the Bank may be financed by either increasing the deposit
portfolio or from borrowed funds. The use of borrowed funds to purchase short
duration, mortgage-backed securities or single family mortgage loans may be
considered to add to the Bank's portfolio.

         The Company's strategic plan will continue to be reviewed quarterly for
progress by the Board of Directors. The Board will modify the plan as deemed
appropriate to reflect the operational environment of the Bank.

         The Bank originated a high volume of single-family mortgage loans
during 1998. As the prime rate increased in 1999 and 2000, loan originations of
single-family loans slowed to more normal levels. The Bank responded by
originating more commercial and consumer loans, and was able to increase
adjustable rate originations during 2000, and to a lesser extent in 1999.

         Prepayment tendencies on loans and mortgage-backed securities may vary
from historical experience and depositors' preference for various deposit
products and maturities may also vary. The Bank's favorable liquidity position
of 9.06% allows some flexibility in adjusting to cash flow requirements brought
on by interest rate changes. The Bank's one-year interest-rate sensitivity gap
was a negative 9.62% of total assets as December 31, 2000. A negative gap
indicates there are more interest-bearing liabilities repricing during a stated
period than interest-earnings assets.

         At December 31, 2000, the Bank had unrealized losses in its
mortgage-backed securities portfolio which are being held-to-maturity. The Bank
has both the intent and ability to hold these securities until maturity. In
addition, management believes the Bank will be able to collect all amounts due
according to the contractual terms of the debt securities and is not aware of
any information that would indicate the inability of any issuer of such
securities to make contractual payments in a timely manner. As such the Bank
believes that these unrealized losses will not ultimately be realized.

         All of the Bank's mortgage-backed securities are agency securities and
are either guaranteed by the full faith and credit of the United States
Government (GNMA) or are insured by a government sponsored enterprise (FNMA and
FHLMC). None of these securities are considered "high risk" as defined by the
OTS and none have


                                      37
<PAGE>

failed to pass the FFIEC mandatory test for "high risk" securities. The Bank
does not invest in such "high risk" securities.

         Management of the investment portfolio is not designed to be the
primary source of funds for the Bank's operations. Rather, it is viewed as a use
of funds generated by the Bank to be invested in interest-earning assets to be
held-to-maturity or available-for-sale. Cash flow mismatches between sources and
uses of funds should not require any of the securities to be liquidated. While
cash flows from the securities vary depending on the prepayment speeds
associated with each particular security, the variance in the prepayment speeds
does not impact the over-all cash flow needs of the Bank since the Bank has the
ability to borrow funds from the FHLB of Dallas. See LIQUIDITY AND CAPITAL
RESOURCES in this Form 10-KSB.

REGULATORY MATTERS

         Under the CRA, every FDIC insured institution has a continuing and
affirmative obligation consistent with safe and sound banking practices to help
meet the credit needs of its entire community, including low and moderate-income
neighborhoods. The most recent CRA examination as of June 28, 1999 classified
the Bank as satisfactory.


                                      38

<PAGE>

RESULTS OF OPERATIONS

         The Bank's operating results are impacted by many factors, the most
important factor being the interest spread between the yield on loans and
investments and the cost of funds. The following table presents operating
results for the Bank. The table presents for the periods indicated the total
dollar amount of interest income from average interest-earning assets and the
resultant yields, as well as the interest expense on average interest-bearing
liabilities, expressed both in dollars and rates. No tax equivalent adjustments
were made and all average balances are monthly average balances. Non-accruing
loans have been included in the table as loans carrying a zero yield.

<TABLE>
<CAPTION>
                                                                  Year ended December 31,
                                                                  (Dollars In Thousands)
                               ----------------------------------------------------------------------------------------------
                                           2000                            1999                            1998
                               ------------------------------  -------------------------------  --------------------------------
                                 Average   Interest              Average     Interest             Average     Interest
                               outstanding earned/   Yield/    outstanding   earned/   Yield/   outstanding    earned/    Yield/
                                balance     paid      rate       balance      paid      rate      balance       paid       rate
                               ----------  --------  -------   -----------  --------  -------   -----------   --------   -------
<S>                            <C>         <C>       <C>       <C>          <C>       <C>       <C>           <C>        <C>
Interest-earning assets:
  Loans receivable(1)          $  113,463  $  9,193    8.10%   $   99,178   $  7,593     7.66%   $   76,674   $  6,144    8.01%
  Mortgage-backed securities       13,674       849    6.21        16,309        900     5.52        26,029      1,452    5.58
Investment securities               3,394       243    7.15         1,234         74     5.98         1,006         70    6.98
Other interest-earning assets       6,772       416    6.14         6,241        320     5.13         5,417        344    6.36
                               ----------  --------  --------  ----------   --------    ------   ----------   --------   ------

    Total interest-earning
      assets(1)                $  137,303  $ 10,701    7.79%   $  122,962   $  8,887     7.23%   $  109,126   $  8,010    7.34%
                               ==========  ========  ========  ==========   ========   =======   ==========   ========   ======

Interest-bearing liabilities:
  Savings deposits             $  125,636  $  5,155    4.10%   $  109,286   $  4,328      3.96%  $   99,823   $  4,260     4.27%
  Federal Home Loan Bank
    advances                        8,294       508    6.12         8,661        466      5.38        4,786        263     5.49
                               ----------  --------  --------  ----------   --------    ------   ----------   --------   ------

    Total interest-bearing
      liabilities              $  133,930  $  5,663    4.23%   $  117,947   $  4,794      4.06%  $  104,609   $  4,523     4.32%
                               ==========  ========  ========  ==========   ========   =======   ==========   ========   ======

Net interest income                        $  5,038                         $  4,093                          $   3,487
                                           ========                         =========                         =========
Net interest rate spread                               3.56%                              3.17%                            3.02%
                                                     ========                          =========                         ======

Net interest-earning assets    $    3,373                      $    5,015                        $    4,517
                               ==========                      ==========                        ==========
Net yield
   on average
   interest-earning assets                             3.67%                              3.33%                            3.20%
                                                     ========                          =========                         ======
Average interest-earning
   assets to average
   interest-bearing
   liabilities                              102.52%                           104.25%                           104.32%
                                           ========                         =========                         =========
</TABLE>

(1)  Calculated net of loans in process


                                      39
<PAGE>

         The following table presents the weighted average yields earned on
loans, investments, and other interest-earning assets, and the weighted average
rates paid on deposits and borrowings and the resultant interest rate spreads at
the dates indicated. Weighted average rates are based on the balances at the end
of the period.

<TABLE>
<CAPTION>
                                                                                                At December 31,
                                                                                    -----------------------------------------
                                                                                        2000          1999          1998
                                                                                    -------------  ------------  ------------
<S>                                                                                 <C>            <C>           <C>
WEIGHTED AVERAGE YIELD ON:
  Loans receivable                                                                       8.34%          7.70%         7.81%
  Mortgage-backed securities                                                             6.49           5.72          5.44
  Investment securities and other interest-earning assets                                6.85           6.16          6.34
                                                                                    -------------  ------------  ------------
COMBINED WEIGHTED AVERAGE YIELD ON INTEREST-EARNING ASSETS                               8.07%          7.34%         7.31%
                                                                                    -------------  ------------  ------------
WEIGHTED AVERAGE RATE PAID ON:
  Statement savings                                                                      1.47%          1.97%         2.25%
  Transaction accounts                                                                   2.29           2.12          2.60
  CDs                                                                                    5.80           4.72          5.11
  Borrowings                                                                             6.41           5.40          5.44
                                                                                    -------------  ------------  ------------
COMBINED WEIGHTED AVERAGE RATE PAID ON INTEREST-BEARING LIABILITIES                      4.61%          3.79%         4.27%
                                                                                    -------------  ------------  ------------

SPREAD                                                                                   3.46%          3.55%         3.04%
                                                                                    =============  ============  ============
</TABLE>

         The following table presents the dollar amount of changes in interest
income and interest expense for major components of interest-earning assets and
interest-bearing liabilities and distinguishes between the increase related to
higher or lower outstanding balances and the volatility of interest rates. For
each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to (i) changes in volume (i.e.,
changes in volume multiplied by old rate) and (ii) changes in rate (i.e.,
changes in rate multiplied by old volume). For purposes of this table, changes
attributable to both rate and volume, which cannot be segregated, have been
presented separately.

<TABLE>
<CAPTION>
                                                                  Year ended December 31
                              ------------------------------------------------------------------------------------------------
                                               2000 vs 1999                                     1999 vs 1998
                              -----------------------------------------------  -----------------------------------------------
                                        Increase (decrease) due to                       Increase (decrease) due to
                              -----------------------------------------------  -----------------------------------------------
                                                        Rate/                                            Rate/
                               Volume       Rate        volume      Total       Volume       Rate        volume       Total
                              ----------  ----------  ----------- -----------  ----------  ----------  -----------  ----------
                                                                      (In Thousands)
<S>                           <C>         <C>         <C>         <C>          <C>         <C>         <C>          <C>
Interest-earning assets:
  Loan portfolio              $    1,094  $      436  $       70  $    1,600   $    1,803  $     (268) $      (86)  $    1,449
  Mortgage-backed securities        (145)        113         (19)        (51)        (542)        (16)          6         (552)
  Investments                        129          14          26         169           16         (10)         (2)           4
  Other interest earning
  assets                              27          63           6          96           52         (67)         (9)         (24)
                              ----------  ----------  ----------- -----------  ----------  ----------  -----------  ----------

Total interest-earning
  assets                      $    1,105  $      626  $       83  $    1,814   $    1,329  $     (361) $      (91)  $      877
                              ==========  ==========  =========== ===========  ==========  ==========  ===========  ==========

Interest-bearing
  liabilities:
  Savings deposits            $      647  $      153  $       27  $      827   $      404  $     (309) $      (27)  $       68
  Federal Home Loan Bank
   advances                          (20)         64          (2)         42          213          (5)         (5)         203
                              ----------  ----------  ----------- -----------  ----------  ----------  -----------  ----------

Total interest-bearing
  liabilities                 $      627  $      217  $       25  $      869   $      617  $     (314) $      (32)  $      271
                              ==========  ==========  =========== ===========  ==========  ==========  ===========  ==========

Change in net interest
  income                      $      478  $      409  $       58  $      945   $      712  $      (47) $      (59)  $      606
                              ==========  ==========  =========== ===========  ==========  ==========  ===========  ==========
</TABLE>


                                      40
<PAGE>

COMPARISON OF YEARS ENDED DECEMBER 31, 2000 AND 1999

         Net income for the year ended was $410,000 or $.33 per share compared
to net income of $1,398,000 or $1.13 per share for 1999. The $988,000 decrease
in earnings was primarily due to a $539,000 decrease in noninterest income and a
$453,000 increase in tax expense.

         NET INTEREST INCOME. Net interest income before provision for loan
losses increased by 21.01% to $4,953,000 in 2000, compared to $4,093,000 in
1999. The increase in 2000 was due to an increase in loan volume and increasing
the rate received on interest-earning assets.

         PROVISION FOR LOAN LOSSES. The level of the allowance for loan losses
is based on such factors as the amount of non-performing assets, historical loss
experience, regulatory policies, general economic conditions, the estimated fair
value of the underlying collateral and other factors which may affect the
collectibility of the loans. During 2000, the provision for loan losses
decreased to $199,000 from $324,000 in 1999 due to the condition of the assets.

         NONINTEREST INCOME. Noninterest income was $1,262,000 in 2000 compared
to $1,801,000 in 1999. During 1999, a long-term capital gain on the sale of
securities of $739,000 increased noninterest income.

         NONINTEREST EXPENSE. Noninterest expense increased by $979,000 or
22.18% to $5,393,000 in 2000 compared to $4,414,000 in 1999. Salaries and
employee benefits increased by $534,000, occupancy expense increased $218,000,
and amortization of goodwill increased by $121,000. These increases were
primarily due to the opening of a new branch in 2000 and acquiring two branches
in the last quarter of 1999.

         PROVISION OF INCOME TAXES. The net income tax expense of $211,000 in
2000 as compared to the benefit of $242,000 in 1999, was primarily due to a
reduction in 1999 of the deferred tax asset valuation allowance of approximately
$635,000. To the extent the valuation allowance was reduced, the related tax
benefit was credit to income in 1999.

COMPARISON OF YEARS ENDED DECEMBER 31, 1999 AND 1998

         Net income for the year ended was $1,398,000 or $1.13 per share
compared to net income of $760,000 or $.62 per share for 1998. The $638,000 or
83.95% increase in earnings was primarily due to an increase of $606,000 in net
interest income.

         NET INTEREST INCOME. Net interest income before provision for loan
losses increased by 17.39% to $4,093,000 in 1999, compared to $3,487,000 in
1998. The increase in 1999 was due to an increase in loan volume while
decreasing the rate paid on interest bearing deposits to enhance net interest
income.

         PROVISION FOR LOAN LOSSES. The level of the allowance for loan losses
is based on such factors as the amount of non-performing assets, historical loss
experience, regulatory policies, general economic conditions, the estimated fair
value of the underlying collateral and other factors which may affect the
collectibility of the loans. During 1999, the provision for loan losses
increased to $324,000 from $238,000 in 1998 due to the increased size of the
loan portfolio.

         NONINTEREST INCOME. Noninterest income was $1,801,000 in 1999 compared
to $1,778,000 in 1998. During 1999, a long-term capital gain on the sale of
securities of $739,000 increased noninterest income. During 1998, a net gain of
$838,000 on the sale of approximately $100,000,000 of mortgage servicing rights
increased other noninterest income.


                                      41
<PAGE>

         NONINTEREST EXPENSE. Noninterest expense increased by $493,000 or
12.57% to $4,414,000 compared to $3,921,000 in 1998. Other expenses increased
$243,000 in 1999, which was partially due to the $115,000 amortization of
organization costs of the Holding Company due to the adoption of a new
accounting standard in the first quarter. Other expense also includes an
increase of $127,000 due to loan servicing fee expense in 1999, as a result of
the sale of loan servicing in December 1998.

         PROVISION FOR INCOME TAXES. The net income tax benefit of $242,000 in
1999 as compared to an expense of $346,000 in 1998, was primarily due to a
reduction in 1999 of the deferred tax asset valuation allowance of approximately
$635,000. To the extent the valuation allowance was reduced, the related tax
benefit was credited to income.

ASSET/LIABILITY MANAGEMENT AND INTEREST RATE SENSITIVITY

         The Bank attempts to maximize net interest income by achieving a
positive interest rate spread that can be sustained during fluctuations in
prevailing interest rates. Management monitors the mix of earning assets on a
continuous basis in order to react to fluctuating interest rate environments.

         Risk-based capital guidelines and the corresponding asset risk
weighting have resulted in an incentive to invest in mortgage-backed and U.S.
agency securities, particularly those issued by government sponsored entities
such as FNMA, GNMA, and FHLMC. In addition, the favorable risk weighting
assigned to residential loans provided the incentive to invest in these assets.
This asset mix has always been the basis on which the Bank has focused.

         The Bank assumes a high level of interest rate risk as a result of its
policy to originate fixed-rate single family home loans. These loans generally
have longer terms than the short term characteristics and liabilities of
customer accounts and borrowed money. Rates decreased in 1998, but increased in
1999 and 2000. As the prepayment on loans and mortgage-backed securities have
occurred, the proceeds have been channeled to new commercial and consumer loans
with a resulting increase in interest income.

         Interest rate sensitivity is the rate at which the Bank's assets and
liabilities are subject to repricing at future time periods. Management seeks to
effectively manage interest rate sensitivity to insure that net interest income
is maximized while the impact of change on market interest rates is minimized.
It is the objective of the Bank to reduce the sensitivity of its earnings to
fluctuating interest rates by diversifying the sources of funds, improving its
interest rate spread, and improving the ratio of earning assets to interest
bearing liabilities. Also, the Bank needs to maintain a match of maturities and
interest rate sensitivity of its assets and liabilities.

         The differences between the volume of assets and liabilities in the
Bank's current portfolio, which are subject to repricing in future time periods,
are known as interest rate sensitivity gaps. Certain estimates and assumptions
are included in the data in the table below which sets forth the interest rate
sensitivity analysis at December 31, 2000.

         The following table sets forth the assumed repricing and maturity
periods of the Bank's interest-earning assets and interest-bearing liabilities
at December 31, 2000 and the interest rate sensitivity gap percentages at the
dates indicated. The interest rate sensitivity gap is defined as the amount by
which assets repricing within the respective periods exceed liabilities
repricing within such periods. The effect of these assumptions is to quantify
the dollar amount of items that are interest-rate sensitive and can be repriced
within each of the periods specified. Such repricing can occur in one of three
ways: (1) the rate of interest to be paid on an asset or liability may adjust
periodically on the basis of an index; (2) an asset or liability such as a
mortgage loan may amortize,


                                      42
<PAGE>

permitting reinvestment of cash flows at the then-prevailing interest rates;
or (3) an asset or liability may mature, at which time the proceeds can be
reinvested at current market rates.

<TABLE>
<CAPTION>
                                                                    Maturing or Repricing Amount
                                        -----------------------------------------------------------------------------------
                                         Within     Over 1 to    Over 3 to   Over 5 to   Over 10 to    Over 20
                                        one year     3 years      5 years     10 years    20 years      years       Total
                                        ---------   ---------    ---------   ---------   ---------    ---------   ---------
                                                                            (In Thousands)
<S>                                     <C>         <C>          <C>         <C>         <C>          <C>         <C>
Total Rate Sensitive Assets:
  Mortgages:
   Adjustable-rate (1)                  $  12,786   $   1,771    $     161   $     273   $      --    $      --   $  14,991
   Fixed-rate (2)                          10,310      17,466       11,678      13,733       3,676          249      57,112
   Construction(6)                          1,219          --           --          --          --           --       1,219
   Non-residential adjustable (2)           8,845       3,333           --          --          --            -      12,178
   Non-residential fixed                    6,487       2,157        3,103       1,699       1,673          125      15,244
  Non-Mortgages:
   Consumer and Commercial adjustable       4,672         147           --          --          --           --       4,819
   Consumer and Commercial fixed (2)(6)     7,057       5,725        2,314         878         150           --      16,124
  Investments:
   Investment securities (3)                1,500         693           --          --          --          300       2,493
   Mortgage-backed (1)(2)                   9,876         381          287         442         304            7      11,297
   Funds sold (3)                           6,845         200           --          --          --           --       7,045
                                        ---------   ---------    ---------   ---------   ---------    ---------   ---------

TOTAL                                   $  69,597   $  31,873    $  17,543   $  17,025   $   5,803    $     681   $ 142,522
                                        =========   =========    =========   =========   =========    =========   =========

Total Rate Sensitive Liabilities:
  Deposits:
   Certificates of deposit (3)          $  68,534   $   9,231    $     810   $      --   $      --    $      --   $  78,575
   IRAs                                     7,543       2,465          660          --          --           --      10,668
   Money market (4)                         3,791       3,939        3,419      11,149          --            -      22,298
   NOW accounts (4)                           517       2,273        1,956       3,884          --           --       8,630
   Savings accounts (4)                     2,065       1,073          932       2,005          --           --       6,075
 Advances                                   2,000         750           --          --          --           --       2,750
                                        ---------   ---------    ---------   ---------   ---------    ---------   ---------

TOTAL                                   $  84,450   $  19,731    $   7,777   $  17,038   $      --    $      --   $ 128,996
                                        =========   =========    =========   =========   =========    =========   =========

December 31, 2000
Cumulative interest rate sensitivity
  gap (5)                               $ (14,853)  $  (2,711)   $   7,055   $   7,042   $  12,845    $  13,526
Cumulative interest rate sensitivity
  gap (5) as a percent of total assets      (9.62)%     (1.76)%       4.57 %      4.56 %      8.32%        8.76%
December 31, 1999
Cumulative interest rate sensitivity
  gap (5) as a percent of total assets      (9.29)%     (5.62)%      (2.61)%     (2.18)%      4.93%        6.01%
December 31, 1998
Cumulative interest rate sensitivity
  gap (5) as a percent of total assets      (6.13)%     (0.16)%       3.78 %      5.39 %      7.70%        7.80%
</TABLE>

(1)  MOST ADJUSTABLE RATE ASSETS ARE INCLUDED IN THE "UNDER 1 YEAR" CATEGORY,
     AS THEY ARE SUBJECT TO AN INTEREST RATE ADJUSTMENT EVERY SIX OR TWELVE
     MONTHS, DEPENDING UPON LOAN PLAN.
(2)  MATURITY/RATE SENSITIVITY IS BASED UPON CONTRACTUAL MATURITY WITH
     PROJECTED REPAYMENT OF PRINCIPAL.
(3)  BASED ON CONTRACTUAL MATURITY OF THE INVESTMENTS.
(4)  SAVINGS ACCOUNT DECAY RATES USED ASSUME THAT THE ACCOUNTS HAVE A MARKET
     VALUE SENSITIVITY APPROXIMATING THAT OF A 2 1/2 YEAR TREASURY BOND.
(5)  THE DIFFERENCE BETWEEN RATE SENSITIVE ASSETS AND RATE SENSITIVE
     LIABILITIES.
(6)  GENERALLY FIXED RATE.


         As prepayment activity changes, however, the resulting gap is expected
to be affected. An increase in prepayment speeds would be expected to move the
gap toward a matched or positive position. The opposite would be expected to
occur if prepayment speeds decrease. Prepayment speeds are influenced by
fluctuation in interest rates and may not produce the same results as reflected
in the previous table. Also, certain assets and liabilities may have similar
maturities or repricing periods but could react differently to changes in
interest rates. Assets which have adjustable-rate features may have a limitation
on the periodic interest rate adjustments and


                                      43
<PAGE>

could result in a rate that is still below existing market rates. This same
feature may also limit the downward adjustment in a declining rate
environment.

         Beginning in the third quarter of 1997, FHLB advances were used to
supplement cash flow from operations as the Bank's lending activities began to
increase. The Bank purchased approximately $23.9 million in liabilities on
November 5, 1999, which it used to pay off its short-term FHLB advances. The
Bank increased deposits by approximately $15 million in 2000, which was
primarily due to the opening of a new branch in Albuquerque, New Mexico in June
2000. The increase in deposits was used to fund loans and payoff FHLB advances
during the year.

         Presented below, as of December 31, 2000, is an analysis of the Bank's
interest rate risk as measured by changes in net present value for instantaneous
and sustained parallel shifts in the yield curve, in 50 or 100 basis point
increments, up and down 300 basis points. As illustrated in the table, the
Bank's NPV is more sensitive to rising rates than declining rates. This occurs
principally because, as rates rise, the market value of fixed-rate loans
declines due to both the rate increase and slowing prepayments (and the NPV
focuses on the Bank's entire portfolio, not just assets that are subject to
adjustment or maturity within one year). When rates decline, the Bank does not
experience a significant rise in market value for these loans because borrowers
repay at relatively high rates.

<TABLE>
<CAPTION>
                                               Net Present Value
                           Change in          At December 31, 2000
                         interest rate     -------------------------
                         (basis points)       $ Change      % Change
                       ------------------  -------------  -------------
                                               (000's)
                       <S>                 <C>            <C>
                             +300            $  (5,737)        (29)%
                             +200               (3,755)        (19)
                             +100               (1,799)         (9)
                              +50                 (876)         (4)
                                0                   --          --
                              -50                  802           4
                             -100                1,359           7
                             -200                2,177          11
                             -300                3,017          15
</TABLE>


                                      44

<PAGE>

         Management reviews these measurements periodically. In addition to
monitoring selected measures on NPV, management also monitors effects on net
interest income resulting from increases or decreases in rates. This measure is
used in conjunction with NPV measures to identify excessive interest rate risk.

         Certain shortcomings are inherent in the method of analysis presented
in the foregoing table. For example, although certain assets and liabilities may
have similar maturities or periods to repricing, they may react in different
degrees to changes in market interest rates. Also, the interest rates on certain
types of assets and liabilities may fluctuate in advance of changes in market
rates. Additionally, certain assets, such as adjustable rate mortgage loans,
have features which restrict changes in interest rates on a short-term basis and
over the life of the asset. Further, in the event of a change in interest rates,
prepayment and early withdrawal levels would likely deviate significantly from
those assumed in calculating the table. Finally, the ability of many borrowers
to service their debt may decrease in the event of an interest rate increase.

         In addition, the previous table does not necessarily indicate the
impact of general interest rate movements on the Bank's net interest income
because the repricing of certain categories of assets and liabilities is subject
to competitive and other pressures beyond the Bank's control. As a result,
certain assets and liabilities indicated as maturing or otherwise repricing
within a stated period may in fact mature or reprice at different times and at
different volumes.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's current liquidity and capital resources are dependent on
its ability to borrow funds from the Bank and other sources as well as receive
dividends from the Bank. The Bank's primary sources of funds are deposits, sales
of mortgage loans, principal and interest payments on loans and mortgage-backed
securities, borrowings, and funds provided by operations. While scheduled loan
and mortgage-backed securities principal repayments are a relatively predictable
source of funds, deposits flows, prepayments of principal on loans and
mortgage-backed securities, and sales of mortgage loans are greatly influenced
by general interest rates, economic conditions, and competition. Current OTS
regulations require the Bank to maintain cash and eligible investments in an
amount equal to at least 4% of customer accounts and short-term borrowings to
assure its ability to meet demands for withdrawals and repayment of short-term
borrowings. As of December 31, 2000, the Bank's liquidity ratio was 9.06% which
was in excess of the minimum regulatory requirements.

         During the year ended December 31, 2000, total deposits increased
approximately $14.8 million or 12.08%, and FHLB advances decreased by $4.5
million. Stock options were exercised in 2000 with proceeds to the Company of
$28,688. Securities available-for-sale decreased by $1.5 million and securities
held-to-maturity decreased by $0.8 million in 2000. The increase in deposits and
decrease in securities were used to fund loans which increased by $15.3 million
in 2000.

         The Bank's capital for regulatory purposes at December 31, 2000 was
$10,951,038 or 7.21% of total regulatory assets. Regulations require savings
institutions to have a minimum regulatory tangible capital ratio equal to 1.5%
of adjustable tangible assets, a minimum 3% core capital ratio, and a minimum 8%
risk-based capital ratio. At December 31, 2000 and 1999, the Bank was in
compliance with all applicable capital standards.

         The OTS has adopted a rule that requires every thrift association with
more than normal interest rate risk to deduct from its total capital, for
purposes of determining compliance with such requirement, an amount equal to 50%
of its interest rate risk exposure multiplied by the present value of its
assets. This exposure is a measure of the potential decline in the net portfolio
value of a thrift association, greater than 2% of the present value of its
assets, based upon a hypothetical 200 basis point increase or decrease in
interest rates (whichever results in a greater decline). Net portfolio value is
the present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. The rule provides for a two quarter lag between
calculating interest rate risk and recognizing any deduction from capital. Any
thrift association with less than $300 million in assets and a total capital
ratio in excess of 12% is exempt from this requirement unless the OTS determines
otherwise. Currently, the Bank is exempt from this rule.

                                      45

<PAGE>

         The table below presents the Bank's capital position at December 31,
2000 relative to the existing regulatory requirements:


<TABLE>
<CAPTION>

                                                                                                                Percent of
                                                                                               Amount           assets (1)
                                                                                          ------------------  ---------------
                                                                                           (In Thousands)
<S>                                                                                       <C>                 <C>
Tangible capital                                                                          $       10,951             7.21%
Tangible capital requirement                                                                       2,277             1.50
                                                                                          ------------------  ---------------

       Excess tangible capital                                                            $        8,674             5.71%
                                                                                          ==================  ===============

Core capital                                                                              $       10,951             7.21%
Core capital requirement                                                                           6,073             4.00
                                                                                          ------------------  ---------------

       Excess core capital                                                                $        4,878             3.21%
                                                                                          ==================  ===============

Total capital (i.e., core and supplemental capital)                                       $       11,633            11.42%
Risk-based capital requirement                                                                     8,151             8.00
                                                                                          ------------------  ---------------

       Excess total capital                                                               $        3,482             3.42%
                                                                                          ==================  ===============

</TABLE>

(1)  Based upon adjusted assets for purposes of the tangible capital and core
     capital requirements, and risk-weighted assets for purposes of the
     risk-based capital requirement.


         The OTS Capital Distribution Regulation differentiates thrift
institutions primarily by their capital levels and prescribes the amount of
capital distributions that can be made without prior OTS approval.

         The Bank has met its liquidity requirements with funds generated from
operations, proceeds from repayment or sale of loans and investment securities,
short-term borrowings, and the purchase of deposits during 2000. If alternative
funding is needed, the Bank can generate additional funds from several other
sources. Currently, the FHLB system functions as a source of credit for the
Bank.



ASSET QUALITY

         ALLOWANCE FOR LOAN LOSSES. The allowance for loan losses is established
through a provision for loan losses based on management's quarterly asset
classification review and evaluation of the risk inherent in its loan portfolio
and changes in the nature and volume of its loan activity. Such evaluation,
which includes a review of all loans of which full collectibility may not be
reasonably assured, considers among other matters, the estimated fair value of
the underlying collateral, economic conditions, cash flow analysis, historical
loan loss experience, discussions held with delinquent borrowers and other
factors that warrant recognition in providing for allowance for loan losses.

         During 2000, net loans increased approximately $15,303,000 or 14.69%
from December 31, 1999 and the allowance for loan losses decreased $183,000.
Management feels that the December 31, 2000 allowances are adequate for future
needs.

                                      46

<PAGE>

         The following presents an analysis of the allowance for loan losses for
years ended December 31, 2000, 1999, and 1998.


<TABLE>
<CAPTION>

                                                                                             Year ended December 31
                                                                                    -----------------------------------------
                                                                                        2000          1999          1998
                                                                                    -------------  ------------  ------------
                                                                                                  (In Thousands)
<S>                                                                                 <C>            <C>           <C>
MORTGAGE LOANS:
Balance at beginning of year                                                        $       422    $       362   $       301

Loans charged-off                                                                            --             --            --
Recoveries                                                                                   --             --            --
                                                                                    -------------  ------------  ------------

       Net loans charged-off                                                                 --             --            --
Provision for loan losses charged to operations                                              72             60            61
Transfers                                                                                  (108)            --            --
                                                                                    -------------  ------------  ------------

BALANCE AT END OF YEAR                                                              $       386    $       422   $       362
                                                                                    =============  ============  ============

CONSUMER AND OTHER:
Balance at beginning of year                                                        $       442    $       239   $       226

Loans charged-off                                                                          (151)          (342)         (190)
Recoveries                                                                                   19             31            26
                                                                                    -------------  ------------  ------------

       Net loans charged-off                                                               (132)          (311)         (164)
Provision for loan losses charged to operations                                             127            264           177
Transfers                                                                                   108             --            --
Acquired general valuation allowance                                                       (250)           250            --
                                                                                    -------------  ------------  ------------

BALANCE AT END OF YEAR                                                              $       295    $       442   $       239
                                                                                    =============  ============  ============

TOTAL ALLOWANCE FOR LOAN LOSSES:
Balance at beginning of year                                                        $       864    $       601   $       527

Loans charged-off                                                                          (151)          (342)         (190)
Recoveries                                                                                   19             31            26
                                                                                    -------------  ------------  ------------

       Net loans charged-off                                                               (132)          (311)         (164)
Provision for loan losses charged to operations                                             199            324           238
Acquired general valuation allowance                                                       (250)           250            --
                                                                                    -------------  ------------  ------------

BALANCE AT END OF YEAR                                                              $       681    $       864   $       601
                                                                                    =============  ============  ============

Allowance for loan losses as a percentage of total loans outstanding                       0.57%          0.83%         0.68%
                                                                                    =============  ============  ============

</TABLE>








                                      47

<PAGE>

         NON-PERFORMING ASSETS. Total non-performing assets increased by
approximately $121,000 during 2000. The non-performing assets to total assets
ratio is one indicator of the exposure to credit risk. Non-performing assets of
the Bank consist of non-accruing loans, troubled debt restructurings, and real
estate which was acquired as a result of foreclosure. The composition of the
Bank's portfolio of non-performing assets is shown in the following table:


<TABLE>
<CAPTION>

                                                                                        2000          1999          1998
                                                                                    -------------  ------------  ------------

                                                                                              (Dollars In Thousands)
<S>                                                                                 <C>            <C>           <C>
Non-accruing loans*                                                                 $      280     $      125    $      349
Past due 90 days or more and still accruing                                                 --             --            --
Other real estate                                                                          154            188           166
                                                                                    -------------  ------------  ------------

Total non-performing assets                                                         $      434     $      313    $      515
                                                                                    =============  ============  ============

Ratio of non-performing assets to total assets                                            0.28%          0.22%         0.42%
                                                                                    =============  ============  ============

</TABLE>


  *  Primarily loans which are past due for 90 days or more


         Interest lost on non-performing assets amounted to $17,315 in 2000
compared to $7,841 in 1999.

         INVESTMENT SECURITIES - The Bank's available-for-sale securities
portfolio has a $67,703 unrealized loss, which is recorded net of tax at
December 31, 2000, while an unrealized loss of $111,163 was recorded at December
31, 1999. The Bank's held-to-maturity securities portfolio has an unrealized
gain of $20,073 and a loss of $77,397 at December 31, 2000 and 1999,
respectively. The Bank's available-for-sale and held-to-maturity portfolios did
not experience significant fair market value fluctuations during the year ended
December 31, 2000.


OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

         The Bank may be a party to financial instruments with off-balance sheet
risk in the normal course of business to meet the financing needs of its
customers and to reduce its own exposure to fluctuation in interest rates. These
financial instruments include commitments to extend credit (including credit
cards), standby letters of credit, and financial guarantees. These instruments
involve, to varying degrees, elements of credit and interest rate risk in excess
of the amount recognized in the consolidated statements of financial position.
The contract or notional amounts of these instruments reflect the extent of
involvement the Bank has in particular classes of financial instruments. The
Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.

         At December 31, 2000, unfunded credit commitments are as follows:


<TABLE>
<CAPTION>

                                                                                                             (In Thousands)
        <S>                                                                                               <C>
        Commitments to extend residential loans                                                           $              497
        Lines of credit                                                                                   $            8,348
        Credit cards                                                                                      $            1,678

</TABLE>

         Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Some of the commitments are expected to expire
without being drawn upon. The total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if

                                      48

<PAGE>

deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation of the customers.

         Standby letters of credit and financial guarantees written are
conditional commitments issued by the Bank to guarantee the performance of a
customer to a third party. Currently, letters of credit are not extended beyond
one year. The credit risk involved in issuing letters of credit is essentially
the same as that involved in extending loan facilities to customers. The Bank
holds collateral and personal guarantees as deemed necessary. At December 31,
2000 and 1999, the Bank had $0 and $49,500 in standby letters of credit
outstanding, respectively.

         At December 31, 2000, the Bank had no open interest rate swaps,
futures, options, or forward contracts.

         At December 31, 2000 and 1999, the Bank had $1,318,130 and $394,067,
respectively, of commitments to sell newly-originated single family residential
loans.


INCOME TAXES

         At December 31, 2000, the Company had remaining NOL carryforwards of
approximately $3,860,000 for federal income tax purposes which expire in varying
amounts through 2011. In addition, the AMT NOL carryforward and AMT credit
carryforward were approximately $4,890,000 and $120,000, respectively, which
expire in varying amounts through 2011. Investment tax credit carryforwards of
approximately $38,000 expire in varying amounts through 2005.

         Section 382 of the Code provides that the aforementioned tax NOL
carryforwards would be subjected to an annual limitation should there be a
change of over 50% in the stock ownership of the Company during any three year
testing period. Due to the fact that the Company has a tax NOL carryforward, it
is required to report changes in ownership of 5% or greater of stockholders
annually to the Internal Revenue Service. The statute and applicable Treasury
regulations are extremely complex. The Company believes that no change of
ownership as defined in applicable Section 382 regulations occurred through the
three-year testing period ended December 31, 2000. However, if such a change in
ownership occurs, the annual use of the tax NOL carryforwards would be subject
to an annual limitation.


IMPACT OF INFLATION AND CHANGING PRICES

         The consolidated financial statements and related data have been
prepared in accordance with generally accepted accounting principles which
require measurement of financial position and operating results in terms of
historical dollars, without considering changes in relative purchasing power
over time due to inflation.

         Virtually all of the assets and liabilities of a financial institution
are monetary in nature. As a result, interest rates generally have a more
significant impact on the Company's and the Bank's performance than does the
effect of inflation.


IMPACT OF NEW ACCOUNTING STANDARDS

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133 ("SFAS 133"), ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES. In July 1999, the FASB issued Statement No. 137, DEFERRAL OF
THE EFFECTIVE DATE OF FASB STATEMENT NO. 133, which deferred the effective date
of SFAS 133 to no later than January 1, 2001 for the Company's financial
statements. SFAS 133 requires companies to record derivatives on the balance
sheet at fair value. Changes in the fair values of those derivatives would be
reported in earnings or other comprehensive income depending on the use of the
derivative and whether it qualifies for hedge accounting. The key criterion for
hedge accounting is that the hedging relationship must be highly effective in
achieving offsetting changes in fair value of assets or liabilities or cash
flows from forecasted transactions. In June 2000, the FASB issued Statement No.
138, ACCOUNTING FOR CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING
ACTIVITIES, an amendment of FASB Statement No. 133. The Company will implement

                                      49

<PAGE>

SFAS 133 on January 1, 2001 and this implementation is not expected to
materially impact the Company's financial statements.

         In September 2000, the FASB issued Statement No. 140 (SFAS 140),
ACCOUNTING FOR THE TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND
EXTINGUISHMENTS OF LIABILITIES, which replaces Statement No. 125 (of the same
title). SFAS 140 revises certain standards in the accounting for securitizations
and other transfers of financial assets and collateral, and requires some
disclosures relating to securitization transactions and collateral, but it
carries over most of SFAS 125's provisions. The collateral and disclosure
provisions of SFAS 140 are effective for year-end 2000 financial statements. The
other provisions of this Statement are effective for transfers and servicing of
financial assets and extinguishment of liabilities occurring after March 31,
2001. The adoption of this standard is not expected to have a material impact to
the Company.


FORWARD-LOOKING STATEMENTS

         When used in this report, the words "believes," "anticipates," "expect"
and similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from historical or projected economic
conditions, including, but not limited to, those set forth in "Management's
Discussion and Analysis or Plan of Operation," changes in economic conditions in
the Company's market area, changes in policies by regulatory agencies,
fluctuations in interest rates, demand for loans in the Company's market area
and competition. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY
UNDERTAKES NO OBLIGATION TO PUBLICLY RELEASE THE RESULTS OF ANY REVISIONS TO
THESE FORWARD-LOOKING STATEMENTS WHICH MAY BE MADE TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF ANTICIPATED
OR UNANTICIPATED EVENTS.


ITEM 7.           FINANCIAL STATEMENTS

         Financial statements are filed as a part of this report at the end of
Part III hereof beginning at page F-1, Index to Consolidated Financial
Statements, and are incorporated herein by reference.


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURES

         On January 31, 2001, the Company notified its certifying accountants,
Robinson Burdette Martin Seright & Burrows, L.L.P. ("RBMSB"), that the
client-auditor relationship between the Company and RBMSB would be terminated
effective with the completion of the 2000 financial audit. Additionally, the
Company announced its new certifying accountants, KPMG LLP ("KPMG"), to serve as
independent accountants for fiscal year 2001, subject to KPMG's client approval
process. The decision to change accountants was recommended by the Audit
Committee and approved by the Board of Directors on January 25, 2001, and will
be submitted for ratification at the Company's annual stockholders' meeting on
April 26, 2001.

         The last report on the financial statements prepared by RBMSB was for
the year ended December 31, 2000. In connection with the audits of the Company's
financial statements during the years ended December 31, 2000 and December 31,
1999, there were no disagreements between the Company and RBMSB on any matters
of accounting principles or practices, financial statement disclosure or
auditing scope and procedures which, if not resolved to the satisfaction of
RBMSB, would have caused RBMSB to make reference to the matter in their reports.

         In accordance with the rules of the Commission, the Company provided
RBMSB a copy of the disclosures filed with the Commission and requested RBMSB to
furnish the Company with a letter addressed to the Commission stating whether or
not RBMSB agreed with the statements made by the Company, and if not,

                                      50

<PAGE>

stating the respects in which it did not agree. A copy of the letter is
attached as Exhibit 16.1 to this Form 10-KSB.

         During the last two fiscal years, the Company did not consult KPMG
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-B.



                                    PART III

         The information required by Part III is omitted from this report
because the Company will file a definitive Proxy Statement for the Company's
2001 Annual Meeting of Stockholders (the "Proxy Statement") pursuant to
Regulation 14A of the Securities Exchange Act of 1934 not later than 120 days
after the end of the fiscal year covered by this Form 10-KSB and certain
information included therein is incorporated herein by reference.

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         The information required by this Item is incorporated by reference to
the Proxy Statement.


ITEM 10.          EXECUTIVE COMPENSATION

         The information required by this Item is incorporated by reference to
the Proxy Statement.


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item is incorporated by reference to
the Proxy Statement.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The information required by this Item is incorporated by reference to
the Proxy Statement.















                                      51


<PAGE>

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K


<TABLE>
<CAPTION>

(a) EXHIBITS

    EXHIBIT NO.                                                    DESCRIPTION
----------------------  ----------------------------------------------------------------------------------------------------------
<S>                     <C>
      **2.0             Branch Purchase and Deposit Assumption Agreement dated June 18, 1999 between Bank of Albuquerque,
                        National Association, and FirstBank, a federal savings bank (incorporated by reference from the
                        Company's Form 8-K filed November 19, 1999)

      **2.1             Letter amendment, dated September 30, 1999, to Branch Purchase and Deposit Assumption Agreement dated
                        June 18, 1999 between Bank of Albuquerque, National Association, and FirstBank, a federal savings bank
                        (incorporated by reference from the Company's Form 8-K filed November 19, 1999)

      **3.1             Certificate of Amendment of Certificate of Incorporation and Certificate of Incorporation of the Company
                        (incorporated by reference from the Company's Quarterly Report on Form 10-QSB for the quarter ended June
                        30, 1997, SEC File No. 0-28894)

      **3.2             Amended Bylaws of the Company (incorporated by reference from the Company's Registration Statement on
                        Form S-8, filed June 2,1997, SEC File No. 333-28215)

     **10.1             Agreement and Plan of Reorganization and Plan of Merger (incorporated by reference from the Company's
                        Registration Statement on Form 8-A, filed October 11, 1996, SEC File No. 001-12309)

      *10.3             Profit Sharing and Employee Stock Ownership Plan of FirstBank

     **10.4             Agreement for Standby Letter of Credit Advances/Confirmation, Collateral Pledge and Security Agreement
                        with FHLB of Dallas (incorporated by reference from the Company's Registration Statement on Form 8-A,
                        filed October 11, 1996, SEC File No. 001-12309)

 **/***10.6             Employment Agreement with Kenneth J. Huey, Jr. (incorporated by reference from the Company's
                        Registration Statement on Form 8-A, filed October 11, 1996, SEC File No. 001-12309)

 **/***10.6.1           Extension of Employment Agreement with Kenneth J. Huey, Jr. dated November 20, 1997 (incorporated
                        by reference from the Company's September 30, 1999 10-QSB)

 **/***10.6.2           Extension of Employment Agreement with Kenneth J. Huey, Jr. dated July 29, 1999 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.7             Employment Agreement with Norman R. Corzine (incorporated by reference from the Company's 1996
                        10-KSB)

 **/***10.7.1           Extension of Employment Agreement with Norman R. Corzine dated November 20, 1997 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.7.2           Extension of Employment Agreement with Norman R. Corzine dated July 29, 1999 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.10            Non-Employee Director Retainer Plan (incorporated by reference from the Company's Registration Statement
                        on Form S-8, filed June 2, 1997, SEC File No. 333-28217)

 **/***10.11            1997 Stock Option and Incentive Plan (incorporated by reference from the Company's Registration Statement
                        on Form S-8, filed June 2, 1997, SEC File No. 333-28215)

 **/***10.12            Nonqualified 401(K) Rabbi Trust for an Executive Savings Plan dated June 1, 1998 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.12.1          Amendment Number One to Nonqualified 401(K) Rabbi Trust for an Executive Savings Plan dated June 1, 1998
                        (incorporated by reference from the Company's September 30, 1999 10-QSB)

      *16.1             Letter from the certifying accountants required by Regulation S-B, Item 304(a)(3)

      *21               Subsidiaries of the Small Business Issuer

      *23               Consent of Independent Accountants

      * Filed herewith
     ** Previously filed
    *** Designates each management contract or compensatory plan or arrangement
        required to be identified pursuant to Item 13(a) of Form 10-KSB.

</TABLE>

                                                52

<PAGE>

(b)  REPORTS ON FORM 8-K

         The following subparagraph sets forth information concerning two Form
8-Ks filed after the fourth quarter ended December 31, 2000:

         1.    On January 31, 2001, the Company filed a Form 8-K to announce a
               change in certifying accountants from Robinson Burdette Martin
               Seright & Burrows, L.L.P. to KPMG LLP beginning with fiscal year
               2001.

         2.    On February 14, 2001, the Company filed a Form 8-K with a
               letter from former certifying accountants Robinson Burdette
               Martin Seright & Burrows, L.L.P. agreeing with statements issued
               by the Company.
























                                      53

<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) 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.



                                       ACCESS ANYTIME BANCORP, INC.



 Date:  February 26, 2001              /s/ Norman R. Corzine
                                       -----------------------------------------
                                       Norman R. Corzine, Chairman of the Board,
                                       Chief Executive Officer
                                       (DULY AUTHORIZED REPRESENTATIVE)





         Pursuant to the requirement of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>

<S>       <C>                                                     <C>     <C>
By:       /s/ Norman R. Corzine                                   By:     /s/ R. Chad Lydick
          ---------------------------------------------------             ---------------------------------------------------
          Norman R. Corzine                                               R. Chad Lydick
          Chairman of the Board                                           Director
          Chief Executive Officer
          Director


          Date:  February 26, 2001                                        Date:  February 26, 2001


By:       /s/ Ken Huey, Jr.                                       By:     /s/ Charles Guthals
          ---------------------------------------------------             ---------------------------------------------------
          Ken Huey, Jr.                                                   Charles Guthals
          President, Chief Financial Officer                              Director
          Principal Accounting Officer
          Director


          Date:  February 26, 2001                                        Date:  February 26, 2001


By:       /s/ Carl Deaton                                         By:     /s/ Allan M. Moorhead
          ---------------------------------------------------             ---------------------------------------------------
          Carl Deaton                                                     Allan M. Moorhead
          Director                                                        Director


          Date:  February 26, 2001                                        Date:  February 26, 2001


By:       /s/ Thomas W. Martin, III                               By:     /s/ Cornelius Higgins, Ph.D.
          ---------------------------------------------------             ---------------------------------------------------
          Thomas W. Martin, III                                           Cornelius Higgins
          Director                                                        Director


          Date:  February 26, 2001                                        Date:  February 26, 2001


                                   (Continued)

                                      54

<PAGE>

                                   SIGNATURES
                                   (CONTINUED)



By:       /s/ David Ottensmeyer, M.D.                             By:     /s/ Richard H. Harding
          ---------------------------------------------------             ---------------------------------------------------
          David Ottensmeyer                                               Richard H. Harding
          Director                                                        Director


          Date:  February 26, 2001                                        Date:  February 26, 2001

</TABLE>




























                                      55

<PAGE>

                              INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                                                                                                   Page
                                                                                                                   ----
<S>                                                                                                                <C>
Report of Independent Accountants.........................................................................          F-2

Financial Statements:
         Consolidated Statements of Financial Condition...................................................          F-3
         Consolidated Statements of Operations............................................................          F-4
         Consolidated Statements of Stockholders' Equity..................................................          F-5
         Consolidated Statements of Cash Flows............................................................          F-6
         Notes to Consolidated Financial Statements.......................................................          F-8

</TABLE>
























                                     F-1
<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS





Members of the Audit Committee
Board of Directors and Stockholders
Access Anytime Bancorp, Inc.
Clovis, New Mexico


We have audited the accompanying consolidated statements of financial condition
of Access Anytime Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999,
and the related consolidated statements of operations, stockholders' equity and
cash flows for each of the three years in the period ended December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Access Anytime
Bancorp, Inc. and subsidiary as of December 31, 2000 and 1999, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2000, in conformity with generally accepted accounting
principles.




Robinson Burdette Martin Seright & Burrows, L.L.P.


Lubbock, Texas
January 31, 2001









                                     F-2

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
                                                                                                  December 31
                                                                                    -----------------------------------------
ASSETS                                                                                     2000                  1999
------                                                                              --------------------  -------------------
<S>                                                                                 <C>                   <C>
Cash and cash equivalents                                                           $         7,145,268   $         7,874,748
Certificates of deposit                                                                       3,796,000             5,092,000
Securities available-for-sale (amortized cost of $7,706,414 and $9,231,129)                   7,638,711             9,119,966
Securities held-to-maturity (aggregate fair value of $6,110,834 and $6,779,494)               6,090,761             6,856,891
Loans held-for-sale (aggregate fair value of $844,858 and $187,175)                             821,180               183,850
Loans receivable, net                                                                       119,479,443           104,176,810
Interest receivable                                                                           1,047,801               869,234
Real estate owned                                                                               154,218               187,778
Federal Home Loan Bank stock                                                                    944,600               879,758
Premises and equipment, net                                                                   3,512,894             2,472,703
Goodwill, net                                                                                 2,014,965             2,134,860
Deferred tax asset                                                                            1,112,875             1,334,100
Other assets                                                                                    585,923               625,019
                                                                                    --------------------  -------------------
       Total assets                                                                 $       154,344,639   $       141,807,717
                                                                                    ====================  ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Liabilities:
   Deposits                                                                         $       137,275,966   $       122,479,738
   Federal Home Loan Bank advances                                                            2,750,000             7,250,000
   Accrued interest and other liabilities                                                     1,134,847               664,686
   Advanced payments by borrowers for taxes and insurance                                       157,778                99,861
   Employee Stock Ownership Plan - Note Payable                                               1,289,739                    --
                                                                                    --------------------  -------------------
       Total liabilities                                                                    142,608,330           130,494,285
                                                                                    --------------------  -------------------
Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.01 par value; 4,000,000 shares authorized; none
     issued                                                                                          --                    --
   Common stock, $.01 par value; 6,000,000 shares authorized;
     1,489,116 and 1,244,016 shares issued;  1,241,173 and 1,238,374                             14,891                12,440
     outstanding in 2000 and 1999, respectively
   Capital in excess of par value                                                            11,054,201             9,659,555
   Retained earnings                                                                          2,165,273             1,754,815
   Accumulated other comprehensive loss, net of tax of $23,019
      and $37,795                                                                               (44,684)              (73,368)
                                                                                    --------------------  -------------------
                                                                                             13,189,681            11,353,442
   Unallocated Employee Stock Ownership Plan shares                                          (1,289,739)                   --
   Treasury stock, at cost                                                                     (163,633)              (40,010)
                                                                                    --------------------  -------------------
       Total stockholders' equity                                                            11,736,309            11,313,432
                                                                                    --------------------  -------------------
       Total liabilities and stockholders' equity                                   $       154,344,639   $       141,807,717
                                                                                    ====================  ===================

                  The accompanying notes are an integral part of these consolidated financial statements.

                                        F-3

</TABLE>
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                    Years ended December 31
                                                                   ---------------------------------------------------------
                                                                         2000               1999                 1998
                                                                   -----------------  ------------------  ------------------
<S>                                                                <C>                <C>                 <C>
Interest income:
   Loans receivable                                                $       9,193,286  $       7,593,497   $       6,143,506
   U.S. government agency securities                                         242,756             73,777              70,241
   Mortgage-backed securities                                                849,396            900,027           1,452,059
   Other interest income                                                     415,922            320,229             344,241
                                                                   -----------------  ------------------  ------------------
       Total interest income                                              10,701,360          8,887,530           8,010,047
                                                                   -----------------  ------------------  ------------------
Interest expense:
   Deposits                                                                5,154,911          4,328,019           4,260,384
   Federal Home Loan Bank advances                                           507,792            466,128             262,640
   Other borrowings                                                           85,973                 --                  --
                                                                   -----------------  ------------------  ------------------
       Total interest expense                                              5,748,676          4,794,147           4,523,024
                                                                   -----------------  ------------------  ------------------
Net interest income before provision for loan losses                       4,952,684          4,093,383           3,487,023
Provision for loan losses                                                    199,378            323,820             238,280
                                                                   -----------------  ------------------  ------------------
       Net interest income after provision for loan losses                 4,753,306          3,769,563           3,248,743
                                                                   -----------------  ------------------  ------------------
Noninterest income:
   Loan servicing and other fees                                             256,302            251,845             314,316
   Net realized gains on sales of available-for-sale securities                   --            739,475                  --
   Net realized gains on sales of loans                                      251,363            296,853             222,830
   Real estate operations, net                                                    --                 --              10,466
   Other income                                                              754,062            512,664           1,230,666
                                                                   -----------------  ------------------  ------------------
       Total other income                                                  1,261,727          1,800,837           1,778,278
                                                                   -----------------  ------------------  ------------------
Noninterest expenses:
   Salaries and employee benefits                                          2,615,728          2,081,742           2,061,294
   Occupancy expense                                                         834,983            616,981             522,832
   Deposit insurance premium                                                 105,043            148,742             122,928
   Advertising                                                                92,033             42,738              54,058
   Real estate operations, net                                                27,755             35,435                  --
   Professional fees                                                         286,094            233,236             171,377
   Amortization of goodwill                                                  145,067             24,056                  --
   Other expense                                                           1,286,423          1,231,090             988,235
                                                                   -----------------  ------------------  ------------------
       Total other expenses                                                5,393,126          4,414,020           3,920,724
                                                                   -----------------  ------------------  ------------------
Income before income taxes                                                   621,907          1,156,380           1,106,297

Income tax expense (benefit)                                                 211,449           (241,834)            346,179
                                                                   -----------------  ------------------  ------------------
Net income                                                         $         410,458  $       1,398,214   $         760,118
                                                                   =================  ==================  ==================
Earnings per common share                                          $             .33  $            1.13   $             .62
                                                                   =================  ==================  ==================
Earnings per common share-assuming dilution                        $             .32  $            1.10   $             .59
                                                                   =================  ==================  ==================

                  The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                        F-4
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                     Common Stock                  Treasury Stock
                                              --------------------------      --------------------------
                              Comprehensive     Number                         Number
                                  Income      of shares        Amount         of Shares        Amount
                              -------------   ----------    ------------      ----------    ------------
<S>                           <C>             <C>           <C>               <C>           <C>
Balance at December 31, 1997                   1,217,336    $     12,173           --         $   --

Net income                     $  760,118           --              --             --             --

Net change in unrealized
   depreciation on
   available-for-sale
   securities, netof tax          (38,304)          --              --             --             --
                              -----------

Total comprehensive income    $   721,814
                              ===========

Common stock issued                               19,619             197           --             --

Common stock rights
   awarded in lieu of                               --              --             --             --
   directors' cash
   compensation

Purchases of treasury
   stock                                            --              --            1,376         (7,224)
Cash Dividends                                      --              --             --             --
                                              ----------    ------------   ------------   ------------

Balance at December 31, 1998                   1,236,955          12,370          1,376         (7,224)

Net income                     $1,398,214           --              --             --             --

Net change in unrealized
   depreciation on
   available-for-sale
   securities, net of
   tax                            (32,381)          --              --             --             --
                              -----------

Total comprehensive income     $1,365,833
                              ===========

Common stock issued                                7,061              70           --             --

Common stock rights
   awarded in lieu of
   directors' cash
   compensation                                     --              --             --             --

Purchases of treasury
   stock                                            --              --            4,266        (32,786)
                                              ----------    ------------   ------------   ------------

Balance at December 31, 1999                   1,244,016          12,440          5,642        (40,010)

Net income                     $  410,458           --              --             --             --

Net change in unrealized
   depreciation on
   available-for-sale
   securities, net of tax          28,684           --              --             --             --
                              -----------

Total comprehensive income     $  439,142
                              ===========

Common stock issued                              245,100           2,451           --             --

Common stock rights
   awarded in lieu of
   directors' cash
   compensation                                     --              --             --             --

Purchase of ESOP shares                             --              --             --             --

Purchases of treasury
   stock                                            --              --           18,301       (123,623)

ESOP shares allocated                               --              --             --             --
                                              ----------    ------------   ------------   ------------
Balance at December
   31, 2000                                    1,489,116    $     14,891         23,943   $   (163,633)
                                              ==========    ============   ============   ============
<CAPTION>
                                                                               Accumulated
                                                                                  Other
                                                Capital        Retained       Comprehensive
                                               in Excess       Earnings/         Income
                                   Unearned     of Par       (Accumulated        (Loss)
                                  ESOP Shares    Value         Deficit)            Net            Total
                                  ----------- ------------   --------------    ------------    ------------
<S>                               <C>         <C>            <C>               <C>             <C>
Balance at December 31, 1997      $     --    $  9,477,405   $     (341,673)   $     (2,683)   $  9,145,222

Net income                              --              --          760,118            --           760,118

Net change in unrealized
   depreciation on
   available-for-sale
   securities, netof tax                --              --             --           (38,304)        (38,304)

Total comprehensive income

Common stock issued                     --           108,596           --              --           108,793

Common stock rights
   awarded in lieu of                   --            18,000           --              --            18,000
   directors' cash
   compensation

Purchases of treasury
   stock                                --              --             --              --            (7,224)
Cash Dividends                          --              --          (61,844)           --           (61,844)
                                ------------    ------------   ------------    ------------    ------------

Balance at December 31, 1998            --         9,604,001        356,601         (40,987)      9,924,761

Net income                              --              --        1,398,214            --         1,398,214

Net change in unrealized
   depreciation on
   available-for-sale
   securities, net of
   tax                                  --              --             --           (32,381)        (32,381)

Total comprehensive income

Common stock issued                     --            37,054           --              --            37,124

Common stock rights
   awarded in lieu of
   directors' cash
   compensation                         --            18,500           --              --            18,500

Purchases of treasury
   stock                                --              --             --              --           (32,786)
                                ------------    ------------   ------------    ------------    ------------

Balance at December 31, 1999            --         9,659,555      1,754,815         (73,368)     11,313,432

Net income                              --              --          410,458            --           410,458

Net change in unrealized
   depreciation on
   available-for-sale
   securities, net of tax               --              --             --            28,684          28,684

Total comprehensive income

Common stock issued                     --         1,365,287           --              --         1,367,738

Common stock rights
   awarded in lieu of
   directors' cash
   compensation                         --            20,150           --              --            20,150

Purchase of ESOP shares           (1,350,000)           --             --              --        (1,350,000)

Purchases of treasury
   stock                                --              --             --              --          (123,623)

ESOP shares allocated                 60,261           9,209           --              --            69,470
                                ------------    ------------   ------------    ------------    ------------
Balance at December
   31, 2000                     $ (1,289,739)   $ 11,054,201   $  2,165,273    $    (44,684)   $ 11,736,309
                                ============    ============   ============    ============    ============
</TABLE>
                The accompanying notes are an integral part of
                   these consolidated financial statements.

                                      F-5
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                    Years ended December 31
                                                                   ---------------------------------------------------------
                                                                         2000               1999                 1998
                                                                   -----------------  ------------------  ------------------
<S>                                                                <C>                <C>                 <C>
Cash flows from operating activities:
   Net income                                                      $        410,458   $      1,398,214    $        760,118
   Adjustments to reconcile net income to cash
    provided by operating activities:
     Depreciation                                                           448,813            338,118             269,072
     Deferred income taxes                                                  206,449           (241,834)            346,179
     Provision for loan losses charged                                      199,378            323,820             238,280
     Amortization of premiums on investment securities                       71,400            110,814             178,164
     Amortization of loan premiums, discounts and
       deferred fees, net                                                   126,065             59,500             244,007
     Amortization of organizational costs                                        --            115,162              41,877
     Amortization of goodwill                                               145,067             24,056                  --
     Non-cash ESOP contribution                                              69,470                 --                  --
     Gain on sale of mortgage servicing rights                                   --                 --            (838,143)
     Gain on sale of available-for-sale securities                               --           (739,476)                 --
     Gain on sale of loans held-for-sale                                   (251,363)          (296,853)           (222,830)
     Proceeds from sales of loans held-for-sale                          11,811,842         19,375,329          13,210,392
     Originations of loans held-for-sale                                (12,203,007)       (18,508,724)        (13,674,579)
     Common stock rights awarded in lieu of directors compensation           20,150             18,500              18,000
     (Gain) loss on foreclosed real estate                                   (1,806)            15,242             (14,575)
     (Gain) loss on disposition of assets                                     4,791             (5,944)            (14,418)
     Net increase in accrued interest receivable and
       other assets                                                        (226,180)          (674,810)            (74,079)
     Increase in accrued expense and other liabilities                      270,161             40,083             266,449
                                                                   -----------------  ------------------  ------------------
       Net cash provided by operating activities                          1,101,688          1,351,197             733,914
                                                                   -----------------  ------------------  ------------------
Cash flows from investing activities:
   Proceeds from maturities and principal repayments
     of available-for-sale securities                                     1,475,846          2,186,035           3,438,728
   Purchases of held-to-maturity securities                              (2,191,887)        (2,200,000)                 --
   Proceeds from maturities and principal repayments
     of held-to-maturity securities                                       2,935,486          2,831,162          11,350,626
   Proceeds from sales of available-for-sale-securities                          --            746,409                  --
   Proceeds from the redemption of FHLB stock                                    --                 --             877,201
   Proceeds from sale of mortgage servicing rights                               --                 --           1,203,905
   Net (increase) decrease in certificates of deposit                     1,296,000         (2,502,000)         (1,060,000)
   Net increase in loans                                                (16,068,996)       (13,793,812)        (31,165,066)
   Proceeds from sales of foreclosed real estate                            478,179            263,436              66,000
   Proceeds from sales of equipment                                              --              8,000                  --
   Purchases of premises and equipment                                   (1,493,795)          (326,622)           (575,612)
   Net cash received in branch acquisition                                       --         19,355,057                  --
                                                                   -----------------  ------------------  ------------------
       Net cash provided (used) by investing activities                 (13,569,167)         6,567,665         (15,864,218)
                                                                   -----------------  ------------------  ------------------
Cash flows from financing activities:
   Net increase (decrease) in deposits                                   14,796,228         (6,457,168)          7,633,145
   Net increase (decrease) in other borrowed funds                       (4,300,000)         1,500,000           5,750,000
   Net increase (decrease) in advance payments by
     borrowers for taxes and insurance                                       57,917           (262,148)             64,172
   Repayment of debt                                                        (60,261)                --                  --
   Purchase of treasury stock                                              (123,623)           (32,786)             (7,224)
   Net proceeds from issuance of common stock                             1,367,738             37,124             108,793
   Cash dividend                                                                 --            (61,844)                 --
                                                                   -----------------  ------------------  ------------------
       Net cash provided (used) in financing activities                  11,737,999         (5,276,822)         13,548,886
                                                                   -----------------  ------------------  ------------------
Increase (decrease) in cash and cash equivalents                           (729,480)         2,642,040          (1,581,418)
Cash and cash equivalents at January 1                                    7,874,748          5,232,708           6,814,126
                                                                   -----------------  ------------------  ------------------
Cash and cash equivalents at December 31                           $      7,145,268   $      7,874,748    $      5,232,708
                                                                   =================  ==================  ==================
                                   (Continued)

                                        F-6
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
<CAPTION>
                                                                                    Years ended December 31
                                                                   ---------------------------------------------------------
                                                                         2000               1999                 1998
                                                                   -----------------  ------------------  ------------------
<S>                                                                <C>                <C>                 <C>
Supplemental disclosures of cash flow information:
Cash paid during the year for:
     Interest                                                      $      5,633,390   $      4,809,055    $      4,437,249
     Income taxes                                                             5,000             25,000                  --
   Supplemental disclosure of non-cash investing and
    financing activities
     Real estate acquired in settlement of loans                            513,092            589,519              46,169
     Loans to facilitate the sale of real estate owned                       72,172            279,800                  --




                  The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>



                                        F-7
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION, PRINCIPLES OF CONSOLIDATION AND USE OF ESTIMATES - Access
Anytime Bancorp, Inc. (the "Company") is a thrift holding company for its
wholly-owned subsidiary FirstBank (the "Bank") and the Bank's wholly-owned
subsidiary, First Equity Development Corporation ("FEDCO"). The consolidated
financial statements include the accounts and transactions of the Company, the
Bank and FEDCO. All significant intercompany accounts and transactions have been
eliminated in consolidation.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash, due from
banks and all certificates of deposit with original maturities of three months
or less. There are no amounts subject to withdrawal or usage restrictions.

SECURITIES AVAILABLE-FOR-SALE - Securities to be held for indefinite periods of
time and not intended to be held-to-maturity are classified as
available-for-sale. Assets included in this category are those assets that
management intends to use as part of its asset/liability management strategy and
that may be sold in response to changes in liquidity needs, interest rates,
resultant prepayment risk, and other factors related to interest rate and
resultant prepayment risk changes. Securities available-for-sale are recorded at
fair value. Both unrealized gains and losses on securities available-for-sale,
net of taxes, are included as a separate component of accumulated other
comprehensive income (loss) in the consolidated statements of financial
condition until these gains or losses are realized. Gains and losses are
determined using the specific-identification method. If a security has a decline
in fair value that is other than temporary, the security is written down to its
fair value by recording a loss in the consolidated statements of operations.
















                                  (Continued)

                                     F-8

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SECURITIES HELD-TO-MATURITY - Securities for which the Bank has the positive
intent and ability to hold to maturity are reported at cost, adjusted for
premiums and discounts that are recognized in interest income using the interest
method over the period to maturity. If a security has a decline in fair value
below its amortized cost that is other than temporary, the security is written
down to its new cost basis by recording a loss in the consolidated statements of
operations. The Bank has not experienced a permanent decline on securities that
would result in a charge to operations.

LOANS HELD-FOR-SALE - Loans to be held for indefinite periods of time and not
intended to be held-to-maturity are classified as held-for-sale. Loans
held-for-sale are recorded at the lower of amortized cost or fair value with
only net unrealized losses included in the consolidated statements of
operations.

FEDERAL HOME LOAN BANK (FHLB) STOCK - This asset is owned due to regulatory
requirements and is carried at cost. This stock is pledged as collateral to
secure FHLB advances.

LOANS RECEIVABLE - Loans receivable that management has the intent and ability
to hold for the foreseeable future or until maturity or pay-off are reported at
their outstanding principal adjusted for any unearned discount, the allowance
for loan losses and any deferred fees or costs on originated loans.

Unearned discount on installment loans is recognized as income over terms which
approximate the interest method. Interest on other loans is recognized using the
simple-interest method on the daily balances of the principal amounts
outstanding.

The accrual of interest on impaired loans is discontinued when, in management's
opinion, the borrower may be unable to meet payments as they become due. When
interest accrual is discontinued, all unpaid accrued interest is reversed. If
the ultimate collectibility of principal, wholly or partially, is in doubt, any
payment received on a loan on which the accrual of interest has been suspended
is applied to reduce principal to the extent necessary to eliminate such doubt.
Otherwise, interest income is recognized for such payments.

Loan origination fees and direct origination costs are deferred and recognized
as an adjustment of the yield of the related loan.

The Bank defines a loan as impaired when, based on current information and
events, it is probable that the Bank will be unable to collect all amounts due
according to the contractual terms of the loan agreement. The Bank uses the same
criteria in placing a loan on nonaccrual status, exclusive of residential
mortgage loans and consumer loans which are placed on nonaccrual status when
they become 90 days past due. When interest accrual is discontinued, all unpaid
accrued interest is reversed. Interest income is subsequently recognized only to
the extent cash payments are received.










                                  (Continued)

                                     F-9

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

The allowance for loan losses is increased by charges to income and decreased by
revisions in the estimate of the necessary allowance and by charge-offs (net of
recoveries). Management's periodic evaluation of the adequacy of the allowance
is based on the Bank's past loan loss experience, known and inherent risks in
the portfolio, adverse situations that may affect the borrower's ability to
repay, the estimated value of any underlying collateral, and current economic
conditions.

LOAN SERVICING - The cost of mortgage servicing rights is amortized in
proportion to, and over the period of, estimated net servicing revenues.
Impairment of mortgage servicing rights is assessed based on the fair value of
those rights. Fair values are estimated using discounted cash flows based on a
current market interest rate. For purposes of measuring impairment, the rights
are stratified based on the predominant risk characteristics of the underlying
loans. The amount of impairment recognized is the amount by which the
capitalized mortgage servicing rights for a stratum exceed their fair value.

When participating interests in loans sold have an average contractual interest
rate, adjusted for normal servicing fees, that differs from the agreed yield to
the purchaser, gains or losses are recognized equal to the present value of such
differential over the estimated remaining life of such loans. The resulting
"excess servicing receivable" or "deferred servicing revenue" is amortized over
the estimated life using a method approximating the interest method.

Quoted market prices are not available for the excess servicing receivables.
Thus, the excess servicing receivables and the amortization thereon are
periodically evaluated in relation to estimated future servicing revenues,
taking into consideration changes in interest rates, current prepayment rates,
and expected future cash flows. The Bank evaluates the carrying value of the
excess servicing receivables by estimating the future servicing income of the
excess servicing receivables based on management's best estimate of remaining
loan lives and discounted at the original discount rate.

For originated mortgage servicing rights, the Bank allocates the total cost of
the mortgage loans to the mortgage servicing rights and the loans (without the
mortgage servicing rights) based on their relative fair values. Fair values are
based on quoted market prices in active markets for loans and loan servicing
rights. For purchased mortgage servicing rights, the cost of acquiring loan
servicing contracts is capitalized to the extent such costs do not exceed the
amount by which the present value of estimated future servicing revenue exceeds
the present value of expected future servicing costs.














                                  (Continued)

                                     F-10

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

PREMISES AND EQUIPMENT - Land is carried at cost. Premises and equipment are
carried at cost, less accumulated depreciation computed by the straight-line
method over the estimated useful life of the assets. Maintenance and repairs are
charged to expense as incurred and improvements are capitalized.

FORECLOSED REAL ESTATE - Real estate properties acquired through foreclosure, or
in lieu of foreclosure are to be sold and are initially recorded at fair value
at the date of foreclosure establishing a new cost basis. Any excess of the loan
balance and foreclosure costs over the fair value at the date of foreclosure is
charged to the allowance for loan losses. After foreclosure, valuations are
periodically performed by management and the real estate is carried at the lower
of carrying amount or fair value less cost to sell. Revenue and expenses from
operations and changes in the valuation allowance are included in real estate
operations, net.

ORGANIZATIONAL COSTS - Organizational costs were being amortized using the
straight-line method over five years. Effective January 1, 1999, the Company
adopted the provisions of Statement of Position ("SOP") No. 98-5, REPORTING ON
THE COSTS OF START-UP ACTIVITIES issued by the American Institute of Certified
Public Accountants ("AICPA"). This statement requires costs of start-up
activities and organizational costs to be expensed as incurred and its
provisions are retroactive upon adoption of the SOP. All remaining unamortized
organizational costs were charged to expense in the first quarter of 1999.

GOODWILL - The excess of the net liabilities assumed in connection with the
acquisition of certain branches during 1999 and direct acquisition costs over
the net cash acquired in the assumption of the branches' deposits has been
included in the consolidated financial statements as goodwill and is being
amortized on a straight-line basis over the estimated life of the core deposits
acquired.

STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
Opinion No. 25, "ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES" ("APB 25") and
related interpretations in accounting for its stock-based compensation plans.

In 1995, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 123, "ACCOUNTING FOR STOCK-BASED
COMPENSATION" which was effective for fiscal years beginning after December 15,
1995. Under SFAS No. 123, the Company may elect to recognize stock-based
compensation expense based on the fair value of the awards or continue to
account for stock-based compensation under APB 25. The Company has elected to
continue to apply the measurement provisions of APB 25.

INCOME TAXES - The Company utilizes the liability method of accounting for
income taxes, whereby deferred income taxes are recognized for the tax
consequences in future years of differences in the tax bases of assets and
liabilities and their financial reporting amounts based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, if
necessary, to reduce deferred tax assets to the amount expected to be realized.

NET INCOME PER SHARE - Basic earnings per share has been computed on the basis
of the weighted-average number of shares of common stock outstanding during the
period. Diluted earnings per share reflects the potential dilution that would
have occurred if stock options and other contingently issuable shares of common
stock had been issued during the period.









                                  (Continued)

                                     F-11

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 1            SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


IMPACT OF NEW ACCOUNTING STANDARDS - In June 1998, the FASB issued Statement No.
133 ("SFAS 133"), ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES.
In July 1999, the FASB issued Statement No. 137, DEFERRAL OF THE EFFECTIVE DATE
OF FASB STATEMENT NO. 133, which deferred the effective date of SFAS 133 to no
later than January 1, 2001 for the Company's financial statements. SFAS 133
requires companies to record derivatives on the balance sheet at fair value.
Changes in the fair values of those derivatives would be reported in earnings or
other comprehensive income depending on the use of the derivative and whether it
qualifies for hedge accounting. The key criterion for hedge accounting is that
the hedging relationship must be highly effective in achieving offsetting
changes in fair value of assets or liabilities or cash flows from forecasted
transactions. In June 2000, the FASB issued Statement No. 138, ACCOUNTING FOR
CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES, an amendment of
FASB Statement No. 133. The Company will implement SFAS 133 on January 1, 2001
and this implementation is not expected to materially impact the Company's
financial statements.

In September 2000, the FASB issued Statement No. 140 ("SFAS 140"), ACCOUNTING
FOR THE TRANSFERS AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF
LIABILITIES, which replaces Statement No. 125 (of the same title). SFAS 140
revises certain standards in the accounting for securitizations and other
transfers of financial assets and collateral, and requires some disclosures
relating to securitization transactions and collateral, but it carries over most
of SFAS 125's provisions. The collateral and disclosure provisions of SFAS 140
are effective for year-end 2000 financial statements. The other provisions of
this Statement are effective for transfers and servicing of financial assets and
extinguishment of liabilities occurring after March 31, 2001. The adoption of
this standard is not expected to have a material impact to the Company.

RECLASSIFICATIONS - Certain amounts for prior years have been reclassified to
conform with the current year presentation. These reclassifications had no
effect on net income or stockholders' equity.










                                  (Continued)

                                     F-12

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 2            ACQUISITION OF BRANCHES

On November 5, 1999, the Bank acquired certain assets of two branches of Bank of
Albuquerque, N.A. ("BOA"), a wholly-owned subsidiary of BOK Financial
Corporation, for the assumption of deposits and related liabilities of the
branches. The acquisition was accounted for as a purchase and the results of
operations of the branches are included in the consolidated statements of
operations from the date of acquisition.

The fair values of assets acquired, liabilities assumed and cash paid less cash
acquired were as follows:


<TABLE>

<S>                                                                                                      <C>
Deposits and liabilities assumed                                                                         $      23,891,756
Less assets acquired:
   Loans receivable, net                                                                                         2,266,733
   Premises and equipment                                                                                          111,050
                                                                                                         -------------------
     Net liabilities assumed                                                                             $      21,513,973
                                                                                                         ===================

Net liabilities assumed                                                                                  $      21,513,973
Less cash paid for deposits and other direct acquisition costs                                                   2,158,916
                                                                                                         -------------------
     Net cash acquired in assumption of branch deposits                                                  $      19,355,057
                                                                                                         ===================

</TABLE>

The deposit premium and direct acquisition costs are being amortized using the
straight-line method over the estimated remaining life of the core deposits
acquired.














                                  (Continued)

                                     F-13


<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

NOTE 3   SECURITIES

Securities have been classified in the consolidated statements of financial
condition according to management's intent. The carrying amounts of securities
and their approximate fair values at December 31 follow:
<TABLE>
<CAPTION>
                                                    Amortized                 Gross unrealized                   Fair
                                                       Cost               Gains              Losses             Value
                                                 -----------------  ------------------  -----------------  -----------------
<S>                                              <C>                <C>                 <C>                <C>
AVAILABLE-FOR-SALE SECURITIES:

   December 31, 2000:
     Mortgage-backed securities:
       GNMA adjustable rate                      $       7,699,556  $          2,564    $          71,597  $      7,630,523
     Equity securities:
       FNMA common stock                                     6,858             1,330                   --             8,188
                                                 -----------------  ------------------  -----------------  -----------------
                                                 $       7,706,414  $          3,894    $          71,597  $      7,638,711
                                                 =================  ==================  =================  =================
   December 31, 1999:
     Mortgage-backed securities:
       GNMA adjustable rate                      $       9,231,129  $          4,565    $         115,728  $      9,119,966
                                                 =================  ==================  =================  =================
<CAPTION>
                                                    Amortized                 Gross unrealized                   Fair
                                                       Cost               Gains              Losses             Value
                                                 -----------------  ------------------  -----------------  -----------------
<S>                                              <C>                <C>                 <C>                <C>
HELD-TO-MATURITY SECURITIES:

   December 31, 2000:
     Mortgage-backed securities:
       FNMA participation certificates           $         130,362  $              --   $             886  $         129,476
       FHLMC participation certificates                    972,584                 --               6,786            965,798
       GNMA fixed rate                                   1,656,109             43,745                  --          1,699,854
       FHLMC adjustable rate                               838,859                 --              14,618            824,241
     US government agency bonds                          1,000,000              3,780                  --          1,003,780
     Corporate bonds                                     1,192,847              6,497                 659          1,198,685
     Trust preferred securities                            300,000                 --              11,000            289,000
                                                 -----------------  ------------------  -----------------  -----------------
                                                 $       6,090,761  $          54,022   $          33,949  $       6,110,834
                                                 =================  ==================  =================  =================
   December 31, 1999:
     Mortgage-backed securities:
       FNMA participation certificates           $       1,515,252  $              --   $          15,801  $       1,499,451
       FHLMC participation certificates                  2,175,614                 --              21,716          2,153,898
       FHLMC adjustable rate                               969,828                 --              37,607            932,221
     US government agency bonds                          1,000,000                 --               4,146            995,854
     Corporate bonds                                       896,197                 --               7,877            888,320
     Trust preferred securities                            300,000             13,500               3,750            309,750
                                                 -----------------  ------------------  -----------------  -----------------
                                                 $       6,856,891  $          13,500   $          90,897  $       6,779,494
                                                 =================  ==================  =================  =================
</TABLE>
                                     (Continued)

                                        F-14
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

NOTE 3   SECURITIES  (CONTINUED)

The scheduled maturities of securities available-for-sale and held-to-maturity
at December 31, 2000 were as follows:
<TABLE>
<CAPTION>
                                                    Available-for-sale securities:         Held-to-maturity securities:
                                                 -------------------------------------  ------------------------------------
                                                    Amortized             Fair             Amortized             Fair
                                                       Cost               Value               Cost              Value
                                                 -----------------  ------------------  -----------------  -----------------
<S>                                              <C>                <C>                 <C>                <C>
Due in one year or less                          $              --  $              --   $       2,602,758  $       2,599,051
Due from one to five years                                      --                 --             693,035            698,688
Due from five to ten years                                      --                 --             200,000            199,000
Due after ten years                                      7,706,414          7,638,711           2,594,968          2,614,095
                                                 -----------------  ------------------  -----------------  -----------------
                                                 $       7,706,414  $       7,638,711   $       6,090,761  $       6,110,834
                                                 =================  ==================  =================  =================
</TABLE>
For purposes of the maturity table, mortgage-backed securities, which are not
due at a single maturity date, have been allocated over maturity groupings based
on the weighted-average contractual maturities of underlying collateral. The
underlying principal on mortgage-backed securities may be recovered earlier than
their scheduled contractual maturities because of principal prepayments.

Securities of $10,868,621 and $4,821,470 were pledged to secure public deposits
and for other purposes required or permitted by law at December 31, 2000 and
1999, respectively.

NOTE 4   LOANS HELD-FOR-SALE

The carrying amount of loans held-for-sale and their estimated fair value, as
determined on an aggregate basis, at December 31, follows:
<TABLE>
<CAPTION>
                                                                     Gross unrealized
                                                        --------------------------------------------
      December 31               Amortized cost                Gains                    Losses                 Fair value
------------------------      -------------------       -------------------      -------------------      -------------------
<S>                           <C>                       <C>                      <C>                      <C>
         2000                 $         821,180         $          23,678        $              --        $         844,858
         1999                           183,850                     3,325                       --                  187,175
</TABLE>
Proceeds from sale of loans held-for-sale were $11,811,842, $19,375,329 and
$13,127,660 for the years ended December 31, 2000, 1999 and 1998, respectively.
Gains of $259,165 and losses of $7,802 were recognized in 2000, while gains of
$302,701 and losses of $5,848 were recognized in 1999, and gains of $223,083 and
losses of $253 were recognized in 1998.

                                  (Continued)

                                     F-15

<PAGE>


                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

NOTE 5   LOANS RECEIVABLE

The components of loans in the consolidated statements of financial condition
were as follows:
<TABLE>
<CAPTION>
                                                                                                   December 31
                                                                                      --------------------------------------
                                                                                            2000                1999
                                                                                      -----------------  -------------------
<S>                                                                                   <C>                <C>
First mortgage loans:
   Conventional                                                                       $      86,206,795  $      78,163,131
   FHA insured and VA guaranteed                                                              7,720,504          6,350,481
Consumer and installment loans                                                               20,976,939         17,472,395
Construction loans                                                                            1,721,472            569,176
Other                                                                                         4,928,708          3,664,735
                                                                                      -----------------  -------------------
                                                                                            121,554,418        106,219,918
Less:
   Loans in process                                                                             502,152            413,520
   Unearned discounts, deferred loan fees, and other                                            891,337            765,271
   Allowance for loan losses                                                                    681,486            864,317
                                                                                      -----------------  -------------------
                                                                                      $     119,479,443  $     104,176,810
                                                                                      =================  ===================
</TABLE>
An analysis of the changes in allowance for loan losses follows:
<TABLE>
<CAPTION>
                                                                                    Years ended December 31
                                                                    --------------------------------------------------------
                                                                          2000                1999               1998
                                                                    ------------------  -----------------  -----------------
<S>                                                                 <C>                 <C>                <C>
Balance at beginning of year                                        $        864,317    $        600,984   $        527,347

Loans charged-off                                                           (150,873)           (341,775)          (190,056)
Recoveries                                                                    18,664              31,288             25,413
                                                                    ------------------  -----------------  -----------------
       Net loans charged-off                                                (132,209)           (310,487)          (164,643)
Provision for loan losses charged to operations                              199,378             323,820            238,280
Acquired general valuation allowance                                        (250,000)            250,000                 --
                                                                    ------------------  -----------------  -----------------
Balance at end of year                                              $        681,486    $        864,317   $        600,984
                                                                    ==================  =================  =================
</TABLE>

An analysis of the changes of loans to directors, executive officers, and major
stockholders follows:
<TABLE>
<CAPTION>
                                                                                    Years ended December 31
                                                                    --------------------------------------------------------
                                                                          2000                1999               1998
                                                                    ------------------  -----------------  -----------------
<S>                                                                 <C>                 <C>                <C>
Balance at beginning of year                                        $      1,300,285    $      2,272,616   $        984,434
Loans originated                                                              98,114             217,074          1,743,100
Loan principal payments and other reductions                                (118,479)         (1,189,405)          (454,918)
                                                                    ------------------  -----------------  -----------------
Balance at end of year                                              $      1,279,920    $      1,300,285   $      2,272,616
                                                                    ==================  =================  =================
</TABLE>

                                     (Continued)

                                        F-16
<PAGE>

               ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (CONTINUED)


NOTE 5            LOANS RECEIVABLE (CONTINUED)

The Bank had outstanding commitments to originate real estate loans at December
31, 2000 and 1999 of approximately $496,950 and $1,960,217, respectively.

The following table summarizes impaired loan information:

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                      2000            1999
                                                                   ------------    ------------
<S>                                                                <C>             <C>
Recorded investment in impaired loans                              $    888,204    $    314,050
Average recorded investment in impaired loans                           601,127         598,132
Interest income on impaired loans                                            --              --
</TABLE>


The Bank is not committed to lend additional funds to borrowers with
non-performing or renegotiated loans.

NOTE 6            PREMISES AND EQUIPMENT

Components of premises and equipment included in the consolidated statements of
financial condition at December 31, 2000 and 1999 were as follows:

<TABLE>
<CAPTION>
                                                                      2000            1999
                                                                   ------------    ------------
<S>                                                                <C>             <C>
Cost:
   Land                                                            $    907,593    $    407,593
   Bank premises                                                      2,888,805       2,178,932
   Furniture and equipment                                            1,982,758       1,707,290
   Automobiles                                                          101,076         101,076
                                                                   ------------    ------------

       Total cost                                                     5,880,232       4,394,891
Less accumulated depreciation                                         2,367,338       1,922,188
                                                                   ------------    ------------

       Net book value                                              $  3,512,894    $  2,472,703
                                                                   ============    ============
</TABLE>

Certain Bank facilities and equipment are leased under various operating leases.
Rental expense was $86,048 in 2000, $27,893 in 1999 and $18,942 in 1998.

Future minimum rental commitments under noncancelable leases are:

<TABLE>
                  <S>                                              <C>
                  2001                                             $     45,932
                  2002                                                    3,600
                  2003                                                    3,600
                  2004                                                    3,600
                  2005                                                    1,800
                                                                   ------------

                                                                   $     58,532
                                                                   ============
</TABLE>

                                        (Continued)

                                            F-17
<PAGE>

               ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (CONTINUED)


NOTE 7            LOAN SERVICING

Mortgage loans serviced for others are not included in the accompanying
consolidated statements of financial condition. All mortgage servicing rights
were sold in the last quarter of 1998 at which time the Bank realized a gain of
$838,143. The Bank sold loans totaling approximately $377,000 and $7,646,000 and
retained the servicing on such loans during 2000 and 1999, respectively. The
unpaid balances of loans serviced for others at December 31 are summarized as
follows:

<TABLE>
<CAPTION>
                                                           2000                1999               1998
                                                     -----------------   -----------------  -----------------
<S>                                                  <C>                 <C>                <C>
Mortgage loan portfolios serviced for:
  FNMA                                               $       6,618,588   $       7,313,948  $              --
                                                     -----------------   -----------------  -----------------

                                                     $       6,618,588   $       7,313,948  $              --
                                                     =================   =================  =================
</TABLE>


Custodial escrow balances maintained in connection with loan servicing were
$36,552 and $54,100 at December 31, 2000 and 1999, respectively.

Mortgage servicing rights retained on loans sold of $5,197 and $101,656 were
capitalized in 2000 and 1999, respectively.

Following is an analysis of the aggregate changes in servicing rights asset
balances for the years 2000, 1999 and 1998.

<TABLE>
<S>                                                                                         <C>
Balance, January 1, 1998                                                                    $        331,296
Originated mortgage servicing rights                                                                 129,632
Amortization*                                                                                        (95,166)
Originated mortgage servicing rights sold                                                           (365,762)
                                                                                            -----------------

Balance, January 1, 1999                                                                                   0
Originated mortgage servicing rights                                                                 101,656
Amortization*                                                                                        (17,919)
                                                                                            -----------------

Balance, January 1, 2000                                                                              83,737
Originated mortgage servicing rights                                                                   5,197
Amortization*                                                                                        (30,239)
                                                                                            -----------------

Balance, December 31, 2000                                                                  $         58,695
                                                                                            =================
</TABLE>

*Includes valuation adjustments, if any, due to changes in prepayment
assumptions

NOTE 8            CONCENTRATION OF CREDIT RISK

The Bank invests available funds in mortgage-backed securities and
interest-bearing deposits and maintains funds in other depository institutions,
including the FHLB of Dallas. Generally, the Bank's investments in U.S.
Government securities and mortgage-backed securities are recorded in book entry
form only, and the Bank does

                                        (Continued)

                                            F-18
<PAGE>

               ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (CONTINUED)


NOTE 8            CONCENTRATION OF CREDIT RISK (CONTINUED)

not take possession of the actual investment certificates. The Bank's investment
in interest-bearing deposits, excluding those with the FHLB of Dallas, is
limited to amounts covered by applicable Federal Deposit Insurance Corporation
(FDIC) limits.

The Bank has five full service bank locations in Clovis, Albuquerque, Gallup,
and Portales, New Mexico. The Bank's primary service area includes the New
Mexico counties of Bernalillo, Cibola, Curry, De Baca, Los Alamos, McKinley,
Roosevelt, Sandoval, Santa Fe, Torrance, Valencia, and the Texas counties of
Parmer and Bailey.

The Bank has historically been a major lender of mortgage loans in the Eastern
New Mexico area and is dedicated to the promotion of thrift through the
solicitation of savings accounts. The Bank's five offices primarily service the
Bernalillo, Curry, McKinley, and Roosevelt counties of New Mexico and the
adjoining West Texas counties. The Bank offers a comprehensive range of credit
and depository services, while conducting business in a manner based on
financial stability, service, and community involvement.

The Bank grants consumer, commercial business, commercial real estate, and
residential loans to customers in its trade area. Generally, the loans are
secured by real estate; however, the Bank does make consumer loans and
commercial loans. The loans are expected to be repaid from the cash flow of the
borrowers. Although the Bank has a diversified loan portfolio, a substantial
portion of its debtors' ability to honor their contracts is dependent upon the
general economic conditions of the region.

The Bank's collateral policy is to secure all real estate loans by mortgages,
place first liens on available assets underlying commercial loans, and perfect
purchase money liens on consumer loan products. The Bank grants unsecured loans
to its customers.

NOTE 9            DEPOSITS

The composition of deposits and the effective rates of interest at December 31
were as follows:

<TABLE>
<CAPTION>
                                                                                              2000               1999
                                                                                        -----------------  -----------------
<S>                                                                                     <C>                <C>
Checking accounts - noninterest bearing                                                 $      11,029,685  $       8,032,571
Savings accounts (2000 - 1.50%; 1999 - 2.00%)                                                   6,075,206          7,003,357
Insured Money Market accounts (2000 - 2.15%-5.85%; 1999 - 2.30%-5.00%)                         22,298,360         24,089,495
Transaction accounts (2000 - .01%-2.60%; 1999 -.01%-2.30%)                                      8,630,020          9,199,888
Time deposits:
   2.01% - 3.00%                                                                                  247,677            494,700
   3.01% - 4:00%                                                                                  314,807            820,533
   4.01% - 5.00%                                                                               14,123,747         56,017,550
   5.01% - 6.00%                                                                               40,374,835         13,362,006
   6.01% - 7.00%                                                                               34,022,891          3,328,592
   7.01% - 8.00%                                                                                  158,738            131,046
                                                                                        -----------------  -----------------

                                                                                        $     137,275,966  $     122,479,738
                                                                                        =================  =================
</TABLE>


                                        (Continued)

                                            F-19
<PAGE>

               ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (CONTINUED)


NOTE 9            DEPOSITS (CONTINUED)

At December 31, 2000, the scheduled maturities of time deposits were as follows:

<TABLE>
<CAPTION>
                                                                    Amount        Percent of total
                                                               -----------------  -----------------
<S>                                                            <C>                <C>
2001                                                           $      76,076,367            85.3%
2002                                                                   7,791,524             8.7
2003                                                                   3,913,354             4.4
2004                                                                     887,872             1.0
2005                                                                     573,578             0.6
                                                               -----------------  -----------------

                                                               $      89,242,695           100.0%
                                                               =================  =================
</TABLE>


At December 31, 2000 and 1999, individual time deposits in excess of $100,000
amounted to $19,281,628 and $5,657,798, respectively.

Interest expense on deposits for the years ended December 31 was as follows:

<TABLE>
<CAPTION>
                                                  2000                1999               1998
                                           ------------------  -----------------  -----------------
<S>                                        <C>                 <C>                <C>
Savings accounts                           $        110,047    $        134,674   $        160,639
Money Market accounts                               807,683             732,901            499,684
Transaction accounts                                 82,236              62,440            234,631
Time deposits                                     4,154,945           3,398,004          3,365,430
                                           ------------------  -----------------  -----------------

                                           $      5,154,911    $      4,328,019   $      4,260,384
                                           ==================  =================  =================
</TABLE>

At December 31, 2000 and 1999, the Bank had accrued interest payable on time
deposits totaling $246,347 and $128,265, respectively. The weighted average
interest rate on deposits was 4.10%, 3.96%, and 4.27% for the years ended
December 31, 2000, 1999 and 1998, respectively.


NOTE 10           OTHER BORROWED FUNDS

Each FHLB is authorized to make advances to its members, subject to such
regulations and limitations as the FHLB may prescribe. At December 31, 2000 and
1999, advances from FHLB of $2,750,000 and $7,250,000, respectively, were
collateralized by mortgage loans held by the Bank. The Bank is also required to
maintain stock ownership in the FHLB of at least a minimum percentage of its
loans. At December 31, 2000, the Bank's investment in stock of the FHLB was
adequate.

At December 31, 2000 and 1999, the Company had lines of credit totaling $200,000
and $260,000 respectively, from other banks. The lines of credit bear market
rates of interest and borrowings thereunder, if any, are to be used for general
Company purposes. The borrowing matures on September 20, 2001. There were
amounts of $200,000 and $0 outstanding under these arrangements at December 31,
2000 and 1999, respectively.


                                        (Continued)

                                            F-20
<PAGE>

               ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               (CONTINUED)


NOTE 11           INCOME TAXES

At December 31, 2000, the Company had remaining net operating loss ("NOL")
carryforwards of approximately $3,860,000 for federal income tax purposes which
expire in varying amounts through 2011. In addition, the alternative minimum tax
("AMT") NOL carryforward and AMT credit carryforward were approximately
$4,890,000 and $120,000, respectively, which expire in varying amounts through
2011. Investment tax credit carryforwards of approximately $38,000 expire in
varying amounts through 2005.

Section 382 of the Internal Revenue Code ("Code") provides that the
aforementioned tax NOL carryforwards would be subjected to an annual limitation
should there be a change of over 50% in the stock ownership of the Company
during any three year testing period. Due to the fact that the Company has a tax
NOL carryforward, it is required to report changes in ownership of 5% or greater
of stockholders annually to the Internal Revenue Service. The statute and
applicable Treasury regulations are extremely complex. The Company believes that
no change of ownership as defined in applicable Section 382 regulations occurred
through the three-year testing period ended December 31, 2000. However, if such
a change in ownership occurs, the annual use of the tax NOL carryforwards would
be subject to an annual limitation.

Stockholders' equity at December 31, 2000 includes approximately $2,100,000 for
which no provision for Federal income tax has been accrued. These amounts
represent allocation of income to bad debt reserves for tax purposes only.
Reduction of amounts so allocated for purposes other than losses on loans will
create income for tax purposes only, which will be subject to the then current
corporate tax rate.

The Company, the Bank and FEDCO are parties to a tax sharing agreement. The
general provisions of the agreement require the Bank and FEDCO to pay the
Company on the tax due date the taxes due calculated for each entity. The
Company in turn calculates the taxes due on a consolidated basis and forwards
the required payments to the taxing authorities.

The reasons for the differences between the statutory federal income tax rates
and the effective tax rates for the years ended December 31 are summarized as
follows:

<TABLE>
<CAPTION>
                                                                          2000                1999               1998
                                                                    ------------------  -----------------  -----------------
<S>                                                                 <C>                 <C>                <C>
Statutory rates                                                           34.00%             34.00 %             34.00 %
Effect of net operating loss                                                 --             (34.00)                 --
Deferred tax asset valuation allowance adjustment                            --             (20.91)                 --
Other                                                                        --                 --               (2.71)
                                                                    ------------------  -----------------  -----------------
                                                                          34.00%            (20.91)%             31.29 %
                                                                    ==================  =================  =================
</TABLE>


                                        (Continued)

                                            F-21

<PAGE>

                    ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

NOTE 11  INCOME TAXES (CONTINUED)

The tax effect of significant temporary differences representing deferred tax
assets and liabilities and changes thereon were as follows:

<TABLE>
<CAPTION>
                                December 31,           Net             December 31,           Net            December 31,
                                    1998              change               1999              change              2000
                              -----------------  -----------------  ------------------  -----------------  -----------------
<S>                           <C>                <C>                <C>                 <C>                <C>
OPERATIONAL ITEMS:
-----------------
  Deferred tax assets:
   Net operating loss
    carryforward              $       1,710,000  $        (180,000) $       1,530,000   $        (217,000) $       1,313,000
   Capital loss
    carryforward                        169,000           (169,000)                --                  --                 --
   Bad debt deduction and
    deferred loan fees                  178,000              6,000            184,000              15,000            199,000
   Other                                     --              4,000              4,000              18,000             22,000
                              -----------------                     ------------------                     -----------------

                                      2,057,000                             1,718,000                              1,534,000
   Valuation allowance                 (635,000)           635,000                 --                  --                 --
                              -----------------  -----------------  ------------------  -----------------  -----------------

    Deferred tax assets               1,422,000            296,000          1,718,000            (184,000)         1,534,000
                              -----------------  -----------------  ------------------  -----------------  -----------------

  Deferred tax liabilities:
   Depreciation                        (237,000)           (12,000)          (249,000)              3,000           (246,000)
   FHLB stock                          (127,000)           (18,000)          (145,000)            (22,000)          (167,000)
   Originated mortgage
    servicing rights                         --            (28,000)           (28,000)              8,000            (20,000)
   Other                                 (4,000)             4,000                 --             (11,000)           (11,000)
                              -----------------  -----------------  ------------------  -----------------  -----------------

    Deferred tax                       (368,000)           (54,000)          (422,000)            (22,000)          (444,000)
     liabilities
                              -----------------  -----------------  ------------------  -----------------  -----------------

    Net deferred tax asset    $       1,054,000  $         242,000  $       1,296,000   $        (206,000) $       1,090,000
                              =================  =================  ==================  =================  =================

EQUITY ITEMS:

  Deferred tax assets:
   Investments                $          21,000  $          17,000  $          38,000   $         (15,000) $          23,000
                              -----------------                     ------------------                     -----------------

                                         21,000                                38,000                                 23,000
   Valuation allowance                       --                 --                 --                  --                 --
                              -----------------  -----------------  ------------------  -----------------  -----------------

    Deferred tax assets                  21,000             17,000             38,000             (15,000)            23,000

  Deferred tax liabilities                   --                 --                 --                  --                 --
                              -----------------  -----------------  ------------------  -----------------  -----------------

    Net deferred tax asset    $          21,000  $          17,000  $          38,000   $         (15,000) $          23,000
                              =================  =================  ==================  =================  =================
</TABLE>

During 1999 the Company changed its estimate with respect to the future
benefits of their NOL carryforwards and, accordingly, reduced the related
valuation allowance. To the extent the valuation allowance was reduced, the
related tax benefit was credited to income.


                                   (Continued)

                                      F-22
<PAGE>

                    ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 12  REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered
by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory, and possibly additional discretionary actions
by regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet
specific capital guidelines that involve quantitative measures of the Bank's
assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. The Bank's capital amounts and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors.

In accordance with Office of Thrift Supervision ("OTS") regulations, the Bank
must have: (1) core capital equal to 4% of adjusted total assets; (2)
tangible capital equal to 1.5% of adjusted total assets; and (3) total
capital equal to 8.0% of risk-weighted assets, which includes off-balance
sheet items.

The following table is a reconciliation of the Bank's capital for regulatory
purposes at December 31, 2000 as reported to the OTS.

<TABLE>
<CAPTION>
                                                                         Tier 1-            Tier 1-             Total
                                                                          Core             Risk-based         Risk-based
                                                                         Capital            Capital            Capital
                                                                    ------------------  -----------------  -----------------
<S>                                                                 <C>                 <C>                <C>
Total regulatory assets                                             $    154,332,856
Net unrealized depreciation on
   available-for-sale securities, net                                         44,684
Less intangible assets disallowed for
   regulatory purposes                                                    (2,553,839)
                                                                    ------------------

Adjusted regulatory total assets                                    $    151,823,701
                                                                    ==================

Risk-based assets                                                                       $   101,885,000    $   101,885,000
                                                                                        =================  =================

Stockholders' equity                                                $     13,460,193    $    13,460,193    $    13,460,193
Net unrealized depreciation on
   available-for-sale securities, net                                         44,684             44,684             44,684
General valuation allowance                                                       --                 --            681,486
Less intangible assets disallowed for
regulatory purposes                                                       (2,553,839)        (2,553,839)        (2,553,839)
                                                                    ------------------  -----------------  -----------------

Regulatory capital                                                        10,951,038         10,951,038         11,632,524
Regulatory capital required to be "well capitalized"                       7,591,185          6,113,100         10,188,500
                                                                    ------------------  -----------------  -----------------

Excess regulatory capital                                           $      3,359,853    $     4,837,938    $     1,444,024
                                                                    ==================  =================  =================

Bank's capital to adjusted regulatory assets                                   7.21%
                                                                    ==================

Bank's capital to risk-based assets                                                               10.75%             11.42%
                                                                                        =================  =================
</TABLE>

                                   (Continued)

                                      F-23
<PAGE>

                    ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 12  REGULATORY MATTERS (CONTINUED)

The most recent notification from the OTS categorized the Bank as "well
capitalized" under the regulatory framework for prompt corrective action. To
remain categorized as "well capitalized", the Bank would have to maintain
minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as
disclosed in the table below. There are no conditions or events since the
most recent notification that management believes have changed the Bank's
prompt corrective action category.

<TABLE>
<CAPTION>
                                                                                                   To Be Well Capitalized
                                                                        For Capital                Under Prompt Corrective
                                          Actual                     Adequacy Purposes                Action Provisions
                               ------------------------------  -------------------------------  ------------------------------

At December 31, 2000:             Amount           Ratio          Amount            Ratio          Amount           Ratio
-----------------------------  --------------  --------------  --------------   --------------  --------------  --------------
<S>                            <C>             <C>             <C>              <C>             <C>             <C>
Total Capital
  (to risk weighted assets)    $  11,632,524       11.42%      $   8,150,800         8.00%      $  10,188,500      10.00%
Tier 1 Capital
  (to risk weighted assets)       10,951,038       10.75%          4,075,400         4.00%          6,113,100       6.00%
Tier 1 Capital
  (to regulatory assets)          10,951,038        7.21%          6,072,948         4.00%          7,591,185       5.00%


At December 31, 1999:
-----------------------------

Total Capital
  (to risk weighted assets)    $   9,288,457       10.44%      $   7,119,360         8.00%      $   8,899,200      10.00%
Tier 1 Capital
  (to risk weighted assets)        8,424,140        9.47%          3,559,680         4.00%          5,339,520       6.00%
Tier 1 Capital
  (to regulatory assets)           8,424,140        6.06%          5,556,600         4.00%          6,945,750       5.00%
</TABLE>


OTS regulations impose various restrictions on the Bank with respect to its
ability to pay dividends to the Company.


                                   (Continued)

                                      F-24
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 13           COMMON STOCK, STOCK OPTION PLANS AND DIRECTOR RETAINER PLAN

A cash dividend of $.05 per share was paid on January 5, 1999 to shareholders of
record as of December 31, 1998. No cash dividends were declared or paid in 2000.

Under the 1986 Stock Option and Incentive Plan ("1986 Plan"), as amended, the
Bank could grant Incentive and Non-Incentive Stock Options, as well as Stock
Appreciation Rights ("SARs"), to officers, directors, key employees and other
persons up to a maximum of 68,250 shares of the Bank's common stock. The 1986
Plan was administered by a committee of the Board of Directors and was
terminated in August 1996. Under the provisions of the 1986 Plan, stock options
had terms that were determined by the committee, but not to exceed ten years
from the date of grant. However, in the case of optionees who owned in excess of
10% of the outstanding common stock of the Bank, the term of the stock option
could not exceed five years. The aggregate fair market value of the options for
which any persons could be granted in any calendar year could not exceed
$100,000. During 1997, 544 shares of common stock were issued in connection with
exercises of stock options awarded under this plan, with proceeds to the Company
of $2,992. During 1998, 12,519 shares of common stock were issued in connection
with exercise of options awarded under this plan with proceeds to the Company of
$68,855. After the 1998 exercises, there were no remaining options outstanding
under the 1986 Plan.

In 1997, the stockholders approved the 1997 Stock Option and Incentive Plan
("1997 Plan") to provide a means for the Company to attract and retain officers,
directors and employees. Under the terms of the 1997 Plan, the aggregate number
of shares of stock to be issued pursuant to the exercise of all options granted
under the 1997 Plan may not exceed 183,600. No options may be granted under the
1997 Plan after ten years from the date of the adoption of the 1997 Plan. In
addition, the 1997 Plan provides for the granting of Stock Appreciation Rights
("SARs"). During 1997, options to purchase 165,240 shares were granted, all of
which were immediately exercisable. No options were awarded under the 1997 Plan
during 1998. During 1999, options to purchase 12,000 shares were granted, all of
which were immediately exercisable. During 2000, options to purchase 4,000
shares were granted all of which were immediately exercisable. No SARs have been
awarded as of December 31, 2000. During 1998, 7,100 shares of common stock were
issued in connection with exercise of options under the 1997 Plan with proceeds
to the Company of $39,938. During 1999, 6,600 shares of common stock were issued
in connection with exercise of options under the 1997 Plan with proceeds to the
Company of $37,125. During 2000, 5,100 shares of common stock were issued in
connection with exercise of options under the 1997 Plan with proceeds to the
Company of $28,688. Previously awarded stock options under the 1997 Plan to
purchase 4,080 shares were forfeited during 1999, leaving these shares available
for reissuance. At December 31, 2000, options to purchase 6,440 shares of the
Company's common stock were available for issuance under the 1997 Plan.





                                (Continued)

                                    F-25

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 13           COMMON STOCK, STOCK OPTION PLANS AND DIRECTOR RETAINER PLAN
                  (CONTINUED)

A summary of the status of the Company's stock options as of December 31, 2000,
1999 and 1998, and the changes for the years then ended is presented below:


<TABLE>
<CAPTION>

                                                                    For the year ended December
                                  -----------------------------------------------------------------------------------------------
                                                2000                            1999                            1998
                                  -------------------------------  ------------------------------  ------------------------------
                                                     Weighted                        Weighted                        Weighted
                                                      Average                         Average                         Average
                                                     Exercise                        Exercise                        Exercise
                                      Shares           Price           Shares          Price           Shares          Price
                                  <S>             <C>              <C>             <C>             <C>             <C>
Options outstanding,
   beginning of year                   159,460    $       6.981         158,140    $       6.902        177,759    $       6.752
Granted                                  4,000            7.680          12,000            7.750             --               --
Exercised                               (5,100)           5.625          (6,600)           5.625        (19,619)           5.545
Expired                                     --               --          (4,080)           8.375             --               --
                                  --------------                   --------------                  --------------

Options outstanding, end
  of year                              158,360    $       7.042         159,460    $       6.981        158,140    $       6.902
                                  ==============  ===============  ==============  ==============  ==============  ==============

Weighted average fair
  market value of options
  granted during the year                         $       3.450                    $       4.480                   $      N/A
                                                  ===============                  ==============                  ==============

</TABLE>

The following table summarizes information about options outstanding as of
December 31, 2000:


<TABLE>
<CAPTION>

                                                             Options Outstanding and Exercisable
                                  ------------------------------------------------------------------------------------------

                                            Number                  Weighted Average                      Weighted
                                       Outstanding and            Remaining Contractual                Average Exercise
   Range of Exercise Price               Exercisable                  Life (In Years)                      Price
-------------------------------   -------------------------   ------------------------------   -----------------------------
<S>                               <C>                         <C>                              <C>
$5.625 to $8.375                           158,360                        6.83                            $   7.042

</TABLE>

The Company accounts for compensation costs incurred in connection with the
granting of stock options using the intrinsic value method prescribed in APB
Opinion No. 25. As such, no compensation expense was recorded in connection with
the awarding of stock options during 2000 or 1999 as the exercise price was not
below the market price of the Company's common stock at the respective dates of
grant. No options were awarded during 1998. In 1995, the FASB issued SFAS No.
123, ACCOUNTING FOR STOCK BASED COMPENSATION, which, if fully adopted by the
Company, would have changed the method the Company applies in recognizing costs
associated with the granting of stock options. Adoption of the cost recognition
provisions of SFAS No. 123 was optional and the Company determined not to elect
these provisions. However, pro-forma disclosure of net income and earnings per
share as if the Company adopted the cost recognition provisions of SFAS No. 123
are required and are presented below.

                                (Continued)

                                    F-26

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 13           COMMON STOCK, STOCK OPTION PLANS AND DIRECTOR RETAINER PLAN
                  (CONTINUED)

The fair value of each option granted during 2000 and 1999 was estimated on the
date of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:


<TABLE>
<CAPTION>

                                                                                              2000               1999
                                                                                        -----------------  -----------------
<S>                                                                                     <C>                <C>
Dividend yield                                                                                   -- %               -- %
Expected volatility                                                                            40.15%             61.35%
Risk-fee interest rate                                                                          6.59%              5.89%
Expected lives (in years)                                                                       5                  5

No options were granted during 1998.

</TABLE>

Had compensation cost for all grants of stock options during 2000 and 1999 been
determined based on the fair value at the date of grant, reported net income and
earnings per share would have been adjusted to the pro-forma amounts shown
below:


<TABLE>
<CAPTION>

                                                                                              2000               1999
                                                                                        -----------------  -----------------
<S>                                                                                     <C>                <C>
Net income
  As reported                                                                           $         410,458  $       1,398,214
  Pro-forma                                                                                       401,353          1,362,050

Earnings per share
  As reported                                                                           $            0.33  $            1.13
  Pro-forma                                                                                          0.32               1.10

Earnings per share-assuming dilution
  As reported                                                                           $            0.32  $            1.10
  Pro-forma                                                                                          0.32               1.08

</TABLE>

The Company has adopted the Non-Employee Director Retainer Plan ("Retainer
Plan") which provides for the payment of all or a portion of the directors fees
in shares of common stock of the Company. The number of shares is determined
based on the fair market value of the Bank's stock during the month the fee is
payable.

The Retainer Plan defers the recognition of compensation by the directors by
deferring the issuance of common stock to the director until the director leaves
the board. A total of 50,000 shares of common stock have been reserved for
issuance under the Retainer Plan. During 1998, $18,000 of directors fees,
representing 1,736 shares of common stock to be issued, were reserved under the
terms of the Retainer Plan. During 1999, $18,500 of director fees, representing
2,436 shares of common stock to be issued, were reserved under the terms of the
Retainer Plan. During 2000, $20,150 of directors fees, representing 3,180 shares
of common stock to be issued, were reserved under the terms of the Retainer
Plan. As of December 31, 2000, 461 of these shares have been issued.


                                (Continued)

                                    F-27

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 14           EMPLOYEE BENEFIT PLANS

The Company and the Bank have a profit sharing/employee stock ownership plan
("ESOP") for which substantially all employees are eligible. Contributions, when
made, may be made in the form of cash or in common stock of the Company.
Contribution amounts are based upon employee's compensation, but may not exceed
maximum deductible limits for federal income tax purposes. Employer
contributions to the ESOP of $24,996, $21,004, and $15,754, were made in 2000,
1999 and 1998, respectively. The profit sharing plan also includes a 401(k)
before-tax salary deferral feature. Employees may elect to contribute to the
plan and such contributions may be matched by the Bank as a percentage of each
employee's contribution. Employer contributions made to the 401(k) plan for the
years ended December 31, 2000, 1999 and 1998 totaled $11,392, $17,089, and
$20,161, respectively.

During 2000, the ESOP purchased 240,000 shares of previously unissued Company
common stock at $5.625 per share for proceeds to the Company of $1,350,000. This
purchase was facilitated by a loan from an unrelated third party in the amount
of $1,350,000. Debt service on this loan is to be made by Company contributions
to the ESOP. The shares purchased initially were pledged as collateral for this
loan. As the loan is repaid, shares are released from collateral and allocated
to active employees at the rate of 8,000 shares for each quarterly loan payment.
The debt of the ESOP is recorded as debt and the shares pledged as collateral
are deducted from stockholders' equity as unearned ESOP shares in the
accompanying consolidated statements of financial condition.

The loan referred to in the preceding paragraph bears interest at the Wall
Street Journal Prime rate (9.50% at December 31, 2000) and quarterly principal
and interest payments of $62,392 are required beginning August 1, 2000 and
continuing until maturity on November 1, 2007. Future principal payments are due
as follows based on the interest rate in effect at December 31, 2000:

During the year ended December 31:


<TABLE>

<S>                                                                                                        <C>
2001                                                                                                       $        129,968
2002                                                                                                                142,946
2003                                                                                                                157,219
2004                                                                                                                172,692
2005                                                                                                                190,163
Thereafter                                                                                                          496,751
                                                                                                           -----------------
                                                                                                           $      1,289,739
                                                                                                           =================

</TABLE>

As shares are released from collateral, the Company reports compensation expense
equal to the current market price of the shares and the shares become
outstanding for earnings-per-share computations. ESOP compensation expense
relative to this release of shares was $69,470 for the year ended December 31,
2000.





                                (Continued)

                                    F-28

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 14           EMPLOYEE BENEFIT PLANS (CONTINUED)

Shares of the Company's common stock held by the ESOP at December 31, 2000 and
1999 were as follows:


<TABLE>
<CAPTION>

                                                                                              2000               1999
                                                                                        -----------------  -----------------
<S>                                                                                     <C>                <C>
Allocated shares                                                                                28,705            18,207
Shares released for allocation                                                                  16,000                --
Unearned ESOP shares                                                                           224,000                --
                                                                                        -----------------  -----------------
                                                                                               268,705            18,207
                                                                                        =================  =================

Fair value of unearned shares                                                           $    1,344,000     $          --
                                                                                        =================  =================

</TABLE>

In June 1998, the Bank established an executive savings plan to provide
additional benefits for select highly compensated management employees of the
Bank as a means for participants to defer a portion of their compensation for
the future. Participants may contribute to the plan a percentage of their basic
compensation varying from 1% to 12%. The Bank may make discretionary matching
contributions to the plan. Salary deferrals and matching contributions, if any,
are funded into a Rabbi Trust which are available to the general creditors of
the Bank and, as a result, are recorded on the books and records of the Company.
Employer contributions made to the executive savings plan for the years ended
December 31, 2000 and 1999, totaled $50,143 and $30,921, respectively. All
salary deferral contributions are invested in the Company's common stock.

NOTE 15           NET INCOME PER SHARE

Basic net income per share has been computed by dividing net income available to
common stockholders for the period by the weighted average number of common
shares outstanding during the period. Diluted net income per share has been
computed by dividing net income available to common stockholders for the period
by the weighted average number of common shares outstanding during the period
adjusted for the assumed exercise of outstanding stock options and other
contingently issuable shares of common stock. Net income for basic and diluted
earnings per share are the same, as there are no contingently issuable shares of
stock whose issuance would have impacted net income.

A reconciliation between basic and diluted weighted average common shares
outstanding follows:


<TABLE>
<CAPTION>

                                                                           2000                1999               1998
                                                                    ------------------  -----------------  -----------------
<S>                                                                 <C>                 <C>                <C>
Weighted average common
     shares - Basic*                                                      1,246,814           1,240,328          1,224,005

Plus effect of dilutive securities:
  Stock Options                                                               8,768              22,763             63,418
  Shares held by Rabbi Trust                                                 12,611               3,404                366
                                                                    ------------------  -----------------  -----------------

Weighted average common
     shares - Assuming Dilution                                           1,268,193           1,266,495          1,287,789
                                                                    ==================  =================  =================



</TABLE>

*Includes shares awarded to directors under the Non-Employee Director Retainer
 Plan




                                (Continued)

                                    F-29


<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)

NOTE 16  FINANCIAL INSTRUMENTS

The Bank is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers
and to reduce its own exposure to fluctuation in interest rates. These
financial instruments include commitments to extend credit, standby letters
of credit, and financial guarantees. These instruments involve, to varying
degrees, elements of credit and interest rate risk in excess of the amount
recognized in the consolidated statements of financial position. The contract
or notional amounts of these instruments reflect the extent of involvement
the Bank has in particular classes of financial instruments. The Bank uses
the same credit policies in making commitments and conditional obligations as
it does for on-balance sheet instruments.

At December 31, 2000, unfunded credit commitments are as follows:

<TABLE>
<S>                                                       <C>
        Commitments to extend residential loans           $     496,950
        Lines of credit                                   $   8,348,054
        Credit cards                                      $   1,678,371
</TABLE>

Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Some of the commitments are
expected to expire without being drawn upon. The total commitment amounts do
not necessarily represent future cash requirements. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The amount of collateral
obtained, if deemed necessary by the Bank upon extension of credit, is based
on management's credit evaluation of the customers.

Standby letters of credit and financial guarantees written are conditional
commitments issued by the Bank to guarantee the performance of a customer to
a third party. Currently, letters of credit are not extended beyond one year.
The credit risk involved in issuing letters of credit is essentially the same
as that involved in extending loan facilities to customers. The Bank holds
collateral and personal guarantees as deemed necessary. The Bank had $0 and
$49,500 in standby letters of credit outstanding at December 31, 2000 and
1999, respectively.

At December 31, 2000, the Bank had no open interest rate swaps, futures,
options, or forward contracts.

At December 31, 2000 and 1999, the Bank had $1,318,130 and $394,067,
respectively, of commitments to sell newly-originated single family
residential loans.

                                  (Continued)

                                     F-30
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 16  FINANCIAL INSTRUMENTS (CONTINUED)

SFAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires
disclosure of fair value information about financial instruments, whether or
not recognized on the balance sheet, for which it is practicable to estimate
that value. Quoted market prices, if available, are utilized as an estimate
of the fair value of financial instruments. Because no quoted market prices
exist for a part of the Bank's financial instruments, the fair value of such
instruments has been derived based on management's assumptions with respect
to future economic conditions, the amount and timing of future cash flows and
estimated discount rates. Different assumptions could significantly affect
these estimates. Accordingly, the estimates provided herein do not
necessarily indicate amounts which could be realized in a current exchange.
Further, as it is management's intent to hold a portion of its financial
instruments to maturity, it is not probable that the fair values shown below
will be realized in a current transaction. In addition, fair value estimates
are based solely on existing on-and off- balance sheet financial instruments
without attempting to estimate the value of anticipated future business and
the value of assets and liabilities that are not considered financial
instruments. Examples would include portfolios of loans serviced for others,
investments in real estate, premises and equipment, and deferred tax assets.

Because of the wide range of permissible valuation techniques and the
numerous estimates which must be made, it may be difficult to make reasonable
comparisons of the fair value information to that of other financial
institutions. The aggregate fair value amount should in no way be construed
as representative of the underlying value of the Company and/or the Bank.

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practical to estimate
that value:

CASH AND CASH EQUIVALENTS - The carrying amount for cash and cash equivalents
approximates the assets' fair value because of the short maturity of those
instruments.

SECURITIES - The fair value of long-term investments such as U.S. Government
and agency obligations and mortgage-backed securities is estimated based on
bid quotations received from securities dealers and the FHLB.

LOANS RECEIVABLE - Fair values are estimated for portfolios of loans with
similar financial characteristics. Mortgage loans are segregated by type,
including but not limited to residential, commercial and construction.
Consumer loans are segregated by type, including but not limited to home
improvement loans, automobile loans, loans secured by deposits and secured
and unsecured personal loans. Each loan category may be segmented, as
appropriate, into fixed and adjustable interest rate terms, ranges of
interest rates, performing and non-performing, and repricing frequency.

For certain homogeneous categories of loans, such as some residential
mortgages, fair value is estimated using the quoted market prices for
securities backed by similar loans, adjusted for differences in loan
characteristics. The fair values of other types of loans are estimated by
discounting the future scheduled and unscheduled cash flows using the current
rates at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities. Unscheduled cash flows take
the form of estimated prepayments and may be based upon historical experience
as well as anticipated experience derived from current and prospective
economic and interest rate environments. For certain types of loans,
anticipated prepayment experience exists in published tables from securities
dealers.

                                  (Continued)

                                     F-31
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 16  FINANCIAL INSTRUMENTS (CONTINUED)

The fair value of significant non-performing mortgage loans is based on
estimated value of the collateral. Where appraisals are not available,
estimated cash flows are discounted using a rate commensurate with the credit
risk associated with those cash flows. Assumptions regarding credit risk,
cash flows and discount rates are judgementally determined using available
market information and specific borrower information. The fair value of
non-performing consumer loans is based on historical experience with such
loans.

The fair value of loans held-for-sale is estimated based on outstanding
commitments from investors or current market prices for similar loans.

FEDERAL HOME LOAN BANK STOCK - The fair value of stock in the FHLB is
estimated to be equal to its carrying amount given it is not a publicly
traded equity security, it has an adjustable dividend rate, and all
transactions in the stock are executed at the stated par value.

DEPOSITS AND ADVANCES FROM BORROWERS FOR TAXES AND INSURANCE - The fair value
of deposits with no stated maturity, such as interest-bearing or
non-interest-bearing checking accounts, savings accounts, money market
accounts and advances from borrowers for taxes and insurance is equal to the
amount payable upon demand. The fair value of certificates of deposit is
based on the lower of redemption or discounted value of contractual cash
flows. Discount rates for certificates of deposit are estimated using current
market rates.

FEDERAL HOME LOAN BANK ADVANCES - The estimated fair value of the FHLB
advances is normally based upon the discounted value of the differences
between contractual interest rates and current market rates for similar
agreements. However, the estimated fair value is the same as the carrying
value due to the short-term nature of the advances.

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS - The fair value of commitments to
extend credit is estimated using the fees currently charged to enter into
similar agreements, taking into account the remaining terms of the agreements
and the present creditworthiness of the counterparties. For fixed-rate loan
commitments, fair value also considers the difference between current levels
of interest rates and the committed rates. The fair value of guarantees and
letters of credit is based on fees currently charged for similar agreements
or on the estimated cost to terminate them or otherwise settle the
obligations with the counterparties at the reporting date.

The fair value of off-balance sheet financial instruments is estimated to
equal the carrying amount at December 31, 2000 and 1999.

NON-FINANCIAL INSTRUMENTS - SFAS No. 107 does not permit financial
institutions to take into account the value of long-term relationships with
depositors, commonly known as core deposit intangibles, when estimating the
fair value of deposit liabilities. These intangibles are considered to be
separate intangible assets that are not financial instruments. Nonetheless,
financial institutions' core deposits have typically traded at premiums to
their book values under both historical and current market conditions.

Likewise, SFAS No. 107 does not permit financial institutions to take into
account the value of the cash flows and income stream derived from its
portfolio of loans serviced for others.

                                  (Continued)

                                     F-32
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 16  FINANCIAL INSTRUMENTS (CONTINUED)

The estimated fair values of the Bank's financial instruments are shown below:

<TABLE>
<CAPTION>
                                                               December 31, 2000                  December 31, 1999
                                                        ---------------------------------  ---------------------------------
                                                            Carrying        Estimated          Carrying        Estimated
                                                             amount         fair value          amount         fair value
                                                        ---------------- ----------------  ----------------  ---------------
                                                                                   (In Thousands)
<S>                                                     <C>              <C>               <C>               <C>
Financial assets:
   Cash and cash equivalents                            $         7,145  $         7,145   $         7,875   $         7,875
   Certificates of deposit                                        3,796            3,819             5,092             5,137
   Securities available-for-sale                                  7,639            7,639             9,120             9,120
   Securities held-to-maturity                                    6,091            6,111             6,857             6,779
   Loans held-for-sale                                              821              845               184               187

   Loans receivable                                             119,479          118,278           104,177           103,353
   Accrued interest receivable                                    1,048            1,048               869               869
   FHLB stock                                                       945              945               880               880

Financial liabilities:
   Deposits                                                     137,276          130,045           122,480           114,105
   Accrued interest payable                                       1,135            1,135               665               665
   Advance payments by borrowers for taxes and
     insurance                                                      158              158               100               100
   FHLB advances                                                  2,750            2,748             7,250             7,209
</TABLE>

The deferred income amounts arising from unrecognized financial instruments
are not significant. Also, these financial instruments have contractual
interest rates at or above current market rates. Therefore, no market value
disclosure is provided for these items.



NOTE 17  COMMITMENTS AND CONTINGENCIES

The Company and its subsidiary are from time to time parties to various legal
actions arising in the normal course of business. Management believes that
there is no proceeding threatened or pending against the Company or its
subsidiary which, if determined adversely, would have a material adverse
effect on the financial condition or results of operations of the Company.

                                  (Continued)

                                     F-33
<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 18           PARENT COMPANY CONDENSED FINANCIAL STATEMENTS

The following condensed statements of financial condition as of December 31,
2000 and 1999, and the related statements of operations and cash flows for the
years then ended for the Company should be read in conjunction with the
consolidated financial statements and notes thereto.

                        STATEMENTS OF FINANCIAL CONDITION


<TABLE>
<CAPTION>

                                                                                                   December 31
                                                                                    -----------------------------------------
                                                                                            2000                 1999
                                                                                    --------------------  -------------------
<S>                                                                                 <C>                   <C>
Assets:
   Cash and cash equivalents                                                        $            26,631   $            73,967
   Investment in the Bank                                                                    13,460,193            11,301,691
   Other assets                                                                                   5,957                 2,472
                                                                                    --------------------  -------------------

       Total assets                                                                 $        13,492,781   $        11,378,130
                                                                                    ====================  ===================

Liabilities:
   Accounts payable and accrued expenses                                            $           466,733   $            64,698
   Employee Stock Ownership Plan - Note Payable                                               1,289,739                    --
                                                                                    -------------------   --------------------

       Total liabilities                                                                      1,756,472                64,698
                                                                                    --------------------  -------------------

Stockholders' equity:
   Common stock                                                                                  14,891                12,440
   Capital in excess of par value                                                            11,054,201             9,659,555
   Retained earnings                                                                          2,165,273             1,754,815
   Accumulated other comprehensive loss, net                                                    (44,684)              (73,368)
                                                                                    --------------------  -------------------
                                                                                             13,189,681            11,353,442
   Unallocated Employee Stock Ownership Plan shares                                          (1,289,739)                   --
   Treasury stock, at cost                                                                     (163,633)              (40,010)
                                                                                    --------------------  -------------------
       Total stockholders' equity                                                            11,736,309            11,313,432
                                                                                    --------------------  -------------------

       Total liabilities and stockholders' equity                                   $        13,492,781   $        11,378,130
                                                                                    ====================  ===================


</TABLE>







                                (Continued)

                                    F-34

<PAGE>

                   ACCESS ANYTIME BANCORP, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (CONTINUED)


NOTE 18           PARENT COMPANY CONDENSED FINANCIAL STATEMENTS (CONTINUED)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                   ---------------------------------------------------------
                                                                                    Years ended December 31
                                                                   ---------------------------------------------------------
                                                                         2000               1999                 1998
                                                                   -----------------  ------------------  ------------------
<S>                                                                <C>                <C>                 <C>
Equity in income of the Bank                                       $       779,818    $     1,691,987     $       891,317
Salaries and employee benefits                                            (213,111)          (112,767)            (98,842)
Other expense                                                             (156,249)          (181,006)           (145,341)
Income tax benefit                                                              --                 --             112,984
                                                                   -----------------  ------------------  ------------------

       Net income                                                  $       410,458    $     1,398,214     $       760,118
                                                                   =================  ==================  ==================

                            STATEMENTS OF CASH FLOWS

Cash flows from operating activities:
   Net income                                                      $       410,458    $     1,398,214     $       760,118
   Adjustments to reconcile net income to cash
     used by operating activities:
       Equity in income of the Bank                                       (779,818)        (1,691,987)           (891,317)
       Deferred income taxes                                                    --            126,354            (112,984)
       Non-cash ESOP compensation expense                                   69,470                 --                  --
       Amortization of organizational costs                                     --            115,162              41,877
       Common stock rights issued in lieu of
         directors compensation                                             20,150             18,500              18,000
       Increase in other assets                                             (3,485)            (2,217)                (85)
       Increase in accounts payable and
         accrued expenses                                                  151,317             39,204               6,709
                                                                   -----------------  ------------------  ------------------

       Net cash provided by (used in) operating activities                (131,908)             3,230            (177,682)
                                                                   -----------------  ------------------  ------------------

Cash flows from investing activities:
   Capital contribution to the Bank                                     (1,350,000)                --                  --
   Dividend from the Bank                                                       --                 --              98,956
                                                                   -----------------  ------------------  ------------------

       Net cash provided by (used in) investing activities              (1,350,000)                --              98,956
                                                                   -----------------  ------------------  ------------------

Cash flows from financing activities:
   Increase in payable to Bank                                              50,718                 --                  --
   Borrowed funds on ESOP purchase                                       1,350,000                 --                  --
   Purchase of treasury stock                                             (123,623)           (32,786)             (7,224)
   Net proceeds from issuance of common stock                               17,738             37,124             108,793
   Net increase in other borrowed funds                                    200,000                 --                  --
   Repayment of debt                                                       (60,261)                --                  --
   Cash dividend                                                                --            (61,844)                 --
                                                                   -----------------  ------------------  ------------------

       Net cash provided by (used in) financing activities               1,434,572            (57,506)            101,569
                                                                   -----------------  ------------------  ------------------

Increase (decrease) in cash and cash equivalents                           (47,336)           (54,276)             22,843
Cash and cash equivalents at beginning of period                            73,967            128,243             105,400
                                                                   -----------------  ------------------  ------------------

Cash and cash equivalents at end of period                         $        26,631    $        73,967     $       128,243
                                                                   =================  ==================  ==================

</TABLE>


                                    F-35

<PAGE>

                            GLOSSARY OF CERTAIN TERMS



The following are definitions of certain terms used in this report on Form
10-KSB.


<TABLE>

<S>                                                                        <C>
ARM.............................................................           Adjustable Rate Mortgage
ATM.............................................................           Automatic Teller Machines
BIF.............................................................           Bank Insurance Fund
CAMELS..........................................................           Capital Adequacy, Asset Quality,
                                                                           Management/Administration, Earnings,
                                                                           Liquidity-Asset/Liability Management, Sensitivity
CD..............................................................           Certificate of Deposit
CRA.............................................................           Community Reinvestment Act
DOT.............................................................           Department of Treasury
FASB............................................................           Financial Accounting Standard Board
FDIC............................................................           Federal Deposit Insurance Corporation
FFIEC...........................................................           Federal Financial Institution Examination
                                                                             Council
FHA.............................................................           Federal Housing Administration
FHLB............................................................           Federal Home Loan Bank
FHLBB...........................................................           Federal Home Loan Bank Board
FHLMC...........................................................           Federal Home Loan Mortgage Corporation
FNMA............................................................           Federal National Mortgage Association
FRB.............................................................           Federal Reserve Bank
GAAP............................................................           Generally Accepted Accounting Principles
GNMA............................................................           Government National Mortgage Association
HOLA............................................................           Home Owners' Loan Act
IRR.............................................................           Interest Rate Risk
NOW.............................................................           Negotiable Order of Withdrawal
NPV.............................................................           Net Present Value
OCC.............................................................           Office of The Comptroller of The Currency
OTS.............................................................           Office of Thrift Supervision
QTL.............................................................           Qualified Thrift Lender
SAIF............................................................           Savings Association Insurance Fund
SBA.............................................................           Small Business Administration
SEC.............................................................           Securities and Exchange Commission
VA..............................................................           Veterans Administration


</TABLE>


                                               G-1

<PAGE>

                                INDEX OF EXHIBITS


<TABLE>
<CAPTION>

    EXHIBIT NO.                                                    DESCRIPTION
----------------------  ----------------------------------------------------------------------------------------------------------
<S>                     <C>
      **2.0             Branch Purchase and Deposit Assumption Agreement dated June 18, 1999 between Bank of Albuquerque,
                        National Association, and FirstBank, a federal savings bank (incorporated by reference from the
                        Company's Form 8-K filed November 19, 1999)

      **2.1             Letter amendment, dated September 30, 1999, to Branch Purchase and Deposit Assumption Agreement dated
                        June 18, 1999 between Bank of Albuquerque, National Association, and FirstBank, a federal savings bank
                        (incorporated by reference from the Company's Form 8-K filed November 19, 1999)

      **3.1             Certificate of Amendment of Certificate of Incorporation and Certificate of Incorporation of the Company
                        (incorporated by reference from the Company's Quarterly Report on Form 10-QSB for the quarter ended June
                        30, 1997, SEC File No. 0-28894)

      **3.2             Amended Bylaws of the Company (incorporated by reference from the Company's Registration Statement on
                        Form S-8, filed June 2,1997, SEC File No. 333-28215)

     **10.1             Agreement and Plan of Reorganization and Plan of Merger (incorporated by reference from the Company's
                        Registration Statement on Form 8-A, filed October 11, 1996, SEC File No. 001-12309)

      *10.3             Profit Sharing and Employee Stock Ownership Plan of FirstBank

     **10.4             Agreement for Standby Letter of Credit Advances/Confirmation, Collateral Pledge and Security Agreement
                        with FHLB of Dallas (incorporated by reference from the Company's Registration Statement on Form 8-A,
                        filed October 11, 1996, SEC File No. 001-12309)

 **/***10.6             Employment Agreement with Kenneth J. Huey, Jr. (incorporated by reference from the Company's
                        Registration Statement on Form 8-A, filed October 11, 1996, SEC File No. 001-12309)

 **/***10.6.1           Extension of Employment Agreement with Kenneth J. Huey, Jr. dated November 20, 1997 (incorporated
                        by reference from the Company's September 30, 1999 10-QSB)

 **/***10.6.2           Extension of Employment Agreement with Kenneth J. Huey, Jr. dated July 29, 1999 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.7             Employment Agreement with Norman R. Corzine (incorporated by reference from the Company's 1996
                        10-KSB)

 **/***10.7.1           Extension of Employment Agreement with Norman R. Corzine dated November 20, 1997 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.7.2           Extension of Employment Agreement with Norman R. Corzine dated July 29, 1999 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.10            Non-Employee Director Retainer Plan (incorporated by reference from the Company's Registration Statement
                        on Form S-8, filed June 2, 1997, SEC File No. 333-28217)

 **/***10.11            1997 Stock Option and Incentive Plan (incorporated by reference from the Company's Registration Statement
                        on Form S-8, filed June 2, 1997, SEC File No. 333-28215)

 **/***10.12            Nonqualified 401(K) Rabbi Trust for an Executive Savings Plan dated June 1, 1998 (incorporated by
                        reference from the Company's September 30, 1999 10-QSB)

 **/***10.12.1          Amendment Number One to Nonqualified 401(K) Rabbi Trust for an Executive Savings Plan dated June 1, 1998
                        (incorporated by reference from the Company's September 30, 1999 10-QSB)

      *16.1             Letter from the certifying accountants required by Regulation S-B, Item 304(a)(3)

      *21               Subsidiaries of the Small Business Issuer

      *23               Consent of Independent Accountants

      * Filed herewith
     ** Previously filed
    *** Designates each management contract or compensatory plan or arrangement
        required to be identified pursuant to Item 13(a) of Form 10-KSB.

</TABLE>