<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                    FORM 10-K
                  Annual Report Pursuant to Section 13 or 15(d)
              Of The Securities Exchange Act of 1934 (Fee Required)

For the fiscal year ended December 31, 2000      Commission file number 33-20417
                          -----------------                             --------

                            Capital Directions, Inc.
                            ------------------------
             (Exact name of registrant as specified in its charter)

         Michigan                                            38-2781737
---------------------------              ---------------------------------------
(State of other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

322 South Jefferson St., Mason, Michigan                     48854-0130
----------------------------------------                     ----------
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:          (517) 676-0500
                                                             --------------

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 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.     Yes   X         No
                ------------   ------------

Indicate by check mark if disclosure of delinquent filer pursuant to item 405 of
Registration S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

The registrant estimates that as of March 1, 2001 the aggregate market value of
the voting stock held by non-affiliates of the registrant was approximately
$17,639,324. This is based on a market price of $38.1875 per share for the
Registrant's stock as of that date.

As of March 1, 2001 the registrant had outstanding 598,056 shares of common
stock having a par value of $5 per share.


                                       1
<PAGE>   2

                       DOCUMENTS INCORPORATED BY REFERENCE

Annual Report to Shareholders for the Year Ended December 31, 2000 (Form 10-K,
Part I, Part II, Part III, and Part IV)



                                     PART I

Item 1.  Business

Capital Directions, Inc. (the "Registrant") is a one-bank holding company
registered under the Bank Holding Company Act of 1956, as amended. The
Registrant was incorporated on August 11, 1987 and formed for the purpose of
enabling Mason State Bank (the "Bank") to form a one-bank holding company and
engage in any other related activity allowed. Mason State Bank was consolidated
with Mason Bank on July 22, 1988, thereby causing Mason State Bank to become a
wholly-owned subsidiary of the Registrant.

Mason State Bank purchased Lakeside Insurance Services, Inc. in 1994 to take
advantage of the expanded insurance powers granted to banks in 1994. Lakeside is
licensed in Michigan to sell life, accident and health, multiple line property
and casualty insurance and variable annuity contracts.

The Registrant has no substantial assets except the investments in Mason State
Bank. The Registrant and its primary subsidiary, Mason State Bank, operate in
the banking industry, which accounts for substantially all of their assets,
revenues and operating income. Further discussion of the operations of the
Registrant and its subsidiaries is discussed under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the 2000 Annual
Report to the Shareholders, incorporated herein by reference. The Registrant's
primary competition is substantially the same as Mason State Bank's as discussed
below.

The Bank was organized in 1886 under the laws of Michigan and is subject to the
Michigan Banking Code of 1969. It is insured by the Bank Insurance Fund through
the Federal Deposit Insurance Corporation. The Bank is regulated by the Michigan
Office of Financial and Insurance Services and the Federal Deposit Insurance
Corporation. The Federal Reserve Board regulates the Registrant. The Bank's
Principal office is located at 322 South Jefferson Street, Mason, Michigan. It
operates branches at 661 North Cedar Street, Mason, Michigan and at 810 W.
Bellevue, Leslie, Michigan.

Banking services are provided to individuals, businesses, local state and
federal governmental units and institutional customers located in Mason, Leslie
and the surrounding areas. Services include demand deposits, savings and time
deposits, collections, cash management, night depositories and personal,
installment, commercial and real estate loans. The Bank offers a credit card
program affiliated with the Visa and MasterCharge Inter-Bank charge card system.

The Bank maintains a correspondent relationship with several of the major banks
in the Detroit area and elsewhere, in order to provide for the clearance of
checks, the transfer of funds, the periodic purchase and sale of Federal funds,
and participation in large loans which would be beyond the Bank's legal lending
limit if made by the Bank alone.

The Bank has full and part-time employees (36 full-time equivalents) and owns
its main office and Cedar Street office. The facility in Leslie is operated
under a lease agreement. The Bank operates primarily within Ingham County.
Competing with the Bank in Ingham County are several other commercial banks and
financial institutions, some of which have significantly greater total resources
than the Bank.


                                       2
<PAGE>   3

Item 1.  Business-Statistical Disclosure

         I.  Distribution of Assets, Liabilities and Shareholders' Equity;
             Interest Rates and Interest Differential

             (A), (B)  The following table sets forth average balances for major
                       categories of interest earning assets and interest
                       bearing liabilities, the interest earned (on a fully
                       taxable equivalent basis) or paid on such amounts, and
                       average interest rates earned or paid thereon.








                                       3
<PAGE>   4

<TABLE>
<CAPTION>

                                                               2000                                      1999
                                              ----------------------------------     -----------------------------------
                                              Average                     Yield/     Average                      Yield/
                                              Balance      Interest        Rate      Balance       Interest        Rate
                                              -------      --------        ----      -------       --------        ----
                                                                       (Dollars in thousands)
ASSETS
------
<S>                                         <C>           <C>            <C>       <C>           <C>            <C>
Loans, including fees(1)                      $ 87,270      $  7,029       8.05%     $ 85,738      $  6,750       7.87%
Loans, non-taxable(2)                              381            34       8.92           659            48       7.28
Taxable investment
  securities                                     8,854           600       6.78         7,588           503       6.63
Non-taxable investment
  securities(2)                                  3,109           252       8.11         3,859           300       7.77
Federal funds sold and
  other                                          2,257           141       6.25           798            42       5.26
                                              --------      --------                 --------      --------
Total earning assets(2)                        101,871         8,056       7.91%       98,642         7,643       7.75%

Cash and due from                                2,570                                  2,768
  banks
Other assets, net                                2,739                                  2,934
                                              --------                               --------
Total non interest
  earning assets                                 5,309                                  5,702
                                              --------                               --------
Total assets                                  $107,180                               $104,344
                                              ========                               ========
LIABILITIES
-----------
Interest bearing
  demand deposits                             $ 10,426            83       0.80%     $ 11,603           116       1.00%
Savings deposits                                18,963           553       2.92        19,380           522       2.69
Time deposits under
  $100,000                                      20,559         1,148       5.58        20,176         1,111       5.51
Time deposits of
  $100,000 or more                              12,088           722       5.97        11,568           603       5.21
Federal funds purchased                            206            13       6.31           442            20       4.52
Other borrowings                                21,447         1,279       5.96        18,240         1,068       5.86
                                              --------      --------                 --------       -------

Total interest bearing
  liabilities                                   83,689         3,798       4.54%       81,409         3,440       4.23%
                                                            --------                                -------

Demand deposits                                  9,842                                  9,977
Other liabilities                                1,227                                  1,481
Shareholders' equity                            12,422                                 11,477
                                              --------                               --------
Total non-interest
  bearing liabilities and
  equity                                        23,491                                 22,935
                                              --------                               --------
Total liabilities and
  equity                                      $107,180                               $104,344
                                              ========                               ========

Net interest income                                         $  4,258                                $ 4,203
                                                            ========                                =======
Net yield on interest
  earning assets(2)                                                        4.18%                                  4.26%
                                                                          =====                                  =====
</TABLE>


         (1) Average balances for loans include non-accrual loans. The inclusion
         of non-accrual loans and fees does not have a material effect on either
         the average balance or the average interest rate.

         (2) Interest on non-taxable investment securities and non-taxable loans
         is reflected on a fully tax equivalent basis using an effective tax
         rate of 34%.

                                       4
<PAGE>   5

I.   Distribution of Assets, Liabilities and Shareholders' Equity; Interest
     Rates and Differential (continued)

         (C) The following table summarizes the changes in interest income
             (on a fully taxable equivalent basis) and interest expense
             resulting from changes in volume and changes in rates:

<TABLE>
<CAPTION>

        (Dollars in thousands)
                                                2000 Compared to 1999                   1999 Compared to 1998
---------------------------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>           <C>           <C>           <C>           <C>
Change due to:                          Volume(1)     Rate(1)        Total       Volume(1)       Rate(1)       Total

Earnings assets
  Loans                                 $   122       $   157       $   279       $ 1,366       $  (462)      $   904
  Loans, nontaxable (2)                     (23)            9           (14)           12            12            24
  Taxable investment securities              88             9            97          (162)           10          (152)
  Non tax investment securities (2)         (60)           12           (48)          (15)           (9)          (24)
  Federal funds sold and other               87            12            99           (90)           (9)          (99)
                                        -------       -------       -------       -------       -------       -------
Total interest income(2)                $   214       $   199       $   413       $ 1,111       $  (458)      $   653

Interest bearing liabilities:
  Interest bearing demand deposits      $   (11)      $   (22)      $   (33)      $    19       $   (59)      $   (40)
  Savings deposits                          (11)           42            31            50           (50)           --
  Time deposits under 100,000                21            16            37           (43)          (64)         (107)
  Time deposits $100,000 or more             28            91           119            75           (48)           27
  Federal funds purchased                   (13)            6            (7)           20            (1)           19
  Other borrowings                          191            20           211           436           (20)          416
                                        -------       -------       -------       -------       -------       -------
Total interest expense                  $   205       $   153       $   358       $   557       $  (242)      $   315

Net interest income(2)                  $     9       $    46       $    55       $   554       $  (216)      $   338
---------------------------------------------------------------------------------------------------------------------

</TABLE>

             (1) The change in interest due to both volume and rate has been
                 allocated to volume and rate in proportion to the relationship
                 of the absolute dollar amounts of the change in each.
             (2) Interest on tax-exempt investment securities and loans is based
                 on a fully taxable equivalent basis using an effective tax rate
                 of 34%.

II.      Investment Portfolio

         (A) A table of carrying values of the investment portfolio as of
             December 31, 2000 and 1999 is set forth in Note 3 on pages 18 and
             19 of the 2000 Annual Report to Shareholders. Such information is
             incorporated herein by reference.
         (B) The following table shows the relative maturities and weighted
             yields of investment securities at December 31, 2000: (dollars in
             thousands)

<TABLE>
<CAPTION>

                                                              Available-For Sale
                                                              -----------------
                                          1 Year or less    1 Year - 5 Years   5 Years - 10 Years     After 10 Years
                                          Amount    Yield    Amount    Yield    Amount    Yield    Amount      Yield
                                          ------    -----    ------    -----    ------    -----    ------      -----
<S>                                     <C>        <C>    <C>        <C>     <C>         <C>     <C>         <C>
         U.S. Government                  $   --     0.00%  $   504    6.66%   $    --     0.00%   $    --     0.00%
         U.S. Government agencies (1)      1,293     5.95     4,491    6.46         --     0.00        731     7.52
         State and political
          subdivisions  (2)                  961     5.13     1,106    9.48      1,068     7.90        473     5.91
         Corporate securities (1)          2,011     6.15     3,032    7.21         --     0.00         --     0.00
                                          ------            -------            -------             -------

             Total                        $4,265     5.86%  $ 9,133    7.09%   $ 1,068     7.90%   $ 1,204     6.89%
                                          ======            =======            =======             =======
</TABLE>

         (1) Mortgage Backed securities and Corporate securities, as reflected
             in the above schedules consider anticipated prepayments and calls.
         (2) Weighted average yield is adjusted to a taxable equivalent basis
             using a federal income tax rate of 34 percent.



                                       5
<PAGE>   6

II.      Investment Portfolio (continued)

         (C) The Registrant held no investment securities of a single issuer,
             except U.S. Government Agency securities, in an amount greater than
             ten percent of shareholders' equity as of December 31, 2000.

III.     Loan Portfolio
         (A) A table of loans outstanding as of December 31, 2000 and 1999 is
             set forth in Note 4 on page 19 of the 2000 Annual Report to
             Shareholders. Such information is incorporated herein by reference.

             The loan portfolio is systematically reviewed and the results
             reported to the Board of Directors of the Registrant. The purpose
             of these reviews is to assist in assuring proper loan
             documentation, to provide for the early identification of potential
             problem loans and to help ensure the adequacy of the allowance for
             loan losses.

         (B) The following table sets forth the remaining maturity of loans
             outstanding (excluding real estate mortgages, installment and lease
             financing) at December 31, 2000, according to scheduled payments of
             principal (in thousands) and considering the banks "rollover
             policy."(1)

<TABLE>
<CAPTION>

             (In thousands)
                                   1 Year       1 Year -      After
                                   or less      5 Years      5 Years      Total
                                   -------      -------      -------      -----
<S>                              <C>         <C>           <C>         <C>
             Commercial and
               agricultural        $ 2,103      $ 1,840      $ 2,095     $ 6,038
                                   =======      =======      =======     =======
</TABLE>

             The following table sets forth commercial and agricultural loans
             due after one year, which have predetermined interest rates and/or
             adjustable interest rates at December 31, 2000.

<TABLE>
<CAPTION>

             (In thousands)
                                               Fixed         Adjustable
                                                Rate            Rate         Total
                                               ------        --------       -------
<S>                                          <C>           <C>            <C>
             Due after one but within five
                 years                         $ 1,063       $    777       $ 1,840
             Due after five years                1,087          1,008         2,095
                                               -------       --------       -------

                  Total                        $ 2,150       $  1,785       $ 3,935
                                               =======       ========       =======
</TABLE>

              (1)  The "rollover policy" is to generally write terms of these
                   loans for a shorter time than the expected payments. The
                   purpose of this is to re-evaluate the term and credit of the
                   respective borrower. We estimate that this happens on
                   approximately 80% of these borrowings and is reflected as
                   such in this schedule.

         (C). Risk Elements

              (1). Nonaccrual, Past Due, Impaired and Restructured Loans.
                   A table and discussion of nonaccrual, past due, impaired and
                   restructured loans for the years ended December 31, 2000 and
                   1999 is in "Management's Discussion and Analysis of Financial
                   Condition and Results of Operations" on page 9 under
                   Provision and allowance for loan losses, Note 1 under "Loans"
                   and "Allowance for Loan Losses" on pages 17 and 18 and in
                   Note 5 "Allowance For Loan Losses" on page 19 in the 2000
                   Annual Report to Shareholders. Such information is
                   incorporated herein by reference.


                                       6
<PAGE>   7

III.     Loan Portfolio (continued)

                   There were no nonaccrual loans reported for the year ended
December 31, 2000.

              (2). Potential Problem Loans
                   There are no material loans that are current as to which
                   management has serious doubts as to the ability of the
                   borrower to comply with the loan repayment terms, or which
                   are expected to need adjustments in their repayment terms, or
                   which are believed to require additional reserves in the
                   allowance for loan losses.

              (3). Foreign Outstandings
                   There were no foreign outstandings as of December 31, 2000.

              (4). Loan Concentrations
                   There were no concentrations of loans exceeding 10% of total
                   loans that have not been already disclosed as a category at
                   December 31, 2000.

         (D). Other Interest Bearing Assets

                   As of December 31, 2000, there were no other interest bearing
                   assets that would be required to be disclosed under Item III,
                   Parts (C)(1) or (C)(2) of the loan portfolio listing if
                   such assets were loans other than $133,000 held as other real
                   estate.




                                       7
<PAGE>   8

IV.      Summary of Loan Loss Experience

         (A). The following table sets forth loan allowance balances and
              summarizes changes in the allowance for loan losses for each of
              the three years ended December 31.

                    Analysis of the Allowance For Loan Losses

<TABLE>
<CAPTION>

              (Dollars in thousands)                  2000               1999               1998
                                                      ----               ----               ----
<S>                                               <C>                <C>                <C>
         Balance, beginning of period              $  1,055           $  1,011           $  1,035

         Loans charged-off
           Commercial and agricultural                  (15)                --                 --
           Real estate-construction                      --                 --                 --
           Real estate-mortgages                         --                 --                 --
           Lease financing                               --                 --                 --
           Installment and others                       (12)               (37)               (30)
                                                   --------           --------           --------
             Total                                      (27)               (37)               (30)

         Recoveries of loans charged-off
           Commercial and agricultural                   --                 --                  3
           Real estate-construction                      --                 --                 --
           Real estate-mortgages                         --                 --                 --
           Lease financing                               --                 --                 --
           Installment and others                        19                 33                 26
                                                   --------           --------           --------
             Total                                       19                 33                 29
                                                   --------           --------           --------

         Net charge-offs                                 (8)                (4)                (1)

         Additions charged (credited)
         to operations                                    6                 48                (23)
                                                   --------           --------           --------

         Balance at end of period                  $  1,053           $  1,055           $  1,011
                                                   ========           ========           ========

         Average gross loans outstanding           $ 87,651           $ 86,397           $ 69,172
                                                   ========           ========           ========

         Ratio of net charge-offs(recoveries)
           during the period to average gross
           loans outstanding during the
           period                                      0.01%              0.00%              0.00%
                                                   ========           ========           ========
</TABLE>

Further discussion of the provision and allowance for loan losses as well as
non-performing and impaired loans is presented in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on page 9, Note 1 on
pages 17 and 18 and Note 5 on page 19 in the 2000 Annual Report to the
Shareholders, incorporated herein by reference.


                                       8
<PAGE>   9

IV.      Summary of Loan Loss Experience  (continued)


         (B)  The following table presents an allocation for loan losses to the
              various loan categories at December 31:

<TABLE>
<CAPTION>

                                                   2000                    1999
                                                       % of                     % of
              (Dollars in thousands)       Allowance   Loans to    Allowance    Loans to
                                            Amount    Total Loans    Amount   Total Loans
                                           -------    -----------  --------   -----------
<S>                                      <C>            <C>       <C>           <C>
              Commercial and agricultural  $   203        7.05%     $   157       5.91%
              Real estate-mortgages            368       88.64          438      88.96
              Installment and other             36        4.31           34       5.13
              Unallocated                      446         N/A          426        N/A
                                           -------     -------      -------    -------
                  Total                    $ 1,053      100.00%     $ 1,055     100.00%
                                           =======     =======      =======    =======
</TABLE>

              Mason State Bank is committed to the maintenance of an allowance
              for loan losses in amounts sufficient to absorb loan and lease
              losses inherent in the loan portfolio. To assure the adequacy of
              balances and the resulting provision allocations, measurements
              against historical performance and current analyses of asset
              quality are undertaken on a periodic basis with consideration for
              qualitative factors. These evaluations support the budgeted
              allowance provisions and the traditional philosophy of accounting
              for losses as they are recognized.

              On a predetermined basis, a Loan Loss Allowance Model (LLAM) is
              completed quarterly for the Bank. The results of the LLAM provide
              a consistent management tool for quantifying the amount of risk in
              the loan portfolio. This LLAM computes a suggested allowance
              balance to be compared to the actual allowance for loan losses.
              The difference between the suggested and actual allowance is
              monitored and maintained at an amount considered reasonable to
              provide for potential losses inherent in the portfolio.

              To determine the suggested allowance balance, two tests are
              applied to the various loan categories. The test with the most
              conservative (greatest) allowance allocation is selected for each
              category. The two tests are then combined with a separate
              qualitative factor spread against all loan categories.

              The first test includes establishment of a minimum allocation
              percentage for each loan (primarily commercial) based upon its
              loan grade. The second test involves computing the actual loss
              experience over the last five years for each of the loan
              categories (primarily consumer and residential real estate loans).
              The factor applied to the current outstanding loan balances of
              these loan categories is equal to at least the five-year average
              of net charge-offs to average loans for the appropriate loan
              portfolio.

              When economic conditions or other factors warrant, a qualitative
              factor is applied against all loan categories. Management declared
              that such a factor be instituted for 2000 and 1999 given the
              unprecedented nine year expansion of the United States economy and
              the expectation of a reversal of this trend in the near future.
              The factor applied to the current outstanding of all loan balances
              is equal to the eight year average of net charge-offs to average
              loans for the eight year period prior to the start of the current
              economic expansion (years 1984 through 1991).

              The allowance allocations above were deemed by management to be
              amounts reasonably necessary to provide for the inherent losses in
              the various loan categories as of December 31, 2000 and 1999.


                                       9
<PAGE>   10


V.       Deposits

         The following table sets forth average deposit balances and the
         weighted average rate paid for each of the two years ended December 31:

<TABLE>
<CAPTION>

                                                         2000                  1999
         (Dollars in thousands)                         Average               Average
                                                  Balance      Rate     Balance     Rate
                                                  -------      ----     -------     ----
<S>                                            <C>           <C>     <C>          <C>
         Non interest-bearing demand deposits    $   9,842             $  9,977
         Interest-bearing demand deposits           10,426     0.80%     11,603      1.00%
         Savings deposits                           18,963     2.92      19,380      2.69
         Time deposits under $100,000               20,559     5.58      20,176      5.51
         Time deposits of $100,000 or more          12,088     5.97      11,568      5.21
                                                 ---------             --------
           Total                                 $  71,878     3.49%   $ 72,704      3.24%
                                                 =========             ========
</TABLE>


         The following table summarizes time deposits in amounts of $100,000 or
         more by time remaining until maturity as of December 31, 2000:

<TABLE>

<S>                                                          <C>
                (In thousands)
                Three months or less                           $  7,440
                Over three months through six months              3,191
                Over six months through one year                    757
                Over one year                                     1,508
                                                               --------
                  Total                                        $ 12,896
                                                               ========
</TABLE>

         As of December 31, 2000 the registrant had no foreign deposits.

VI.      Return on Equity and Assets

         The following table presents the ratios for the year ended December 31:

<TABLE>
<CAPTION>

                                                                 2000        1999
                                                                 ----        ----

<S>                                                           <C>         <C>
         Net income to average total assets                      1.54%       1.44%
         Net income to average shareholders' equity             13.28       13.06
         Cash dividend payout ratio per share                   46.01       45.42
         Average shareholders' equity to average total assets   11.59       11.00
</TABLE>

VII.     Short Term Borrowings - Not applicable

Item 2.  Properties

         The Bank owns the land on which the Main Office is located. The parcel
         measures 85' by 170' and bears the municipal address of 322 South
         Jefferson Street, Mason, Michigan. The permanent building, also owned
         by Mason State Bank, has approximately 6,800 square feet and includes
         banking facilities, storage and personnel lounge areas. This brick
         structure was built in the mid 1800's and has undergone several
         remodelings, the most recent of which is currently in progress. The
         building is in generally good condition. A parking area with spaces to
         accommodate 20 vehicles occupies part of the property; also on site are
         three drive-in banking stations which operate via remote monitors
         located within the banking facility.

         The Bank also owns the land used as a Branch office. The land measures
         368' by 297' and bears the municipal address of 661 North Cedar Street,
         Mason, Michigan. The permanent building, built in the 1960's, also
         owned by Mason State Bank, measures approximately 2,400 square feet,
         including banking facilities, storage and personnel lounge areas. This
         building is also in good


                                       10
<PAGE>   11

Item 2.  Properties (continued)

         condition. A parking area with spaces to accommodate 24 vehicles
         occupies part of the property; part is occupied by 4 drive-in banking
         stations.

         In October 1998, the Bank established an in-store branch located within
         the Felpausch Food Center, 810 W. Bellevue Street, Leslie, Michigan.
         The Bank entered into a lease arrangement and occupies 709 square feet
         of the southeast corner of the store. Prior to occupancy, this space
         was renovated to provide full service banking accommodations. Customer
         parking is readily available and maintained by Felpausch Food Center.

         The Registrant operates its business at the same address as Mason State
         Bank's main office. As of March 1, 2001, the Registrant owned no
         properties.

Item 3.  Legal Proceedings

         There are no material pending legal proceedings to which the Registrant
         or its subsidiaries is a party or to which any of its property is
         subject, except for proceedings which arise in the ordinary course of
         business. In the opinion of management, pending legal proceedings will
         not have a material effect on the consolidated financial statements of
         the Registrant or its subsidiaries.

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

         Not applicable

         Additional Item - Executive Officers

         Executive officers of the Registrant are appointed annually by the
         Board of Directors at the meeting of Directors following the Annual
         Meeting of Shareholders. There are no family relationships among these
         officers and/or Directors of the Registrant or any arrangement or
         understanding between any officer and any other person pursuant to
         which the officer was elected.

         The following sets forth certain information with respect to the
         Registrant's Executive Officers and Directors as of December 31, 2000.

<TABLE>
<CAPTION>

                                           Position With            First Elected as an
         Name (Age)                          Registrant          Officer of the Registrant
         ----------                        -------------         --------------------------
<S>                                      <C>                   <C>
         George A. Sullivan (68)           Chairman                        1988
         Gerald W. Ambrose (51)            Vice Chairman                   1994
         Timothy P. Gaylord (46)           President and C.E.O.            1995
         Douglas W. Dancer (60)            Secretary                       1990
         Lois A. Toth (50)                 Treasurer                       1998
</TABLE>


         Mr. Sullivan is a Director of the Registrant and Chairman of the Board
         of Directors of Mason State Bank.
         Mr. Ambrose is a Director of the Registrant and Vice Chairman of the
         Board of Directors of Mason State Bank.
         Mr. Gaylord is a Director of the Registrant and President and Chief
         Executive Officer of Mason State Bank.
         Mr. Dancer is a Director of the Registrant and Secretary of the Board
         of Directors of Mason State Bank.
         Ms. Toth is Vice President, Controller and Cashier of Mason State Bank.


                                       11
<PAGE>   12

                                     PART II

         I.  The information required by this item appears in the Capital
             Directions, Inc. Annual Report to Shareholders for the year ended
             December 31, 2000, and is incorporated herein by reference, as
             follows:

<TABLE>
<CAPTION>

                                                                           Pages in 2000
                                                                           Annual Report
                                                                           -------------
<S>                 <C>                                                   <C>
         Item 5.     Market for Registrant's Common Equity and Related
                     Stockholder Matters                                        4

         Item 6.     Selected Financial Data                                    6

         Item 7.     Management's Discussion and Analysis of
                     Financial Condition and Results of Operation               7-11

         Item 7a.    Quantitative and Qualitative Disclosures About
                     Market Risk                                           Not required as
                                                                           Registrant meets
                                                                           requirements to be
                                                                           a small business filer

         Item 8.     Financial Statements and Supplementary Data                12 - 24

         Item 9.     Changes in and Disagreements With Accountants on
                     Accounting and Financial Disclosure                          None

</TABLE>



                                       12
<PAGE>   13

                                    PART III


Item 10.   Directors and Executive Officers of the Registrant

<TABLE>
<CAPTION>

                                     Principal Occupation For                 Amount and Nature
                                         Last Five Years            Director     of Beneficial      Percent
Name                          Age           Or More                 Since (1)    Ownership (2)      of Class
----                          ---           -------                 --------- ----------------      --------
<S>                          <C>   <C>                               <C>      <C>                 <C>
Gerald W. Ambrose              51   County Controller for the          1990           972               (3)
                                    County of Ingham; Vice
                                    Chairman of the Board,
                                    Mason State Bank and the
                                    Company

Douglas W. Dancer              60   Realtor, CB Richard Ellis Martin;  1986        18,897             3.16
                                    Former President, Dancer's Inc.
                                    Department Stores; Secretary
                                    of the Board, Mason State
                                    Bank and the Company

Timothy P. Gaylord            46    President & Chief Executive        1995         6,880             1.15
                                    Officer of Mason State Bank
                                    and the Company

Paula J. Johnson               54   Realtor, Vision Real Estate and    1996           350               (3)
                                    Developer, PAL, LLC i.e.: Vision
                                    Village Condominiums

James W. Leasure               50   Owner, Paul's Marathon, Inc.       2000         7,737             1.29
                                    and Showtime, Inc.

Marvin B. Oesterle             49   Partner, Golden Acres Farms        1981         3,934               (3)
                                    and Oesterle Brothers
                                    Seed Corn

George A. Sullivan             68   Attorney; Chairman of the          1975         2,120               (3)
                                    Board, Mason State Bank and
                                    the Company

Seven directors as a group                                                         40,890             6.84
</TABLE>

         (1) Includes service as a director of the Company's wholly-owned
             subsidiary, Mason State Bank (the "Bank"). The Company was
             organized in 1988 to act, inter alia, as a holding company for
             Mason State Bank, and the Bank's directors became directors of the
             Company.
         (2) Includes shares owned by or jointly with spouse, or minor child, or
             other relative residing in same household, or as trustee.
         (3) Less than one percent.

Reference is made to Additional Item -- Executive Officers under Part I, Item 4,
of this Form 10-K report on page 11.


                                       13
<PAGE>   14

Part III (continued)

     Item 11.   Executive Compensation

     Each director of the Company is entitled to receive an annual retainer of
     $7,595. In lieu of payment of director fees, certain directors have elected
     to participate in a deferred compensation plan adopted in 1986. The plan
     was closed to new participants May 18, 1996. Douglas W. Dancer, Marvin B.
     Oesterle, and George A. Sullivan elected to participate in the plan which
     provides for retirement and death benefits to be paid to the participating
     directors or their beneficiaries over fifteen years. Deferred director fees
     are used to purchase life insurance policies of which the Bank is the owner
     and beneficiary. These life insurance policies are structured to fully fund
     the Bank's obligation under the terms of the plan.


                       COMPENSATION OF EXECUTIVE OFFICERS

     The following table sets forth compensation paid by the Company and its
     subsidiaries during the fiscal year ended December 31, 2000 to the
     Company's Chief Executive Officer. There were no executive officers, other
     than the CEO, whose combined salary and bonus exceeded $100,000.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                      Long-Term Compensation
                                  Annual Compensation                 Awards
       Name and                                                                         All Other
Principal Position          Year    Salary($)(1)  Bonus ($)       Options (#)(2)   Compensation ($)(3)
------------------          ----    ------------  ---------       --------------   -------------------
<S>                         <C>    <C>            <C>             <C>              <C>
Timothy P. Gaylord           2000   $   121,240    $  22,000             2,000          $  11,603
President and CEO            1999   $   114,509    $  20,000             2,000          $   8,300
                             1998   $   108,169    $  13,200             2,000          $   7,750
</TABLE>

     (1) Includes director's fees of $7,303 for 2000; $7,022 for 1999; and
         $6,752 for 1998.

     (2) The amounts shown represent the number of shares covered by stock
         options granted under the Capital Directions, Inc. Incentive Stock
         Option Plan as more fully described in the Option Grants in Last Fiscal
         Year table set forth on the following page.

     (3) "All Other Compensation" is comprised of the following items: The Bank
         entered into a lease agreement on a vehicle for Mr. Gaylord's use. The
         income benefit to Mr. Gaylord for 2000 was $2,628. A contribution by
         the Bank to the Bank's 401(k) Plan for $8,975 for 2000; $8,300 for
         1999; and $7,750 for 1998.


                                       14
<PAGE>   15


Part III (continued)

     The following table presents information about stock options granted to the
     named executive officer during 2000 under the Capital Directions, Inc.
     Incentive Stock Option Plan (the "Stock Option Plan").

                        OPTION GRANTS IN LAST FISCAL YEAR
                                Individual Grants

<TABLE>
<CAPTION>

                                                                                      Potential Realizable
                                                                                        Value at Assumed
                            Number of        % of Total                               Annual Rates of Stock
                            Securities         Options       Exercise                   Price Appreciation
                            Underlying       Granted to       or Base                   for Option Term (2)
                              Options          Employees       Price     Expiration
     Name                  Granted (#)(1)   in Fiscal Year    ($/Sh)         Date        5%($)     10%($)
     ----                  --------------   --------------   --------        ----        -----------------
<S>                       <C>              <C>             <C>          <C>           <C>       <C>
     Timothy P. Gaylord         2,000            40.00         41.50       2/17/10       52,198    132,281
</TABLE>

     (1) The amounts shown are shares of the Company's Common Stock covered by
         options granted under the Stock Option Plan. The vesting of Stock
         Options does not start until two years from the date of grant, February
         17, 2000. The options vest over 3 years, with one-third of the covered
         shares becoming part of the exercisable portion each of the three
         years.

     (2) The potential realizable value is reported net of the option exercise
         price, but before income taxes associated with exercise. These amounts
         represent assumed annual compounded rates of appreciation of five
         percent and ten percent from the date of grant to the end of the
         option. Actual gains, if any, on stock option exercises are dependent
         on the future performance of the Company's Common Stock, overall stock
         market conditions, and the optionees' continued employment through the
         vesting period. The amounts reflected in this table may not necessarily
         be achieved.

     The following table presents the number of shares covered by, and the value
     of, unexercised options held by the named executive officer at December 31,
     2000. No options were exercised by the named executive officer during 2000.


                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>

                                                            Number of             Value of
                                                     Securities Underlying   Unexercised In-the-
                                                      Unexercised Options       Money Options
                              Shares                    at FY-End (#)(1)       at FY-End ($)(2)
                           Acquired on      Value         Exercisable/          Exercisable/
     Name                  Exercise (#)   Realized $      Unexercisable         Unexercisable
     ----                  ------------   ----------      -------------         -------------
<S>                        <C>           <C>           <C>                  <C>
     Timothy P. Gaylord         0             0            4,901/5,999            79,661/6,239
</TABLE>

     (1) On March 18, 1999, the Company's Board of Directors, with the consent
         of each grantee, voted to rescind all outstanding SARs, which had been
         previously granted under the Company's Incentive Stock Option Plan.

     (2) The value shown is based upon the market bid price at December 31, 2000
         of $36.25 net of the option exercise price.


                                       15
<PAGE>   16

Part III (continued)

                              EMPLOYMENT AGREEMENT

         The Company has entered into an agreement with Mr. Gaylord relating to
         his employment by the Company and the Bank. This agreement is
         summarized below. This summary is not intended to be complete and is
         qualified in its entirety by reference to the agreement.

         The agreement among Mr. Gaylord, the Company, and the Bank (the
         "Agreement") provides that Mr. Gaylord will be employed by the Company
         and the Bank as their President and Chief Executive Officer. The
         Agreement was automatically renewed in 2000 for a one-year period
         ending September 30, 2001 and is subject to automatic renewals of
         one-year periods unless terminated in accordance with the Agreement.
         The Agreement provided an annual salary rate for 1995 of $85,000,
         subject to adjustment by the Board of Directors in subsequent years
         during the term of the Agreement. During 2000 Mr. Gaylord's salary was
         $113,937. Mr. Gaylord is also entitled to customary employee benefits
         and perquisites. The Agreement provides that in the event of a change
         in control of the Company or the Bank, if Mr. Gaylord's employment is
         involuntarily terminated, or if Mr. Gaylord's status and compensation
         are reduced without cause within one year of the change in control, Mr.
         Gaylord shall be entitled to payment of an amount equal to his annual
         salary. The Agreement provides that the Company and the Bank may
         terminate Mr. Gaylord's employment at any time for cause without
         further obligation to compensate Mr. Gaylord. The Agreement broadly
         defines cause to generally include, among other things, misfeasance,
         malfeasance, and nonfeasance of Mr. Gaylord's duties and breach of the
         Agreement. The Agreement further provides that Mr. Gaylord shall not,
         for a period of one year after Mr. Gaylord's last day of employment,
         provide financial services or otherwise compete with the business of
         the Company and the Bank in the City of Mason, Michigan and a three
         mile radius surrounding it. Further, Mr. Gaylord shall not during that
         one year period solicit customers of the Bank and its affiliates or
         solicit for hire any then current Bank or Company employees or contact
         them for the purpose of inducing them to leave the Bank or Company. The
         Agreement also requires Mr. Gaylord to maintain the confidentiality of
         certain information and trade secrets of the Company and the Bank
         following the termination of his employment.

         Item 12.    Security Ownership of Certain Beneficial Owners and
                     Management

                             PRINCIPAL SHAREHOLDERS

         The following table sets forth certain information, as of March 1,
         2001, as to the Common Stock beneficially owned by each person known by
         the Company to be the beneficial owner of more than five percent (5%)
         of the Common Stock:

<TABLE>
<CAPTION>

                                Name and Address         Amount and Nature       Percent
         Title of Class        of Beneficial Owner    of Beneficial Ownership    of Class
         --------------        -------------------    -----------------------    --------
<S>                          <C>                      <C>                      <C>
         Common Stock,         June M. Oesterle Trust           54,586 (1)        9.13%
         $5 par value          Lyle M. Oesterle Trust
                               1975 Okemos Road
                               Mason, MI  48854

         Common Stock,         Colin J. Fingerle Trust          37,343            6.24%
         $5 par value          2505 Londonderry Road
                               Ann Arbor, MI  48104
</TABLE>

             (1)  Total of shares owned by both the June M. Oesterle Trust of
                  which June M. Oesterle is the sole Trustee and the Lyle M.
                  Oesterle Trust of which Lyle M. Oesterle, spouse of June M.
                  Oesterle, is sole Trustee.


                                       16
<PAGE>   17

Part III (continued)

         In addition, reference is made to Directors - under Part III, Item 10,
         of this Form 10-K report on page 13.


         Item 13.    Certain Relationships and Related Transactions

         Directors and officers of the Company and their associates were
         customers of, and had transactions with, subsidiaries of the Company in
         the ordinary course of business during 2000. All loans and commitments
         included in such transactions were made in the ordinary course of
         business on substantially the same terms, including interest rates and
         collateral, as those prevailing at the time for comparable transactions
         with other persons and did not involve more than the normal risk of
         collectibility or present other unfavorable features.

         The information appearing in Note 4 on page 19 of the Notes to
         Consolidated Financial Statements of the 2000 Annual Report to
         Shareholders is incorporated by reference in response to this item.

                                     PART IV

         Item 14.    Exhibits, Financial Statement Schedules, and Reports on
                     Form 8-K

           (a). The following documents are filed as part of this report:

                1.   The following consolidated financial statements of Capital
                     Directions, Inc. included in the 2000 Annual Report to
                     Shareholders for the year ended December 31, 2000, are
                     incorporated herein by reference in Item 8:


<TABLE>
<CAPTION>

                                                                       Page in 2000
                                                                       Annual Report
                                                                       -------------
<S>                                                                     <C>
                     Consolidated balance sheets -
                         December 31, 2000 and 1999                           13

                     Consolidated statements of income for the years
                         ended December 31, 2000, 1999 and 1998               14

                     Consolidated statements of cash flows for the years
                         ended December 31, 2000, 1999 and 1998               15

                     Consolidated statements of changes in shareholders'
                         equity for the years ended December 31, 2000,
                         1999 and 1998                                        16

                     Notes to consolidated financial statements               17 - 24

                     Report of Independent Auditors                           12

                2.   Financial Statement Schedules

                     Not applicable

                3.   Exhibits
</TABLE>


                                       17
<PAGE>   18

PART IV - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(continued)


                      (3a) Articles of Incorporation and (3b) Bylaws (previously
                      filed as Exhibits included in Capital Directions, Inc.
                      Registration Statement Amendment No. 1 to Form S-4, No.
                      33-20417, Dated March 17, 1988).

                      (10) Material Contracts

                           (a)  Incentive Compensation Plans (previously filed
                                as Exhibits included in Capital Directions,
                                Inc.'s 1988 10-K report dated March 29, 1989 and
                                the 1993 10-K report dated March 29, 1994).
                           (b)  Directors Deferred Compensation Plans
                                (previously filed as Exhibits included in
                                Capital Directions, Inc.'s 1988 10-K report
                                dated March 29, 1989).
                           (c)  Supplementary Executive Retirement Plan
                                (previously filed as Exhibits included in
                                Capital Directions, Inc.'s 1988 10-K report
                                dated March 29, 1989).

                      (13) Annual Report to Shareholders for the year ended
                           December 31, 2000 (filed herewith).

                      (22) Subsidiaries of registrant (previously filed as
                           Exhibits included in Capital Directions, Inc.'s 1988
                           10-K report dated March 29, 1989)

                      (23) Consents of experts. Consent of Crowe, Chizek and
                           Company LLP.


                 (b). Reports on Form 8-K

                      No reports of Form 8-K were filed during the last quarter
                      of the year covered by this report.



                                       18
<PAGE>   19
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 23, 2001.


CAPITAL DIRECTIONS, INC.


       /s/ Timothy P. Gaylord            Timothy P. Gaylord
-------------------------------          (President and Chief Executive Officer)

       /s/ Lois A. Toth                  Lois A. Toth
-------------------------------          (Treasurer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been duly signed by the following persons in the capacities indicated on
March 23, 2001.

       /s/ George A. Sullivan            George A. Sullivan
-------------------------------          Chairman of Board of Directors

       /s/ Gerald W. Ambrose             Gerald W. Ambrose
-------------------------------          Vice Chairman of Board of Directors

       /s/ Douglas W. Dancer             Douglas W. Dancer
-------------------------------          Secretary of Board of Directors

       /s/ Timothy P. Gaylord            Timothy P. Gaylord
-------------------------------          President and Chief Executive Officer

       /s/ Marvin B. Oesterle            Marvin B. Oesterle
-------------------------------          Director

       /s/ Paula Johnson                 Paula Johnson
 ------------------------------          Director

       /s/ James W. Leasure              James W. Leasure
-------------------------------          Director


                                       19
<PAGE>   20

                                Index to Exhibits

         The following exhibits are filed or incorporated by reference as part
of this report:

         3(A)   Articles of Incorporation of the Registrant as currently in
                effect and any amendments thereto (Incorporated herein by
                reference to Exhibit 3(A) of the Registrants' Form S-4
                Registration Statement dated March 17, 1988 No. 33-20417).

         3(B)   Bylaws of the Registrant as currently in effect and any
                amendments thereto (Incorporated herein by reference to Exhibit
                3(B) of the Registrants' Form S-4 Registration Statement dated
                March 17, 1988 No. 33-20417).

         10(A)  Incentive Compensation Plans (Incorporated herein by reference
                to Exhibit 10(A) to Registrants' Report on Form 10-K for the
                year ended December 31, 1988 and December 31, 1993 [1988 and
                1993 10-K Reports]).

         10(B)  Directors Deferred Compensation Plan (Incorporated herein by
                reference to Exhibit 10(B) to Registrants' Report on Form 10-K
                for the year ended December 31, 1988 [1988 10-K Report]).

         10(C)  Supplementary Executive Retirement Plan (Incorporated herein by
                reference to Exhibit 10(C) to Registrants' Report on Form 10-K
                for the year ended December 31, 1988 [1988 10-K Report]).

         13     Annual Report to Shareholders for the year ended December 31,
                2000 (filed herewith).

         22     List of Subsidiaries (Incorporated herein by reference to
                Exhibit 22 to Registrants' Report on Form 10-K for the year
                ended December 31, 1988 [1988 10-K Report]).

         23     Consents of experts. Consent of Crowe, Chizek and Company LLP.



                                       20