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

      As filed with the Securities and Exchange Commission on May 17, 1999

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004

                                    FORM 10-Q


(Mark One)

/X/        Quarterly  report  pursuant to Section 13 or 15 (d) of the Securities
           Exchange Act of 1934

           For the quarterly period ended March 31, 1999

                                       OR

/ /        Transition report pursuant to section 13 or 15(d) of the Securities
           Exchange Act of 1934

           For the Transition Period From             To                       
                                          -----------    -------------------

                        Commission file number 333-38673

                                 RB ASSET, INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

Delaware                                                      13-5041680
--------------------------------------------------------------------------------
(State or other jurisdiction                                  (I.R.S. Employer
of incorporation or organization)                            Identification No.)


645 Fifth Avenue  Eight Floor, New York, New York                     10022     
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

Company's telephone number, including area code:   (212)  848-0201
                                                   ---------------



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



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



The number of shares outstanding of the Registrant's  Common Stock as of May 15,
1999 was 7,100,000.  The number of shares  outstanding of the  Registrant's  15%
Non-cumulative  Perpetual  Preferred  Stock,  Series  A as of May 15,  1999  was
951,777.


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<PAGE>




                                 RB ASSET, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 1999

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                     PAGE
                                                                                     ----
INDEX

<S>           <C>          <C>                                                       <C>
PART I.       FINANCIAL INFORMATION

              Item 1.      Financial Statements

                                Consolidated  Statements of Financial  Condition
                                as of March 31,  1999  (unaudited)  and June 30,
                                1998..............................................   3

                                Consolidated  Statements of  Operations  for the
                                three and nine  months  ended March 31, 1999 and
                                1998 (unaudited) .................................   4

                                Consolidated    Statements    of    Changes   in
                                Stockholders'  Equity for the nine months  ended
                                March  31,  1999 and  1998 (unaudited) ...........   5

                                Consolidated  Statements  of Cash  Flows for the
                                nine   months   ended   March   31,   1999   and
                                1998(unaudited)...................................   6

                                Notes to the Consolidated Financial Statements....   8


              Item 2.      Management's  Discussion  and  Analysis of  Financial
                           Condition and the Results of Operations................  18

PART II.      OTHER INFORMATION

              Item 1.      Legal Proceedings .....................................  27

              Item 2.      Changes in Securities .................................  27

              Item 3.      Defaults Upon Senior Securities .......................  27

              Item 4.      Submissions of Matters to a Vote of Securities Holder..  27

              Item 5.      Other Information .....................................  27

              Item 6.      Exhibits and Reports ..................................  27

SIGNATURES........................................................................  28

</TABLE>


                                        2

<PAGE>




PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                 RB ASSET, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                        March 31, 1999 and June 30, 1998
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                     Assets

                                                                 (Unaudited)
                                                                   March 31,    June 30,
                                                                    1999         1998
                                                                  ------         ----
<S>                                                            <C>          <C>      
Real estate assets:
Real estate held for investment, net of accumulated
   depreciation of $2,696 and $583, respectively               $  79,248    $  82,835

Real estate held for disposal                                      2,000        5,013
      Allowance for fair market value reserve under SFAS-121           -       (1,363)
                                                               ---------    ---------
           Total real estate held for disposal, net                2,000        3,650

Real estate loans receivable:
      Secured by real estate                                      54,013       59,006
      Loans sold with recourse, net                               13,976       15,781
      Allowance for possible credit losses                       (16,213)     (17,697)
                                                               ---------    ---------
           Total loans receivable, net                            51,776       57,090

Investments in joint ventures                                      1,536        1,536
                                                               ---------    ---------
     Total real estate assets                                    134,560      145,111

Cash, due from banks and cash equivalents                         14,824       12,532
Cash, due from banks - restricted                                 11,734       19,555
Investment securities available for sale                           1,283        1,373
Commercial and consumer loans                                     10,322       10,431
  Allowance for possible credit losses                            (2,340)      (2,340)
                                                               ---------    ---------
Commercial and consumer loans, net                                 7,982        8,091
Other assets                                                       5,414        4,248
        Total Assets                                           $ 175,797    $ 190,910
                                                               =========    =========

                      Liabilities and Stockholders' Equity

Liabilities:
Increasing Rate Junior Subordinated Notes due 2006             $  11,409    $       -
Other borrowed funds                                              52,664       68,760
Other liabilities                                                 14,966       14,967
        Total Liabilities                                         79,039       83,727
                                                               ---------     --------

Stockholders' equity:
15% non-cumulative preferred stock, Series A par value $1,
liquidation value $25 (1,400,000 shares authorized, 951,777
issued and outstanding at March 31, 1999, 1,400,000
issued and outstanding at June 30, 1998)                             952        1,400

Common stock par value $1 (30,000,000 shares authorized,
7,100,000 shares issued and outstanding at March 31,
1999 and June 30, 1998)                                            7,100        7,100

Additional paid in capital                                       100,646      111,170
Accumulated deficit                                              (10,924)     (11,561)
Accumulated comprehensive income                                  (1,016)        (926)
                                                             -----------    ---------
        Total Stockholders' Equity                                96,758      107,183

Total Liabilities and Stockholders' Equity                     $ 175,797    $ 190,910
                                                               =========    =========
</TABLE>

See notes to Consolidated Financial Statements


                                        3

<PAGE>




                                 RB ASSET, INC.
                                  CONSOLIDATED
                        STATEMENTS OF OPERATIONS For the
                        Three and Nine Months Ended March
                                31, 1999 and 1998
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                    Three months ended        Nine months ended
                                                                          March 31,               March 31,
                                                                    ------------------        -----------------
                                                                   1999         1998          1999          1998

REVENUE:
Rental revenue and operations:
<S>                                                              <C>          <C>          <C>           <C>    
     Rental income and other property revenue                    $3,696       $3,418       $11,210       $10,027
     Property operating and maintenance expense                  (2,497)      (3,073)       (7,687)       (8,047)
     Depreciation - real estate held for investment                (582)         (52)       (1,767)         (156)
                                                               --------     --------       -------       -------
  Net rental operations                                             617          293         1,756         1,824

Other property income (expense):
     Net gain/(loss) on sale of real estate                         997          (99)        2,729        (1,102)
     Recovery (writedown) of investments in real estate               -         (756)          106        (1,106)
                                                               --------     --------       -------       -------
Total other property income/ (expense)                              997         (855)        2,835        (2,208)

Other income:
   Interest income:
     Loans receivable                                               591          945         1,964         3,081
     Investment securities                                            -            -             -            55
     Money market investments and other                             123          130           476           284
                                                                -------      -------       -------        ------
        Total interest income                                       714        1,075         2,440         3,420

     Realization of contingent participation revenues                 -        2,586         1,000         3,355
                                                                -------      -------       -------        ------ 
Total other income                                                  714        3,661         3,440         6,775
                                                                -------      -------       -------        ------
     Total revenues                                               2,328        3,099         8,031         6,391
                                                                -------      -------       -------        ------

EXPENSES:
  Interest expense:
     Increasing Rate Junior Subordinated Notes due 2006             246            -           248             -
     Other borrowed funds                                           928        1,473         3,342         4,645
     Other                                                           11           23            44            75
                                                                -------      -------       -------        ------
        Total interest expense                                    1,185        1,496         3,634         4,720

  Other expenses:
     Salaries and employee benefits                                  32          300           140           730
     Legal and professional fees                                    347          695         1,118         2,036
     Management fees                                                613          612         1,844         1,942
     Other                                                           87           69           225           265
                                                                -------      -------       -------        ------
       Total other expenses                                       1,079        1,676         3,327         4,973

     Total expenses                                               2,264        3,172         6,961         9,693
                                                                  -----        -----         -----         -----

Income (loss) before other income (expense) and before
                                                                -------      -------       -------        ------
  provision for income taxes                                         64          (73)        1,070        (3,302)

Other income (expense):
     Net gains (losses) on sales of investment securities             -            -             -         1,697
                                                                -------      -------       -------        ------
Total other income (expense)                                          -            -             -         1,697

Net income / (loss) after other income (expense) and before
                                                                -------      -------       -------        ------
  provision for income taxes                                         64          (73)        1,070        (1,605)

Provision for income taxes                                          118          125           432           226
                                                                -------      -------       -------        ------
Net income / (loss)                                                 (54)        (198)          638        (1,831)

Dividends declared on preferred stock                                 -            -             -             -
                                                                -------      -------       -------        ------
Net income / (loss) applicable to common stock                     $(54)       $(198)         $638       $(1,831)
                                                                =======      =======       =======      ========
Basic and diluted income / (loss) per common share               $(0.01)      $(0.03)        $0.09        $(0.26)
                                                                =======      =======       =======      ========
</TABLE>

See Notes to Consolidated Financial Statements



                                       4
<PAGE>





                                 RB ASSET, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                    Nine months ended March 31, 1999 and 1998
                             (dollars in Thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                              Series A
                                              Non-
                                              cumulative
                                              Perpetual                   Additional       Retained    
                                              Preferred       Common        Paid-in        Earnings    
                                              Stock           Stock         Capital        (Deficit)   
                                              ----------   ------------  ------------   -------------  

<S>                  <C>                      <C>          <C>           <C>            <C>            
Balances at June 30, 1997                     $  1,400     $  7,100      $  111,170     $ (10,055)     

Net loss for the nine months ended                                                                     
March 31, 1997                                       -            -               -        (1,832)     

Preferred stock dividends payable                    -            -               -             -      

Change in comprehensive income    
resulting from changes in unrealized                                                                   
loss on securities available-for-sale                -            -               -             -      
                                              ----------   ----------    ----------     ----------

Balances at March 31, 1998                    $  1,400     $  7,100      $  111,170     $ (11,887)     
                                              ==========   ==========    ============   =============  

Balances at June 30, 1998                     $  1,400     $  7,100      $  111,170     $ (11,561)     

Net income for the nine months
ended March 31, 1999                                 -            -               -           638      

Preferred stock dividends payable                    -            -               -             -      

Reduction in Stockholder's Equity                                                               
resulting from the Preferred Stock
Exchange Offer (Note 2)                           (448)           -         (10,524)                   

Change in comprehensive income                                                                         
resulting from changes in unrealized
loss on securities available-for-sale                -            -               -             -      
                                              ----------   ----------    ----------     ----------

Balances at March 31, 1999                    $    952     $  7,100      $  100,646     $ (10,924)     
                                              ==========   ==========    ============   =============  

</TABLE>

See notes to Consolidated Financial Statements



                                              
                                              
                                              
                                        Accumulated        Total
                                       Comprehensive    Stockholders'
                                          Income            Equity
                                       --------------   --------------

Balances at June 30, 1997                 $ (1,105)     $ 108,510

Net loss for the nine months ended
March 31, 1997                                   -         (1,832)

Preferred stock dividends payable                -              -

Change in comprehensive income
resulting from changes in unrealized
loss on securities available-for-sale           90             90


Balances at March 31, 1998                $ (1,015)     $ 106,768
                                          =========     =========

Balances at June 30, 1998                 $   (926)     $ 107,183

Net income for the nine months
ended March 31, 1999                             -            638
Preferred stock dividends payable                -              -

Reduction in Stockholder's Equity
resulting from the Preferred Stock
Exchange Offer (Note 2)                    (10,972)

Change in comprehensive income
resulting from changes in unrealized
loss on securities available-for-sale          (90)           (90)
                                          --------      ---------

Balances at March 31, 1999                $ (1,016)     $  96,758
                                          ========      ========= 


                                       5


<PAGE>




                                 RB ASSET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Nine Months Ended March 31, 1999 and 1998
                             (dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           Nine months ended
                                                                               March 31,
                                                                     ---------------------------
                                                                           1999          1998
                                                                     -------------   --------
<S>                                                                  <C>           <C>
Operating Activities:
Cash Flows Provided by (Used in) Operating Activities:
  Net (loss)/income                                                    $    638      $ (1,831)
  Adjustments to reconcile net (loss)/income to cash
   used in operating activities:
      Net (gain) loss on sale of real estate assets                      (2,736)        1,102
      (Recoveries) write downs of real estate assets                       (106)        1,106
      Depreciation and amortization                                       1,768           156
      Net gain on sales of loans, other investments
            and investment securities                                         -        (1,697)
  Change in operating assets and liabilities:
      Net decrease/(increase) in accrued interest  receivable                58        (2,060)
      Net (decrease)/increase in accrued interest payable                   107          (459)
      Net (decrease)/increase in accrued income taxes                       409           (72)
      Net (decrease)/increase in accrued expenses
            and other liabilities                                           (97)       (4,126)
      Net (increase)/decrease in prepaid expenses and other assets       (1,224)        1,781
      Cash effect of increases/(decreases) in allowance for
            possible credit losses                                          330           857
      Other                                                                  49           139
                                                                       --------       -------
            Net cash (used in)/provided by operating activities            (804)       (5,104)
                                                                       --------       -------
Investing Activities:
Cash Flows Provided by (Used in) Investing Activities:
  Proceeds from sales and maturities of investment
        securities, available for sale                                        -         8,568
  Net repayment/(origination) of loans secured by real estate, net        4,468        12,180
  Net repayment/(reacquisition) of commercial and consumer loans             61        (1,955)
  Net decrease/(increase) in loans sold with recourse                       654         6,828
  Proceeds from sales of real estate held                                 6,713        10,334
  Additional fundings on real estate held                                  (524)       (4,586)
                                                                       --------       -------
            Net cash provided by investing activities                    11,372        31,369
                                                                       --------      --------
</TABLE>

(Continued on next page)



See notes to Consolidated Financial Statements


                                        6

<PAGE>




                                 RB ASSET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For the Nine Months Ended March 31, 1999 and 1998
                             (dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>

(Continued from previous page)
                                                                     Nine months ended
                                                                         March 31,
                                                               -----------------------------
                                                                     1999        1998
                                                                 ----------    --------
<S>                                                                   <C>           <C>

Financing Activities:
Cash Flows Provided by (used in) Financing Activities:
  Decrease (increase) in restricted cash                            7,820       (11,100)
  Proceeds from borrowed funds                                          -             -
  Repayment of borrowed funds                                     (10,000)       (5,720)
  Decrease in borrowed funds secured by loans sold with
       recourse, net of construction advances                      (6,096)      (11,227)
                                                               ----------     ---------
            Net cash used in financing activities                  (8,276)      (28,047)
                                                               ----------     ---------

Net increase/(decrease) in cash and money market investments        2,292        (1,782)

Beginning cash                                                     12,532         8,940
                                                               ----------     ---------

Ending cash                                                      $ 14,824      $  7,158
                                                                 ========      ========



Supplemental Disclosure of Cash Flow Information
Cash paid for:
      Interest                                                   $  3,577      $  5,493
      Federal, state and local taxes                                  523           354






</TABLE>

See notes to Consolidated Financial Statements



                                        7

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)


1.  Organization and Formation of the Company

RB Asset,  Inc. (the "Company") is a Delaware  corporation  that, as a result of
the  completion  of  reorganization  steps (the  "Reorganization,"  described in
detail  below),  on May 22,  1998,  succeeded  to the  assets,  liabilities  and
business of River Bank America ("River Bank" or the "Predecessor  Bank").  Prior
to the  Reorganization,  River Bank was a New York State chartered stock savings
bank and was  regulated by the New York State Banking  Department  ("the Banking
Department" or the "NYSBD") and,  until  December 31, 1997, the Federal  Deposit
Insurance  Corporation (the "FDIC").  The Company's principal business continues
to be the  management of its real estate  assets,  mortgage loans and investment
securities,  under a business  plan  intended  to  maximize  shareholder  value.
Following  the  Reorganization,  the Company  intends to manage its business and
assets without the regulatory  constraints previously imposed on the Predecessor
Bank by the Banking Department.  This report is for the three month period ended
March 31,  1999.  Unless  the  context  otherwise  requires,  references  to the
business,  assets and  liabilities  of the Company prior to May 22, 1998 include
the business, assets and liabilities of the Predecessor Bank

The Predecessor  Bank was founded in 1848. In 1925, the Predecessor Bank adopted
the name "East  River  Savings  Bank"  which it  continued  to use in its retail
business  through June 28, 1996. The Predecessor  Bank converted to a stock-form
savings bank through a plan of  conversion in 1985.  Effective  October 1, 1988,
East River  Savings  Bank  formally  changed its  corporate  name to "River Bank
America." On June 28,  1996,  the  Predecessor  Bank sold its  remaining  eleven
branches ("the Branch Sale") to Marine Midland Bank ("Marine"), inclusive of the
name East River Savings Bank.  Following  consummation  of the Branch Sale,  all
retail banking operations of the Predecessor Bank ceased.

On May 22,  1998,  River  Bank  completed  its  Reorganization  into a  Delaware
corporation  named  RB  Asset,  Inc.,  under a plan  that  was  approved  at the
Predecessor Bank's special meeting of stockholders reconvened on May 1, 1998. RB
Asset,  Inc., as the successor in the  Reorganization,  succeeded to the assets,
liabilities  and business of River Bank. As a result of the  reorganization  and
related  dissolution  discussed  below,  the  capital  stock of  River  Bank was
canceled  and, as of the close of business on May 22,  1998,  River Bank's stock
transfer records were closed.

Following stockholder approval of the Reorganization on May 18, 1998, all of the
Predecessor  Bank's assets,  liabilities  and business were  transferred  to, or
assumed by, the Predecessor  Bank's  wholly-owned  subsidiary,  River Asset Sub,
Inc. on May 11,  1998,  pursuant to the terms of an  assignment  and  assumption
agreement and related  transfer  documents.  Thereafter,  the Board of Directors
declared distribution of the capital stock of its wholly-owned subsidiary, River
Distribution Sub, Inc. ("River Distribution"),  payable on a book-entry basis to
the  Predecessor  Bank's  stockholders of record on May 22, 1998. At the time of
such distribution the capital stock of River Distribution had no value.

In the  distribution,  all of the issued and outstanding  shares of common stock
and 15% noncumulative  perpetual preferred stock, series A of River Distribution
("River  Distribution  Series A Preferred")  held by the  Predecessor  Bank were
distributed to the Predecessor  Bank's  stockholders on a share-for-share  basis
such that each  holder of the common  stock of River Bank  ("River  Bank  Common
Stock") received one share of River Distribution  Common Stock for each share of
River Bank Common Stock held by such  stockholder  and each holder of River Bank
15%  noncumulative  perpetual  preferred  stock,  series A ("River Bank Series A
Preferred")  received one share of River  Distribution  Series A Preferred Stock
for each share of River Bank Series A Preferred Stock held by such stockholder.

Finally,  upon book-entry  payment of the  distribution,  on May 22, 1998, River
Distribution  merged with and into River Asset  whereupon  the  stockholders  of
River  Distribution  became  stockholders  of the  surviving  corporation  which
changed its name to RB Asset, Inc. In the merger, the shares of capital stock of
River  Distribution  were converted into identical shares of capital stock of RB
Asset, Inc.  Accordingly,  subsequent to the merger,  the capital stock of River
Bank had no value. Stock certificates representing shares of capital stock of RB
Asset, Inc. were then distributed to holders of record as of May 22, 1998.



                                        8

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

In connection with the reorganization  steps, on May 19, 1998, a petition for an
order of  dissolution  declaring  River Bank  dissolved and its legal  existence
terminated  was filed in the Supreme Court of the State of New York. The Supreme
Court  issued  the order on June 18,  1998 and,  upon the filing of the order of
dissolution with the Banking Department,  on June 23, 1998, the Predecessor Bank
was dissolved and its legal  existence  terminated.  Prior to  dissolution,  the
stock transfer records of River Bank were closed and upon such dissolution,  the
capital stock of River Bank was canceled.

On June 28, 1996, the Predecessor Bank consummated the transactions (the "Branch
Sale") contemplated by the Purchase of Assets and Liability Assumption Agreement
(the  "Branch  Agreement")  by and  between  the  Predecessor  Bank and  Marine.
Pursuant to the terms of the Branch  Agreement,  Marine assumed $1,159.6 million
of deposit  liabilities  (the "Assumed  Deposits")  and acquired  assets with an
aggregate  carrying value of $1,066.6 million (the  "Transferred  Assets").  The
Transferred  Assets  consisted  primarily  of  loans  secured  by  real  estate,
mortgage-backed and investment securities, and 11 bank branch offices, inclusive
of the name East River  Savings  Bank.  Included in the  Transferred  Assets was
approximately  $32.4 million of loans in which the Predecessor  Bank was granted
subordinated  participation  interests.  Also included in the Transferred Assets
were the proceeds of dispositions  from five individual asset sale  transactions
with third parties,  aggregating $60.4 million,  composed of real estate assets,
loans and other  receivables  (the  "Asset Sale  Transactions").  The Asset Sale
Transactions  were structured to include ongoing recourse to, and  participation
by, the  Predecessor  Bank with respect to the assets  sold,  based upon the net
proceeds realized on disposition of assets by the purchasers.

The Assumed  Deposits  exceeded the Transferred  Assets by  approximately  $93.0
million,  which  represented the premium received by the Predecessor Bank in the
Branch Sale.  Marine also purchased the Predecessor  Bank's branch office realty
at 96th Street in Manhattan for $1.3 million.  The  Predecessor  Bank recorded a
net pretax gain on the sale of offices and branches of $77.6 million  reflecting
the  deposit  premium  of  $93.0  million,   partially  offset  by  Branch  Sale
transaction costs of $5.8 million,  professional fees of $3.2 million,  employee
benefits and severance  costs of $4.6 million,  net losses on the sale of assets
of $1.1 million and other net costs of $700,000.  During the year ended June 30,
1997, the Predecessor Bank's indemnification agreements with Marine were amended
and a $3.3 million contingency reserve was recorded.

At June 30,  1996,  the  Predecessor  Bank  retained  $285.5  million in assets,
including primarily real estate assets and non-performing  loans. The balance of
the retained assets  consisted of performing  loans  (including  loans sold with
recourse, subordinated participations, junior subordinated participations, loans
to facilitate  the sale of real estate owned and mortgage and other loans) and a
modest amount of cash and  investment  securities  (collectively,  the "Retained
Assets").  Subsequent  to  the  Branch  Sale,  the  Predecessor  Bank  continued
substantially the same asset management strategy for Retained Assets as had been
previously  employed by the Predecessor  Bank, in the years immediately prior to
the Branch Sale.

Following the Branch Sale, the Company engaged RB Management  Company,  LLC (the
"Management Company") to manage its operations on a day-to-day basis,  including
developing  and  recommending  strategies  to the  Company's  Board of Directors
regarding  the  ongoing  management  of  assets.  The  Management  Company  is a
privately-owned  entity that was newly formed in June 1996 and is  controlled by
Alvin Dworman, who owns 39.0% of the outstanding Common Stock of the Company.

The  closing of the Branch  Sale was  conditioned  upon the  Predecessor  Bank's
obtaining  financing  with terms and in an amount  reasonably  acceptable to the
Predecessor Bank and determined to be reasonably adequate to permit consummation
of the Branch Sale.  The  Predecessor  Bank obtained from Marine a loan facility
(the  "Facility"  or  "Initial  Facilities")  consisting  of eleven  independent
mortgage loans with additional collateral,  in an aggregate amount not to exceed
$99.1 million.  As of June 30, 1996, Marine had extended $89.8 million under the
Facility to the Predecessor  Bank, which has been reduced by repayment  activity
to $50.6 million at March 31, 1999, with an additional $11.7 million in proceeds
maintained in a restricted  cash account pending  negotiation  with Marine as to
the  application  of such  proceeds  to reduce the  outstanding  balances of the
Facility.  Proceeds of the Facility were utilized by River Bank to (i) refinance
all or part of the certain  indebtedness  secured by assets to be transferred to
Marine, including all or a substantial part of the outstanding advances from the
Federal  Home Loan  Bank  ("FHLB")  and (ii)  provide  additional  funds for the
development  and completion of two individual  real estate assets as part of the
Predecessor Bank's operations subsequent to the Branch Sale.


                                        9

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

Marine assumed  substantially  all of the Predecessor  Bank's retail deposits in
connection  with the Branch  Sale.  In  addition,  the  Predecessor  Bank ceased
accepting  retail deposits on the date of the Branch Sale. At June 30, 1996, the
Predecessor   Bank  held   certain   non-retail   deposits,   which   aggregated
approximately  $3.0 million.  During the quarter  following the Branch Sale, the
Predecessor  Bank  arranged  for the  assumption  by  other  insured  depository
institutions of its remaining non-retail deposits.  Accordingly, the Predecessor
Bank held no deposit  liabilities at June 30, 1997.  However,  at June 30, 1997,
the  Predecessor  Bank  continued to be regulated by the FDIC and the NYSBD.  On
October 31, 1996 the  Predecessor  Bank  requested  that the FDIC  terminate its
insurance  of  accounts  in  accordance  with the  requirements  of the  NYSBD's
approval of the Branch Sale. On April 14, 1997,  the  Predecessor  Bank received
notice  that the  FDIC,  as  requested  by the  Predecessor  Bank,  intended  to
terminate the  Predecessor  Bank's status as an insured state  nonmember Bank on
December 31, 1997.  Upon the issuance of this order by the FDIC, the Predecessor
Bank was no longer  subject to banking  regulation  by the FDIC.  In  connection
therewith,  the  Predecessor  Bank also received  from the Banking  Department a
waiver of any applicable New York State deposit insurance requirements.

Conditions  imposed in connection  with the NYSBD's  approval of the Branch Sale
included:  (i) the Predecessor  Bank's agreement to file an application with the
Banking  Department,  within one year of the  closing of the  Branch  Sale,  for
approval of a plan of dissolution; (ii) the Predecessor Bank's agreement to file
with the  Supreme  Court of the State of New York an  application  for a closing
order within 13 months of the closing of the Branch Sale and an application  for
a final  order of  dissolution  within five  months  following  the filing of an
application for a closing order;  (iii) increased  levels of minimum  regulatory
capital  requirements;  (iv) the  Predecessor  Bank's  agreement  to continue to
submit its proposed  capital  transactions to the NYSBD for prior approval;  (v)
the  continuation  of the Predecessor  Bank's  then-current  periodic  reporting
obligations with respect to its retained  assets,  as well as in connection with
its  ongoing  activities  subsequent  to the  Branch  Sale;  and (vi) such other
conditions  and   obligations   as  the  Banking   Department  may  have  deemed
appropriate.

In June  1997,  the  Predecessor  Bank  submitted  an  alternate  proposal  (the
"Alternate  Proposal") to the NYSBD pursuant to which the Predecessor Bank would
implement  Conditions  No.  1 and No.  2 of the  approval  of the  Branch  Sale,
described  above.  The Predecessor  Bank proposed to adopt a plan under which it
would  transfer  all of its assets and  liabilities,  including  all  contingent
liabilities,   to  a  successor  corporation  ("Successor")  incorporated  under
Delaware General  Corporation Law.  Successor would acquire all of the assets of
the Predecessor  Bank and continue all of the business of the  Predecessor  Bank
under the same business plan as adopted by the Predecessor  Bank.  Following the
transfer of its assets and liabilities to Successor,  the Predecessor Bank would
surrender its banking charter and dissolve.  The  implementation of the proposed
plan  would  result in a mere  change of form  from a banking  corporation  to a
corporation incorporated under the Delaware General Corporation Law, which would
not be subject to the  jurisdiction  of the  Banking  Department.  The  proposed
transfer was expected to qualify as a tax-free reorganization under the Internal
Revenue Code and, as such,  the Company  expected (and continues to expect) that
certain  of the  Predecessor  Bank's  tax  attributes  would  be  preserved.  In
connection  with the Alternate  Proposal,  common and preferred  shareholders of
River Bank would receive shares of Successor on a share-for-share  basis so that
Successor will be owned by the same  stockholders,  in the same proportions,  as
owned the Predecessor Bank on the record date.

Prior to June 30,  1997,  the  Predecessor  Bank  received  the  NYSBD's  letter
indicating their conditional  approval of the Alternate  Proposal as meeting the
Conditions  of  the  Banking  Department's  approval  of  the  Branch  Sale,  if
implemented by the Predecessor Bank on a timely basis.  The NYSBD's  conditional
approval of the Alternate  Proposal and related  modification of Condition No. 1
of the Approval of the Branch Sale provided that the approval of shareholders of
the  Alternate  Proposal  not later than  September  30, 1997 would be deemed to
satisfy Condition No. 1. Condition No. 2 of the Banking Department's approval of
the Branch  Sale would be deemed to be  satisfied  if the  petition  required by
Condition No. 2 was filed by the Bank by October 15, 1997. The Predecessor  Bank
met  Condition  No.  1 and  Condition  No. 2 on a  timely  basis.  A copy of the
Alternate Proposal and the NYSBD's letter indicating their conditional  approval
of the Alternate  Proposal were included as Exhibits 14 and 15 to FDIC Form F-2,
dated June 30, 1997.




                                       10

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

the  Banking   Department  had  also  advised  the  Predecessor  Bank  that  the
Predecessor  Bank's  minimum  capital  requirement,  set at $115  million in the
NYSBD's approval of the Branch Sale and subsequently  amended to $106 million in
May 1997,  was to remain at $106  million  until the  Predecessor  Bank's  final
dissolution.  Further,  the  Banking  Department's  conditional  approval of the
Alternate  Proposal  required that the Predecessor Bank seek prior approval from
the NYSBD for any  material  sale or transfer  of assets,  or  expenditures  for
development or renovation of any properties held by the  Predecessor  Bank prior
to the completion of the dissolution of the Predecessor Bank.

The Company will continue to be subject to the  requirements  of the  Securities
Exchange  Act of 1934 (the  "Exchange  Act") as amended  and will be required to
file  periodic  reports  and  other  information  with the  Securities  Exchange
Commission (the "SEC").

The  Company's  principal  business  continues to be the  management of its real
estate assets,  mortgage loans and investment securities,  under a business plan
intended to maximize  shareholder value.  Primarily as a result of deterioration
in the real estate  markets  and a general  economic  recession  in the New York
metropolitan  area and, later in other areas in which the  Predecessor  Bank was
engaged  in  lending   activities,   particularly   California,   the  Company's
non-performing  assets began increasing in 1989 and continued to increase in the
aggregate  through  1992.  The  resolution  of  non-performing   assets,   which
substantially  resulted  from the  Predecessor  Bank's  lending  strategy of the
1980s,  required  significant  time  and  attention  by the  Predecessor  Bank's
management.  Over the five year period  preceding  the Branch  Sale,  the Bank's
primary loan origination focus was single-family  (one-to-four  units) and, to a
lesser extent,  multi-family  (five or more units)  residential loans secured by
properties  in the New York City  metropolitan  area.  Primarily  as a result of
conditions imposed by the NYSBD and the terms of the Marine Facility, subsequent
to June 28, 1996,  the  Predecessor  Bank and the Company have not  originated a
material amount of loans.

The Predecessor Bank had previously received notice that the approvals necessary
to declare or pay  dividends on the  Predecessor  Bank's  outstanding  shares of
River Bank Series A Preferred  Stock would not be  provided.  In June 1996,  the
Predecessor  Bank's  Board of  Directors  declared  a Series A  Preferred  Stock
dividend for the quarter  ending June 30, 1996,  payment of which was subject to
the receipt of required  approvals from the FDIC and the NYSBD (the  Predecessor
Bank's  regulators at the time), as well as Marine (the  Predecessor  Bank's and
the Company's principal lender). Primarily as a result of the above, neither the
Company's or the  Predecessor  Bank's  Board of Directors  have taken any action
regarding a quarterly  dividend on the  Company's  Series A Preferred for any of
the  quarterly  periods  ended from  September  30, 1996 through March 31, 1999.
Although the Company is no longer subject to the jurisdiction of either the FDIC
or the NYSBD, declaration or payment of future dividends on the Company's Series
A Preferred  Stock will  continue to be subject to the approval of Marine for so
long as the Facility remains  outstanding.  The Company has received notice from
Marine that the approval  necessary to declare or pay dividends on the Company's
Series A  Preferred  Stock will not be  provided  at this time.  There can be no
assurance that the Board of Directors of the Company will deem it appropriate to
pay  dividends  on the Series A Preferred  Stock,  even if permitted to do so by
Marine.


2.  Preferred Stock Exchange Offer

Summary. On November 25, 1998, the Company offered upon the terms and conditions
set forth in its Offering Circular and the related Letter of Transmittal  (which
together  constituted the "Exchange Offer"), to exchange $25.94 principal amount
of its Increasing  Rate Junior  Subordinated  Notes due 2006 (the  "Subordinated
Notes") for each outstanding share of its 15% Non-Cumulative Preferred Perpetual
Stock,  Series A, par value  $1.00 (the  Series A  Preferred  Stock"),  of which
1,400,000 shares were outstanding on that date.

Purposes  of the  Exchange  Offer.  In view of the  changes in the nature of the
Company and its business as a result of the Reorganization  described in Note 1,
the Board of Directors  effected the Exchange Offer for the purpose of affording
all holders of the Series A Preferred  Stock an  opportunity  to exchange  their
shares of Series A Preferred Stock for the Subordinated  Notes which may be, for
them , a more  attractive  investment.  As more fully  described in the Offering
Circular dated  November 25, 1998,  the Exchange  Offer provided  holders of the
Series A Preferred  Stock with the opportunity to exchange  perpetual  preferred
stock


                                       11

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

having a $25.00 per share liquidation value with non-cumulative  dividend rights
and no mandatory  redemption  provisions for $25.94  principal  amount of a debt
instrument  maturing in seven years which requires (i)  semi-annual  payments of
interest,  payable in kind or in cash,  at the Company's  option,  for the first
three years and thereafter in cash, at rates  increasing  from an initial 8% per
annum  rate  and  (ii) the  repayment  of  principal  in  mandatory  semi-annual
installments   commencing   after  three  years  with  increasing   premiums  on
installments paid after four years.

By letter,  dated May 22,  1998,  counsel for  certain  holders of shares of the
Company's  Series A  Preferred  Stock  advised  the  Company  that such  holders
objected to the  Reorganization.  Specifically,  such  counsel  alleged that the
Reorganization  (i)  constituted  a  "liquidation"  of  River  Bank  America  in
violation  of the  terms of the  Certificate  of  Designations  of the  Series A
Preferred  Stock by  failing to provide  for the  payment to the  holders of the
Series  A  Preferred  Stock  of the  liquidating  distribution  required  by the
Certificate of  Designations of $25.00 per share,  plus all accrued,  undeclared
and unpaid  dividends  thereon,  (ii) was illegal under the New York Banking Law
(the "NYBL") which provides,  in the case of a voluntary  liquidation,  that the
liquidating   corporation  shall  distribute  its  remaining  assets  among  its
shareholders according to their respective rights and interests,  (iii) violated
a commitment made in River Bank's proxy statement, dated May 13, 1996, to retire
the Series A Preferred Stock following  approval and finalization of the sale of
certain of its  branches and assets to Marine and (iv)  constituted  a breach of
duty owed by River  Bank's  Board of  Directors  to the  holders of the Series A
Preferred Stock.

The Company believes such allegations are without merit.  However,  in an effort
to resolve these claims on an amicable basis, representatives of the Company and
such  holders  have  discussed  from time to time since the date of such letter,
certain proposals under which the Company would offer to exchange a new security
for the Series A Preferred  Stock.  In October,  1998,  the Company  proposed to
representatives  of such holders to effect an exchange offer upon  substantially
the terms and conditions of the Exchange  Offer. On October 27, 1998, 11 holders
of Series A Preferred  Stock who claim to  beneficially  own, in the  aggregate,
849,000  shares  (approximately  60.6% of the  outstanding  shares)  of Series A
Preferred  Stock (the  "Organized  Group")  commenced a lawsuit  entitled Strome
Global  Income Fund et al. v. River Bank America et. al. ( the  "Complaint" ) in
Supreme Court of the State of New York,  County of New York, Index No. 605226198
(the "Action" ), against the Company, certain of its predecessors and certain of
its  directors  (collectively,  the  "Defendants").  The complaint in the Action
alleged  (the  "Allegations"),  among  other  things,  that  (i) the  Defendants
breached  the  Certificate  of  Designations  relating to the Series A Preferred
Stock  by  fraudulently  transferring  assets  of River  Bank  and by  illegally
amending the  Certificate  of  Designations,  (ii) the  Defendants  fraudulently
conveyed  the  assets  of  River  Bank,  thereby  depriving  the  holders  of  a
liquidating distribution,  (iii) the Defendants violated the NYBL by liquidating
River Bank without making the liquidating  distribution required by the NYBL and
by denying  holders  appraisal  rights to which they were  entitled by the NYBL,
(iv) the Defendants  breached their  fiduciary duty to holders by depriving them
of their  liquidating  distribution,  (v) the defendants  breached their duty of
disclosure  by omitting from the Proxy  Statement  dated March 27, 1998 material
facts  relating to the holders'  rights to receive a  liquidating  distribution,
their appraisal rights for their shares and the requirement that holders vote as
a class with respect to the amendment of the Certificate of  Designations,  (vi)
the  Defendants'  implementation  of the  liquidation  of  River  Bank  and  the
amendment  of the  Certificate  of  Designations  were ultra vires and should be
declared void and (vii) the  intentionally  tortious  nature of the  Defendants'
conduct bars them from seeking indemnification for their actions and, therefore,
the Defendants  should be enjoined from seeking  indemnification  for damages or
attorney's  fees  relating  to  the  action.   The  Company  believes  that  the
Allegations are without merit and intends vigorously to oppose the Action.

Release of Claims.  Holders of Series A Preferred  Stock,  including  any of the
plaintiffs in the Action, whose shares were tendered and accepted by the Company
for exchange  pursuant to the  Exchange  Offer have  released  the Company,  its
predecessors  and  successors,  and  their  respective  parents,   subsidiaries,
affiliates  and  assigns,  and each of  their  respective  officers,  directors,
employees,  partners,  advisors,  agents and  representatives  from all  action,
causes of action, claims,  judgements,  contracts,  agreements or understandings
whether individual or derivative in nature,  which such holders had, ever had or
hereafter shall or may have


                                       12

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

respect to the shares of Series A  Preferred  Stock  exchanged  pursuant  to the
Offering  Circular or any disclosures,  rights or agreements  relating  thereto,
including, but not limited to, any claims made in the Action and any claims with
respect to the Reorganization and the transfer of assets from River Bank.

Waiver of  Dividend.  Each  Holder (as  defined in the  Offering  Circular)  who
accepted the Exchange  Offer was deemed to have waived all rights,  with respect
to each share of Series A  Preferred  Stock  exchanged,  to receive the $.94 per
share quarterly dividend that was declared on shares of Series A Preferred Stock
for the quarter ended June 30, 1996 but which remains unpaid.

Proposed  Equity  Rights  Offering.  If within one year after  expiration of the
Exchange Offer, the Company effects an equity  enhancement plan through either a
rights  offering to the holders of its Common Stock or the  distribution to such
holders of Warrants to purchase  additional  shares of Common Stock, each holder
of Series A  Preferred  Stock  whose  shares  were  accepted  by the Company for
exchange  pursuant to the Exchange Offer will be entitled to participate in such
rights  offering or  distribution  of Warrants on the basis of one  subscription
right or Warrant for each share of Series A  Preferred  Stock so  exchanged  for
Subordinated  Notes. The Company's Board of Directors has authorized  management
to develop a proposal for such a rights  offering or  distribution  of Warrants,
provided that, under the terms thereof,  Alvin Dworman,  Odyssey Partners,  L.P.
and East River  Partnership  B., who  currently own an aggregate of 50.8% of the
outstanding  shares of Common Stock,  will have the ability to avoid dilution of
their  aggregate  percentage  ownership  of the Common  Stock  outstanding  upon
consummation thereof. While the Company presently intends to effect such a plan,
there can be no assurance that such rights  offering or distribution of Warrants
plan will be effected or as to the terms and conditions thereof.

Conditions of the Exchange Offer.  The Company obtained the consent of Marine to
effect the Exchange Offer.  However,  there can be no assurance that Marine will
provide any approval  that may be requested by the Company in the future for the
payment in cash of any  installments  of interest or any prepayment of principal
and premium,  if any,  prior to the dates such cash  payments are required to be
made under the terms of the Subordinated Notes.

Acceptance  Results of the Exchange  Offer.  On December  28, 1998,  the Company
announced that it had completed its offer to exchange $25.94 principal amount of
its newly-authorized Subordinated Notes for each outstanding share of its Series
A  Preferred  Stock  properly  tendered  to, and  accepted  by,  the  Company in
accordance  with the provisions of the Exchange  Offer. At the expiration of the
Exchange  Offer on December 24, 1998,  415,273  shares of the Series A Preferred
Stock  (representing  approximately  29.7% of the  1,400,000  shares of Series A
Preferred Stock  outstanding  before the commencement of the Exchange Offer) had
been properly tendered and accepted by the Company for exchange.

The  Subordinated   Notes  will  carry  an  interest  rate  of  8%,   compounded
semi-annually,  for the first 36 months following their issuance.  The effective
date of the exchange was December 30, 1998.  During the quarter  ended  December
31, 1998, accrued interest expense,  in the amount of approximately $2 thousand,
was recognized for the one-day period from the effective date of the exchange to
the end of the quarter. During the quarter ended March 31, 1999 accrued interest
expense of approximately  $229,000 was recognized.  As a result of the tender of
415,273  shares of the  Company's  Series A Preferred  Stock,  the Company  will
recognize additional interest expense of approximately $497,000, $1,056,000, and
$1.134,000 for the fiscal years ended June 30, 1999 (approximately one-half year
from December 30, 1998 to June 30, 1999), 2000 and 2001, respectively.

Subsequent  Exchanges of Series A Preferred Stock.  Subsequent to the expiration
of the Exchange Offer, the Company accepted private requests for the exchange of
its Series A Preferred Stock from individuals  under terms identical to those of
the  Exchange  Offer.  As a  result,  32,950  shares of the  Company's  Series A
Preferred  Stock were  exchanged  during the quarter  ended March 31, 1999. As a
result of the exchange,  the Company's total Stockholder's Equity was reduced by
$806,000  and its  liabilities  increased  the same  amount  (composed  of a net
increase in  Increasing  Rate Junior  Subordinated  Notes due 2006 of  $837,000,
partially offset by a net decrease in other liabilities of $31,000).  Subsequent
to March  31,  1999,  an  additional  10,200  shares of the  Company's  Series A
Preferred  Stock will be exchanged  and reported in the  Consolidated  Financial
Statements of the Company during the quarter ending June 30, 1999



                                       13

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

3. Presentation of Interim Financial Statements

The  accompanying  unaudited  consolidated  financial  statements of the Company
include all  adjustments  which  management  believes are  necessary  for a fair
presentation of the Company's financial condition at March 31, 1999, the results
of its  operations  for the three and nine months  ended March 31, 1999 and 1998
and the  statements  of changes in  stockholders'  equity and cash flows for the
nine months ended March 31, 1999 and 1998. Adjustments are of a normal recurring
nature. These unaudited  consolidated financial statements have been prepared in
conformity with the accounting principles and practices in effect as of June 30,
1998, as set forth in the consolidated  financial  statements of RB Asset, Inc.,
at such date. These unaudited  consolidated  financial statements should be read
in conjunction with the audited  consolidated  financial statements of RB Asset,
Inc. as of June 30, 1998.

The consolidated financial statements include the accounts of RB Asset, Inc. and
its wholly-owned subsidiaries.  Intercompany balances and transactions have been
eliminated in  consolidation.  Due to the anticipated  short-term nature of such
investments,   investments  in  unconsolidated   real  estate  partnerships  are
generally  carried at cost,  subject to periodic  assessment  of net  realizable
value.   Losses  on  sales  or  dispositions  and  any  adjustments  related  to
redetermination of net realizable value are charged,  as real estate charge-offs
to operations of the current period.

In the opinion of management,  the accompanying unaudited consolidated financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary for a fair presentation of the Company's financial condition
as of March 31, 1999,  the results of  operations  for the three and nine months
ended March 31,  1999 and 1998,  and  changes in  stockholders'  equity and cash
flows for the nine months ended March 31, 1999 and 1998.

In preparing the consolidated  financial  statements,  management is required to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities  as of  the  dates  of  the  consolidated  statements  of  financial
condition  and   operations  for  the  period.   Material   estimates  that  are
particularly  susceptible to significant  change in the near-term  relate to the
determination  of the allowance  for possible  credit  losses,  the valuation of
investments in real estate for investment.

Management  believes that the  allowance for possible  credit losses is adequate
and that  other  real  estate  owned and real  estate  held for  investment  are
properly  valued.  While  management  uses  available  information  to establish
reserves,  future additions to the allowance or write downs of other real estate
owned or real estate held for  investment  may be necessary  based on changes in
economic conditions, as well as changes in management strategies.

Management  determines  the  appropriate   classification  of  debt  and  equity
securities  (collectively,  "marketable" securities) at the time of purchase and
reevaluates such  designation as of each balance sheet date.  Available-for-sale
securities are stated at estimated fair value, with unrealized gains and losses,
net of tax, reported in a separate  component of stockholders'  equity. The cost
of  marketable  securities  classified  as  available-for-sale  is adjusted  for
amortization of premiums and accretion of discounts to maturity,  or in the case
of mortgage-backed  securities,  over the estimated life of the security using a
method  approximating  the level yield method.  Such amortization is included in
interest  income  from  investments.  Interest  and  dividends  are  included in
interest  income from  investments.  Realized gains and losses,  and declines in
value judged to be other-than-temporary are included in net securities gains and
losses.  The cost of  securities  sold is based on the  specific  identification
method.  At March 31, 1999, the balance of stockholders'  equity included a $1.0
million    unrealized    loss   on   marketable    securities    classified   as
available-for-sale.

The provision for income taxes differs from the amount  computed by applying the
statutory  Federal income tax rate of 35% to the income (loss) before  provision
for income taxes primarily due to state and local income and franchise taxes and
limitations on the recognition of tax benefits of net operating losses. At March
31, 1999 the Company  reviewed its  potential  current and deferred  federal and
state tax  liabilities  in light of the  results of  operations  for the Company
since June 30, 1998. As a result of this analysis, the Company recognized income
tax expense in the amount of $118,000  during the quarter  ending March 31, 1999
and $432,000 for the nine months ending March 31, 1999.


                                       14

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

For the purpose of the statements of cash flows, cash equivalents are defined as
those amounts included in cash and due from banks and money market investments.

Certain  reclassifications  have  been  made to the  prior  years'  consolidated
financial statements to conform to the current year's presentation.


4. Commitments, Contingencies and Other

As of March 31, 1999,  the Company had  deferred tax assets that were  primarily
attributable  to NOLs,  an  allowance  for loan  losses  and  suspended  passive
activity  losses and  credits  which  were  partially  offset by a deferred  tax
liability  in  its  consolidated  financial  statements.  However,  a  valuation
allowance was set up equal to the amount of the difference between the tentative
deferred  tax  asset  and  the  tentative  deferred  tax  liability  due  to the
uncertainty  of the Company's  ability to utilize the deferred tax assets in the
future. Accordingly, neither a net overall asset nor a net overall liability was
reflected in the Company's consolidated financial statements.

Under current tax law, the Company's  ability to utilize certain tax benefits in
the future may be limited in the event of an  "ownership  change," as defined by
the Internal  Revenue Code Section 382 and the  regulations  thereunder.  In the
event that the  Reorganization in Note 1 is deemed to be an ownership change, or
if, transactions in the Company's capital stock subsequent to the Reorganization
result in an ownership change, the subsequent  utilization of net operating loss
carryforwards,  suspended  passive  activity  losses  and  credits,  alternative
minimum tax credit  carryforwards  and certain  other  built-in  losses would be
subject  to an annual  limitation  as  prescribed  by current  regulations.  The
application  of this  limitation  could have a material  effect on the Company's
ability to realize its deferred  tax assets.  The Company is of the view that no
ownership  change of the Company will be deemed to have  occurred as a result of
the Reorganization or otherwise.  However,  the application of Section 382 is in
many respects  uncertain.  In assessing the effects of prior transactions and of
the  Reorganization  under  Section  382,  the  Company has made  certain  legal
judgments  and certain  factual  assumptions.  The Company has not  requested or
received any rulings from the IRS with respect to the application of Section 382
to the  implementation  of the  Reorganization  and the IRS could  challenge the
Company's determinations.

In the normal course of the Company's  business,  there are outstanding  various
claims, commitments and contingent liabilities.  The Company also is involved in
various other legal  proceedings  which have occurred in the ordinary  course of
business. Management, based on discussions with legal counsel, believes that the
Company will not be materially  affected by the actions of any outstanding legal
proceedings.  However,  there can be no  assurance  that any  outstanding  legal
proceedings  will not be decided  adversely  to the  Company and have a material
adverse  effect on the financial  condition and the results of operations of the
Company.


5. Regulatory capital requirements

Prior to the reorganization of the Predecessor Bank into a Delaware corporation,
which was  completed on May 22,  1998,  the Banking  Department  had advised the
Predecessor Bank that the Predecessor Bank's minimum capital requirement, set at
$115 million in the NYSBD's approval of the Branch Sale and subsequently amended
to $106 million in May 1997, was to remain at $106 million until the Predecessor
Bank's final  dissolution,  unless the Banking  Department  shall  provide prior
approval of the Company's written request to amend the Company's minimum capital
requirement. So long as the Company's deposit accounts were insured by the FDIC,
as a  Federally-insured  state-chartered  bank,  the  Company  was  required  to
maintain  minimum levels of regulatory  capital.  Under those FDIC  regulations,
insured state-chartered banks were generally required to maintain (i) a ratio of
Tier 1 leverage  capital to total  assets of at least 4.0% to 5.0% (3.0% for the
most highly-rated banks) and (ii) a ratio of Tier 1 capital to risk weighted (as
defined by  regulation)  assets of at least 4.0% and a ratio of total capital to
risk weighted assets of at least 8.0%.

On October 31, 1996, the Company requested that the FDIC terminate its insurance
of accounts as a result of having  transferred  all of its remaining  non-retail
deposits and mortgage escrow accounts to other insured institutions or servicing
entities. On April 14, 1997, the Company received notice that the FDIC, as


                                       15

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

requested  by the  Company,  intended to terminate  the  Company's  status as an
insured state nonmember Bank on December 31, 1997.

Subsequent to the  termination  of the  Predecessor  Bank's status as an insured
nonmemeber bank by the FDIC and the  reorganization of the Predecessor Bank into
a  Delaware  corporation,  the  Company is no longer  subject to the  regulatory
capital requirements of either the FDIC or the Banking Department.


6. Comprehensive Income

As of July 1, 1998, the Company  adopted  Statement of Accounting  Standards No.
130, "Reporting  Comprehensive  Income " ("SFAS-130").  SFAS-130 establishes new
rules for the reporting and display of comprehensive  income and its components.
However,  the adoption of this  Statement has had no effect on the Company's net
income or stockholders' equity.  SFAS-130 requires unrealized gains or losses on
the  Company's  available-for-sale  securities,  which  prior to  adoption  were
reported   separately  in  shareholders'   equity,   to  be  included  in  other
comprehensive  income. Prior year financial statements have been reclassified to
conform to the requirements of SFAS-130.

During the three and nine  months  ended  March 31,  1999,  total  comprehensive
income(loss) was $(313) and $548, respectively. During the three and nine months
ended March 31, 1998, total comprehensive income (loss) was $(109) and $(1,741),
respectively.

The  following  table  describes  the  components  of  comprehensive  income and
accumulated comprehensive income for the dates indicated:

<TABLE>
<CAPTION>

Components of Comprehensive
Income (Unaudited):
                                                                    Three months ended March 31,
                                                                  1999                         1998
                                                        --------------------         --------------------

<S>                                                            <C>                            <C>       
Net income                                                      $       (54)                   $    (198)
Unrealized gains (losses)on securities                                 (259)                          89
                                                                -----------                   -----------
Comprehensive income                                            $      (313)                  $     (109)
                                                                ============                  ===========


                                                                     Nine months ended March 31,
                                                                   1999                         1998
                                                        --------------------         --------------------

Net income                                                       $      638                  $   (1,831)
Unrealized gains (losses) on securities                                 (90)                         90
                                                                -----------                   -----------
Comprehensive income                                             $      548                  $   (1,741)
                                                                 ===========                 ============


Components of Accumulated
Comprehensive Income:
                                                               (Unaudited)
                                                               March 31,                      June 30,
                                                                   1999                         1998

Unrealized losses on securities                                  $   (1,016)                  $     (926)
                                                                -----------                   -----------
Accumulated comprehensive income                                 $   (1,016)                  $     (926)
                                                                 ===========                  ===========
</TABLE>



                                       16

<PAGE>


                                 RB Asset, Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                             (dollars in thousands)
                                   (Unaudited)


7. Earnings per share

Earnings per share were based upon 7,100,000  weighted  average shares of Common
Stock  outstanding  during the three and nine  months  ended  March 31, 1999 and
1998,  respectively.  The  Company  had  no  securities  outstanding  that  were
convertible to common stock at March 31, 1999 or 1998.

In February 1997, the Financial  Accounting  Standards Board issued Statement of
Accounting  Standards  No. 128,  "Earnings  Per Share"  ("SFAS-128"),  which was
required  to be adopted on  December  31,  1997.  At that time,  the Company was
required to change the method it previously  used to compute  earnings per share
and to restate all prior periods.  Under the new  requirements of SFAS-128,  the
dilutive effect of stock options was excluded.  The  implementation  of SFAS-128
has not had any effect upon the Company's  reported  primary  earnings per share
for the three and nine month  periods  ended March 31, 1999 and 1998, or for the
fiscal years ended June 30, 1998, 1997 and 1996.


8. Legal Proceedings

An action  entitled  Strome  Global  Income Fund et al. v. River Bank America et
al., Index No. 605226198, was commenced against the Registrant, its predecessors
and certain of its current and former directors in New York State Supreme Court,
New York County on October 27, 1998. Plaintiffs are holders of the Company's 15%
non-cumulative perpetual preferred stock, Series A, and were formerly holders of
River Bank America 15% non-cumulative  perpetual  preferred stock, Series A. The
complaint alleges various claims for breach of contract,  fraudulent conveyance,
violations  of  Sections  604 and 605 of the New York  Banking  Law,  breach  of
fiduciary  duty and the duty of  disclosure  and ultra vires acts based upon the
reorganization  into  the  Registrant,   and  subsequent  dissolution,   of  the
Registrant's  predecessor,  River Bank America,  and an amendment  made to River
Bank America's certificate of designations for the preferred stock in connection
with the reorganization.  Among other things,  plaintiffs claim that as a result
of the  reorganization  and dissolution  they were entitled to receive a $25 per
share liquidation  payment, as well as unpaid dividends,  and were also entitled
to appraisal rights as dissenting shareholders. Plaintiffs seek judgment against
the defendants  for the  liquidation  payment,  other  unspecified  compensatory
damages,  avoidance  of the  transfer of assets  from River Bank  America to the
Registrant,  punitive damages and other relief. The Registrant believes that the
reorganization  and  dissolution of River Bank America was in the best interests
of all of the River Bank America  stockholders  and did not violate  plaintiffs'
rights as  preferred  stockholders  in any  respect  and  intends  to defend the
lawsuit vigorously.




                                       17

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations


Financial Condition:

At March 31, 1999 the consolidated assets of the Company totaled $175.8 million,
a decrease of $15.1 million, or 7.9% from June 30, 1998.

Real estate held for investment, net of accumulated depreciation,  declined $3.6
million, or 4.3%, from $82.8 million at June 30, 1998 to $ 79.2 million at March
31, 1999.  The decline in real estate held for  investment,  net of  accumulated
depreciation, at March 31, 1999 was attributable to gross sales of $3.0 million,
(for which gains of $909,000  were  recognized,  thereby  reducing  the recorded
value of the asset by $2.1  million),  depreciation  charges of $1.8 million and
transfers of $175,000  from real estate held for disposal,  partially  offset by
capitalized  additions of $116,000.  Of the $3.0 million in sales of real estate
held for  investment,  $2.3 million  related to a shopping center complex in New
York City for which a net gain in the amount of  $304,000  was  recognized,  and
$772,000  related to the sale of two  condominium  units at one of the Company's
multi-family  housing  projects  for which a gain in the amount of $604,000  was
recognized.

Real estate held for  disposal,  net of allowance  for fair market value reserve
under  Statement of Accounting  Standards  No. 121  (SFAS-121),  decreased  $1.6
million,  or 45.2%,  from $3.6 million at June 30, 1998 to $2.0 million at March
31, 1999. The decline in real estate held for disposal was attributable to gross
sales of $3.7 million (for which gains of $1.8 million were recognized,  thereby
reducing  the recorded  value of the asset by $1.9  million),  and  transfers of
$175,000 to real estate held for  investment,  partially  offset by  capitalized
additions of $408,000.  During the quarter ended  December 31, 1998, the Company
sold a  multi-car  parking  garage  adjacent to its office  complex  real estate
investment in Atlanta,  GA. The parking garage was sold for  approximately  $1.6
million  and  the  Company  recognized  a gain on that  sale  in the  amount  of
$523,000.  Sales of real estate held for  disposal  also  consisted of apartment
units sold from inventory held for disposal at June 30, 1998. Such sales totaled
$2.1 million  during the nine months  ended March 31,  1999,  for which gains of
$1.3 million were recognized  (thereby  reducing the recorded value of the asset
by $800,000),  partially offset by capitalized additions of $400,000. Offsetting
the effects of the sales on the book value of real estate held for disposal, net
at December 31, 1998 were  transfers  of  additional  apartment  units from real
estate  held  for  investment,   net  totaling  $1.0  million.  Apartment  units
transferred  into real estate  held for  disposal  during the nine months  ended
March 31, 1999 are expected to be sold within the next twelve months.

Total real estate loans  receivable,  net of the related  allowance for possible
credit losses  declined $5.3  million,  or 9.3%,  from $57.1 million at June 30,
1998 to $51.8 million at March 31, 1999. The $5.3 million decline in real estate
loans,  net, during the nine months ended March 31, 1999, was  attributable to a
decline  in loans  receivable,  secured  by real  estate of $5.0  million  and a
decline in loans sold with recourse, net of $1.8 million,  partially offset by a
decline in the related allowance for possible credit losses of $1.5 million.

The Company's loans secured by real estate  decreased by $5.0 million,  or 8.5%,
from $59.0 million at June 30, 1998 to $54.0  million at March 31, 1999.  During
the nine  months  ended  March  31,  1999,  the  Company  received  payments  in
satisfaction of $5.2 million in loans secured by real estate,  recognizing a net
loss of  $48,000.  This  decrease  in  loans  secured  by real  estate,  net was
partially  offset by $158,000 in loan  fundings  advanced  during the nine month
period.

The Company's loans sold with recourse, net decreased by $1.8 million, or 11.4%,
from $15.8 million,  at June 30, 1998 to $14.0 million at March 31, 1999. During
the nine months  ended March 31,  1999,  the Company  sold $1.7 million in loans
sold with recourse, net, which was partially offset by additional asset fundings
of $1.0 million. In addition,  $1.1 million in losses related to the asset sales
were charged against the allowance for possible credit losses,  thereby reducing
the remaining book value of loans sold with recourse,  net and the allowance for
possible credit losses by that amount.

The Company's  allowance for possible  credit losses related to loans secured by
real estate decreased by $1.5 million,  or 8.4%, from $17.7 million, at June 30,
1998 to $16.2 million at March 31, 1999. The decrease  resulted from  chargeoffs
of $1.3 million net of recoveries of $300,000 for asset disposition transactions
previously  provided  for at June 30,  1998.  In  addition,  the  allowance  for
possible  credit losses was reduced  during the nine months ended March 31, 1999
by  $500,000  when a junior  subordinated  participation  loan  secured  by real
estate,  that had been fully  reserved for at June 30, 1998, was repaid in full.
As a result of this


                                       18

<PAGE>



transaction,  the allowance  for possible  credit losses was reduced by $500,000
and a gain of $500,000 was  recognized.  The  Company's  allowance  for possible
credit losses is maintained at a level which management considers adequate based
on its periodic review of the Company's loans secured by real estate  portfolios
and certain individual loans, taking into consideration, among other things, the
likelihood of repayment,  the diversity of the borrowers,  the type of loan, the
quality of the collateral,  current market  conditions and the associated risks.
At March 31, 1999 and June 30, 1998,  the allowance  for possible  credit losses
was 30.0% of real estate loans.

Cash and due from banks increased by $2.3 million,  or 18.3%, from $12.5 million
at June 30, 1998 to $14.8 million at March 31, 1999.  Allocations  to restricted
cash,  scheduled  asset  fundings  and the payment of  operating  expenses  were
exceeded by the total operating revenues and asset sales proceeds,  resulting in
the increase in unrestricted cash during the nine months ended March 31, 1999.

At March 31, 1999, Marine had restricted a total of approximately  $11.7 million
in funds,  held on deposit at Marine, in accordance with the terms of the Branch
Sale and the Marine  Facility  agreements.  Marine had restricted  approximately
$19.6  million  at June  30,  1998.  Restricted  funds  held by  Marine  are not
available  to the  Company  for  settlements  of any  of the  Company's  current
obligations.  The  restricted  cash reserves arose from the sale of assets which
had served as primary or supplemental  collateral for the Marine  Facility.  The
restricted cash held by Marine is intended to serve as substitute collateral for
the  Marine  Facility,  until  such time as the  Marine  Facility  is reduced in
accordance  with the Company's  Asset  Management  Plan and the Marine  Facility
Agreements.  See comments  related to  repayments  of Borrowed  Funds during the
quarter ended March 31, 1999 in the second paragraph below and also in "Liqudity
and Capital Resources," below.

Commercial  and consumer  loans,  net of the related  allowance for loan losses,
totaled $8.0 million at March 31,  1999, a decrease of $100,000,  or 1.4%,  from
the June 30, 1998  balance of $8.1  million.  This  decrease was  primarily  the
result of the effects of normal  amortization and prepayment of individual loans
in the portfolio.

During the quarter ended March 31, 1999, the Company repaid advances from Marine
in the aggregate amount of $16.1 million.  Accordingly, the outstanding borrowed
funds balance declined $16.1 million,  or 23.4%,  from $68.8 million at June 30,
1998 to $52.7  million  at March 30,  1999.  Borrowed  funds  were  repaid  from
restricted  cash  balances,  previously  held at  Marine.  Following  the Marine
repayments, the Company has requested that Marine reactivate the Marine Facility
to provide the Company  with access to fundings to be secured by assets from new
lending and real estate  transactions.  The  Company has  requested  that Marine
provide  availability  up to the initial  amount of the Marine  Facility of $100
million, or approximately $50 million in availability under the Marine Facility.
Availability  under the Marine  Facility would be used, in combination  with the
restricted  and  unrestricted  cash of the  Company to invest in new lending and
real estate activities, subject to the prior approval of Marine.

During  the nine  months  ended  March  31,  1999,  total  stockholders'  equity
decreased by $10.4 million,  or 9.7% to $96.8  million,  as compared with $107.2
million at June 30, 1998.  This decrease was primarily due to the effects of the
Company's  Preferred  Stock Exchange Offer (the  "Exchange  Offer")  whereby the
Company  exchanged  448,223 shares of its 15%  non-cumulative  preferred stock,
Series A, for approximately $11.4 million in newly-issued Increasing Rate Junior
Subordinated  Notes due 2006 (see Note 2).  This  exchange  resulted in an $11.0
million  decline  in  stockholder's   equity.  This  $11.0  million  decline  in
stockholder's  equity and an additional $90,000 decline in stockholder's  equity
due to an  decrease in the  securities  valuation  account  (an  increase in the
allowance for unrealized losses on marketable  securities) at March 31, 1999, as
compared with June 30, 1998,  were partially  offset by the net income  recorded
for the nine months ended March 31, 1999 in the amount of $638,000.



                                       19

<PAGE>



The following  table  summarizes the calculation of the Company's book value per
share at March 31, 1999 and June 30, 1998 (dollars in thousands):

<TABLE>
<CAPTION>

                                                                       March 31,     June 30,
                                                                        1999           1998
                                                                 ----------------   ----------------


<S>                                                             <C>              <C>       
       Total stockholders' equity                               $     96,758     $  107,183

          Less: liquidation value of preferred stock
             ($25 per share issued and outstanding)                   23,794         35,000
                                                                ------------     ----------
       Net stockholders' equity                                 $     72,964     $   72,183
                                                                ============     ==========

       Total shares of Common Stock issued and
            outstanding                                            7,100,000      7,100,000
                                                                ============     ==========
       Book value per share                                     $      10.28     $    10.17
                                                                ============     ==========
</TABLE>



Results of Operations:

General. The Company reported net (loss) income attributable to common shares of
$(54,000),  or $(0.01) per share and $638,000, or $0.09 per share, for the three
and nine months  ended March 31,  1999,  respectively.  For the same  periods in
1998, the Company  reported net losses of $198,000,  or $0.03 per share and $1.8
million, or $0.26 per share, respectively.

The primary  reason for the increase in the Company's net operating  results for
the three  months  ended  March 31,  1999,  as  compared to the same three month
period in the previous year, was the recording of other property  income of $1.0
million in the three months ended March 31, 1999,  an increase of $1.9  million,
as compared  with a net loss from other  property  operations of $855,000 in the
same three month period of the previous year.

The primary  reason for the increase in the Company's net operating  results for
the nine months ended March 31, 1999,  as compared to the same nine month period
in the  previous  year,  was the  recording  of other  property  income  of $2.8
million,  in the nine months ended March 31, 1999,  an increase of $5.0 million,
as compared with a net loss from other property  operations of $2.2 million,  in
the same nine  month  period of the  previous  year.  Partially  offsetting  the
increases in other  property  income in the nine months ended March 31, 1999, as
compared with the same nine month period in 1998,  were  decreases in contingent
participation  revenues of $2.4 million to $1.0 million in the nine months ended
March 31, 1999, as compared to $3.4 million in the same nine month period of the
previous year.

Interest  expense also declined  $300,000 and $1.1 million in the three and nine
months ended March 31, 1999, respectively,  as compared with the same periods in
the previous year.  Interest expense declined from $1.5 million and $4.7 million
in the three and nine month periods ended March 31, 1998, respectively,  to $1.2
million  and $3.6  million  during the same three and nine month  periods of the
current year.

Other  expenses  also  declined  $600,000 and $1.7 million in the three and nine
months ended March 31, 1999, respectively,  as compared with the same periods in
the previous year. Other expenses declined from $1.7 million and $5.0 million in
the three and nine month  periods  ended March 31, 1998,  respectively,  to $1.1
million  and $3.3  million  during the same three and nine month  periods of the
current year.

Partially  offsetting the effects of increased other property income,  increased
contingent participation revenues and reduced interest and operating expenses on
the results of operations  reported for the nine months ended March 31, 1999, as
compared to the nine month period of the previous year,  were  reductions in net
rental  operations  and net  gains  on sales of  investment  securities  of $1.8
million.  Net rental  operations  declined  from $1.8  million in the nine month
period  ended March 31,  1998,  to $1.7 million in the same nine month period of
the current  year.  In  addition,  net gains on sales of  investment  securities
declined  from $1.7  million in the nine month period ended March 31, 1998 to $0
during the same nine month period in 1999.



                                       20

<PAGE>



Net Rental  Operations.  For the three months  ended March 31, 1999,  net rental
operations resulted in income of $617,000,  an increase of $324,000,  or 110.6%,
from $293,000 for the same three month period in the previous  year. The primary
reason for the  increase  in net rental  operations  income was the  increase in
rental  income of  $278,000  and  decrease  in  operating  expense of  $576,000,
partially  offset by an increase in  depreciation  expense  attributable to real
estate held for investment in excess of the amount recognized in the same period
of the previous year of $530,000.

For the three months ended March 31, 1999,  depreciation charges associated with
real estate held for  investment  were  $582,000,  an increase of  $530,000,  or
1,019.2%, as compared with depreciation charges associated with real estate held
for investment in the quarter ended March 31, 1998 of $52,000.  Under  SFAS-121,
the Company is required to depreciate  real estate held for investment  over the
estimated  useful life of the assets.  No depreciation  charges are made for the
portion  of  the  assets  attributable  to  land  values.  Of  the  $582,000  in
depreciation  charges  recorded  in the  three  months  ended  March  31,  1999,
approximately  $528,000 represents  depreciation of the capitalized costs of the
real estate held for investment (less land value) for four of the Company's five
real  estate  assets  from the  period  July 1,  1998,  to March 31,  1999.  The
remaining  $54,000 in  depreciation  charges  recorded  during the quarter ended
March 31, 1999 were for the fifth property, consistent with depreciation charges
taken in prior periods for that  property.  On May 22, 1998, as a consequence of
the Reorganization,  the Company was no longer subject to the categorization and
depreciation  regulations for investments in real estate  previously  imposed by
the Predecessor Bank's regulators.  Accordingly, on that date, the Company began
to record  depreciation  charges,  as required by SFAS-121,  for all real estate
held for investment,  net that had not been subject to  depreciation  charges in
prior periods.

For the nine months  ended March 31,  1999,  net rental  operations  resulted in
income of $1.7 million,  a decrease of $100,000,  or 3.7%, from $1.8 million for
the same nine month  period in the  previous  year.  The primary  reason for the
decline in net rental  operations  income was the recognition of $1.6 million in
depreciation  expense  attributable to real estate held for investment in excess
of the amount recognized in the same period of the previous year.  Excluding the
$1.6 million increase in depreciation  charges recorded in the nine months ended
March 31,  1999,  as compared  with the same nine months in the  previous  year,
income from rental  operations  increased  $1.5 million,  or 84.6%,  in the nine
months ended March 31, 1999 as compared to the nine months ended March 31, 1998.
This  increase was due to various,  individually  immaterial  operating  factors
affecting  aggregate  rental  income and expenses  within the  Company's  rental
properties.

Other Property Income (Expense).  Total other property income (expense) was $1.0
million for the quarter ended March 31, 1999,  an increase of $1.9  million,  as
compared  with a net loss of $855,000 in the quarter  ended March 31, 1998.  For
the quarter ended March 31, 1999, the $1.0 million in other property  income was
attributable  to the sale of $2.3  million of real  estate  held,  of which $2.1
million  related to units in a multi-family  apartment  complex in New York City
for which a net gain in the amount of $1.2 million was  recognized  and the sale
of a condominium unit at another of the Company's  multi-family housing projects
in New York City for  $276,000,  for which a gain in the amount of $251,000  was
recognized.   These  recorded  gains  were  partially   offset  by  $525,000  in
non-recurring   expenses   resulting  from  the  full  satisfaction  of  certain
liabilities  related to  operations  of a New York City  property  that had been
disposed of in prior periods.

Total other property income (expense) was $2.8 million for the nine months ended
March 31, 1999, an increase of $5.0 million, as compared with a net loss of $2.2
million in the nine  months  ended  March 31,  1998.  The $2.8  million in other
property income (expense) recorded in the nine month period ended March 31, 1999
was due to the $1.0 million in gains from sales of real estate  recorded  during
the quarter ended March 31, 1999  (described  above) and to the recognition of a
gain of $500,000,  in the quarter ended  September 30, 1998,  resulting from the
full satisfaction of a junior  subordinated  participation  loan secured by real
estate which had been fully  reserved for in prior  periods.  In addition,  $1.2
million related to sales in the New York City shopping center complex during the
first six months of the year.  The company also recorded a gain in the amount of
$106,000  related to the recovery of certain  sales  proceeds  related to a real
estate joint venture that had been fully written off in prior years.

For the nine months ended March 31, 1998,  the net loss of $2.2 million in other
property income was primarily  attributable to losses on the sale of real estate
in the amount of $1.1 million and write downs of




                                       21

<PAGE>



a real estate joint venture asset in the amount of $1.1 million. The loss on the
sale of real estate,  recorded in the quarter  ended  September  30,  1997,  was
primarily attributable to the sale of one real estate property with a book value
of $3.3 million, which resulted in a net loss of $932,000.

Interest  Income.  For the three  months ended March 31,  1999,  total  interest
income was $714,000, a decline of $361,000,  or 33.6%, from $1.1 million for the
same quarter in the previous year. Loan interest declined $354,000, or 37.5%, in
the  quarter  ended  March 31,  1999 as  compared  with the same  quarter in the
previous year due to reduced  average  balances for loan assets  resulting  from
dispositions and the effects of normal amortization and repayment activity.

For the nine  months  ended  March  31,  1999,  total  interest  income,  net of
provisions for possible credit losses,  was $2.4 million, a decline of $980,000,
or 28.7%, from $3.4 million for the same nine month period in the previous year.
Loan interest  declined $1.1 million,  or 36.3%,  in the nine month period ended
March 31, 1999 as compared  with the same nine month period in the previous year
due to reduced average balances for loan assets resulting from  dispositions and
the effects of normal amortization and repayment activity. Investment securities
interest  declined  $55,000 due to sales of securities.  The decline in interest
income from loan and  investment  assets was partially  offset by other interest
income,  which increased  $192,000 in the nine month period ended March 31, 1999
as compared  with the nine month period  ended March 31,  1998.  The increase in
other interest  income in the nine months ended March 31, 1999, as compared with
the same nine month period in the previous  year was  primarily due to increased
average cash balances in the quarter ended March 31, 1999,  partially  offset by
declines in the prevailing money market interest rates paid on those assets.

Contingent Participation Revenues. The Company realized contingent participation
revenues  of $1.0  million and $3.4  million in the nine months  ended March 31,
1999 and 1998,  respectively.  The Company may realize contingent  participation
income  when a loan  secured by real  estate's  underlying  collateral  property
achieves a level of predetermined  economic  performance  sufficient to activate
contingency  clauses in the loan agreement that allow the Company to share, on a
limited  basis,  in the economic  performance of the  collateral  property.  The
Company  recognizes  such revenues in the period when the loan is repaid and the
terms of all additional contingent payments are finalized.

Contingent  participation  revenues  of  $1.0  million  were  recognized  on one
subordinated  participation loan and one junior subordinated  participation loan
made to the same  borrower  with a combined  principal  balance of $1.3 million.
These loans were paid in full during the quarter  ended  September  30,  1998. A
portion of the subordinated participation loan and the junior participation loan
had  been  sold  to  Marine  on  June  28,  1996  and  the  junior  subordinated
participation  loan was fully reserved for on the Company's  books following the
Branch Sale. The full repayment of the junior  subordinated  participation  loan
resulted  in the  recognition  of an  additional  gain in the amount of $500,000
during  the  quarter  ended  September  30,  1998.  See "Other  Property  Income
(Expense)," above.

During the nine months ended March 31,  1998,  the Company  realized  contingent
loan  participation  fees  resulting   primarily  from  the  satisfaction  of  a
significant loan secured by real estate.  The loan agreement between the Company
and the borrower  provided for  supplemental  revenues to be paid to the Company
contingently  based upon the  operating  results of the  commercial  real estate
asset serving as collateral for the loan.

At March 31, 1999, the Company had a remaining contingent interest in two junior
subordinated  participation  loans in which the  Company  retains an interest of
approximately  $2.4 million in principal  amount,  which are fully  reserved for
(100%) by the Company.  All of such loans have been modified  since  origination
and are currently performing in accordance with their terms.

Interest  Expense.  During the three months  ended March 31,  1999,  the Company
recorded interest expenses in the amount of $1.2 million, a decline of $311,000,
or 20.8%, as compared with interest expenses of $1.5 million in the same quarter
of the previous year.  Interest expenses declined in the quarter ended March 31,
1999 as compared with the quarter ended March 31, 1998, primarily as a result of
lower  effective  rates paid by the Company.  During the quarter ended March 31,
1999,  the  Company's  effective  rate  paid was 5.9%  compared  to 8.2% for the
quarter ended March 31, 1998.



                                       22

<PAGE>



During the nine months  ended March 31,  1999,  the  Company  recorded  interest
expenses in the amount of $3.6 million, a decline of $1.1 million,  or 23.0%, as
compared with interest expenses of $4.7 million in the same nine month period of
the previous  year.  Interest  expenses  declined in the quarter ended March 31,
1999 as compared with the quarter ended March 31, 1998, primarily as a result of
declines in the average amount borrowed by the Company and lower effective rates
paid.  During the nine months  ended  March 31,  1999,  the Company  borrowed an
average of $68.8 million,  a decline of $5.5 million,  or 7.4%, as compared with
average borrowings of $74.3 million during the nine months ended March 31, 1998.
The decline in the  average  amount of borrowed  funds was  attributable  to the
repayment of outstanding  obligations which occurred in fiscal 1998 primarily as
a result of asset dispositions. During the nine months ended March 31, 1999, the
Company's  effective  rate paid was 6.6%  compared  to 7.2% for the nine  months
ended March 31, 1998.

Other  Expenses.  During the quarter ended March 31, 1999, the Company  recorded
total other  expenses in the amount of $1.1 million,  a decline of $597,000,  or
35.6%,  as compared  with other  expenses of $1.7 million in the same quarter of
the previous year. Other expenses  declined in the quarter ended March 31, 1999,
as compared  with the quarter  ended March 31,  1998,  primarily  as a result of
declines in salaries  and employee  benefits  expenses of $268,000 and legal and
professional fees of $348,000.

Salaries and employee  benefits  expense declined in the quarter ended March 31,
1999, as compared with the same period in the previous  year, as a result of the
continued  reduction of staff  employed by the Company.  At March 31, 1999,  the
Company employed one full time employee engaged in administrative duties.

During the nine months ended March 31, 1999,  the Company  recorded  total other
expenses in the amount of $3.3 million, a decline of $1.6 million,  or 33.1%, as
compared  with other  expenses of $5.0  million in the same nine month period of
the previous year. Other expenses  declined in the quarter ended March 31, 1999,
as compared  with the quarter  ended March 31,  1998,  primarily  as a result of
declines in salaries and employee  benefits  expenses and legal and professional
fees of $590,000 and $918,000, respectively.

Salaries and employee  benefits  expense declined in the nine months ended March
31, 1999, as compared with the same period in the previous  year, as a result of
the continued reduction of staff employed by the Company. At March 31, 1999, the
Company employed one full time employee engaged in administrative duties.

Legal and professional  fees expense decreased  $348,000,  or 50.1%, to $347,000
during the three months ended March 31, 1999 from $695,000 during the same three
month period in the  previous  year,  primarily as a result of the  reduction of
professional  fees incurred in connection with the  Reorganization  described in
Note 1. The Company recorded expenses of $232,000 in the quarter ended March 31,
1998 and $0 in the quarter ended March 31, 1999, for legal and professional fees
related to the Reorganization. In addition to this $232,000 reduction in accrued
professional   fees  related  to  the   Reorganization,   the  Company  incurred
approximately  $116,000 more in other  professional fees during the three months
ended  March  31,  1998  than in the  same  quarter  of the  current  year.  The
additional fees incurred  related to services such as actuarial  evaluations and
tax preparation.

Legal and  professional  fees  expense  decreased  $918,000,  or 45.9%,  to $1.1
million during the nine months ended March 31, 1999 from $2.0 million during the
same  nine  month  period in the  previous  year,  primarily  as a result of the
reduction of professional  fees incurred in connection  with the  Reorganization
described  in Note 1. The Company  recorded  expenses of  $916,000,  in the nine
months ended March 31, 1998 and $0 in the nine months ended March 31, 1999,  for
legal and professional fees associated with the Reorganization.

The Company engaged RB Management  Company,  LLC (the  "Management  Company") to
manage the  operations  of the  Company  after the Branch  Sale,  including  the
management and disposition of Company assets. The Management Company was a newly
formed,  privately-owned  entity controlled by Alvin Dworman,  who owns 39.0% of
the outstanding Common Stock of the Company.  During the quarter ended March 31,
1999, the Company accrued $630,000 in fees payable to the Management Company, of
which $13,000 related to fees incurred for the successful disposition of assets.
During the quarter ended March 31, 1998,  the Company  accrued  $792,000 in fees
payable to the Management  Company,  of which $156,000  related to fees incurred
for the successful disposition of assets.

During the nine months ended March 31, 1999, the Company accrued $2.0 million in
fees  payable  to the  Management  Company,  of which  $120,000  related to fees
incurred for the successful disposition of assets.


                                       23

<PAGE>



During the nine months ended March 31, 1998, the Company accrued $2.3 million in
fees  payable  to the  Management  Company,  of which  $297,000  related to fees
incurred for the successful disposition of assets. At March 31, 1999 the Company
had accrued fees payable to the Management  Company and its  affiliate,  Fintek,
Inc., aggregating approximately $732,000.

Other Income (Expense). The Company did not recognize any other income (expense)
in the three or nine months  ended March 31, 1999, a decrease of $1.7 million as
compared  with the same nine month  period of the  previous  year.  Other income
(expense) in the nine months ended March 31, 1998 was  primarily due to the $1.8
million recorded gain on sale of the Company's  largest preferred stock holding,
with a book value of approximately $5.0 million.

Provision for Income Taxes.  Statement of Financial Accounting Standards No. 109
(SFAS-109),  "Accounting for Income Taxes,"  requires the Company to recognize a
deferred  tax asset  relating  to the  unrecognized  benefit  for all  temporary
differences that will result in future tax deductions and for all unused NOL and
tax credit carryforwards, subject to, in certain circumstances, reduction of the
asset by a valuation allowance.  A valuation allowance is recorded if it is more
likely than not that some  portion or all of the  deferred tax asset will not be
realized  based on a review of available  evidence.  Realization of tax benefits
for deductible temporary differences and unused NOL and tax credit carryforwards
may  be  based  upon  the  future  reversals  of  existing   taxable   temporary
differences,  future taxable income exclusive of reversing temporary differences
and carryforwards,  taxable income in prior carryback years and, if appropriate,
from tax planning strategies.

The high  levels  of loan  charge-offs  and other  losses,  which  were  largely
responsible  for losses during prior  periods,  effectively  eliminated  federal
income tax  liability  for the three and nine month periods ended March 31, 1999
and 1998. The Company's  income tax provision  includes state and local taxes on
the  greater of  combined  entire net income,  combined  alternative  entire net
income or combined taxable assets.  Certain  subsidiaries  provide for state and
local  taxes on a  separate  company  basis on  income,  capital,  assets  or an
alternative minimum tax.

The provision for income taxes differs from the amount  computed by applying the
statutory  Federal income tax rate of 35% to the reported loss before  provision
for income taxes primarily due to state and local income and franchise taxes and
limitations on the recognition of tax benefits of net operating  losses.  During
the three and nine months  ended  March 31,  1999,  the  Company  recorded a net
provision  for income taxes of $118,000 and $432,000,  respectively.  During the
three and nine months ended March 31, 1998, the Company recorded a net provision
for income taxes of $125,000 and $226,000,  respectively. The increase in income
taxes  recorded  during the three and nine month periods ended March 31, 1999 as
compared  with the same  three and nine  month  periods  of the  previous  year,
primarily  reflects  the effects of  operations  and asset  dispositions  on its
current  state and local  income  tax  liabilities  at March 31,  1999 and 1998,
respectively.


Liquidity and Capital Resources

The Company must maintain sufficient  liquidity to meet its funding requirements
for scheduled debt  repayments,  operating  expenses  (including  current income
taxes  payable)  and for  development  costs  related  to  certain  real  estate
projects.

At March 31, 1999,  the Company had $52.7 million in borrowed  funds,  excluding
the Increasing Rate Junior  Subordinated  Notes due 2006. In connection with the
Branch Sale, the Company  obtained  financing with Marine  (Initial  Facilities)
totaling $89.8 million. At March 31, 1999, the remaining  outstanding balance of
the Initial  Facilities due to Marine was $50.6 million.  Borrowed Funds related
to Asset Sale  Transactions  amounted  to $2.1  million at March 31,  1999.  The
Company  actively  monitors  and  manages its cash  inflows  and  outflows in an
attempt to maximize payment of its debt obligations to Marine and to invest,  to
the extent possible, all cash balances.

Following the Marine repayments, described in more detail above, the Company has
requested that Marine reactivate the Marine Facility to provide the Company with
access to  fundings  to be secured by assets  from new  lending  and real estate
transactions.  The Company has requested that Marine provide  availability up to
the initial amount of the Marine Facility of $100 million,  or approximately $50
million in availability under



                                       24

<PAGE>



the Marine  Facility.  Availability  under the Marine Facility would be used, in
combination with the restricted and  unrestricted  cash of the Company to invest
in new  lending  and real estate  activities,  subject to the prior  approval of
Marine.

The  Company  seeks to maintain  liquidity  within a range of 5% to 10% of total
assets. Liquidity for this purpose is defined as unrestricted cash. At March 31,
1999, the Company's  liquidity ratio, as so defined,  amounted to 7.7% which was
within the targeted maintenance range.


Recent Accounting Developments

From time to time the  Financial  Accounting  Standards  Board  ("FASB")  adopts
accounting   standards   (generally  referred  to  as  Statements  of  Financial
Accounting  Standards,  or "SFASs") which set forth required  generally accepted
accounting  principles.  Set forth  below is a  description  of  certain  of the
accounting  standards  recently  adopted  by the  FASB  which  are  relevant  to
financial institutions such as the Company.

SFAS No. 130. As of July 1, 1998, the Company  adopted SFAS No. 130,  "Reporting
Comprehensive  Income "  ("SFAS-130").  SFAS-130  establishes  new rules for the
reporting and display of comprehensive  income and its components.  However, the
adoption  of this  Statement  has had no effect on the  Company's  net income or
stockholders'  equity.  SFAS-130  requires  unrealized  gains or  losses  on the
Company's  available-for-sale  securities, which prior to adoption were reported
separately  in  shareholders'  equity,  to be  included  in other  comprehensive
income.

SFAS No. 133. On June 15, 1998,  the FASB issued SFAS No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities" (SFAS-133). SFAS-133 is effective
for all fiscal  quarters  of all fiscal  years  beginning  after June 15,  1999.
SFAS-133  requires that all  derivative  instruments  be recorded on the balance
sheet at their fair value. Changes in the fair value of derivatives are recorded
each period in current  earnings or other  comprehensive  income,  depending  on
whether a derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction.  Management of the Company  anticipates that, due
to the Company's limited use of derivative instruments, the adoption of SFAS-133
will not have a significant effect on the Company's results of operations or its
financial condition.


Impact of Inflation

The consolidated  financial  statements and related  consolidated data presented
herein have been  prepared in  accordance  with  generally  accepted  accounting
principles,  which require the measurement of financial  positions and operating
results in terms of historical  dollars  without  considering the changes in the
relative  purchasing  power of dollars over time due to  inflation.  The primary
impact of inflation on the  operations  of the Company is reflected in increased
operating costs and increases in interest rates paid on borrowed funds. Over any
given  term,  however,  interest  rates  do not  necessarily  move  in the  same
direction or in the same magnitude as changes in prices for goods and services.


Impact of Year 2000

General  Description  of the Year 2000 Issue and the  Nature and  Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems. The Year 2000 issue
is the result of computer  programs  being  written using two digits rather than
four  digits  to define  the  applicable  year.  Any of the  Company's  computer
programs or hardware that have date-sensitive software or embedded computer chip
technology may recognize a date using "00" as the year 1900 rather than the Year
2000.  This  could  result  in  a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process transactions or engage in similar normal business activities.

The Company believes that  modifications to existing software and conversions to
new software, the Year 2000 issue will not pose significant operational problems
for its computer systems.  Further,  due to the limited number of assets managed
by the Company and the limited  scope of the  Company's  continuing  operations,
which could be managed and  accounted for by methods not relying on the computer
systems currently  employed by the Company,  if such modifications are not made,
or if such modifications and


                                       25

<PAGE>



conversions  are not  completed  in a  timely  manner,  the Year  2000  issue is
unlikely  to have a  material  impact on the  operations,  liquidity  or capital
resources  of  the  Company.   In  addition,   the  Company  believes  that  the
implementation of modifications to components of the building systems, affecting
the operations of its properties held as investments in real estate, is unlikely
to have a material affect on the operations,  liquidity or capital  resources of
the Company.

Status of Progress in Becoming  Year 2000  Compliant,  Including  Timetable  for
Completion of Each Remaining  Phase. The Company's plan to resolve the Year 2000
issue  involves  four  phases:  assessment,  and where  necessary,  remediation,
testing and implementation.

To date,  the Company has  completed an  assessment of all systems that could be
significantly  affected by the Year 2000.  The  Company's  completed  assessment
indicated  the need to modify or replace  portions  of its  software so that its
computer  systems will function  properly with respect to dates in the year 2000
and  thereafter.  Since the  Company's  accounting  software is  maintained  and
supported by a third party,  the total Year 2000 cost has been,  and is expected
to be, minimal.

In addition,  the Company has completed the assessment of all systems related to
the  operations  of its  properties  held as  investments  in real estate.  Such
assessments  were  performed to ensure that  remediation  of building  equipment
(such as security  systems and elevators) could be completed and tested prior to
the year 2000. The Company's completed  assessment  indicated the need to modify
or  replace  portions  of its  buildings'  systems so that  these  systems  will
function  properly  with respect to dates in the year 2000 and  thereafter.  All
necessary  remediation  is  expected  to be  completed  as an  integral  part of
regularly scheduled building maintenance and repair activities. As a result, the
cost of  such  remediation  is  expected  to be  immaterial  to the  operations,
liquidity or capital resources of the Company.

Nature and Level of Third Parties and their Exposure to the Year 2000 Issue. The
Company has queried its significant  suppliers and  subcontractors  that provide
accounting or information  processing services to the Company (external agents).
To date,  the Company is not aware of any external  agent with a Year 2000 issue
that would materially impact the Company's  results of operations,  liquidity or
capital resources. However, the Company has no means of absolutely ensuring that
external  agents  will be Year 2000 ready.  Due to the limited  number of assets
managed  by the  Company  and the  limited  scope  of the  Company's  continuing
operations,  which could be managed and  accounted for by methods not relying on
the computer systems and services currently provided by external agents employed
by the Company, if such modifications are not made, or if such modifications and
conversions  are not  completed  in a  timely  manner,  the Year  2000  issue is
unlikely  to have a  material  impact on the  operations,  liquidity  or capital
resources of the Company.

Contingency   Plans.  The  Company  has  contingency   plans  for  all  critical
applications and systems.  These contingency plans involve,  among other planned
actions,  the  use  of  alternative  manual  procedures,  the  temporary  use of
increased or alternative third party services and adjusting staffing strategies.

Risks Associated with Forward-Looking Statements

This  Form  10-Q,  together  with  other  statements  and  information  publicly
disseminated by the Company, contains certain forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934, as amended.  Such forward-
looking  statements  involve  known and unknown  risk,  uncertainties  and other
factors which may cause the actual  results,  performance or achievements of the
Company or industry results to be materially  different from any future results,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements.  Such  factors  include,  among  others,  the  following,  which are
discussed  in greater  detail in the "Risk  Factors"  section  of the  Company's
Registration   Statement  on  Form  S-4  (File  No.   333-386730  and  File  No.
333-386730-01)  filed  with the  Securities  and  Exchange  Commission  ("SEC"),
general economic  conditions,  which will among other things,  affect demand for
commercial and residential  properties,  availability  and credit  worthiness of
prospective tenants,  lease rents and the availability of financing:  difficulty
of locating suitable investments; competition; risks of real estate acquisition,
development,  construction  and  renovation;  vacancies  at existing  commercial
properties; dependence on rental income from real property; adverse consequences
of debt financing; risks of investments in debt instruments,  including possible
payment defaults and reductions in the value of collateral;  illiquidity of real
estate investments; lack of prior operating history; and other risks listed from
time to time in the  Company's  reports  filed with the SEC.  Therefore,  actual
results could differ materially from those projected in such statements.


                                       26

<PAGE>



PART II - OTHER INFORMATION


Item 1. Legal Proceedings


An action  entitled  Strome  Global  Income Fund et al. v. River Bank America et
al., Index No. 605226198, was commenced against the Registrant, its predecessors
and certain of its current and former directors in New York State Supreme Court,
New York County on October 27, 1998. Plaintiffs are holders of the Company's 15%
non-cumulative perpetual preferred stock, Series A, and were formerly holders of
River Bank America 15% non-cumulative  perpetual  preferred stock, Series A. The
complaint alleges various claims for breach of contract,  fraudulent conveyance,
violations  of  Sections  604 and 605 of the New York  Banking  Law,  breach  of
fiduciary  duty and the duty of  disclosure  and ultra vires acts based upon the
reorganization  into  the  Registrant,   and  subsequent  dissolution,   of  the
Registrant's  predecessor,  River Bank America,  and an amendment  made to River
Bank America's certificate of designations for the preferred stock in connection
with the reorganization.  Among other things,  plaintiffs claim that as a result
of the  reorganization  and dissolution  they were entitled to receive a $25 per
share liquidation  payment, as well as unpaid dividends,  and were also entitled
to appraisal rights as dissenting shareholders. Plaintiffs seek judgment against
the defendants  for the  liquidation  payment,  other  unspecified  compensatory
damages,  avoidance  of the  transfer of assets  from River Bank  America to the
Registrant,  punitive damages and other relief. The Registrant believes that the
reorganization  and  dissolution of River Bank America was in the best interests
of all of the River Bank America  stockholders  and did not violate  plaintiffs'
rights as  preferred  stockholders  in any  respect  and  intends  to defend the
lawsuit vigorously.


Item 2. Changes in Securities

Subsequent to the expiration of the Exchange Offer, the Company accepted private
requests for the exchange of its Series A Preferred Stock from individuals under
terms identical to those of the Exchange  Offer.  As a result,  32,950 shares of
the Company's  Series A Preferred Stock were exchanged  during the quarter ended
March 31, 1999. As a result of the exchange,  the Company's total  Stockholder's
Equity was reduced by $824,000  and its  liabilities  increased  the same amount
(composed of a net increase in  Increasing  Rate Junior  Subordinated  Notes due
2006 of $837,000,  partially  offset by a net decrease in other  liabilities  of
$13,000).  Subsequent  to March 31, 1999,  an  additional  14,200  shares of the
Company's Series A Preferred Stock will be accepted for exchange and reported in
the Consolidated  Financial  Statements of the Company during the quarter ending
June 30, 1999.


Item 3. Defaults Upon Senior Securities

None.


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

None.


Item 5. Other Information

None.


Item 6. Exhibits and Reports on Form 8-K

(a)       Exhibits

          27.1      Financial Data Schedule

(b)       Reports

          None.




                                       27

<PAGE>


SIGNATURES

Pursuant to the  requirements  of Section 13 of the  Securities  Exchange Act of
1934,  the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                  RB ASSET, INC.
                                   (Registrant)


Date: May 17,1999          By: /s/ Nelson L. Stephenson        
      -----------             -------------------------------
                              Nelson L. Stephenson
                              President and Chief Executive Officer (principal
                              executive and principal financial officer)







                                       28