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 December 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  Eighth 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  of the  Registrant's  Common  Stock,  $.01  par  value,
outstanding as of February 14, 2000 was  7,100,000.  The number of shares of the
Registrant's 15% Non-cumulative  Perpetual  Preferred Stock,  Series A, $.01 par
value, outstanding as of February 14, 2000, was 937,777.





<PAGE>





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

                                TABLE OF CONTENTS

<TABLE>

                                                                                                             PAGE
                                                                                                             ----
INDEX

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

            Item 1.   Financial Statements

                          Consolidated Statements of Financial Condition as of December 31,
                          1999 (unaudited) and June 30, 1999...................................................1

                          Consolidated Statements of Operations for the three and six months ended
                          December 31, 1999 and 1998 (unaudited)...............................................2

                          Consolidated Statements of Changes in Stockholders' Equity for the six
                          months ended December 31, 1999 and 1998 (unaudited) .................................3

                          Consolidated Statements of Cash Flows for the six months ended December
                          31, 1999 and 1998 (unaudited)........................................................4

                          Notes to the Consolidated Financial Statements ......................................6

            Item 2.   Management's Discussion and Analysis of Financial Condition
                      and the Results of Operations ..........................................................12
            Item 3.   Quantitative and Qualitative Disclosures About Market Risk..............................18

PART II.    OTHER INFORMATION

            Item 1.   Legal Proceedings ......................................................................19
            Item 2.   Changes in Securities ..................................................................20
            Item 3.   Defaults Upon Senior Securities ........................................................20
            Item 4.   Submission of Matters to a Vote of Securities Holders ..................................20
            Item 5.   Other Information ......................................................................20
            Item 6.   Exhibits and Reports on Form 8-K .......................................................20

SIGNATURE.....................................................................................................21

</TABLE>


                                       -i-

<PAGE>




PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

                                 RB ASSET, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       December 31, 1999 and June 30, 1999
                             (dollars in thousands)
<TABLE>
<CAPTION>

                                     Assets
                                                                              (Unaudited)
                                                                             December 31,          June 30,
                                                                                 1999               1999
                                                                             ------------          --------
<S>                                                                      <C>                   <C>
Real estate assets:
Real estate held for investment, net of accumulated
   depreciation of $4,388 and $3,264, respectively                       $          91,852     $         92,438

Real estate held for disposal                                                        2,040                2,040
      Allowance for fair market value reserve under SFAS-121                           (40)                 (40)
                                                                         -----------------    -----------------
           Total real estate held for disposal, net                                  2,000                2,000

Real estate loans receivable:
      Secured by real estate                                                        30,189               53,697
      Allowance for possible credit losses                                         (15,617)             (15,815)
                                                                         -----------------    -----------------
           Total loans receivable, net                                              14,572               37,882

Investments in joint ventures                                                        1,512                1,536
                                                                         -----------------    -----------------
     Total real estate assets                                                      109,936              133,856

Cash, due from banks and cash equivalents                                           15,207               14,780
Cash, due from banks - restricted                                                   36,852               13,355
Investment securities available for sale                                             1,125                1,294
Commercial and consumer loans                                                        9,111               10,314
  Allowance for possible credit losses                                              (1,215)              (2,340)
                                                                         -----------------    -----------------
Commercial and consumer loans, net                                                   7,896                7,974
Other assets                                                                         2,076                3,147
                                                                         -----------------    -----------------
        Total Assets                                                     $         173,092     $        174,406
                                                                         =================    =================

                      Liabilities and Stockholders' Equity

Increasing Rate Junior Subordinated Notes due 2006                       $          11,944     $         11,375
Borrowed funds                                                                      50,557               50,557
Other liabilities                                                                   14,732               15,957
                                                                         -----------------    -----------------
        Total Liabilities                                                           77,233               77,889
                                                                         -----------------    -----------------

Stockholders' equity:
15% non-cumulative perpetual preferred stock, series A par value $1,
liquidation value $25 (1,400,000 shares authorized, 937,777
issued and outstanding at December 31, 1999 and June 30, 1999)                         938                  938

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

Additional paid in capital                                                         100,439              100,439
Accumulated deficit                                                                (11,445)             (10,956)
Accumulated comprehensive income (loss)                                             (1,173)              (1,004)
                                                                         -----------------    -----------------
        Total Stockholders' Equity                                                  95,859               96,517
                                                                         -----------------    -----------------
Total Liabilities and Stockholders' Equity                               $         173,092     $        174,406
                                                                         =================    =================

</TABLE>

See notes to Consolidated Financial Statements



                                        1

<PAGE>




                                 RB ASSET, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    Three and Six Months Ended December 31,
                                 1999 and 1998
                  (dollars in thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                   Three months ended                     Six months ended
                                                                      December 31,                          December 31,
                                                            --------------------------------      --------------------------------
                                                                 1999             1998                 1999             1998
                                                            ---------------  ---------------      ---------------  ---------------
<S>                                                          <C>             <C>                  <C>              <C>
Revenue:
Rental revenue and operations:
         Rental income and other property revenue            $        3,763  $         3,743      $         7,794  $         7,513
         Property operating and maintenance expense                  (2,784)          (2,625)              (5,499)          (5,189)
         Depreciation - real estate held for investment                (569)            (608)              (1,140)          (1,185)
                                                            ---------------  ---------------      ---------------  ---------------
         Net rental operations                                          410              510                1,155            1,139

Other property income (expense):
         Net gain on sale of real estate                                994            1,243                  963            1,731
         Recovery of investments in real estate                          --              106                   --              106
                                                            ---------------  ---------------      ---------------  ---------------
      Total other property income (expense):                            994            1,349                  963            1,837

Other income:
      Interest income:
         Loans receivable                                               237              733                  807            1,373
         Money market investments and other                             174              126                  346              353
                                                            ---------------  ---------------      ---------------  ---------------
              Total interest income                                     411              859                1,153            1,726

      Gain on satisfaction of loan asset                                429               --                  429               --
      Realization of contingent participation revenues                   --               --                   --            1,000
                                                            ---------------  ---------------      ---------------  ---------------
     Total other income                                                 840              859                1,582            2,726
                                                            ---------------  ---------------      ---------------  ---------------
         Total revenues                                               2,244            2,718                3,700            5,702
                                                            ---------------  ---------------      ---------------  ---------------

Expenses:
   Interest expense:
         Increasing Rate Junior Subordinated Notes due 2006             291                2                  579                2
         Borrowed funds                                                 531              987                1,204            2,413
         Other                                                            2               29                   10               34
                                                            ---------------  ---------------      ---------------  ---------------
              Total interest expense                                    824            1,018                1,793            2,449

   Other expenses:
         Salaries and employee benefits                                  47               58                   99              108
         Legal and professional fees                                    340              569                  542              771
         Management fees                                                578              613                1,156            1,230
         Other                                                           90               73                  236              138
                                                            ---------------  ---------------      ---------------  ---------------
              Total other expenses                                    1,055            1,313                2,033            2,247

         Total expenses                                               1,879            2,331                3,826            4,696
                                                            ---------------  ---------------      ---------------  ---------------


Income (loss) before provision for income taxes                         365              387                (126)            1,006

Provision for income taxes                                              182              145                  363              314
                                                            ---------------  ---------------      ---------------  ---------------

Net income (loss)                                                       183              242                 (489)             692

Dividends declared on preferred stock                                    --               --                   --               --
                                                            ---------------  ---------------      ---------------  ---------------

Net (loss) income applicable to common stock                 $          183   $          242       $         (489)  $          692
                                                            ===============  ===============      ===============  ===============

Basic and diluted (loss) income per common share             $         0.03    $        0.03       $        (0.07)  $         0.10
                                                            ===============  ===============      ===============  ===============

</TABLE>


See notes to Consolidated Financial Statements


                                        2

<PAGE>




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

<TABLE>
<CAPTION>
                                                      Series A
                                                      Non-
                                                      cumu-
                                                      lative
                                                      Perpetual                Additional     Retained   Accumulated       Total
                                                      Preferred      Common      Paid-in      Earnings  Comprehensive  Stockholders'
                                                      Stock          Stock       Capital      (Deficit) Income (Loss)     Equity
                                                      ---------      ------    ----------     --------- -------------  ------------

<S>                                                     <C>          <C>        <C>            <C>           <C>          <C>
Balances at June 30, 1998                               $ 1,400      $7,100     $ 111,170      $(11,561)     $  (926)     $ 107,183

Net income for the six months
ended December 31, 1998                                      --          --            --           692           --            692

Preferred stock dividends payable                            --          --            --            --           --             --

Reduction in Stockholders' Equity
resulting from Preferred Stock
Exchange Offer (Note 2)                                    (415)         --        (9,751)           --           --        (10,166)

Change in comprehensive income
resulting from changes in unrealized
loss on securities available-for-sale                        --          --            --            --          169            169
                                                        -------      ------     ---------      --------      --------     ---------
Balances at December 31, 1998                           $   985      $7,100     $ 101,419      $(10,870)     $  (757)     $  97,877
                                                        =======      ======     =========      ========      =======      =========

Balances at June 30, 1999                               $   938      $7,100     $ 100,439      $(10,956)     $(1,004)     $  96,517

Net loss for the six months
ended December 31, 1999                                      --          --            --          (489)          --           (489)

Preferred stock dividends payable                            --          --            --            --           --             --

Change in comprehensive income
resulting from changes in unrealized
loss on securities available-for-sale                        --          --            --            --         (169)          (169)
                                                        -------      ------     ---------      --------      --------     ---------
Balances at December 31, 1999                           $   938      $7,100     $ 100,439      $(11,445)     $(1,173)     $  95,859
                                                        =======      ======     =========      ========      =======      =========
</TABLE>


See notes to Consolidated Financial Statements


                                        3

<PAGE>




                                 RB ASSET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       Six Months Ended December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                     Six months ended
                                                                                       December 31,
                                                                            ---------------------------------
                                                                                   1999             1998
                                                                            ----------------  ---------------
<S>                                                                           <C>               <C>
Operating Activities:
Cash flows (used in) provided by Operating Activities:
  Net (loss) income                                                           $         (489)   $         692
  Adjustments to reconcile net (loss) income to cash (used in) provided
   by operating activities:
      Recovery of real estate assets                                                      --             (106)
      Net gain on sale of real estate assets                                            (963)          (1,739)
      Net gain on satisfaction of loan assets                                           (429)              --
      Depreciation and amortization                                                    1,140            1,186
      Amortization of capitalized issuance costs and accretion of
        issuance discount - Increasing Rate Junior Subordinated Notes
        due 2006                                                                          82               --
  Change in operating assets and liabilities:
      Net decrease (increase) in accrued interest  receivable                            186               79
      Net (decrease) increase in accrued interest payable, net of
        accrued interest payable capitalized as additional principal -
        Increasing Rate Junior Subordinated Notes due 2006                               408             (100)
      Net (decrease) increase in accrued income taxes                                   (281)             407
      Net (decrease) increase in accrued expenses
            and other liabilities                                                       (944)             484
      Net (increase) decrease in prepaid expenses and other assets                       886             (575)
      Cash effect of increases in allowance for possible credit losses                    76              331
      Other                                                                               --               39
                                                                            ================  ===============
            Net cash (used in) provided by operating activities                         (328)             698
                                                                            ----------------  ---------------

Investing Activities:
Cash flows provided by Investing Activities:
  Repayment of loans secured by real estate, net                                      23,310            4,225
  Repayment of commercial and consumer loans                                             509               61
   Proceeds from partnership distributions - investments in joint ventures                24               --
   Proceeds related to sales of real estate held                                       1,472            6,105
 Additional fundings on real estate held for investment                               (1,063)            (309)
                                                                            ----------------  ---------------
            Net cash provided by investing activities                                 24,252           10,082
                                                                            ----------------  ---------------
</TABLE>


(Continued on next page)




See notes to Consolidated Financial Statements




                                        4

<PAGE>









                                 RB ASSET, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                       Six Months Ended December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

(Continued from previous page)

<TABLE>
<CAPTION>
                                                                                   Six months ended
                                                                                     December 31,
                                                                           --------------------------------
                                                                                 1999            1998
                                                                           ---------------- ---------------
<S>                                                                        <C>              <C>
Financing Activities:
Cash flows used in Financing Activities:
  Increase in restricted cash                                                       (23,497)         (8,962)
                                                                           ---------------- ---------------
            Net cash used in financing activities                                   (23,497)         (8,962)
                                                                           ---------------- ---------------

Net increase in cash, due from banks and cash equivalents                               427           1,818

Cash, due from banks and cash equivalents - June 30, 1999                            14,780          12,532
                                                                           ---------------- ---------------

Cash, due from banks and cash equivalents - December 31, 1999              $         15,207 $        14,350
                                                                           ================ ===============



Supplemental Disclosure of Cash Flow Information
Cash paid for:
      Interest                                                             $          1,792  $        2,546
      Federal, state and local taxes                                                    670             395

Supplemental Disclosure of Non-cash Transactions
Accrued interest capitalized as additional principal - Increasing Rate
Junior Subordinated Notes due 2006                                         $         487      $          --

</TABLE>






See notes to Consolidated Financial Statements



                                        5

<PAGE>


                                 RB ASSET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

1.  Organization and Formation of the Company

RB Asset,  Inc.  (the  "Company")  is a  Delaware  corporation  whose  principal
business  is the  management  of its real  estate  assets,  mortgage  loans  and
investment  securities,  under a business plan intended to maximize  shareholder
value.   As  a  result  of  the   completion   of   reorganization   steps  (the
"Reorganization")  in the fiscal year ended June 30, 1998, the Company succeeded
to the assets,  liabilities  and business of River Bank America ("River Bank" or
the "Predecessor  Bank").  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.  This
report is for the three months ended December 31, 1999.

On May 22, 1998, under a plan that was approved by its stockholders,  River Bank
completed its  Reorganization  into a Delaware  corporation named RB Asset, Inc.
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").

In connection with the  Reorganization,  on June 23, 1998, the Predecessor  Bank
was dissolved and its legal existence  terminated.  Upon such  dissolution,  the
capital stock of River Bank was canceled and the stock transfer records of River
Bank were closed. On that date, common and preferred  stockholders of River Bank
received shares of RB Asset, Inc. on a  share-for-share  basis so that RB Asset,
Inc. was owned by the same  stockholders,  in the same proportions,  as owned by
the Predecessor Bank on the record date. The transfer of assets, liabilities and
business of River Bank to RB Asset,  Inc.  was expected to qualify as a tax-free
reorganization under the Internal Revenue Code and, as such, the Company expects
that certain tax attributes of the Predecessor Bank have been preserved.

On June 28, 1996, the Predecessor  Bank had 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 HSBC
Bank USA ("HSBC"),  a banking corporation formerly known as Marine Midland Bank.
Following  consummation of the Branch Sale, all retail banking operations of the
Predecessor  Bank ceased.  Pursuant to the terms of the Branch  Agreement,  HSBC
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 parties other than HSBC, 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. See Note 11 to the Consolidated Financial Statements at June 30,
1999.

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 assets  retained  after the Branch Sale  primarily  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").  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 HSBC  Facility,  subsequent to June 28, 1996,  the  Predecessor
Bank and the Company have not originated a material amount of loans.




                                        6

<PAGE>


                                 RB ASSET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

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.

At the time of the closing of the Branch Sale,  the  Predecessor  Bank  obtained
from HSBC a loan facility  (the  "Facility")  consisting  of eleven  independent
mortgage  loans  with  additional   collateral,   in  an  aggregate   amount  of
approximately  $100.0  million.  The  Facility  has been  reduced  by  repayment
activity to $50.6 million at December 31, 1999.

The Company  has  requested  that HSBC  reactivate  the  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  HSBC  provide
availability  up to the initial  amount of the HSBC  Facility  of  approximately
$100.0 million,  or approximately  $50.0 million in availability  under the HSBC
Facility.  Availability  under the HSBC Facility  would be used, in  combination
with the  restricted  and  unrestricted  cash of the  Company  to  invest in new
lending, investment and real estate activities, subject to the prior approval of
HSBC  pursuant to a business  plan  intended to improve the future  earnings and
cash flow of the Company.

Subsequent  to  December  31, 1999 the Company  completed a  refinancing  of the
outstanding  balance  of the  existing  HSBC  Facility.  Under  the terms of the
refinancing the principal  balance was reduced to $49.5 million and the terms of
the refinancing  provide for amortization of the HSBC Facility over a term of 20
years and extended the maturity of the HSBC Facility  through December 2004. The
HSBC  Facility  will be  secured  by a first  lien  on two  properties,  certain
cooperative  shares and a cash collateral account in the amount of $7.5 million.
HSBC  retained the right to approve  declaration  or payment of dividends on the
Company's  Preferred  Stock as well as other capital  transactions.  Discussions
with respect to reactivating the HSBC Facility as described above continue.

The Predecessor Bank had previously received notice that the approvals necessary
to declare or pay dividends on the Predecessor  Bank's outstanding shares of 15%
noncumulative  perpetual  Preferred  Stock,  Series A, par value $1.00 per share
("Predecessor  Preferred  Stock")  would  not be  provided.  In June  1996,  the
Predecessor  Bank's Board of Directors  declared a Predecessor  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 HSBC (the Predecessor  Bank's and the
Company's  principal  lender).  Primarily as a result of the above,  neither the
Company's nor the  Predecessor  Bank's Board of Directors  have taken any action
regarding  a  quarterly  dividend  on the  Predecessor  Preferred  Stock  or the
Company's 15% noncumulative perpetual preferred stock, Series A, $1.00 par value
("Company  Preferred  Stock")  for  any  of the  quarterly  periods  ended  from
September 30, 1996 through December 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  Preferred Stock will continue to be
subject to the approval of HSBC for so long as the Facility remains outstanding.
The Company has received notice from HSBC that the approval necessary to declare
or pay  dividends  on the Company  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 Company  Preferred  Stock,  even if
permitted to do so by HSBC.


2.  Preferred Stock Exchange Offer

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.

The Subordinated  Notes carry an interest rate of 8%, compounded  semi-annually,
for the first 36 months following December 30, 1998, the date of their issuance.
As a result of the tender of 462,223 shares of the


                                       7

<PAGE>


                                 RB ASSET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)


Company's Series A Preferred Stock in exchange for the  Subordinated  Notes, the
Company  assumed the obligation for the payment of interest on the  Subordinated
Notes.  During  the  quarter  ended  December  31,  1999 and 1998,  the  Company
recognized  accrued interest  expense related to the  Subordinated  Notes in the
amount of approximately $291 thousand and $2 thousand, respectively.  During the
six months ended  December  31, 1999 and 1998,  the Company  recognized  accrued
interest   expense  related  to  the   Subordinated   Notes  in  the  amount  of
approximately $579 thousand and $2 thousand, respectively.

For a further discussion of the Exchange Offer see the Notes to the Consolidated
Financial  Statements  of the Company on Form 10-Q dated  December  31, 1998 and
Form 10-K dated June 30, 1999.


3.  Presentation of Interim Financial Statements

The  accompanying  unaudited  consolidated  financial  statements of the Company
include  all  adjustments  which  management   believes  necessary  for  a  fair
presentation  of the  Company's  financial  condition at December 31, 1999,  the
results of its  operations  for the three and six months ended December 31, 1999
and 1998 and the  statements of changes in  stockholders'  equity and cash flows
for the six months ended December 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 December 31, 1999, 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, 1999.

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,  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 period in
which such charges occurred.

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 position
as of December 31, 1999,  the results of operations for the three and six months
ended December 31, 1999 and 1998, and changes in  stockholders'  equity and cash
flows for the six months ended December 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 and the valuation of
investments in real estate.

Management  believes that the  allowance for possible  credit losses is adequate
and that loans  secured by real estate 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.   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


                                       8

<PAGE>


                                 RB ASSET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)


are included in net securities gains and losses.  The cost of securities sold is
based on the specific  identification  method. At December 31, 1999, the balance
of  stockholders'  equity  included a cumulative  $1,173,000  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
December  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,  1999.  As a  result  of this  analysis,  the  Company
recognized  income tax  expense in the amount of  $182,000,  during the  quarter
ending December 31, 1999.

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  year  consolidated
financial statements to conform to the current year presentation.


4.  Commitments, Contingencies and Other

At December  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 were to be 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  tax
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. See Note 7.


                                       9

<PAGE>


                                 RB ASSET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)

5.  Earnings per share

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


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 months ended  December 31, 1999 and 1998,  total  comprehensive
(loss)  income was $161 and $523,  respectively.  During  the six  months  ended
December 31, 1999 and 1998,  total  comprehensive  (loss)  income was $(658) and
$861,   respectively.   The  following   table   describes  the   components  of
comprehensive  income  and  accumulated   comprehensive  income  for  the  dates
indicated:

<TABLE>
<CAPTION>

         Components of Comprehensive Income (Loss)
         (Unaudited):
                                                                      Three months ended December 31,
                                                                        1999                     1998
                                                                  -----------------        ----------------
<S>                                                               <C>                      <C>
         Net (loss) income                                        $             183        $            242
         Unrealized losses on securities                                        (22)                    281
                                                                  -----------------        ----------------
         Comprehensive (loss) income                              $             161        $            523
                                                                  =================        ================

                                                                       Six months ended December 31,
                                                                        1999                     1998
                                                                  -----------------        ----------------

         Net (loss) income                                        $            (489)       $           692
         Unrealized losses on securities                                       (169)                   169
                                                                  -----------------        ----------------
         Comprehensive (loss) income                              $            (658)       $           861
                                                                  =================        ================

         Components of Accumulated Comprehensive
         Income (Unaudited):
                                                                    December 31,             December 31,
                                                                        1999                     1998

                                                                  -----------------        ----------------

         Unrealized losses on securities                          $          (1,173)       $           (757)
                                                                  -----------------        ----------------
         Accumulated comprehensive income (loss)                  $          (1,173)       $           (757)
                                                                  =================        ================
</TABLE>


                                       10


<PAGE>


                                 RB ASSET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 1999
                             (dollars in thousands)
                                   (Unaudited)


7.  Legal Proceedings

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.

By letter,  dated May 22,  1998,  counsel for  certain  holders of shares of the
Company  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 Predecessor Preferred Stock by failing to
provide for the payment to the holders of the Predecessor 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 Predecessor Preferred Stock following approval
and  finalization  of the sale of certain of its branches and assets to HSBC and
(iv) constituted a breach of duty owed by River Bank's Board of Directors to the
holders of the Predecessor 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 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
Company   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. Such proposal was not acceptable
to such holders and, on October 27, 1998, 11 holders of Company  Preferred Stock
who claim to beneficially own, in the aggregate,  849,000 shares  (approximately
60.6% of the then outstanding shares) of Company 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  Predecessor  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 to
vigorously oppose the Action. Consequently, the Company and the other defendants
responded to the Action by filing a motion to dismiss on December 21, 1998 which
was argued before the court on March 23, 1999.  The court issued its decision on
December 2, 1999.  The court granted in part the Company's  motion and dismissed
the causes of action based upon fraudulent conveyance, breach of fiduciary duty,
breach of duty of  disclosure  and ultra vires acts and ordered the remainder of
the Action to continue. The parties are proceeding with discovery.


                                       11

<PAGE>



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

Financial Condition:

At December 31, 1999,  the  consolidated  assets of the Company  totaled  $173.1
million, a decrease of $1.3 million,  or 0.75%, as compared with total assets at
June 30, 1999.

Real estate  held for  investment,  net of  accumulated  depreciation,  declined
$586,000,  or 0.63%,  from $92.4  million at June 30,  1999 to $91.9  million at
December  31,  1999.  The  decline in real estate  held for  investment,  net of
accumulated  depreciation  at December 31, 1999 as compared  with the balance at
June 30, 1999, was primarily attributable to depreciation charges of $569,000.

Real estate held for  disposal,  net of allowance  for fair market value reserve
under Statement of Accounting  Standards No. 121 (SFAS-121),  remained unchanged
at  December  31, 1999 from the balance of $2.0  million at June 30,  1999.  The
balance  categorized  as real estate held for  disposal at December 31, 1999 are
apartment units which are expected to be sold within the next twelve months.

Total loans  secured by real estate,  net of the related  allowance for possible
credit losses, declined $23.5 million, or 61.53%, from $37.9 million at June 30,
1999 to $14.6 million at December 31, 1999.  The $23.5  million  decline in real
estate loans,  net, during the six months ended December 31, 1999, was primarily
attributable  to the full  satisfaction  of three loans  secured by real estate,
totaling $23.2 million and the effects of normal scheduled principal repayments,
partially  offset by a decline in the  related  allowance  for  possible  credit
losses of $198,000.

The Company's  allowance for possible  credit losses related to loans secured by
real estate  decreased by $198,000,  or 1.25%,  from $15.8 million,  at June 30,
1999 to  $15.6  million  at  December  31,  1999.  The  decrease  resulted  from
chargeoffs for asset disposition  transactions  previously  provided for at June
30, 1999. 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 December 31, 1999, the
allowance for possible  credit losses was 51.7% of real estate loans as compared
to 29.5% at June 30, 1999.

Cash, due from banks and cash equivalents  increased by $427,000, or 2.89%, from
$14.8  million at June 30, 1999 to $15.2  million at December  31,  1999.  Total
operating  revenues and available  asset sales  proceeds  exceeded  additions to
restricted cash, scheduled asset fundings and the payment of operating expenses,
resulting  in the  increase in  unrestricted  cash  during the six months  ended
December 31, 1999.

At December 31, 1999, HSBC had restricted a total of approximately $36.9 million
in funds,  held on deposit at HSBC, in  accordance  with the terms of the Branch
Sale and the  Facility  agreements.  HSBC  had  restricted  approximately  $13.4
million at June 30, 1999. Restricted funds held by HSBC 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 HSBC Facility.  The restricted cash
held by HSBC  is  intended  to  serve  as  substitute  collateral  for the  HSBC
Facility, until such time as the HSBC Facility is reduced in accordance with the
Company's Asset Management Plan and the HSBC Facility Agreements. See "Liquidity
and Capital Resources," below.

Commercial  and consumer  loans,  net of the related  allowance for loan losses,
totaled $7.9 million at December 31, 1999, a decrease of $80,000, or 1.00%, from
the June 30,  1999  amount.  This  decrease  was  primarily  the  result  of the
satisfaction  of a single  non-performing  loan for a combination of cash and an
irrevocable letter of credit totaling $1.5 million in the quarter ended December
31, 1999 and the effects of normal  amortization  and  repayment  of  individual
loans in the portfolio.  The  irrevocable  letter of credit  received was in the
amount of $1 million, which bears interest at a rate of 8%, and will be redeemed
for cash in $500,000 increments in December 2000 and December 2001. Prior to the
satisfaction  of this  non-performing  loan,  the carrying value of the loan was
$1.1 million,  net of a specific  reserve of $1.1  million.  As a result of this
$1.5  million  satisfaction,   the  Company  reduced  its  recorded  balance  in
commercial  and  consumer  loans by a net $1.2  million  and its  allowance  for
possible credit losses related to commercial and consumer loans by $1.1 million.
In addition, as a result of this transaction, the Company recorded a gain on the
satisfaction of loan assets in the amount of $429,000.


                                       12

<PAGE>



Other liabilities totaled $14.7 million at December 31, 1999, a decrease of $1.2
million,  or 7.68%,  from the June 30, 1999  balance of $16.0  million.  The net
decrease in other liabilities  during the six months ended December 31, 1999 was
primarily the result of payments made to service  providers and to  governmental
authorities, for state income and franchise taxes, in excess of required expense
and  liability  accruals  for  the  six  month  period.  The  decline  in  other
liabilities over this six month period is consistent with a general reduction in
other operating  expenses incurred by the Company.  See "Results of Operations,"
below.

During the six months  ended  December  31,  1999,  total  stockholders'  equity
decreased  by  $658,000,  or 0.68%,  to $95.9  million,  as compared  with $96.5
million at June 30, 1999. This decrease was due to the net loss recorded for the
six months  ended  December 31, 1999 in the amount of $489,000 and a decrease in
the securities  valuation account (allowance for unrealized losses on marketable
securities) of $169,000.

The following  table  summarizes the calculation of the Company's book value per
share at December 31, 1999 and June 30, 1999.

<TABLE>

                                                          December 31,                June 30,
                                                              1999                      1999
                                                        -----------------         ----------------
<S>                                                     <C>                       <C>
Total stockholders' equity                              $      95,859,000         $     96,517,000

   Less: liquidation value of preferred stock
      ($25 per share issued and outstanding)                   23,444,000               23,444,000
                                                        -----------------         ----------------
Net stockholders' equity                                $      72,415,000         $     73,073,000
                                                        =================         ================

Total shares of Common Stock issued and
     outstanding                                                7,100,000                7,100,000
                                                        =================         ================

     Book value per share                               $           10.20         $          10.30
                                                        =================         ================

</TABLE>

Results of Operations:

General.  The  Company  reported  net income  attributable  to common  shares of
$183,000,  or $0.03 per basic and  diluted  share,  for the three  months  ended
December 31, 1999, a decrease of $59,000,  or 24.38%,  compared  with net income
attributable  to common  shares of $242,000,  or $0.03 per share,  for the three
month  period  ended  December  31,  1998.  The  Company  reported  a  net  loss
attributable  to common  shares of  $489,000,  or $(0.07)  per basic and diluted
share, for the six months ended December 31, 1999, a decrease of $1.2 million as
compared with net income attributable to common shares of $692,000, or $0.10 per
share, for the six month period ended December 31, 1998.

The primary  reason for the decrease in the Company's net operating  results for
the quarter  ended  December  31,  1999,  as compared to the same quarter in the
previous year, were a decline of total interest  income of $448,000,  or 52.15%,
the effects of reduced sales gains on  dispositions of real estate held for sale
which declined $355,000,  or 26.32%, and a reduction of $100,000,  or 19.61%, in
net revenues from rental  operations.  Partially  offsetting these reductions in
recorded  income during the quarter ended  December 31, 1999, as compared to the
same  period in the  previous  year,  were  reductions  in  interest  expense of
$194,000, or 19.06%, a reduction in other expenses of $258,000, or 19.65%.

The primary  reason for the decrease in the Company's net operating  results for
the six months ended  December  31, 1999,  as compared to the same six months in
the  previous  year,  was due to the  positive  income  effects of  nonrecurring
transactions in the six months ended  September 30, 1998,  which resulted in the
recording of gains on asset sales and loan participations totaling $1.0 million.
During the six months  ended  December  31, 1998,  the Company  recognized  $1.0
million in contingent loan participation  revenues.  During the six months ended
December 31, 1999,  the Company  recognized  no  contingent  loan  participation
revenues.




                                       13

<PAGE>


In  addition  to the  $1.0  million  in  positive  effects  of the  nonrecurring
transactions  on income in the six months ended  December 31, 1998,  as compared
with the same six month period in 1999, other property income (expense) declined
$874,000, or 47.58%, from $1.8 million in the six months ended December 31, 1998
to $963,000 in the six months  ended  December 31,  1999,  and  interest  income
declined $573,000, or 33.20%, from $1.7 million in the six months ended December
31, 1998 to $1.2 million in the six months ended December 31, 1999.

Partially  offsetting  the  decreases in income cited above,  for the six months
ended  December  31,  1999,  as  compared  to the same six  month  period of the
previous year, was a reduction in interest expense of $656,000,  or 26.79%,  and
other operating expenses of $214,000,  or 9.52%.  Interest expense declined from
$2.5  million in the six months ended  December 31, 1999 to $1.8 million  during
the same six month period of the current year. Other expenses declined from $2.2
million in the six months ended  December  31, 1999 to $2.0  million  during the
same six month period of the current year.

Net Rental Operations.  For the three months ended December 31, 1999, net rental
operations  resulted in income of $410,000,  a decrease of $100,000,  or 19.61%,
from $510,000 for the same three month period in the previous  year. For the six
months  ended  December 31, 1999,  net rental  operations  resulted in income of
$1.16  million,  an increase of $16,000 from the $1.14 million  recorded for the
same six month period in the previous year. The decrease in net rental operating
revenue for the three month period  ended  December 31, 1999 and the increase in
the income  recorded from net rental  operations  for the six month period ended
December 31, 1999, as compared with the same periods in the previous year,  were
due to various,  individually  immaterial  operating factors affecting aggregate
rental income and expenses within the Company's rental properties.

Other Property  Income/Expense.  Net gain on sale of real estate of $994,000 was
recorded for the quarter  ended  December  31, 1999, a decrease of $355,000,  or
26.32%,  as  compared  with net  income of $1.3  million  in the  quarter  ended
December 31, 1998.  For the quarter  ended  December 31, 1999,  the $994,000 net
gain was attributable to sales of apartment units in the amount of $1.5 million,
for which a gain was recognized.

For the quarter ended December 31, 1998, the $1.2 million of net gain on sale of
real  estate  was  primarily  attributable  to the sale of $2.7  million of real
estate held for  investment,  of which $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,  $496,000  related to the sale of a  condominium  unit at one of the
Company's  multi-family  housing  projects  for  which a gain in the  amount  of
$354,000 was recognized,  and the sale of a multi-car parking garage adjacent to
the  Company's  office  complex  real  estate  investment  in  Atlanta,  GA  for
approximately  $1.7  million for which a gain of  $523,000  was  recognized.  In
addition,  during the three months ended December 31, 1998, the Company 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.

Total other  property  income  (expense)  was  $963,000 for the six months ended
December 31, 1999, a decrease of  $874,000,  or 47.58%,  as compared  with a net
gain of $1.8  million in the six months ended  December  31, 1998.  The $963,000
other property  income  (expense)  recorded during the six months ended December
31, 1999 was primarily due to the apartment unit sales  completed in the quarter
ended December 31, 1999, described above.

The $1.8 million in other property  income  (expense)  recorded in the six month
period  ended  December 31, 1998 was due to the $1.2 million in gains from sales
of real estate  recorded  during the quarter ended December 31, 1998  (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,  during the three  months  ended
December 31, 1998, the Company 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.

Interest  Income.  For the three months ended December 31, 1999,  total interest
income was $411,000,  a decline of $448,000,  or 52.15%,  from $859,000 recorded
for the same quarter in the previous year. Loan interest declined  $496,000,  or
67.67%, from $733,000 in the quarter ended December 31, 1998 to $237,000 for the
same quarter in the current year. This decline in loan interest  expense was due
to reduced average balances for loan assets resulting from satisfactions and the
effects of normal amortization and repayment activity.



                                       14

<PAGE>




Partially  offsetting  the decline in loan  interest  income in the three months
ended  December  31, 1999,  as compared  with the same three month period in the
previous year, was an increase in other interest income to $174,000, an increase
of $48,000,  or 38.10%,  in the quarter ended December 31, 1999 as compared with
other  interest  income of $126,000  recorded in the quarter ended  December 31,
1998.  The  increase  in other  interest  income was due to an  increase  in the
average balance of funds held in  interest-bearing  money market accounts during
the quarter  ended  December  31, 1999 as compared  with the same quarter in the
previous  year.  Partially  offsetting  this increase in the average  balance in
interest bearing accounts during the quarter ended December 31, 1999 as compared
with the same quarter in the previous  year, was a decrease in the interest rate
on these  assets  primarily  due to the effects of a  renegotiation  of the HSBC
Facility  agreement which occurred in the quarter ended December 31, 1998. Under
the  renegotiated  agreement,  funds  held on  deposit  at HSBC no  longer  earn
interest income,  but are, instead,  now used to reduce the interest expense for
funds borrowed from HSBC under the Facility. See "Interest Expense," below.

For the six months ended December 31, 1999, loan interest income was $807,000, a
decline of  $566,000,  or 41.22%,  to $1.4  million for the same  quarter in the
previous  year.  The  $566,000  decline in loan  interest in the  quarter  ended
December 31, 1999, as compared with the same quarter in the previous  year,  was
primarily due to reduced average  balances for performing loan assets  resulting
from  satisfactions  and  the  effects  of  normal  amortization  and  repayment
activity.

Contingent  Loan  Participation   Revenues.   The  Company  realized  contingent
participation  revenues of $0 and $1.0 million in the six months ended  December
31, 1999 and 1998,  respectively.  During the quarter ended  September 30, 1998,
contingent  loan  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 HSBC 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.

At December 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.

Net Gain on the  Satisfaction of Loan Assets.  The Company  recognized a gain on
the  satisfaction of loan assets in the amount of $429,000 for the three and six
months ended  December 31, 1999.  The Company did not recognize any gains on the
satisfaction  of loan  assets  for the same  three and six month  periods of the
previous year. The net gain on the satisfaction of loan assets was the result of
a single non-performing loan for a combination of cash and an irrevocable letter
of credit  totaling  $1.5 million in the quarter  ended  December 31, 1999.  The
irrevocable  letter of credit  received  was in the amount of $1 million,  which
bears  interest  at a rate of 8%,  and will be  redeemed  for  cash in  $500,000
increments in December 2000 and December 2001. Prior to the satisfaction of this
non-performing  loan, the carrying value of the loan was $1.1 million,  net of a
specific reserve of $1.1 million. As a result of this $1.5 million satisfaction,
the Company  reduced its recorded  balance in commercial and consumer loans by a
net $1.2  million  and its  allowance  for  possible  credit  losses  related to
commercial and consumer loans by $1.1 million.

Interest  Expense.  During the three months ended December 31, 1999, the Company
recorded interest expenses in the amount of $824,000, a decline of $194,000,  or
19.06%,  as compared with interest  expenses of $1.0 million in the same quarter
of the previous year. Interest expense for borrowed funds declined $456,000,  or
46.20%, from $987,000 in the quarter ended December 31, 1998 to $531,000 for the
same quarter in the current year.  This decline in interest  expense on borrowed
funds was partially offset by the recognition of $291,000 in interest expense in
the quarter  ended  December 31, 1999 related to the Company's  Increasing  Rate
Junior  Subordinated Notes due 2006, which were initially issued on December 30,
1998.

During the six months ended  December 31, 1999,  the Company  recorded  interest
expense in the amount of $1.8  million,  a decline of  $656,000,  or 26.79%,  as
compared with  interest  expense of $2.4 million in the same six month period of
the previous year. Interest expense for borrowed funds declined $1.2 million, or
50.10%,  from $2.4 million recorded in the six months ended December 31, 1998 to
$1.2  million  recorded in the same


                                       15

<PAGE>



six month  period of the  current  year.  This  decline in  interest  expense on
borrowed funds was partially  offset by the  recognition of $579,000 in interest
expense in the six months  ended  December  31,  1999  related to the  Company's
Increasing Rate Junior  Subordinated Notes due 2006, which were initially issued
on December 30, 1998.

The decline in interest expense paid on borrowed funds declined in the three and
six months  ended  December 31,  1999,  as compared  with the same three and six
month periods ended  December 31, 1998 was the result of declines in the average
amount  borrowed by the Company from HSBC and  reductions  in the interest  rate
paid by the  Company on  borrowed  funds,  under the  renegotiated  terms of the
Facility.

During the three and six months ended December 31, 1999, the Company borrowed an
average of $50.6  million,  a decline of $18.2 million,  or 26.45%,  as compared
with average  borrowings  of $68.8  million  during the same three and six month
periods ended  December 31, 1998.  The decline in the average amount of borrowed
funds  was  attributable  to the  repayment  of  outstanding  obligations  which
occurred in fiscal 1999, primarily funded by asset sales and loan repayments.

The average interest rate paid to HSBC on borrowed funds was 4.20% and 4.76% for
the three and six months ended December 31, 1999,  respectively,  as compared to
6.57% and 7.02%,  respectively,  for the same three month period of the previous
year. The decline in rates paid to HSBC in the three month period ended December
31, 1999, as compared with the same periods in the previous  year, was primarily
due to a renegotiation of the Company's interest rate with HSBC. Under the terms
of the  renegotiated  interest rate agreements with HSBC, which became effective
October 1, 1998,  the Company  receives  interest rate  reductions  for borrowed
funds,  calculated using a formula that considers certain compensating  balances
held in bank accounts with HSBC. The interest  expense rate reductions  received
under the new rate schedule  agreement with HSBC are in lieu of interest  income
that had been earned on those deposited funds. See "Interest Income," above.

Other Expenses. During the quarter ended December 31, 1999, the Company recorded
total other expenses in the amount of $1.1 million,  a decrease of $258,000,  or
19.65%,  as compared with other  expenses of $1.3 million in the same quarter of
the previous year.  Other  expenses  decreased in the quarter ended December 31,
1999,  as compared  with the quarter  ended  December 31,  1998,  primarily as a
result of differences in the timing of certain non-recurring expense payments.

During the six months ended December 31, 1999, the Company  recorded total other
expenses in the amount of $2.0  million,  a decrease of $214,000,  or 9.52%,  as
compared  with  other  expenses  of $2.2  million  in the same six months of the
previous  year.  Other  expenses  decreased in the six months ended December 31,
1999,  as compared with the six months ended  December 31, 1998,  primarily as a
result of differences in the timing of certain non-recurring expense payments.

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 three and six months
ended  December  31,  1999,  the  Company  accrued  $748,000  and $1.4  million,
respectively  in fees payable to the Management  Company,  of which $170,000 and
$289,000, respectively,  related to fees incurred for the successful disposition
of assets.  During the three and six months ended December 30, 1998, the Company
accrued  $670,000  and  $1.3  million,  respectively  in  fees  payable  to  the
Management Company, of which $57,000 and $102,000, respectively, related to fees
incurred for the successful disposition of assets.

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.


                                       16

<PAGE>



The high  levels  of loan  charge-offs  and other  losses,  which  were  largely
responsible for losses during the periods, effectively eliminated federal income
tax liability for the quarters ended  September 30, 1998 and 1997. 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 six months ended  December 31,  1999,  the Company  recorded a net
provision  for income taxes of $182,000 and $363,000,  respectively.  During the
three and six  months  ended  December  31,  1998,  the  Company  recorded a net
provision for income taxes of $145,000 and $314,000, respectively.  Income taxes
recorded by the Company  primarily  reflect  the  effects of  operations  on its
current  state and local  income tax  liability  at December  31, 1999 and 1998,
respectively.


Liquidity and Capital Resources

The Company must maintain sufficient  liquidity to meet its funding requirements
for debt repayments  related to asset sales,  operating expenses and development
costs related to certain real estate projects.

At December 31, 1999 the Company had $50.6 million in borrowed funds outstanding
under the  Facility  provided by HSBC Bank.  The Company  actively  monitors and
manages its cash inflows and  outflows in the  management  of the Facility  with
HSBC and invests, to the extent possible, all available cash balances.

The Company  has  requested  that HSBC  reactivate  the  Facility to provide the
Company  with  access to  fundings  to be  secured by assets  from new  lending,
investment  and real estate  transactions.  The Company has requested  that HSBC
provide  availability  up  to  the  initial  amount  of  the  HSBC  Facility  of
approximately  $100.0 million,  or  approximately  $50.0 million in availability
under the HSBC Facility.  Availability under the HSBC Facility would be used, in
combination with the restricted and  unrestricted  cash of the Company to invest
in new  lending,  investment  and real estate  activities,  subject to the prior
approval of HSBC.

Subsequent  to  December  31, 1999 the Company  completed a  refinancing  of the
outstanding  balance  of the  existing  HSBC  Facility.  Under  the terms of the
refinancing the principal  balance was reduced to $49.5 million and the terms of
the refinancing  provide for amortization of the HSBC Facility over a term of 20
years and extended the maturity of the HSBC Facility  through December 2004. The
HSBC  Facility  will be  secured  by a first  lien  on two  properties,  certain
cooperative  shares and a cash collateral account in the amount of $7.5 million.
HSBC  retained the right to approve  declaration  or payment of dividends on the
Company's  Preferred  Stock as well as other capital  transactions.  Discussions
with respect to reactivating the HSBC Facility as described above continue.

The  Company  seeks to maintain  liquidity,  in the form of  unrestricted  cash,
within a range of 5% to 10% of total assets. At December 31, 1999, the Company's
liquidity  ratio,  as so  defined,  amounted  to  7.9%,  which  was  within  the
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.




                                       17

<PAGE>



FASB Interpretation No. 43. FASB Interpretation No. 43, "Real Estate Sales,"
interprets and amends Statement of Financial Accounting Standards No. 66
(SFAS-66), "Accounting for Sales of Real Estate." FASB Interpretation No. 43
states that the sales recognition criteria of SFAS-66 should apply to land and
physical structures attached to the land (for instance, property improvements or
integral equipment such as manufacturing facilities) that cannot be removed and
used separately without incurring significant cost. FASB Interpretation No. 43
is effective for all sales of real estate with property improvements or integral
equipment entered into after June 30, 1999. Management has evaluated the
provisions of this Interpretation and has concluded that the adoption of this
Interpretation will have no effect on the Company's results of operations and
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  position 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,  generally,  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.


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.



Item 3.   Quantitative and Qualitative Disclosures About Market Risk

The primary market risk facing the Company is interest rate risk on its borrowed
funds, mortgage notes and notes receivable.  The Company does not hedge interest
rate risk using  financial  instruments  nor is the  Company  subject to foreign
currency risk.

The Company has assessed the market risk for its variable rate debt and believes
that a 1% increase in interest  rates (as measured by changes in the LIBOR rate)
would result in an approximate  $506,000  increase in interest  expense based on
approximately  $50.6  million  outstanding  at December 31,  1999.  See Note 16,
"Borrowed Funds," contained within the Consolidated  Financial  Statements dated
June 30, 1999.

In addition,  the Company has issued $12.48  million in  Increasing  Rate Junior
Subordinated  Notes due 2006.  The  Subordinated  Notes  provide  for a steadily
increasing  interest  cost after  December 15, 2001. A  substantial  increase in
general  interest rates would  potentially  prevent the Company from refinancing
the  Subordinated  Notes  at a rate  favorable  to the  Company.  See  Note  27,
"Preferred   Stock  Exchange  Offer"  and  Note  28,   "Increasing  Rate  Junior
Subordinated  Notes," contained within the Consolidated  Financial Statements at
June 30, 1999.



                                       18

<PAGE>


The fair value of the Company's long term debt, mortgage notes, notes receivable
and other financial  assets is estimated based on discounting  future cash flows
at interest rates that  management  believes  reflect the risks  associated with
long term debt,  mortgage notes,  notes receivable and other financial assets of
similar risk and duration.  See Note 25, "Fair Value of Financial  Instruments,"
within the Consolidated Financial Statements at June 30, 1999.


                                       19

<PAGE>


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

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.

By letter,  dated May 22,  1998,  counsel for  certain  holders of shares of the
Company  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 Predecessor Preferred Stock by failing to
provide for the payment to the holders of the Predecessor 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 Predecessor Preferred Stock following approval
and  finalization  of the sale of certain of its branches and assets to HSBC and
(iv) constituted a breach of duty owed by River Bank's Board of Directors to the
holders of the Predecessor 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 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
Company   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. Such proposal was not acceptable
to such holders and, on October 27, 1998, 11 holders of Company  Preferred Stock
who claim to beneficially own, in the aggregate,  849,000 shares  (approximately
60.6% of the then outstanding shares) of Company 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  Predecessor  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 to
vigorously oppose the Action. Consequently, the Company and the other defendants
responded to the Action by filing a motion to dismiss on December 21, 1998 which
was argued before the court on March 23, 1999. The court issued its decision on
December 2, 1999. The court granted in part the Company's motion and dismissed
the causes of action based upon fraudulent conveyance, breach of fiduciary duty,
breach of duty of disclosure and ultra vires acts and ordered the remainder of
the Action to continue. The parties are proceeding with discovery.

Item 2.   Changes in Securities

None.



                                       20

<PAGE>



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


          Exhibit Number            Description
          --------------            -----------

          27.1                      Financial Data Schedule


(b)       Reports on Form 8-K

          During the fiscal quarter ended  September 30, 1999, the Company filed
the following Current Reports on Form 8-K:

          None



                                       21

<PAGE>


                                    SIGNATURE

Pursuant to the requirements of Section 15(d) 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:  February 14, 2000     By:   /s/ Nelson L. Stephenson
       -----------------          -------------------------

                                  Nelson L. Stephenson
                                  President and Chief Executive Officer
                                  (principal executive and principal financial
                                  officer)





                                       22