1
                                                                       Exhibit 1



                              PART III - NARRATIVE


                 Registrant's Annual Report on Form 10-K (the "Form 10-K")
could not be filed within the period prescribed for such report without
unreasonable effort or expense due to uncertainty relating to the consummation
of a purchase of securities by Investors Banking Corporation ("IBC").  Pursuant
to the terms of a Stock Purchase Agreement by and among the Registrant, its
wholly owned subsidiary, Bank of Los Angeles (the "Bank"), and IBC, dated July
28, 1994, as amended, IBC purchased 2,019,006 units of securities, with each
unit consisting of two shares of common stock and one warrant to purchase
Registrant's common stock for $.75 per share, for $3,028,509.  The sale of the
units was consummated on March 29, 1995.  Following the consummation of this
transaction, Registrant agreed to issue additional units to IBC for
approximately $520,000.  The second sale of units was consummated March 30,
1995.

                 In preparing the Form 10-K, Registrant did not anticipate the
second sale of units and was uncertain as to the timing of the consummation of
the first sale of units.  Consequently, Registrant has had to revise the
disclosure set forth in the Form 10-K to accurately reflect the consummation of
these transactions.  Inasmuch as the Bank has been operating under the terms
of a cease and desist order and has been declared significantly
undercapitalized under the prompt corrective action provisions, Registrant
believes it is important to disclose in the Form 10-K the new capital levels of
the Bank resulting from the recent capital infusion.  Accordingly, Registrant
must make substantial revisions to the Form 10-K, which revisions cannot be
made within the prescribed time period without unreasonable effort or expense.





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