**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

** **

**Form 10-QSB**

** **

| ý |   | **QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR  THE QUARTERLY PERIOD ENDED JUNE 30, 2003**                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                          |
|  ̈ |   | **TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT FOR THE  TRANSITION PERIOD FROM                    TO                    ** |

 

**CommissionFile Number 0-28894**

** **

**Access Anytime Bancorp, Inc.**

(Name of smallbusiness issuer in its charter)

 

| **DELAWARE**                                                                       |   | **85-0444597**                        |
|------------------------------------------------------------------------------------|--------|---------------------------------------|
| (State or other  jurisdiction of   incorporation or organization)                  |   | (I.R.S. Employer  Identification No.) |
|                                                                               |   |                                  |
| **5210 Eubank, NE, Albuquerque, New  Mexico** **87111**                       |
| (Address of  principal executive offices)      (Zip Code) |
|                                                                               |   |                                  |
| Issuer’s  telephone number, including area code:   **(505)  299-0900**   |

** **

| 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 requiredto be filed by Section 13 or 15(d) of the Exchange Act during the past 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

 

Yes ý           No o

 

1,354,781 Sharesof Capital Stock $.01 par value

Outstanding as ofJuly 31, 2003

 

 

Transitional SmallBusiness Disclosure Format (check one):  Yes o     No ý

 

 

----

 

**TABLE OF CONTENTS**

 
| **PART I – FINANCIAL INFORMATION**                                          |
|----------------------------------------------------------------------------------|
|                                                                             |
| Item 1 – Financial  Statements                                              |
|                                                                             |
| Consolidated  Statements of Financial Condition  (Unaudited as of June 30, 2003) |
|                                                                             |
| Unaudited  Consolidated Statements of Operations                                 |
|                                                                             |
| Unaudited  Consolidated Statement of Stockholders’ Equity                   |
|                                                                             |
| Unaudited  Consolidated Statements of Cash Flows                                 |
|                                                                             |
| Notes  to Consolidated Financial Statements (Unaudited)                          |
|                                                                             |
| Item  2 – Management’s Discussion and Analysis or Plan of Operation    |
|                                                                             |
| Item 3 – Controls  and Procedures                                           |
|                                                                             |
| **PART II – OTHER  INFORMATION**                                            |
|                                                                             |
| Item 1 – Legal Proceedings                                                  |
|                                                                             |
| Item 2 – Changes in  Securities                                             |
|                                                                             |
| Item 3 –  Defaults Upon Senior Securities                                   |
|                                                                             |
| Item  4 – Submission of Matters to a Vote of Security Holders               |
|                                                                             |
| Item 5 – Other Information                                                  |
|                                                                             |
| Item 6 –  Exhibits and Reports on Form 8-K                                  |
|                                                                             |
| **SIGNATURES**                                                                   |

 

2

----

 

**PART I – FINANCIAL INFORMATION**

# ** **

# **Item 1 – FinancialStatements**

The followingunaudited consolidated financial statements include all adjustments, which inthe opinion of management, are necessary in order to make such financialstatements not misleading.

 

# **ACCESSANYTIME BANCORP, INC. AND SUBSIDIARY**

# **ConsolidatedStatements of Financial Condition**

# ** **

|                                                                                                                                                                                |   | **Unaudited**       |        |                   |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------------------|-------------|------------------------|--------|
|                                                                                                                                                                                |   | **June 30,   2003** |        | **December 31,  2002** |   |
| ASSETS                                                                                                                                                                              |   |                |        |                   |   |
|                                                                                                                                                                                |   |                |        |                   |   |
| Cash and cash equivalents                                                                                                                                                           |   | $                   | 20,720,415  |                   | $      | 12,342,444 |   |
| Certificates of deposit                                                                                                                                                             |   | 5,383,000           |        | 5,993,000              |   |
| Securities available-for-sale (amortized cost of  $5,110,229 and $6,515,011)                                                                                                        |   | 5,286,106           |        | 6,665,338              |   |
| Securities held-to-maturity (aggregate fair value of  $1,588,180  and  $1,879,898)                                                                                             |   | 1,541,665           |        | 1,862,474              |   |
| Loans held-for-sale (aggregate fair value of  $14,179,630 and $6,688,146)                                                                                                           |   | 13,884,568          |        | 6,553,116              |   |
| Loans receivable, net                                                                                                                                                               |   | 150,545,667         |        | 149,856,081            |   |
| Interest receivable, loans                                                                                                                                                          |   | 682,440             |        | 771,189                |   |
| Interest receivable, securities                                                                                                                                                     |   | 71,125              |        | 102,198                |   |
| Real estate owned                                                                                                                                                                   |   | 293,743             |        | 647,917                |   |
| Federal Home Loan Bank stock                                                                                                                                                        |   | 1,025,700           |        | 1,013,200              |   |
| Premises and equipment, net                                                                                                                                                         |   | 3,647,705           |        | 3,654,169              |   |
| Unidentifiable intangible asset, net of accumulated  amortization of $533,274 and $460,444                                                                                          |   | 1,650,814           |        | 1,723,644              |   |
| Deferred tax asset                                                                                                                                                                  |   | 38,934              |        | 361,368                |   |
| Other assets                                                                                                                                                                        |   | 698,512             |        | 553,997                |   |
|                                                                                                                                                                                |   |                |        |                   |   |
| Total assets                                                                                                                                                                        |   | $                   | 205,470,394 |                   | $      | 192,100,135 |   |
|                                                                                                                                                                                |   |                |        |                   |   |
| LIABILITIES AND  STOCKHOLDERS’ EQUITY                                                                                                                                          |   |                |        |                   |   |
|                                                                                                                                                                                |   |                |        |                   |   |
| Liabilities:                                                                                                                                                                        |   |                |        |                   |   |
| Deposits                                                                                                                                                                            |   | $                   | 164,006,536 |                   | $      | 159,197,158 |   |
| Federal Home Loan Bank advances                                                                                                                                                     |   | 16,548,105          |        | 8,267,321              |   |
| Accrued interest and other liabilities                                                                                                                                              |   | 1,794,842           |        | 1,384,196              |   |
| Advanced payments by borrowers for taxes and  insurance                                                                                                                             |   | 398,178             |        | 434,247                |   |
| Trust Preferred Securities –  Notes Payable                                                                                                                                    |   | 8,000,000           |        | 8,000,000              |   |
| Total liabilities                                                                                                                                                                   |   | 190,747,661         |        | 177,282,922            |   |
|                                                                                                                                                                                |   |                |        |                   |   |
| 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; 1,509,678 and 1,508,012 shares issued;  1,211,569 and 1,302,161 shares outstanding in 2003 and 2002,  respectively |   | 15,097              |        | 15,080                 |   |
| Capital in excess of par value                                                                                                                                                      |   | 11,495,226          |        | 11,378,222             |   |
| Retained earnings                                                                                                                                                                   |   | 5,275,520           |        | 4,547,359              |   |
| Accumulated other comprehensive income, net of tax  expense of $70,351 and $60,131                                                                                                  |   | 105,526             |        | 90,197                 |   |
|                                                                                                                                                                                |   | 16,891,369          |        | 16,030,858             |   |
| Unallocated Employee Stock Ownership Plan shares;  144,000 and 160,000 shares outstanding                                                                                           |   | (780,000            | )           | (870,000               | )      |
| Treasury stock, at cost; 154,109 and 45,851 shares                                                                                                                                  |   | (1,388,636          | )           | (343,645               | )      |
| Total stockholders’ equity                                                                                                                                                     |   | 14,722,733          |        | 14,817,213             |   |
| Total liabilities and stockholders’ equity                                                                                                                                     |   | $                   | 205,470,394 |                   | $      | 192,100,135 |   |

 

The accompanyingnotes are an integral part of these unaudited consolidated financialstatements.

 

3

----

 

 

**ACCESSANYTIME BANCORP, INC. AND SUBSIDIARY**

**UnauditedConsolidated Statements of Operations**

 
|                                                          |   | **Three  Month Periods Ended   June 30,** |      | **Six Month  Periods Ended   June 30,** |   |
|---------------------------------------------------------------|--------|-------------------------------------------|-----------|-----------------------------------------|--------|
|                                                          |   | **2003**                                  |      | **2002**                                |   | **2003** |   | **2002** |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Interest income:                                              |   |                                      |      |                                    |   |   |   |   |   |
| Loans receivable                                              |   | $                                         | 2,673,288 |                                    | $      | 2,705,461 |   | $ | 5,375,445 |   | $ | 5,427,438 |   |
| Equity securities                                             |   | 36,757                                    |      | 48,505                                  |   | 76,034 |   | 90,569 |   |
| Mortgage-backed securities                                    |   | 63,028                                    |      | 135,569                                 |   | 138,938 |   | 284,180 |   |
| Other interest income                                         |   | 83,085                                    |      | 57,641                                  |   | 150,478 |   | 104,938 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Total interest income                                         |   | 2,856,158                                 |      | 2,947,176                               |   | 5,740,895 |   | 5,907,125 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Interest expense:                                             |   |                                      |      |                                    |   |   |   |   |   |
| Deposits                                                      |   | 840,622                                   |      | 1,097,893                               |   | 1,706,636 |   | 2,188,667 |   |
| Federal Home Loan Bank advances                               |   | 106,500                                   |      | 76,320                                  |   | 199,236 |   | 178,214 |   |
| Other borrowings                                              |   | 165,655                                   |      | 123,841                                 |   | 325,384 |   | 243,049 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Total interest expense                                        |   | 1,112,777                                 |      | 1,298,054                               |   | 2,231,256 |   | 2,609,930 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Net interest income before provision for loan losses          |   | 1,743,381                                 |      | 1,649,122                               |   | 3,509,639 |   | 3,297,195 |   |
| Provision for loan losses                                     |   | 213,000                                   |      | 212,000                                 |   | 355,000 |   | 380,000 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Net interest income after provision for loan losses           |   | 1,530,381                                 |      | 1,437,122                               |   | 3,154,639 |   | 2,917,195 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Noninterest income:                                           |   |                                      |      |                                    |   |   |   |   |   |
| Loan servicing and other fees                                 |   | 219,308                                   |      | 158,043                                 |   | 362,041 |   | 251,520 |   |
| Net realized gains on sales of available-for-sale  securities |   | 8,995                                     |      | —                                  |   | 8,995 |   | — |   |
| Gains on sales of mortgage loans held-for-sale                |   | 610,727                                   |      | 41,565                                  |   | 1,008,865 |   | 96,801 |   |
| Other income                                                  |   | 267,530                                   |      | 255,223                                 |   | 512,950 |   | 483,480 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Total noninterest income                                      |   | 1,106,560                                 |      | 454,831                                 |   | 1,892,851 |   | 831,801 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Noninterest expense:                                          |   |                                      |      |                                    |   |   |   |   |   |
| Salaries and employee benefits                                |   | 1,045,435                                 |      | 832,615                                 |   | 2,098,691 |   | 1,630,741 |   |
| Occupancy expense                                             |   | 211,984                                   |      | 215,768                                 |   | 441,097 |   | 393,039 |   |
| Deposit insurance premium                                     |   | 19,685                                    |      | 29,473                                  |   | 39,661 |   | 58,856 |   |
| Advertising                                                   |   | 24,104                                    |      | 25,582                                  |   | 48,410 |   | 42,148 |   |
| Professional fees                                             |   | 144,923                                   |      | 86,556                                  |   | 227,687 |   | 177,365 |   |
| Other expense                                                 |   | 451,388                                   |      | 445,833                                 |   | 980,454 |   | 773,699 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Total noninterest expense                                     |   | 1,897,519                                 |      | 1,635,827                               |   | 3,836,000 |   | 3,075,848 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Income before income taxes                                    |   | 739,422                                   |      | 256,126                                 |   | 1,211,490 |   | 673,148 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Income tax expense                                            |   | 278,482                                   |      | 112,705                                 |   | 483,329 |   | 271,173 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Net income                                                    |   | $                                         | 460,940   |                                    | $      | 143,421 |   | $ | 728,161 |   | $ | 401,975 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Earnings per common share-basic                               |   | $                                         | .37       |                                    | $      | .11 |   | $ | .58 |   | $ | .31 |   |
|                                                          |   |                                      |      |                                    |   |   |   |   |   |
| Earnings per common share-assuming dilution                   |   | $                                         | .35       |                                    | $      | .10 |   | $ | .54 |   | $ | .30 |   |

 

The accompanyingnotes are an integral part of these unaudited consolidated financialstatements.

 

4

----

 

 

# **ACCESSANYTIME BANCORP, INC. AND SUBSIDIARY**

### **UnauditedConsolidated Statement of Stockholders’ Equity**

 
|                                                                                       |                | **Comprehensive  Income** |                  |      |       |   |   | **Capital in  Excess  of Par  Value** |   | **Retained  Earnings** |    | **Accumulated  Other Comprehensive  Income,  Net** |      | **Unallocated  ESOP Shares** |   |    |   |       |     | **Total**  |    |
|--------------------------------------------------------------------------------------------|---------------------|---------------------------|-----------------------|-----------|------------|--------|--------|---------------------------------------|--------|------------------------|---------|----------------------------------------------------|-----------|------------------------------|--------|---------|--------|------------|----------|------------|---------|
| **Common Stock**                                                                           | **Treasury  Stock** |                      |
| **Number  of shares**                                                                      |                | **Amount**                | **Number  Of Shares** |      | **Amount** |   |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Balance  at December 31, 2002                                                              |                |                      |                  | 1,508,012 |       | $      | 15,080 |                                  | $      | 11,378,222             |    | $                                                  | 4,547,359 |                         | $      | 90,197  |   | $          | (870,000 | )          | 45,851  |   | $ | (343,645 | ) | $ | 14,817,213 |   |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Net income                                                                                 |                | $                         | 728,161               |      | —     |   | — |                                  | — |                   | 728,161 |                                               |      |                         |   |    |   |       |     |       | 728,161 |   |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Net change in unrealized  appreciation  on available-for-sale  securities, net of tax |                | 15,329                    |                  |      |       |   |   | —                                |   | —                 |    | 15,329                                             |      | —                       |   | —  |   | —     |     | 15,329     |    |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Total comprehensive income                                                                 |                | $                         | 743,490               |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |   |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Common shares issued                                                                       |                |                      |                  | 1,666     |       | 17     |   | 11,004                                |   |                   |    |                                               |      |                         |   |    |   |       |     | 11,021     |    |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Common stock rights awarded  in lieu of directors’ cash compensation                  |                |                      |                  |      |       |   |   | 44,000                                |   | —                 |    | —                                             |      | —                       |   | —  |   | —     |     | 44,000     |    |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Purchases of treasury stock                                                                |                |                      |                  | —    |       |   |   |                                  |   |                   |    |                                               |      |                         |   | 108,258 |   | (1,044,991 | )        | (1,044,991 | )       |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| ESOP shares allocated                                                                      |                |                      |                  | —    |       | — |   | 62,000                                |   | —                 |    | —                                             |      | 90,000                       |   | —  |   | —     |     | 152,000    |    |
|                                                                                       |                |                      |                  |      |       |   |   |                                  |   |                   |    |                                               |      |                         |   |    |   |       |     |       |    |
| Balance at June 30, 2003                                                                   |                |                      |                  | 1,509,678 |       | $      | 15,097 |                                  | $      | 11,495,226             |    | $                                                  | 5,275,520 |                         | $      | 105,526 |   | $          | (780,000 | )     | 154,109 |   | $ | (1,388,636 | ) | $ | 14,722,733 |   |

 

 
|                                                                      |   | **Six Months  Ended  June 30, 2003** |   | **Year Ended  December 31, 2002** |   |
|---------------------------------------------------------------------------|--------|--------------------------------------|--------|-----------------------------------|--------|
|                                                                      |   |                                 |   |                              |   |
| Disclosure of  reclassification amounts:                                  |   |                                 |   |                              |   |
| Unrealized holding gains  arising during period                           |   | $                                    | 24,324 |                              | $      | 76,435 |   |
| Reclassification adjustment  for gains included in net income             |   | (8,995                               | )      | (58,115                           | )      |
| Net unrealized appreciation  on available-for-sale securities, net of tax |   | $                                    | 15,329 |                              | $      | 18,320 |   |

 

The accompanyingnotes are an integral part of these unaudited consolidated financialstatements.

 

5

----

 

**ACCESS ANYTIME BANCORP, INC. ANDSUBSIDIARY**

**UnauditedConsolidated Statements of Cash Flows**

 
|                                                                                |   | **Six Month  Periods Ended   June 30,** |      |
|-------------------------------------------------------------------------------------|--------|-----------------------------------------|-----------|
|                                                                                |   | **2003**                                |      | **2002** |   |
| Cash flows from operating activities:                                               |   |                                    |      |   |   |
| Net income                                                                          |   | $                                       | 728,161   |   | $ | 401,975 |   |
| Adjustments to reconcile net income to cash from  operating activities:             |   |                                    |      |   |   |
| Depreciation and amortization                                                       |   | 216,642                                 |      | 207,044 |   |
| Deferred income taxes                                                               |   | 322,434                                 |      | 216,106 |   |
| Provision for loan losses                                                           |   | 355,000                                 |      | 380,000 |   |
| Amortization of premiums on investment securities                                   |   | 21,107                                  |      | 18,245 |   |
| Amortization of loan premiums, discounts and  deferred fees, net                    |   | 155,577                                 |      | 78,071 |   |
| Non-cash ESOP contribution                                                          |   | 152,000                                 |      | 131,199 |   |
| Net realized gains on sales of available-for-sale  securities                       |   | (8,995                                  | )         | — |   |
| Gains on sales of mortgage loans held-for-sale                                      |   | (1,008,865                              | )         | (96,801 | ) |
| Proceeds from sales of mortgage loans held-for-sale                                 |   | 53,982,668                              |      | 5,205,885 |   |
| Originations of mortgage loans held-for-sale                                        |   | (60,305,255                             | )         | (5,445,882 | ) |
| Common stock rights awarded in lieu of directors  compensation                      |   | 44,000                                  |      | 27,200 |   |
| Loss (gain) on sale of foreclosed real estate                                       |   | 27,228                                  |      | (49,626 | ) |
| Gain on disposition of assets                                                       |   | (1,877                                  | )         | — |   |
| Net increase in accrued interest receivable and  other assets                       |   | (11,483                                 | )         | (170,944 | ) |
| Increase in accrued interest and other liabilities                                  |   | 410,646                                 |      | 96,466 |   |
|                                                                                |   |                                    |      |   |   |
| Net cash from operating activities                                                  |   | (4,921,012                              | )         | 998,938 |   |
|                                                                                |   |                                    |      |   |   |
| Cash flows from investing activities:                                               |   |                                    |      |   |   |
| Purchases of available-for-sale securities                                          |   | —                                  |      | (800,000 | ) |
| Proceeds from maturities and principal repayments of  available-for-sale securities |   | 1,268,408                               |      | 1,393,764 |   |
| Proceeds from sales of available-for-sale securities                                |   | 108,995                                 |      | — |   |
| Proceeds from maturities and principal repayments of  held-to-maturity securities   |   | 310,526                                 |      | 103,105 |   |
| Net decrease (increase) in certificates of deposit                                  |   | 610,000                                 |      | (3,197,000 | ) |
| Net increase in loans                                                               |   | (1,200,163                              | )         | (9,812,824 | ) |
| Proceeds from sales of foreclosed real estate                                       |   | 391,272                                 |      | 452,911 |   |
| Purchases of premises and equipment                                                 |   | (210,178                                | )         | (221,362 | ) |
|                                                                                |   |                                    |      |   |   |
| Net cash from investing activities                                                  |   | 1,278,860                               |      | (12,081,406 | ) |
|                                                                                |   |                                    |      |   |   |
| Cash flows from financing activities:                                               |   |                                    |      |   |   |
| Net increase in deposits                                                            |   | 4,809,378                               |      | 11,199,155 |   |
| Net increase (decrease) in Federal Home Loan Bank  advances                         |   | 8,280,784                               |      | (1,000,000 | ) |
| Net (decrease) increase in advance payments by  borrowers for taxes and insurance   |   | (36,069                                 | )         | 59,862 |   |
| Repayment of employee stock ownership plan-note  payable                            |   | —                                  |      | (92,832 | ) |
| Issuance of trust preferred security-note payable                                   |   | —                                  |      | 4,000,000 |   |
| Purchase of treasury stock                                                          |   | (1,044,991                              | )         | (24,400 | ) |
| Proceeds from issuance of common stock                                              |   | 11,021                                  |      | 74,855 |   |
|                                                                                |   |                                    |      |   |   |
| Net cash from financing activities                                                  |   | 12,020,123                              |      | 14,216,640 |   |
|                                                                                |   |                                    |      |   |   |
| Increase in cash and cash equivalents                                               |   | 8,377,971                               |      | 3,134,172 |   |
| Cash and cash equivalents at beginning of period                                    |   | 12,342,444                              |      | 10,611,093 |   |
|                                                                                |   |                                    |      |   |   |
| Cash and cash equivalents at end of six-months  period ended June 30                |   | 20,720,415                              |      | 13,745,265 |   |
|                                                                                |   |                                    |      |   |   |
| Supplemental disclosures of cash flow information:                                  |   |                                    |      |   |   |
| Cash paid during the period for:                                                    |   |                                    |      |   |   |
| Interest                                                                            |   | $                                       | 2,239,877 |   | $ | 2,694,711 |   |
| Income taxes                                                                        |   | 150                                     |      | 26,750 |   |
| Supplemental disclosure of non-cash investing and  financing activities:            |   |                                    |      |   |   |
| Real estate acquired in settlement of loans                                         |   | 246,115                                 |      | 239,689 |   |

 

The accompanyingnotes are an integral part of these unaudited consolidated financialstatements.

 

6

----

 

**ACCESS ANYTIME BANCORP, INC. ANDSUBSIDIARY**

**NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Unaudited)**

 

**NOTE1        Basis of Consolidation andPresentation **

 

Access AnytimeBancorp, Inc. (the “Company”) is a thrift holding company for its wholly ownedsubsidiary FirstBank (the “Bank”) and the Bank’s wholly owned subsidiary, FirstEquity Development Corporation (“FEDCO”). The consolidated financial statements include the accounts andtransactions of the Company, Bank and FEDCO. All significant intercompany accounts and transactions have beeneliminated in consolidation.

 

The unauditedinterim financial statements have been prepared by management of the Company,without audit.  Certain information andfootnote disclosures normally included in consolidated financial statementsprepared in accordance with accounting principles generally accepted in theUnited States of America have been omitted pursuant to such rules andregulations, although management believes that the disclosures included hereinare adequate to make the information presented not misleading.  In the opinion of management, alladjustments (consisting of only normal recurring accruals) considered necessaryfor a fair presentation of the information have been included.  The December 31, 2002 consolidated statementof financial condition, as presented herein, was derived from audited financialstatements, but does not include all disclosures required by accountingprinciples generally accepted in the United States of America and should beread in conjunction with the audited consolidated financial statements of theCompany for the year ended December 31, 2002 included in the Company’s AnnualReport on 10-KSB.   

 

**NOTE 2        Summary of Significant Accounting Policies **

 

***Impact of New Accounting Standards***– In November 2002, the FASB issuedInterpretation No. 45 (“Interpretation 45”), *Guarantor’s Accounting and DisclosureRequirements for Guarantees, Including Indirect Guarantees of Indebtedness toOthers, an interpretation of FASB Statements No. 5, 57, and 107 and rescissionof FASB Interpretation No. 34.* This interpretation elaborates on the disclosures to be made by aguarantor in its interim and annual consolidated financial statements about itsobligations under guarantees issued. Interpretation 45 also clarifies that a guarantor is required torecognize, at inception of a guarantee, a liability for the fair value of theobligation undertaken.  The Companyadopted the provisions of Interpretation 45 as of January 1, 2003, and thisadoption had no impact on the Company’s consolidated financial statements.

 

In December 2002, the FASB issued StatementNo. 148 (“Statement 148”), *Accounting for Stock-Based Compensation-Transitionand Disclosure-an amendment of FASB Statement No. 123.*  This statement amends Statement 123 toprovide alternative methods of transition to a voluntary change to the fairvalue based method of accounting for stock-based employee compensation.  In addition, Statement 148 amends thedisclosure requirements to require prominent disclosures in both annual andinterim financial statements about the method of accounting for stock-basedemployee compensation and the effect of the method used on reportedresults.  Statement 148 is effective forfiscal years ending after December 15, 2002, and for interim periods beginningafter December 15, 2002.  The Companyhas elected to continue to use the intrinsic value method of accounting underOpinion 25.

 

7

----

 

Statement 148 allows for the fair value based method under Statement123, *Accountingfor Stock-Based Compensation*, or the intrinsic value based methodunder APB Opinion No. 25 (“Opinion 25”), *Accounting for Stock Issued to Employees*.  Under the fair value based method ofaccounting, compensation cost is measured at the grant date based on the valueof the award and is recognized over the service period, which is generally thevesting period.  Under the intrinsicvalue method of accounting, compensation cost is the excess, if any, of thequoted market price of the stock at grant date or other measurement date overthe amount an employee must pay to acquire the stock.  

 

Had compensation cost for all grants of stock options and the directorretainer plan shares during 2003 and 2002 been determined based on the fairvalue at the date of grant, reported net income and earnings per share wouldhave been adjusted to the pro-forma amounts shown below: 

 
|                                                                                                                                          |   | **Three  Month Periods Ended   June 30,** |    | **Six Month  Periods Ended   June 30,** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|---------|-----------------------------------------|--------|
|                                                                                                                                          |   | **2003**                                  |    | **2002**                                |   | **2003** |   | **2002** |   |
|                                                                                                                                          |   |                                      |    |                                    |   |   |   |   |   |
| Net income, as reported                                                                                                                       |   | $                                         | 460,940 |                                    | $      | 143,421 |   | $ | 728,161 |   | $ | 401,975 |   |
| Add: Stock-based employee compensation expense  included in reported net income, net of related tax effects                                   |   | 4,043                                     |    | —                                  |   | 3,818 |   | — |   |
| Deduct: Total stock-based employee compensation  expense determined under fair value based method for all awards, net of  related tax effects |   | (137,051                                  | )       | (4,214                                  | )      | (141,852 | ) | (23,581 | ) |
|                                                                                                                                          |   |                                      |    |                                    |   |   |   |   |   |
| Pro forma net income                                                                                                                          |   | $                                         | 327,932 |                                    | $      | 139,207 |   | $ | 590,127 |   | $ | 378,394 |   |
|                                                                                                                                          |   |                                      |    |                                    |   |   |   |   |   |
| Earnings per share-basic                                                                                                                      |   |                                      |    |                                    |   |   |   |   |   |
| As reported                                                                                                                                   |   | $                                         | .37     |                                    | $      | .11 |   | $ | .58 |   | $ | .31 |   |
| Pro-forma                                                                                                                                     |   | $                                         | .27     |                                    | $      | .11 |   | $ | .47 |   | $ | .29 |   |
|                                                                                                                                          |   |                                      |    |                                    |   |   |   |   |   |
| Earnings per share-assuming dilution                                                                                                          |   |                                      |    |                                    |   |   |   |   |   |
| As reported                                                                                                                                   |   | $                                         | .35     |                                    | $      | .10 |   | $ | .54 |   | $ | .30 |   |
| Pro-forma                                                                                                                                     |   | $                                         | .25     |                                    | $      | .10 |   | $ | .44 |   | $ | .28 |   |

 

In May 2003, the FASB issued Statement No. 150 (“Statement 150”), *Accountingfor Certain Financial Instruments with Characteristics of both Liabilities andEquity.*  This statementimproves the accounting for certain financial instruments that, under previousguidance, issuers could account for as equity. In addition, Statement 150 requires that those instruments be classifiedas liabilities on the Company’s consolidated statements of financial condition.  The initial recognition and measurementprovisions of Statement 150 are applicable to financial instruments enteredinto or modified after May 31, 2003. Statement 150 is effective for fiscal years beginning after December 15,2003, and for interim periods beginning after June 15, 2003.  The adoption of Statement 150 did not havean impact on the Company’s consolidated financial statements.

 

8

----

 

**NOTE 3        SECURITIES**

 

Securities havebeen classified in the consolidated statements of financial condition accordingto management’s intent.  The carryingamount of securities and their approximate fair value follow: 

 
|                                |   | **Amortized  Cost** |      | **Gross  unrealized** |       | **Fair  Value** |   |
|-------------------------------------|--------|---------------------|-----------|-----------------------|------------|-----------------|--------|
|                                |   |                | **Gains** |                  | **Losses** |            |   |
|                                |   |                |      |                  |       |            |   |   |   |
| **Available-for-sale  securities:** |   |                |      |                  |       |            |   |   |   |
|                                |   |                |      |                  |       |            |   |   |   |
| June 30, 2003:                      |   |                |      |                  |       |            |   |   |   |
| Mortgage-backed securities:         |   |                |      |                  |       |            |   |   |   |
| GNMA adjustable rate                |   | $                   | 3,268,604 |                  | $          | 57,837          |   | $ | 63 |   | $ | 3,326,378 |   |
| GNMA fixed rate                     |   | 1,179,882           |      | 60,059                |       | —          |   | 1,239,941 |   |
| Equity securities:                  |   |                |      |                  |       |            |   |   |   |
| FNMA common stock                   |   | 6,858               |      | —                |       | 114             |   | 6,744 |   |
| Corporate bonds                     |   | 99,885              |      | 2,308                 |       | —          |   | 102,193 |   |
| Trust preferred securities          |   | 555,000             |      | 55,850                |       | —          |   | 610,850 |   |
|                                |   | $                   | 5,110,229 |                  | $          | 176,054         |   | $ | 177 |   | $ | 5,286,106 |   |
|                                |   |                |      |                  |       |            |   |   |   |
| December 31, 2002:                  |   |                |      |                  |       |            |   |   |   |
| Mortgage-backed securities:         |   |                |      |                  |       |            |   |   |   |
| GNMA adjustable rate                |   | $                   | 3,869,130 |                  | $          | 35,498          |   | $ | 3,216 |   | $ | 3,901,412 |   |
| GNMA fixed rate                     |   | 1,884,218           |      | 95,672                |       | —          |   | 1,979,890 |   |
| Equity securities:                  |   |                |      |                  |       |            |   |   |   |
| FNMA common stock                   |   | 6,858               |      | —                |       | 425             |   | 6,433 |   |
| Corporate bonds                     |   | 99,805              |      | 971                   |       | —          |   | 100,776 |   |
| Trust preferred securities          |   | 655,000             |      | 22,150                |       | 323             |   | 678,827 |   |
|                                |   | $                   | 6,515,011 |                  | $          | 154,291         |   | $ | 3,964 |   | $ | 6,665,338 |   |

 
|                              |   | **Amortized  Cost** |       | **Gross  unrealized** |       | **Fair  Value** |       |
|-----------------------------------|--------|---------------------|------------|-----------------------|------------|-----------------|------------|
|                              |   |                | **Gains**  |                  | **Losses** |            |       |
|                              |   |                |       |                  |       |            |       |   |   |
| **Held-to-maturity  securities:** |   |                |       |                  |       |            |       |   |   |
|                              |   |                |       |                  |       |            |       |   |   |
| June 30, 2003:                    |   |                |       |                  |       |            |       |   |   |
| Mortgage-backed securities:       |   |                |       |                  |       |            |       |   |   |
| FHLMC adjustable rate             |   | $                   | 350,753    |                  | $          | 6,832           |       | $ | — |   | $ | 357,585 |   |
| Corporate bonds                   |   | 890,912             |       | 13,583                |       | —          |       | 904,495 |   |
| Trust preferred securities        |   | 300,000             |       | 26,100                |       | —          |       | 326,100 |   |
|                              |   | $                   | 1,541,665  |                  | $          | 46,515          |       | $ | — |   | $ | 1,588,180 |   |
|                              |   |                | ** ** |                  | ** ** |            | ** ** |   | ** ** |
| December 31, 2002:                |   |                |       |                  |       |            |       |   |   |
| Mortgage-backed securities:       |   |                |       |                  |       |            |       |   |   |
| FHLMC adjustable rate             |   | $                   | 463,270    |                  | $          | 7,828           |       | $ | — |   | $ | 471,098 |   |
| Corporate bonds                   |   | 1,099,204           |       | 2,105                 |       | 2,737           |       | 1,098,572 |   |
| Trust preferred securities        |   | 300,000             |       | 10,228                |       | —          |       | 310,228 |   |
|                              |   | $                   | 1,862,474  |                  | $          | 20,161          |       | $ | 2,737 |   | $ | 1,879,898 |   |

 

9

----

 

**NOTE 4        LOANS HELD-FOR-SALE**  

 

The carryingamount of loans held-for-sale and their estimated fair value, as determined onan aggregate basis, follow: 

 
|              |   |                |       | **Gross  unrealized** |   |       |   |
|-------------------|--------|---------------------|------------|-----------------------|--------|------------|--------|
|              |   | **Amortized  cost** |       | **Gains**             |   | **Losses** |   | **Fair value** |   |
|              |   |                |       |                  |   |       |   |   |   |
| June 30, 2003     |   | $                   | 13,884,568 |                  | $      | 295,062    |   | $ | — |   | $ | 14,179,630 |   |
| December 31, 2002 |   | 6,553,116           |       | 135,030               |   | —     |   | 6,688,146 |   |
|                   |        |                     |            |                       |        |            |        |  |  |  |  |  |  |

 

**NOTE 5        LOANS RECEIVABLE**  

 

The components ofloans in the consolidated statements of financial condition were as follows: 

 
|                                              |   | **June 30,   2003** |        | **December  31,   2002** |   |
|---------------------------------------------------|--------|---------------------|-------------|--------------------------|--------|
|                                              |   |                |        |                     |   |
| First mortgage loans:                             |   |                |        |                     |   |
| Conventional                                      |   | $                   | 71,381,841  |                     | $      | 72,697,413 |   |
| FHA insured and VA guaranteed                     |   | 13,286,106          |        | 12,305,845               |   |
| Commercial real estate loans                      |   | 29,672,600          |        | 27,998,956               |   |
| Commercial loans, other than mortgage             |   | 9,204,886           |        | 9,559,696                |   |
| Consumer and installment loans                    |   | 22,684,954          |        | 23,096,720               |   |
| Construction loans                                |   | 2,397,936           |        | 1,590,619                |   |
| Other                                             |   | 5,166,518           |        | 5,225,768                |   |
|                                              |   |                |        |                     |   |
|                                              |   | 153,794,841         |        | 152,475,017              |   |
|                                              |   |                |        |                     |   |
| Less:                                             |   |                |        |                     |   |
| Loans in process                                  |   | 1,345,286           |        | 702,086                  |   |
| Unearned discounts, deferred loan fees, and other |   | 915,349             |        | 1,091,865                |   |
| Allowance for loan losses                         |   | 988,539             |        | 824,985                  |   |
|                                              |   |                |        |                     |   |
|                                              |   | $                   | 150,545,667 |                     | $      | 149,856,081 |   |

 

10

----

 

The allowance forloan losses is established by management of the Bank to incorporate asystematic methodology, which is applied quarterly, to determine the elementsof the allowance for loan losses and the resultant provisions for loan lossesit considers adequate to provide for anticipated loan losses.  This methodology includes the followingelements:

 

•                                         Asystematic loan grading system

•                                         Aperiodic review of the summary of the allowance for loan loss balance usinghistorical loss factors

•                                         Identificationof loans to be evaluated on an individual basis for impairment

•                                         Considerationof internal factors such as the Bank’s size, organizational structure, loanportfolio  structure, loanadministration procedures, past due and delinquency trends, and loss experience

•                                         Considerationof risks inherent in different kinds of lending

•                                         Considerationof external factors such as local, regional, and national economic factors

•                                         Anoverall evaluation of the quality of the underlying collateral, and holding anddisposition costs 

 

 

Specific reservesare provided for individual loans where ultimate collection is consideredquestionable by management after reviewing the current status of loans that arecontractually past due and considering the net realizable value of the securityand of the loan guarantees, if applicable. The following table is an analysis of changes in allowance for loanlosses: 

 
|                                            |   | **Six Months  Ended   June 30, 2003** |    | **Six Months  Ended   June 30, 2002** |   |
|-------------------------------------------------|--------|---------------------------------------|---------|---------------------------------------|--------|
|                                            |   |                                  |    |                                  |   |
| Balance at beginning of period                  |   | $                                     | 824,985 |                                  | $      | 744,987 |   |
|                                            |   |                                  |    |                                  |   |
| Loans charged-off                               |   | (236,584                              | )       | (310,773                              | )      |
| Recoveries                                      |   | 45,138                                |    | 22,174                                |   |
|                                            |   |                                  |    |                                  |   |
| Net loans charged-off                           |   | (191,446                              | )       | (288,599                              | )      |
| Provision for loan losses charged to operations |   | 355,000                               |    | 380,000                               |   |
|                                            |   |                                  |    |                                  |   |
| Balance at end of period                        |   | $                                     | 988,539 |                                  | $      | 836,388 |   |

 

An analysis of thechanges of loans to directors, executive officers, and major stockholders is asfollows:

 
|                                         |   | **Six Months  Ended   June 30, 2003** |      | **Year Ended    December 31, 2002** |   |
|----------------------------------------------|--------|---------------------------------------|-----------|-------------------------------------|--------|
|                                         |   |                                  |      |                                |   |
| Balance at beginning of period               |   | $                                     | 1,523,636 |                                | $      | 1,429,690 |   |
| Loans originated                             |   | 42,200                                |      | 648,100                             |   |
| Loan principal payments and other reductions |   | (311,934                              | )         | (554,154                            | )      |
|                                         |   |                                  |      |                                |   |
| Balance at end of period                     |   | $                                     | 1,253,902 |                                | $      | 1,523,636 |   |

 

11

----

 

**NOTE 6        NON-PERFORMING ASSETS**  

 

The composition ofthe Bank’s portfolio of non-performing assets is shown in the following table:

 
|                                           |   | **June 30,  2003** |      | **December  31, 2002** |   |
|------------------------------------------------|--------|--------------------|-----------|------------------------|--------|
|                                           |   |               |      |                   |   |
| Non-accruing loans*                            |   | $                  | 1,355,343 |                   | $      | 1,623,204 |   |
| Past due 90 days or more and still accruing    |   | —             |      | —                 |   |
| Troubled debt restructured                     |   | —             |      | —                 |   |
| Other real estate                              |   | 293,743            |      | 647,917                |   |
|                                           |   |               |      |                   |   |
|                                           |   | $                  | 1,649,086 |                   | $      | 2,271,121 |   |
|                                           |   |               |      |                   |   |
| Ratio of non-performing assets to total assets |   | 0.80               | %         | 1.18                   | %      |

 

----

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

 

**NOTE 7        EARNINGS PER SHARE**  

 

Basic earnings percommon share has been computed by dividing net income for the period by theweighted average number of common shares outstanding during the period.  Diluted earnings per common share has beencomputed by dividing net income for the period by the weighted average numberof common shares outstanding during the period adjusted for the assumedexercise of outstanding stock options and other contingently issuable shares ofcommon stock.  Net income for basic anddiluted earnings per share are the same, as there are no contingently issuableshares of stock whose issuance would have impacted net income.  

 

A reconciliationbetween basic and diluted weighted average common shares outstanding follows:

 
|                                                    |   | **Three  Months Ended  June 30,** |   | **Six Months  Ended  June 30,** |   |
|---------------------------------------------------------|--------|-----------------------------------|--------|---------------------------------|--------|
|                                                    |   | **2003**                          |   | **2002**                        |   | **2003** |   | **2002** |   |
|                                                    |   |                              |   |                            |   |   |   |   |   |
| Weighted average common Shares – Basic             |   | 1,230,936                         |   | 1,299,501                       |   | 1,262,395 |   | 1,293,488 |   |
|                                                    |   |                              |   |                            |   |   |   |   |   |
| Plus effect of dilutive Securities:                     |   |                              |   |                            |   |   |   |   |   |
| Stock Options                                           |   | 33,623                            |   | 30,055                          |   | 33,729 |   | 24,399 |   |
| Shares held by rabbi trust                              |   | 53,050                            |   | 36,469                          |   | 50,873 |   | 35,523 |   |
|                                                    |   |                              |   |                            |   |   |   |   |   |
| Weighted average common Shares – Assuming Dilution |   | 1,317,609                         |   | 1,366,025                       |   | 1,346,997 |   | 1,353,410 |   |

 

12

----

 

**NOTE 8        SUBSEQUENT EVENT**  

 

On July 21, 2003,First National Bank Holding Company (“First National Bank”) and the Companyannounced that they had entered into an Agreement and Plan of Merger (the“Merger Agreement”) pursuant to which the Company will merge with and intoFirst National Bank (the “Merger”). First National Bank is the parent companyof First National Bank of Arizona and First National Bank of Nevada, and AccessAnytime is the parent company of FirstBank. 

 

Under the terms ofthe Merger Agreement, the stockholders of the Company will receive $14.49 incash in exchange for each share of Company common stock. The purchase pricerepresents approximately a 42% premium over the $10.20 closing market price ofthe Company’s common stock on Monday, July 21, 2003. The transaction has atotal cash value on a fully diluted basis of approximately $22 million, inclusiveof amounts payable to holders of stock options and other rights to acquireCompany common stock.  

 

The transaction issubject to several conditions, including the satisfactory completion of duediligence by First National Bank on or before August 15, 2003, the receipt ofregulatory approvals and the approval of the stockholders of the Company.Certain stockholders of the Company, representing approximately 21% of theoutstanding shares of common stock of the Company, have entered into voting agreementspursuant to which they have agreed to vote their shares in favor of the Merger.The Merger is expected to close in the third quarter of 2003.    

 

13

----

 

**Item 2 – Management’s Discussion andAnalysis or Plan of Operation**  

 

**Thefollowing discussion should be read in conjunction with Access Anytime Bancorp,Inc.’s (“the Company”) 2002 Annual Report on Form 10-KSB.**

 

**General**  

 

The Company is aDelaware corporation which was organized in 1996 for the purpose of becomingthe thrift holding company of FirstBank (the “Bank”).  The Bank is a federally chartered stock savings bank conductingbusiness from eight banking locations in Albuquerque, Clovis, Gallup, andPortales, New Mexico.  The Bank has awholly owned subsidiary, FEDCO, which is currently inactive.  

 

The Bank isprincipally engaged in the business of attracting retail and commercialdeposits from the general public and investing those funds in first mortgageloans in owner occupied, single-family residential loans, residentialconstruction loans and commercial real estate loans.  In addition, the Bank originates consumer loans, including loansfor the purchase of automobiles and home improvement loans, and commercialbusiness loans including Small Business Administration loans.  

 

The mostsignificant outside factors influencing the operations of the Bank and otherfinancial institutions include general economic conditions, competition in thelocal market place and the related monetary****and fiscal policies of agencies thatregulate financial institutions.  Morespecifically, the cost of funds, primarily consisting of deposits, isinfluenced by interest rates on competing investments and general market ratesof interest.  Lending activities areinfluenced 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 beoffered and other factors affecting loan demand and funds availability.

 

**FinancialCondition**

 

Total assets forthe Company increased by $13,370,259 or 6.96%, from December 31, 2002 to June30, 2003.  The increase in assets wasprimarily due to an increase of approximately $8.4 million in cash and cashequivalents and $7.3 million in loans held-for-sale.  

 

Total liabilitiesincreased by $13,464,739 or 7.60% for the six-month period ended June 30,2003.  An increase of approximately $8.3million in Federal Home Loan Bank advances and $4.8 million in deposits werethe primary reasons for the increase in total liabilities.  The increase in Federal Home Loan Bankadvances and deposits provided the funds to increase the total assets of theCompany.

 

14

----

 

**CapitalAdequacy and Liquidity**

** **

**Capital Adequacy -**Underthe Financial Institutions Reform, Recovery and Enforcement Act of 1989(“FIRREA”) and the implementation of Office of Thrift Supervision (“OTS”)regulations on December 7, 1989 the Bank must have:  (1) Tier 1 or core capital equal to 3% of adjusted total assetsand (2) total capital equal to 8.0% of risk-weighted assets, which includesoff-balance sheet items.  

 

Under the FederalDeposit Insurance Corporation Improvement Act (“FDICIA”), to be deemed “wellcapitalized” the minimum ratios the Bank must have are: (1) Tier 1 or corecapital of 5% of adjusted total assets, (2) Tier 1 risk-based capital of 6% ofrisk-weighted assets, and (3) total risk-based capital of 10% of risk weightedassets.  The following table is areconciliation of the Bank’s capital for regulatory purposes at June 30, 2003as reported to the OTS.

 
|                                                               |   | **Tier 1-   Core   Capital** |        | **Tier 1-   Risk-based   Capital** |        | **Total   Risk-based   Capital** |   |
|--------------------------------------------------------------------|--------|------------------------------|-------------|------------------------------------|-------------|----------------------------------|--------|
|                                                               |   |                         |        |                               |        |                             |   |
| Total regulatory assets                                            |   | $                            | 203,110,548 |                               |        |                             |   |   |
| Net unrealized gain on available-for-sale  securities, net         |   | (140,028                     | )           |                               |        |                             |   |
| Less intangible assets disallowed for regulatory  purposes         |   | (1,650,814                   | )           |                               |        |                             |   |
|                                                               |   |                         |        |                               |        |                             |   |
| Adjusted regulatory total assets                                   |   | $                            | 201,319,706 |                               |        |                             |   |   |
|                                                               |   |                         |        |                               |        |                             |   |
| Risk-based assets                                                  |   |                         |        | $                                  | 136,035,000 |                             | $      | 136,035,000 |   |
|                                                               |   |                         |        |                               |        |                             |   |
| Stockholder’s equity                                          |   | $                            | 20,508,523  |                               | $           | 20,508,523                       |   | $ | 20,508,523 |   |
| Net unrealized appreciation on available-for-sale  securities, net |   | (84,017                      | )           | (84,017                            | )           | (84,017                          | )      |
| General valuation allowance                                        |   | —                       |        | —                             |        | 795,466                          |   |
| Less intangible assets disallowed for regulatory  purposes         |   | (1,650,814                   | )           | (1,650,814                         | )           | (1,650,814                       | )      |
|                                                               |   |                         |        |                               |        |                             |   |
| Regulatory capital                                                 |   | 18,773,692                   |        | 18,773,692                         |        | 19,569,158                       |   |
| Regulatory capital required to be “well capitalized”     |   | 10,065,985                   |        | 8,162,100                          |        | 13,603,500                       |   |
|                                                               |   |                         |        |                               |        |                             |   |
| Excess regulatory capital                                          |   | $                            | 8,707,707   |                               | $           | 10,611,592                       |   | $ | 5,965,658 |   |
|                                                               |   |                         |        |                               |        |                             |   |
| Bank’s capital to adjusted regulatory assets                  |   | 9.33                         | %           |                               |        |                             |   |
|                                                               |   |                         |        |                               |        |                             |   |
| Bank’s capital to risk-based assets                           |   |                         |        | 13.80                              | %           | 14.39                            | %      |

 

15

----

 

**Liquidity**

 

Liquidity enablesthe Bank to meet withdrawals of its deposits and the needs of its loancustomers.  The Bank maintains itsliquidity position through maintenance of cash resources and a core depositbase.  A further source is the Bank’sability to borrow funds.  The Bank is amember of the Federal Home Loan Bank (“FHLB”) which provides a source ofborrowings to the Bank for asset and asset/liability matching.  FHLB borrowings were $16.5 and $8.3 millionat June 30, 2003 and December 31, 2002, respectively.  

 

Liquidity risk results from the mismatching of assets and liabilitycash flows.  Management choosesasset/liability strategies that promote stable earnings and reliablefunding.  Interest rate risk and fundingpositions are kept within limits established by the Board of Directors of theBank to ensure that risk taking is not excessive and that liquidity is properlymanaged.  The Bank keeps a portion ofits interest-bearing assets in adjustable-rate products to reduce interest ratesensitivity.  Therefore, if ratesincrease the Bank can retain its deposits by increasing rates paid on deposits,while limiting the impact on the Bank’s net interest margin.  A concentrated effort is made to retaindeposits associated with an unidentifiable intangible asset.  The primary additional source of funding isprovided by FHLB borrowings available to the Bank, of $51.4 and $59.8million at June 30, 2003 and December 31, 2002, respectively.  

 

At June 30, 2003 and 2002, the Company had available lines of credittotaling $400,000 and $400,000 respectively, from other banks. Borrowingsoutstanding under these arrangements were $0 and $0 at June 30, 2003 and 2002,respectively.  The lines of credit bearmarket rates of interest and borrowings thereunder are to be used for generalCompany purposes.  

 

**Resultsof Operations **

 

**Three-MonthComparative Analysis for Periods June 30, 2003 and 2002 **

 

Net income for thethree-months ended June 30, 2003 was $460,940 or $.37 per basic share comparedto $143,421 or $.11 per basic share for the three-months ended June 30, 2002,an increase of $317,519 or 221.39%.  

 

*Net Interest Income.*  Net interest income before provision forloan losses increased by 5.72% to $1,743,381 in the three-month period endedJune 30, 2003, compared to $1,649,122 for the same period in 2002.  The increase in net interest income beforeprovision for loan losses was primarily due to a decrease in interest expenseof $185,277.  The decrease in totalinterest expense for the quarter ended June 30, 2003 was due to a decrease ininterest expense on deposits of $257,271, as compared to the same quarter in2002.  

 

*Provision for Loan Losses.*  The level of the allowance for loan lossesis based on such factors as the amount of non-performing assets, historicalloss experience, general economic conditions, the estimated fair value of theunderlying collateral, and other factors which may affect the collectibility ofloans.  During the second quarter of2003, the provision for loan losses increased to $213,000 from $212,000 in thesecond quarter of 2002.  The increasewas due to management’s analysis of current conditions.  Although management believes it uses thebest information available to make such determinations, 

 

16

----

 

future adjustmentsto the allowance may be necessary, and net income could be significantlyaffected, if circumstances differ substantially from the assumptions used inmaking initial determinations.  See Note5 to the Consolidated Financial Statements in this Form 10-QSB for additionaldiscussion on the allowance for loan losses. 

 

*Noninterest Income.*  During the three-months ended June 30, 2003,noninterest income increased by $651,729 to $1,106,560 compared to $454,831 in2002.  The increase in noninterestincome for the quarter ended June 30, 2003 as compared to the same quarter in2002 was primarily due to an increase in gains on sales of mortgage loansheld-for-sale of $569,162 and loan servicing and other fees of $61,265.  

 

*Noninterest Expense.*  Noninterest expense increased to $1,897,519from $1,635,827 for the quarter ended June 30, 2003 compared to the samequarter in 2002.  The $261,692 increasein noninterest expense was primarily due to an increase in sales incentives asshown in salaries and employee benefits of $212,820 and professional fees of$58,367.  The increase in salaries andemployee benefits is primarily due to the increase in sales incentives based onloan production in the second quarter of 2003. 

 

*Income Tax Expense.*  The income tax expense for the quarter endedJune 30, 2003 increased by $165,777 to $278,482 from $112,705 in the quarterended June 30, 2002.  The increase inincome tax expense is primarily due to the increase in income before incometaxes during the second quarter of 2003 as compared to the second quarter of2002.  

 

**Six-MonthComparative Analysis for Periods June 30, 2003 and 2002 **

 

Net income for thesix-months ended June 30, 2003 was $728,161 or $.58 per basic share compared to$401,975 or $.31 per share for the six-months ended June 30, 2002, an increaseof $326,186 or 81.15%.  

 

*Net Interest Income.*  Net interest income before provision forloan losses increased by 6.44% to $3,509,639 in the six-month period ended June30, 2003, compared to $3,297,195 for the same period in 2002.  The increase in net interest income beforeprovision for loan losses was primarily due to a decrease in interest expenseof $378,674.  The decrease in totalinterest expense for the six-months ended June 30, 2003 was due to a decreasein interest expense on deposits of $482,031, as compared to the same period in2002.  

 

*Provision for Loan Losses.*  The level of the allowance for loan lossesis based on such factors as the amount of non-performing assets, historicalloss experience, general economic conditions, the estimated fair value of theunderlying collateral and other factors which may affect the collectibility ofloans.  During the first six-months of2003, the provision for loan losses decreased to $355,000 from $380,000 in thefirst six-months of 2002.  The decreasewas due to management’s analysis of current conditions.  Although management believes it uses thebest information available to make such determinations, future adjustments tothe allowance may be necessary, and net income could be significantly affected,if circumstances differ substantially from the assumptions used in makinginitial determinations.  See Note 5 inthis Form 10-QSB for additional discussion on the allowance for loan losses.  

 

*Noninterest Income.*  During the first half of 2003, noninterestincome increased by $1,061,050 to $1,892,851 compared to $831,801 in 2002.  The increase in noninterest income for thesix-months ended June 30, 2003 as compared to the same period in 2002 wasprimarily due to an increase in gains on sales of mortgage loans held-for-saleof $912,064.  

 

17

----

 

*Noninterest Expense.*  Noninterest expense increased to $3,836,000from $3,075,848 for the six-months ended June 30, 2003 compared tothe same period in 2002.  The $760,152increase in noninterest expense was primarily due to an increase in salesincentives as shown in salaries and employee benefits of $467,950 and otherexpense of $206,755.  The increase insalaries and employee benefits is primarily due to the increase in salesincentives based on loan production in the first six-months of 2003, and theincrease in other expense is primarily due to expenses due to the increase inloan production in the first six-months of 2003.  

 

*Income Tax Expense.*  The income tax expense for the six-monthsended June 30, 2003 increased by $212,156 to $483,329 from $271,173 in thesix-months ended June 30, 2002.  Theincrease in income tax expense is primarily due to the increase in incomebefore income taxes during the first six-months of 2003 as compared to the sameperiod in 2002.  

 

**Net Interest Income**

** **

The Company’soperating results are impacted by many factors, the most important factor beingthe interest spread between the yield on loans and investments and the cost of funds.  The following table presents operatingresults for the Company.  The tablepresents for the periods indicated the total dollar amount of interest incomefrom average interest-earning assets and the resultant yields, as well as theinterest expense on average interest-bearing liabilities, expressed both indollars and rates.  No tax equivalentadjustments were made and all average balances are monthly averagebalances.  Non-accruing loans have beenincluded in the table as loans carrying a zero yield.

 
|                                                                     |   | **Three  Months ended June 30,**    |        |
|--------------------------------------------------------------------------|--------|-------------------------------------|-------------|
|                                                                     |   | **2003**                            |        | **2002** |   |
|                                                                     |   | **Average   outstanding   balance** |        | **Interest  earned/  Paid** |   | **Yield/  Rate** |   | **Average  outstanding  balance** |   | **Interest  earned/  Paid** |   | **Yield/  rate** |   |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Interest-earning assets:                                                 |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Loans receivable (1)                                                     |   | $                                   | 162,591,918 |   | $ | 2,673,288 |   | 6.58 | % | $ | 149,822,231 |   | $ | 2,705,461 |   | 7.22 | % |
| Mortgage-backed securities                                               |   | 5,210,055                           |        | 63,028 |   | 4.84 |   | 9,181,802 |   | 135,569 |   | 5.91 |   |
| Investment securities                                                    |   | 2,840,813                           |        | 36,757 |   | 5.18 |   | 3,012,316 |   | 48,505 |   | 6.44 |   |
| Other interest-earning assets                                            |   | 21,751,060                          |        | 83,085 |   | 1.53 |   | 11,721,030 |   | 57,641 |   | 1.97 |   |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Total interest-earning  assets (1)                                       |   | $                                   | 192,393,846 |   | $ | 2,856,158 |   | 5.94 | % | $ | 173,737,379 |   | $ | 2,947,176 |   | 6.79 | % |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing  liabilities:                                           |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Deposits                                                                 |   | $                                   | 159,257,644 |   | $ | 840,622 |   | 2.11 | % | $ | 154,936,915 |   | $ | 1,097,893 |   | 2.83 | % |
| Federal Home Loan Bank  advances                                         |   | 16,129,562                          |        | 106,500 |   | 2.64 |   | 8,716,667 |   | 76,320 |   | 3.50 |   |
| Other borrowings                                                         |   | 8,000,000                           |        | 165,655 |   | 8.28 |   | 5,182,333 |   | 123,841 |   | 9.56 |   |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Total interest-bearing liabilities                                       |   | $                                   | 183,387,206 |   | $ | 1,112,777 |   | 2.43 | % | $ | 168,835,915 |   | $ | 1,298,054 |   | 3.08 | % |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Net interest income                                                      |   |                                |        | $ | 1,743,381 |   |   |   |   |   | $ | 1,649,122 |   |   |   |
| Net interest rate spread                                                 |   |                                |        |   |   | 3.51 | % |   |   |   |   | 3.71 | % |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Net interest-earning  assets                                             |   | $                                   | 9,006,640   |   |   |   |   |   | $ | 4,901,464 |   |   |   |   |   |
| Net yield on average  interest-earning assets                            |   |                                |        |   |   | 3.62 | % |   |   |   |   | 3.80 | % |
|                                                                     |   |                                |        |   |   |   |   |   |   |   |   |   |   |
| Average interest-earning  assets to average interest-bearing liabilities |   |                                |        | 104.91 | % |   |   |   |   | 102.90 | % |   |   |
|                                                                          |        |                                     |             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

(1) Calculated net of loans in process

 

18

----

 
|                                                                     |   | **Six Months  ended June 30,**     |        |
|--------------------------------------------------------------------------|--------|------------------------------------|-------------|
|                                                                     |   | **2003**                           |        | **2002** |   |
|                                                                     |   | **Average   outstanding  balance** |        | **Interest   earned/  paid** |   | **Yield   Rate** |   | **Average  outstanding  balance** |   | **Interest   earned/  Paid** |   | **Yield/  Rate** |   |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Interest-earning assets:                                                 |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Loans receivable (1)                                                     |   | $                                  | 160,982,769 |   | $ | 5,375,445 |   | 6.68 | % | $ | 148,361,823 |   | $ | 5,427,438 |   | 7.32 | % |
| Mortgage-backed securities                                               |   | 5,558,581                          |        | 138,938 |   | 5.00 |   | 9,518,498 |   | 284,180 |   | 5.97 |   |
| Investment securities                                                    |   | 2,883,818                          |        | 76,034 |   | 5.27 |   | 2,877,863 |   | 90,569 |   | 6.29 |   |
| Other interest-earning assets                                            |   | 19,109,252                         |        | 150,478 |   | 1.57 |   | 10,930,502 |   | 104,938 |   | 1.92 |   |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Total interest-earning assets (1)                                        |   | $                                  | 188,534,420 |   | $ | 5,740,895 |   | 6.09 | % | $ | 171,688,686 |   | $ | 5,907,125 |   | 6.88 | % |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing liabilities:                                            |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Deposits                                                                 |   | $                                  | 158,057,740 |   | $ | 1,706,636 |   | 2.16 | % | $ | 152,028,736 |   | $ | 2,188,667 |   | 2.88 | % |
| Federal Home Loan Bank advances                                          |   | 14,721,234                         |        | 199,236 |   | 2.71 |   | 9,717,972 |   | 178,214 |   | 3.67 |   |
| Other borrowings                                                         |   | 8,000,000                          |        | 325,384 |   | 8.13 |   | 5,206,333 |   | 243,049 |   | 9.34 |   |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Total interest-bearing liabilities                                       |   | $                                  | 180,778,974 |   | $ | 2,231,256 |   | 2.47 | % | $ | 166,953,041 |   | $ | 2,609,930 |   | 3.13 | % |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Net interest income                                                      |   |                               |        | $ | 3,509,639 |   |   |   |   |   | $ | 3,297,195 |   |   |   |
| Net interest rate spread                                                 |   |                               |        |   |   | 3.62 | % |   |   |   |   | 3.75 | % |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Net interest-earning assets                                              |   | $                                  | 7,755,446   |   |   |   |   |   | $ | 4,735,645 |   |   |   |   |   |
| Net yield on average interest-earning assets                             |   |                               |        |   |   | 3.72 | % |   |   |   |   | 3.84 | % |
|                                                                     |   |                               |        |   |   |   |   |   |   |   |   |   |   |
| Average interest-earning assets to average  interest-bearing liabilities |   |                               |        | 104.29 | % |   |   |   |   | 102.84 | % |   |   |

# ** **

# ****

# **(1) Calculated net of loans inprocess**

# ** **

# **ProposedMerger With First National Bank Holding Company **

# ** **

# **On July 21, 2003, First NationalBank Holding Company (“First National Bank”) and the Company announced thatthey had entered into an Agreement and Plan of Merger (the “Merger Agreement”)pursuant to which the Company will merge with and into First National Bank (the“Merger”). First National Bank is the parent company of First National Bank ofArizona and First National Bank of Nevada, and Access Anytime is the parentcompany of FirstBank.**  

# ** **

# **Under the terms of the MergerAgreement, the stockholders of the Company will receive $14.49 in cash inexchange for each share of Company common stock. The purchase price representsapproximately a 42% premium over the $10.20 closing market price of theCompany’s common stock on Monday, July 21, 2003. The transaction has a totalcash value on a fully diluted basis of approximately $22 million, inclusive ofamounts payable to holders of stock options and other rights to acquire Companycommon stock.**  

# ** **

# **The transaction is subject toseveral conditions, including the satisfactory completion of due diligence byFirst National Bank on or before August 15, 2003, the receipt of regulatoryapprovals and the approval of the stockholders of the Company. Certainstockholders of the Company, representing approximately 21% of the outstandingshares of common stock of the Company, have entered into voting agreementspursuant to which they have agreed to vote their shares in favor of the Merger.The Merger is expected to close in the third quarter of 2003.**

# ** **

19

----

 

**Item 3 – Controls and Procedures**  

# ** **

# **Evaluation of Disclosure Controlsand Procedures**  

# ** **

# **The Company carried out anevaluation, under the supervision and with the participation of the Company’smanagement, including the Company’s Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the design and operation of the Company’sdisclosure controls and procedures as of the end of the period covered by thisreport.  The Company’s disclosurecontrols and procedures are designed to ensure that information required to bedisclosed by the Company in its periodic Securities and Exchange Commission(“SEC”) filings is recorded, processed and reported within the time periodsspecified in the SEC’s rules and forms. Based on that evaluation, the Chief Executive Officer and ChiefFinancial Officer concluded that the Company’s disclosure controls andprocedures are effective in timely alerting them to material informationrelating to the Company (including its consolidated subsidiaries) required tobe included in the Company’s periodic SEC filings.  There was no change in the registrant’s internal control overfinancial reporting that occurred during the registrant’s most recent fiscalquarter that has materially affected, or is reasonably likely to materiallyaffect, the Company’s internal control over financial reporting.**

# ** **

# **Forward-LookingStatements **

# ** **

# **When used in this Form 10-QSB,certain words or phrases are intended to identify “forward-looking statements”within the meaning of the Private Securities Litigation Reform Act of1995.  Such statements are subject tocertain risks and uncertainties, including regulatory and shareholder actionswith respect to the proposed merger with First National Bank Holding Company,delays in completing such merger, changes in economic conditions in theCompany’s market area, changes in policies by regulatory agencies, fluctuationsin interest rates, demand for loans in the Company’s market area andcompetition, that could cause actual results to differ materially fromhistorical earnings and those presently anticipated or projected.  The Company wishes to caution readers not toplace undue reliance on any such forward-looking statements, which speak onlyas of the date made.  The Company wishesto advise readers that the factors listed above could affect the Company’sfinancial performance and could cause the Company’s actual results for futureperiods to differ materially from any opinions or statements expressed withrespect to future periods in any current statements.**  

# ** **

# **The Company does not undertake,and specifically disclaims any obligation, to publicly release the results ofany revisions which may be made to any forward-looking statements to reflectevents or circumstances after the date of such statements or to reflect the occurrenceof anticipated or unanticipated events.**

# ** **

20

----

 

# **PART II  –** OTHER INFORMATION

# ** **

# **Item 1 –** Legal Proceedings

 

# **None** 

# ** **

# **Item 2 –** Changes in Securities

# ** **

# **None** 

# ** **

# **Item 3 –** Defaults Upon Senior Securities

# ** **

# **None** 

# ** **

# **Item 4 –** Submission of Matters to a Vote of Security Holders

 

# **The Company held an annual meetingof stockholders on April 25, 2003.  Thefollowing table sets forth certain information relating to each of the mattersvoted upon at the meeting.**

 
| **Matters Voted Upon** |                                                                                                                                                     | **For** |          | **Against  or   Withheld** |        | **Abstentions** |       | **Broker  Non-  Votes** |   |
|------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------|---------|---------------|----------------------------|-------------|-----------------|------------|-------------------------|--------|
|                   |                                                                                                                                                     |    |          |                       |        |            |       |                    |   |
| **1.**                 | **Election of Directors**                                                                                                                                |    |          |                       |        |            |       |                    |   |   |
|                   | **  Charles Guthals**                                                                                                                          |    | **1,190,611** | ** **                 | **15,454**  | ** **      | *****      | ** **              | *****  | ** ** |
|                   | **  Cornelius Higgins, Ph.D.**                                                                                                                 |    | **1,189,611** | ** **                 | **16,454**  | ** **      | *****      | ** **              | *****  | ** ** |
|                   | **  David Ottensmeyer, M.D.**                                                                                                                  |    | **1,184,691** | ** **                 | **21,274**  | ** **      | *****      | ** **              | *****  | ** ** |
|                   |                                                                                                                                                     |    |          |                       |        |            |       |                    |   |   |
| 2.                     | Amendment of the 1997 Stock Option and Incentive  Plan to increase the number of stock options available to be granted under  the Plan by 100,000 shares |    | **646,097**   | ** **                 | **231,945** | ** **      | **12,469** | ** **              | *****  |   |
|                   |                                                                                                                                                     |    |          |                       |        |            |       |                    |   |   |
| 3.                     | Selection of KPMG LLP as independent****public  accountants for the current year                                                                         |    | 1,180,818     |                       | 19,630      |            | 5,617      |                    | *      |   |

 

----

* Not applicable or notreadily available

 

# **Item 5 – OtherInformation**

# ** **

# **None**

 

21

----

 

 

# **Item 6 – Exhibitsand Reports on Form 8-K**

 
| (a)    |   | Exhibits                                                                                                                                                                                                      |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | 2.1 Agreement  and Plan of Merger, dated as of July 21, 2003, between First National Bank  Holding Company and Access Anytime BanCorp, Inc. (incorporated by reference  from the Company’s July 22, 2003 8-K) |
|   |   |                                                                                                                                                                                                               |
|   |   | 10.3.4 Amendment  Number Four to Profit Sharing and Employee Stock Ownership Plan of FirstBank  dated June 26, 2003                                                                                      |
|   |   |                                                                                                                                                                                                               |
|   |   | 10.10.2  Amendment Number Two to Non-Employee Director Retainer Plan dated May 22,  2003                                                                                                                           |
|   |   |                                                                                                                                                                                                               |
|   |   | 10.10.3  Amendment Number Three to Non-Employee Director Retainer Plan dated July 1,  2003                                                                                                                         |
|   |   |                                                                                                                                                                                                               |
|   |   | 31.1  Certification of Chief Executive Officer as adopted pursuant to section 302  of the Sarbanes-Oxley Act of 2002                                                                                               |
|   |   |                                                                                                                                                                                                               |
|   |   | 31.2  Certification of Chief Financial Officer as adopted pursuant to section 302  of the Sarbanes-Oxley Act of 2002                                                                                               |
|   |   |                                                                                                                                                                                                               |
|   |   | 32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C. section 1350,  as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                           |
|   |   |                                                                                                                                                                                                               |
|   |   | 32.2  Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350,  as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002                                                           |
|   |   |                                                                                                                                                                                                               |
| (b)    |   | Reports on Form  8-K.                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                               |
|   |   | 1.  On  May 5, 2003 the Company furnished a Form 8-K to announce its unaudited  results of operations for the three months ended March 31, 2003.                                                         |
|   |   |                                                                                                                                                                                                               |
|   |   | 2.  On  July 21, 2003 the Company filed a Form 8-K to announce that it had entered  into an Agreement and Plan of Merger with First National Bank Holding  Company.                                      |

 

22

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the Registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

 

 
|                      | ACCESS ANYTIME  BANCORP, INC.      |
|---------------------------|------------------------------------|
|                      |                               |
|                      |                               |
| Date:  July 31, 2003 | /s/ Norman R.  Corzine             |   |
|                      |                               | Norman R.  Corzine, Chairman of the Board, |
|                      |                               | Chief Executive  Officer |
|                      |                               | *(Duly Authorized Representative)* |
|                      |                               |
|                      |                               |
| Date:  July 31, 2003 | /s/ Ken Huey,  Jr.                 |   |
|                      |                               | Ken Huey, Jr.,  Chief Financial Officer |
|                      |                               | Director |
|                      |                               | *(Principal Financial and  Accounting Officer)* |
|                      |                               | *(Duly Authorized Representative)* |
|                      |                               |
|                      |                               |
| Date:  July 31, 2003 | /s/ Don K.  Padgett                |   |
|                      |                               | Don K. Padgett,  President |
|                      |                               | Director |
|                      | *(Duly Authorized Representative)* |
|                           |                                    |  |  |

 

23

----