UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                 Amendment No. 2

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                  For the fiscal year ended December 31, 2000

OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

      For the transition period from              to

      Commission file number 0-31125

                              CBCT BANCSHARES, INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Maryland                                             74-2957339
--------------------------------------------------------------------------------
(State or other jurisdiction of incorporation               (I.R.S. Employer
     or organization)                                        Identification No.)

    312 Main Street, Smithville, Texas                             78957
--------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number, including area code: (512) 237-2482.

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None
--------------------------------------------------------------------------------
           Securities Registered Pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
                                (Title of class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports) and (2) has been subject to such requirements for the past 90 days. YES
|X| NO |_|

      Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained herein, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. |X|

      State issuer's revenues for its most recent fiscal year: $3.17 million.

      The aggregate market value of the voting stock held by non-affiliates of
the registrant, computed by reference to the average of the bid and asked prices
of such stock on the Nasdaq Stock Market as of March 26, 2001, was $2.5 million.
(The exclusion from such amount of the market value of the shares owned by any
person shall not be deemed an admission by the registrant that such person is an
affiliate of the registrant.)

      As of March 5, 2001, there were issued and outstanding 281,031 shares of
the Issuer's Common Stock.

   Transitional Small Business Disclosure Format (check one): Yes |_| No |X|

                       DOCUMENTS INCORPORATED BY REFERENCE

 Parts II and IV of Form 10-KSB - Annual Report to Stockholders for the fiscal
                         year ended December 31, 2000.

      Part III of Form 10-KSB - Proxy Statement for 2001 Annual Meeting of
                                 Stockholders.

<PAGE>

                                     PART I

Item 1. Business

General

      CBCT Bancshares, Inc. ("CBCT" or the "Company") was formed in 2000 by
Community Bank of Central Texas ("Community Bank" or the "Bank") under the laws
of Maryland for the purpose of becoming the savings and loan holding company of
the Bank. The Company's business consists primarily of the business of the Bank.

      Community Bank is a Texas chartered stock savings bank headquartered in
Smithville, Texas. The Bank was originally chartered in 1934. In 2000, the Bank
converted from a mutual to a stock savings bank. Community Bank currently serves
the financial needs of customers primarily in Bastrop County, Texas, its market
area, through its full service banking office located in Smithville, Texas, and
also originates loans in its primary market area and the greater metropolitan
Austin, Texas area. Its deposits are insured up to applicable limits by the
Federal Deposit Insurance Corporation ("FDIC"). At December 31, 2000, Community
Bank had total assets of $37.7 million, deposits of $27.6 million and equity of
$4.3 million (or 11.3% of total assets).

      Community Bank's principal business consists of attracting retail deposits
from the general public and investing those funds primarily in permanent loans
secured by first mortgages on owner-occupied, one- to four-family residences and
a variety of consumer loans. The Bank also originates commercial real estate
and, to a much lesser extent, construction and commercial business loans. The
Bank's revenues are derived principally from interest on loans and investment
and mortgage-backed securities. It also generates revenue from service charges
and other income. Community Bank offer a variety of deposit accounts having a
wide range of interest rates and terms, which generally include savings
accounts, money market accounts, NOW and non-interest bearing demand deposit
accounts and time deposit accounts with varied terms ranging from 30 days to 60
months. Deposits are solicited in the Bank's primary market area of Bastrop
County, and the Bank has not accepted brokered deposits. At December 31, 2000,
$14.7 million, or 66%, of the Bank's total loan portfolio consisted of one- to
four-family residential mortgage loans. The Bank also invests in mortgage-backed
and other securities and other permissible investments.

Forward-Looking Statements

      The Company has made, and may continue to make, various forward-looking
statements with respect to earnings, credit quality and other financial and
business matters for periods subsequent to December 31, 2000. The Company
cautions that these forward-looking statements are subject to numerous
assumptions, risks and uncertainties, and that statements for subsequent periods
are subject to greater uncertainty because of the increased likelihood of
changes in underlying factors and assumptions. Actual results could differ
materially from forward-looking statements.

      In addition to those factors previously disclosed by the Company and those
factors identified elsewhere herein, the following factors could cause actual
results to differ materially from such forward-looking statements: pricing
pressures on loan and deposit products; actions of competitors; changes in local
and national economic conditions; customer deposit disintermediation; changes in
customers' acceptance of the Company's products and services; the extent and
timing of legislative and regulatory actions and reforms.

      The Company's forward-looking statements speak only as of the date on
which such statements are made. By making any forward-looking statements, the
Company assumes no duty to update them to reflect new, changing or unanticipated
events or circumstances.

Lending Activities

      General. Mortgage loans carry either a fixed or an adjustable rate of
interest. Mortgage loans are generally long-term and amortize on a monthly basis
with principal and interest due each month. Community Bank's fixed rate one- to
four-family residential loans are originated for sale to the secondary market.
At December 31, 2000, the Bank's net loan portfolio totaled $22.18 million,
which constituted 59% of total assets.

      Secured loans up to $10,000 may be approved by the consumer loan officer,
up to $25,000 by the vice president of lending and up to $75,000 by the
President. Any secured loan over the individual approval limits must be approved
by the executive committee. Unsecured loans may be approved by these individuals
up to $1,000, $5,000 and $10,000, respectively.

      At December 31, 2000, the maximum amount which could have been loaned to
any one borrower and the borrower's related entities was approximately $500,000.
The largest lending relationship to a single borrower or group of related
borrowers consisted of one loan for $493,051 secured by eleven duplexes located
in Smithville, Texas. At December 31, 2000, this loan was current and performing
in accordance with its terms.


                                       2
<PAGE>

      The following table presents information concerning the composition of
Community Bank's loan portfolio in dollar amounts and in percentages as of the
dates indicated.

<TABLE>
<CAPTION>
                                          December 31,
                                          ------------
                                            2000                    1999                    1998
                                          --------                --------                --------
                                           Amount      Percent     Amount     Percent       Amount    Percent
                                          --------    --------    --------    --------    --------    --------
                                          (Dollars in Thousands)
<S>                                       <C>               <C>   <C>               <C>   <C>               <C>
Real Estate Loans:
   One- to four-family residential        $ 14,748          66%   $ 11,627          53%   $ 13,218          63%
                                          --------    --------    --------    --------    --------    --------
   Multi-family residential                     --          --         137           1          --          --
                                          --------    --------    --------    --------    --------    --------

     Total residential loans                14,748          66      11,764          54      13,218          63
   Commercial real estate                    1,868           8       4,122          18       2,940          14
   Construction loans                        1,315           6       1,125           5         864           4
                                          --------    --------    --------    --------    --------    --------

     Total real estate loans                17,931          80      17,011          77      17,022          81
                                          --------    --------    --------    --------    --------    --------

Consumer Loans:
   Home equity                                 487           2         568           1         455           2
   Automobile loans                          3,321          15       3,040          14       2,853          13
   Other personal and installment loans        711           3       1,315           6         783           4
                                          --------    --------    --------    --------    --------    --------

     Total consumer loans                    4,519          20       4,923          21       4,091          19
                                          --------    --------    --------    --------    --------    --------

Unearned discount                               --                      --                      (3)
Unamortized loan fees and costs                (42)                    (42)                    (39)
                                          --------                --------                --------

     Total loans                            22,408         100%     21,892         100%     21,071         100%
                                                           ===                     ===                     ===

Allowance for loan losses                     (228)                   (199)                   (181)
                                          --------                --------                --------

     Net loans receivable                 $ 22,180                $ 21,693                $ 20,890
                                          ========                ========                ========
</TABLE>


                                       3
<PAGE>

      The following schedule illustrates the contractual maturity of Community
Bank's loan portfolio at December 31, 2000. Mortgages which have adjustable or
renegotiable interest rates are shown as maturing in the period during which the
contract is due. The schedule does not reflect the effects of possible
prepayments or enforcement of due-on-sale clauses.

<TABLE>
<CAPTION>
                                                    Over One
                                        One Year    Year to     Over Five
                                         or Less   Five Years     Years     Total
                                        -------     --------     -------   --------
                                                 (Dollars in Thousands)
<S>                                     <C>         <C>          <C>       <C>
One- to four-family residential loans   $ 3,936     $  7,354     $ 3,458   $ 14,748
All other loans                           2,766        4,683         253      7,702
                                        -------     --------     -------   --------

                                        $ 6,702     $ 12,037     $ 3,711     22,450
                                        =======     ========     =======   ========
Unamortized fees and costs                                                      (42)
Allowance for loan losses                                                      (228)
                                                                           --------

     Net loans                                                             $ 22,180
                                                                           ========
</TABLE>

      Of total loans of $22.4 million at December 31, 2000, approximately $9.6
million have fixed rates of interest and approximately $12.8 million have
adjustable rates of interest.

      One- to Four-Family Residential Real Estate Lending. At December 31, 2000,
one- to four-family residential mortgage loans totaled $14.7 million, or 65.62%
of our gross loan portfolio. Community Bank generally underwrites one- to
four-family loans based on the applicant's employment and credit history and the
appraised value of the subject property. Presently, the Bank will lend up to 90%
of the lesser of the appraised value or purchase price for one- to four-family
residential loans. For loans with a loan-to-value ratio in excess of 80%, the
Bank generally requires private mortgage insurance in order to reduce its
exposure below 80%. Properties securing one- to four-family loans are generally
appraised by independent fee appraisers approved by the board of directors.
Borrowers are required to obtain title and hazard insurance, and flood
insurance, if necessary, in an amount not less than the value of the property
improvements.

      Community Bank currently originates one- to four-family mortgage loans on
either a fixed- or adjustable-rate basis, as consumer demand dictates. The
Bank's pricing strategy for mortgage loans includes setting interest rates that
are competitive with Freddie Mac and other local financial institutions, and
consistent with the Bank's internal needs. Adjustable-rate mortgage, or ARM
loans, are offered with either a one-year, three-year or, to a lesser extent,
five-year term to the initial repricing date. After the initial period, the
interest rate for each ARM loan adjusts on an annual basis. The Bank uses the
weekly average of the appropriate term Treasury Bill Constant Maturity to
reprice ARM loans. During the year ended December 31, 2000, Community Bank
originated $1.0 million of one- to four-family ARM loans and $3.2 million of
one- to four-family fixed rate mortgage loans.

      Fixed-rate loans originated for sale to the secondary market are secured
by one- to four-family residences and have contractual maturities of up to 30
years, are generally fully amortizing and have payments due monthly. A
significant change in the current level of interest rates could alter the
average life of a residential loan in the Bank's portfolio considerably. The
Bank's one- to four-family loans do not contain prepayment penalties and do not
permit negative amortization of principal. Most are written using underwriting
guidelines which make them saleable in the secondary market. The Bank's real
estate loans generally contain a "due on sale" clause allowing it to declare the
unpaid principal balance due and payable upon the sale of the security property.

      Community Bank's one- to four-family residential ARM loans are fully
amortizing loans with contractual maturities of up to 30 years and payments due
monthly. ARM loans generally provide for specified minimum and maximum interest
rates, with a lifetime cap and floor, and a periodic adjustment on the interest
rate over the rate in effect on the date of origination. As a consequence of
using caps, the interest rates on these loans may not be as rate sensitive as is
the cost of funds.


                                       3
<PAGE>

      ARM loans generally pose different credit risks than fixed-rate loans,
primarily because as interest rates rise, the borrower's payment rises,
increasing the potential for default. The Bank has not experienced difficulty
with the payment history for these loans. See "- Asset Quality --Non-Performing
Assets" and "-- Classified Assets." At December 31, 2000, the one- to
four-family ARM loan portfolio totaled $10.9 million, or 48.66% of the Bank's
gross loan portfolio. At that date the fixed-rate one- to four-family mortgage
loan portfolio totaled $3.8 million, or 16.97% of the Bank's gross loan
portfolio.

      Multi-Family Residential and Commercial Real Estate Lending. Community
Bank offers a variety of multi-family residential and commercial real estate
loans. These loans are secured primarily by small retail establishments, rental
properties, small office buildings and storage facilities located in our primary
market area. At December 31, 2000, multi-family residential and commercial real
estate loans totaled $1.9 million or 8.48% of the Bank's gross loan portfolio.

      The Bank's currently originated loans secured by multi-family residential
and commercial real estate are originated with an adjustable interest rate. The
interest rate on these loans is generally tied to the prime rate of interest.
Loan-to-value ratios on our multi-family residential and commercial real estate
loans typically do not exceed 70% of the appraised value of the property
securing the loan. These loans typically require monthly payments, are fully
amortizing and have maximum maturities of 20 years.

      Loans secured by multi-family residential and commercial real estate are
underwritten based on the income producing potential of the property and the
financial strength of the borrower. The net operating income, which is the
income derived from the operation of the property less all operating expenses,
must be sufficient to cover the payments related to the outstanding debt.
Community Bank may require an assignment of rents or leases in order to be
assured that the cash flow from the project will be used to repay the debt.
Appraisals on properties securing multi-family residential and commercial real
estate loans are performed by independent state licensed fee appraisers approved
by the board of directors. See "-- Loan Originations, Purchases, Sales and
Repayments."

      Loans secured by multi-family residential and commercial real estate
properties are generally larger and involve a greater degree of credit risk than
one- to four-family residential mortgage loans. Because payments on loans
secured by multi-family residential and commercial real estate properties are
often dependent on the successful operation or management of the properties,
repayment of such loans may be subject to adverse conditions in the real estate
market or the economy. If the cash flow from the project is reduced, or if
leases are not obtained or renewed, the borrower's ability to repay the loan may
be impaired. See "- Asset Quality -- Non-Performing Loans."

      Construction and Development Lending. Community Bank originates
construction loans to builders and to individuals for the construction of their
residences. Substantially all of these loans are secured by property located
within the Bank's market area or within the greater metropolitan Austin, Texas
area. At December 31, 2000, the Bank had $1.3 million in construction and
development loans outstanding, representing 5.80% of its gross loan portfolio.

      Construction and development loans are obtained through continued business
with builders who have previously borrowed from us, from walk-in customers and
through referrals from existing customers and realtors. The application process
includes submission of accurate plans, specifications and costs of the project
to be constructed. These items are used as a basis to determine the appraised
value of the subject property. Loans are based on the lesser of current
appraised value and the cost of construction, including the land and the
building. Community Bank generally conducts regular inspections of the
construction project being financed.

      Loans to individuals for the construction of their residences may be
either short term construction financing or a construction/permanent loan which
automatically converts to a long term mortgage consistent with our one- to
four-family residential loan products. Loan-to-value ratios on our construction
and development loans typically do not exceed 85% of the appraised value of the
project on an as completed basis. Single family construction loans with a
loan-to-value ratio over 80% require private mortgage insurance.


                                       4
<PAGE>

      Because of the uncertainties inherent in estimating construction and
development costs and the market for the project upon completion, it is
relatively difficult to evaluate accurately the total loan funds required to
complete a project, the related loan-to-value ratios and the likelihood of
ultimate success of the project. These loans also involve many of the same risks
discussed above regarding commercial real estate loans and tend to be more
sensitive to general economic conditions than many other types of loans. In
addition, payment of interest from loan proceeds can make it difficult to
monitor the progress of a project.

      Consumer and Other Lending. Consumer loans generally have shorter terms to
maturity, which reduces our exposure to changes in interest rates, and carry
higher rates of interest than do one- to four-family residential mortgage loans.
In addition, management believes that offering consumer loan products helps to
expand and create stronger ties to our existing customer base by increasing the
number of customer relationships and providing cross-marketing opportunities. At
December 31, 2000, Community Bank's consumer loan portfolio totaled $4.5
million, or 20.09% of our gross loan portfolio. The Bank offer a variety of
secured consumer loans, including home equity loans, auto loans, boat and
recreational vehicle loans and loans secured by savings deposits. The Bank also
offers a limited amount of unsecured loans. Consumer and commercial business
loans are originated in the Bank's market area.

      Community Bank's home equity loans totaled $487,000, and comprised 2.17%
of the gross loan portfolio at December 31, 2000. These loans may be originated
in amounts, together with the amount of the existing first mortgage, of up to
80% of the value of the property securing the loan. The term to maturity on the
Bank's home equity loans may be up to 20 years.

      Community Bank originates auto loans, boat loans and recreational vehicle
loans on a direct basis. These loans totaled $3.3 million at December 31, 2000,
or 14.73% of the Bank's gross loan portfolio. Auto, boat and recreational
vehicle loans may be written for up to five years and usually have fixed rates
of interest. Loan to value ratios for automobile loans are up to 100% of the
sales price for new autos and up to 100% of value on used cars, based on
valuation from official used car guides.

      Consumer loans may entail greater risk than do one- to four-family
residential mortgage loans, particularly in the case of consumer loans which are
secured by rapidly depreciable assets, such as automobiles, boats and
recreational vehicles. In these cases, any repossessed collateral for a
defaulted loan may not provide an adequate source of repayment of the
outstanding loan balance. As a result, consumer loan collections are dependent
on the borrower's continuing financial stability and, thus, are more likely to
be adversely affected by job loss, divorce, illness or personal bankruptcy.

      Community Bank intends to expand its consumer and other lending in the
future to include commercial business lending. Commercial business loans are
loans extended to finance local businesses and include short term loans to
finance machinery and equipment purchases and inventory.

      Unlike residential mortgage loans, commercial business loans are typically
made on the basis of the borrower's ability to make repayment from the cash flow
of the borrower's business. As a result, the availability of funds for the
repayment of commercial business loans may be substantially dependent on the
success of the business itself (which, in turn, is often dependent in part upon
general economic conditions). Commercial business loans are usually, but not
always, secured by business assets. However, the collateral securing the loans
may depreciate over time, may be difficult to appraise and may fluctuate in
value based on the success of the business.

Loan Originations, Purchases, Sales and Repayments

      Community Bank originates loans through referrals from real estate brokers
and builders, our marketing efforts, and our existing and walk-in customers.
While the Bank originates both adjustable-rate and fixed-rate loans, the Bank's
ability to originate loans is dependent upon customer demand for loans in our
market areas. Demand is affected by local competition and the interest rate
environment. During the last several years, due to low market interest rates,
the Bank's dollar volume of fixed-rate, one- to four-family loans has exceeded
the dollar volume of the same type of adjustable-rate loans. From time to time,
the Bank sells fixed rate, one- to four-family residential loans. Furthermore,
during the past few years, Community Bank, like many other financial
institutions, has experienced significant prepayments on loans due to the low
interest rate environment prevailing in the United States.

      In periods of economic uncertainty, the ability of financial institutions,
including Community Bank, to originate or purchase large dollar volumes of real
estate loans may be substantially reduced or restricted, with a resultant
decrease in interest income.


                                       5
<PAGE>

      The following table shows the loan origination and repayment activities of
Community Bank for the periods indicated, and includes loans originated for both
its own portfolio and for sale in the secondary market.

                                           Years Ended December 31,
                                           ------------------------
                                             2000          1999          1998
                                           --------      --------      --------
                                           (Dollars in Thousands)

Total loans, beginning of year .......     $ 21,892      $ 21,071      $ 21,527

Loan originations:
   Real estate mortgage loans ........        5,718         9,414         7,450
   Consumer loans ....................        1,465         2,405         2,564
   Other loans .......................        1,145           173           194
                                           --------      --------      --------

     Total loan originations .........        8,328        11,992        10,208
                                           --------      --------      --------

Loan repayments and sales ............       (7,812)      (11,171)      (10,664)
                                           --------      --------      --------

Total loans, end of period ...........     $ 22,408      $ 21,892      $ 21,071
                                           ========      ========      ========

Asset Quality

      When a borrower fails to make a payment on a mortgage loan on or before
the default date, Community Bank mails a delinquency notice to the borrower when
the loan is 10 days past due. When the loan is 15 days past due, the Bank mails
a subsequent delinquent notice to the borrower. All delinquent accounts are
reviewed by loan personnel, who attempt to cure the delinquency by contacting
the borrower once the loan is 30 days past due. If the loan becomes 60 days
delinquent, the collector will generally contact by phone or send a personal
letter to the borrower in order to identify the reason for the delinquency. Once
the loan becomes 90 days delinquent, contact with the borrower is made
requesting payment of the delinquent amount in full, or the establishment of an
acceptable repayment plan to bring the loan current. If an acceptable repayment
plan has not been agreed upon, loan personnel will generally refer the account
to legal counsel, with instructions to prepare a notice of intent to foreclose.
The notice of intent to foreclose allows the borrower up to 30 days to bring the
account current. Once the loan becomes 120 days delinquent, and an acceptable
repayment plan has not been agreed upon, the collection officer will turn over
the account to our legal counsel with instructions to initiate foreclosure.

      For consumer loans a similar process is followed, with the initial written
contact being made once the loan is 7 days past due. Follow-up contacts are
generally on an accelerated basis compared to the mortgage loan procedure.


                                       6
<PAGE>

      Delinquent Loans. The following table sets forth our loans delinquent 60 -
89 days by type, number, amount and percentage of type at December 31, 2000.

<TABLE>
<CAPTION>
                  60 to 89 days past due            90 days and over past due         Total over 60 days past due
                  ----------------------            -------------------------         ---------------------------
                                         Percent                           Percent                            Percent
                                         of Loan                           of Loan                            of Loan
                   Number     Amount    Category     Number     Amount    Category     Number     Amount     Category
                  --------   --------   --------    --------   --------   --------    --------   --------    --------
                                                      (Dollars in Thousands)
<S>                     <C>  <C>            <C>           <C>  <C>            <C>           <C>  <C>             <C>
Real estate:
   Residential           1   $     32       0.22%         --   $     --                      1   $     32        0.22%
   Commercial           --         --         --          --         --         --          --         --          --
   Construction         --         --         --          --         --         --          --         --          --

Other:
   Consumer              1          2       0.05%          2         12       0.29%          3         14        0.34%
   Commercial           --         --         --          --         --         --          --         --          --
                  --------   --------               --------   --------               --------   --------

Total                    2   $     34                      2   $     12                      4   $     46
                  ========   ========               ========   ========               ========   ========
</TABLE>

      Non-Performing Assets. The table below sets forth the amounts and
categories of non-performing assets in Community Bank's loan portfolio.
Non-performing assets consist of non-accrual loans, accruing loans past due 90
days and more, and foreclosed assets. Loans to a customer whose financial
condition has deteriorated are considered for non-accrual status whether or not
the loan is 90 days and over past due. All loans past due 90 days and over are
classified as non-accrual. On non-accrual loans, interest income is not
recognized until actually collected. At the time the loan is placed on
non-accrual status, interest previously accrued but not collected is reversed
and charged against current income.

      Foreclosed assets consist of real estate and other assets which have been
acquired through foreclosure on loans. At the time of foreclosure, assets are
recorded at the lower of their estimated fair value less selling costs or the
loan balance, with any write-down charged against the allowance for loan losses.
At all dates presented, Community Bank had no troubled debt restructurings which
involve forgiving a portion of interest or principal on any loans or making
loans at a rate materially less than that of market rates.


                                       7
<PAGE>

                                                             December 31,
                                                         2000    1999    1998
                                                         ----    ----    ----
                                                         (Dollars in Thousands)
Non-accruing loans:
   One-to-four family residential                        $ --    $ 60    $ 84
   Multi-family residential                                --      --      --
   Commercial real estate                                  --      --      --
   Commercial non-real estate                              --      --      --
   Consumer                                                --       1      17
                                                         ----    ----    ----

     Total                                                 --      61     101
                                                         ----    ----    ----

Accruing loans past due 90 days and over:
   One-to-four family residential                          --      --       3
   Multi-family residential                                --      --      --
   Commercial real estate                                  --      --      --
   Commercial non-real estate                              --      --      --
   Consumer                                                12       7      --
                                                         ----    ----    ----

     Total                                                 12       7       3
                                                         ----    ----    ----

Total non-performing loans                                 12      68     104

Foreclosed assets                                           3      --      --
                                                         ----    ----    ----

Total non-performing assets                              $ 15    $ 68    $104
                                                         ====    ====    ====

Allowance for loan losses                                $228    $199    $181
                                                         ====    ====    ====

Coverage of non-performing loans                         1900%    293%    174%
                                                         ====    ====    ====

Non-performing assets as a percentage of total assets    0.03%   0.16%   0.26%
                                                         ====    ====    ====

      Other Loans of Concern. In addition to the non-performing assets set forth
in the table above, as of December 31, 2000, there was also an aggregate of $0
in net book value of loans with respect to which known information about the
possible credit problems of the borrowers have caused management to have doubts
as to the ability of the borrowers to comply with present loan repayment terms
and which may result in the future inclusion of such items in the non-performing
asset categories. These loans have been considered in management's determination
of the adequacy of our allowance for loan losses.

      Classified Assets. Regulations provide for the classification of loans and
other assets, such as debt and equity securities considered by regulators to be
of lesser quality, as "substandard," "doubtful" or "loss." An asset is
considered "substandard" if it is inadequately protected by the current net
worth and paying capacity of the obligor or of the collateral pledged, if any.
"Substandard" assets include those characterized by the "distinct possibility"
that the insured institution will sustain "some loss" if the deficiencies are
not corrected. Assets classified as "doubtful" have all of the weaknesses
inherent in those classified "substandard," with the added characteristic that
the weaknesses present make "collection or liquidation in full," on the basis of
currently existing facts, conditions, and values, "highly questionable and
improbable." Assets classified as "loss" are those considered "uncollectible"
and of such little value that their continuance as assets without the
establishment of a specific loss reserve is not warranted.

         When an insured institution classifies problem assets as either
substandard or doubtful, it may establish general allowances for loan losses in
an amount deemed prudent by management and approved by the board of


                                       8
<PAGE>

directors. General allowances represent loss allowances which have been
established to recognize the inherent risk associated with lending activities,
but which, unlike specific allowances, have not been allocated to particular
problem assets. When an insured institution classifies problem assets as "loss,"
it is required either to establish a specific allowance for losses equal to 100%
of that portion of the asset so classified or to charge off such amount. An
institution's determination as to the classification of its assets and the
amount of its valuation allowances is subject to review by the FDIC, which may
order the establishment of additional general or specific loss allowances.

      In connection with Community Bank's filing of periodic reports with the
FDIC and in accordance with the Bank's classification of assets policy, the Bank
regularly reviews the problem assets in its portfolio to determine whether any
assets require classification in accordance with applicable regulations. On the
basis of management's review of assets, at December 31, 2000, $288,000 of assets
were classified as substandard, $0 as doubtful and $8,259 as loss. The total
amount classified represented 6.89% of the Bank's equity capital and 0.74% of
the Bank's assets at December 31, 2000.

      Provision for Loan Losses. The provision for loan losses is charged to
income to bring our allowance for loan losses to a level deemed appropriate by
management based on the factors discussed below under "-- Allowance for Loan
Losses." The provision for loan losses during the year ended December 31, 2000
was based on management's review of such factors which indicated that the
allowance for loan losses was adequate to cover losses inherent in the loan
portfolio as of December 31, 2000.

      Allowance for Loan Losses. Community Bank maintains an allowance for loan
losses to absorb losses inherent in the loan portfolio. The allowance is based
on ongoing, quarterly assessments of the estimated losses inherent in the loan
portfolio. The methodology for assessing the appropriateness of the allowance
consists of several key elements, which include the formula allowance, specific
allowances for identified problem loans and portfolio segments and the
unallocated allowance. In addition, the allowance incorporates the results of
measuring impaired loans as provided in SFAS No. 114, "Accounting by Creditors
for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosures." These accounting
standards prescribe the measurement methods, income recognition and disclosures
related to impaired loans.

      The formula allowance is calculated by applying loss factors to
outstanding loans based on the internal risk evaluation of the loans or pools of
loans. Changes in risk evaluations of both performing and nonperforming loans
affect the amount of the formula allowance. Loss factors are based both on our
historical loss experience as well as on significant factors that, in
management's judgment, affect the collectibility of the portfolio as of the
evaluation date.

      The appropriateness of the allowance is reviewed by management based upon
its evaluation of then-existing economic and business conditions affecting the
Bank's key lending areas and other conditions, such as credit quality trends
(including trends in nonperforming loans expected to result from existing
conditions), collateral values, loan volumes and concentrations, specific
industry conditions within portfolio segments and recent loss experience in
particular segments of the portfolio that existed as of the balance sheet date
and the impact that such conditions were believed to have had on the
collectibility of the loan. Senior management reviews these conditions quarterly
in discussions with the Bank's senior credit officers. To the extent that any of
these conditions is evidenced by a specifically identifiable problem credit or
portfolio segment as of the evaluation date, management's estimate of the effect
of such condition may be reflected as a specific allowance applicable to such
credit or portfolio segment. Where any of these conditions is not evidenced by a
specifically identifiable problem credit or portfolio segment as of the
evaluation date, management's evaluation of the loss related to this condition
is reflected in the unallocated allowance. The evaluation of the inherent loss
with respect to these conditions is subject to a higher degree of uncertainty
because they are not identified with specific problem credits or portfolio
segments.

      The allowance for loan losses is based on estimates of losses inherent in
the loan portfolio. Actual losses can vary significantly from the estimated
amounts. Community Bank's methodology as described permits adjustments to any
loss factor used in the computation of the formula allowance in the event that,
in management's judgment, significant factors which affect the collectibility of
the portfolio as of the evaluation date are not reflected in the loss factors.
By assessing the estimated losses inherent in the loan portfolio on a quarterly
basis, the Bank is able to adjust specific and inherent loss estimates based
upon any more recent information that has become available.


                                       9
<PAGE>

      At December 31, 2000, Community Bank's allowance for loan losses was
$228,000 or 1.02% of the total loan portfolio and approximately 1900% of total
non-performing loans. Assessing the adequacy of the allowance for loan losses is
inherently subjective as it requires making material estimates, including the
amount and timing of future cash flows expected to be received on impaired
loans, that may be susceptible to significant change. In the opinion of
management, the allowance, when taken as a whole, is adequate to absorb
reasonable estimated loan losses inherent in our loan portfolios.

      The following table sets forth an analysis of our allowance for loan
losses.

<TABLE>
<CAPTION>
                                                       Years Ended December 31,
                                                  ----------------------------------
                                                    2000         1999         1998
                                                  --------     --------     --------
                                                        (Dollars in Thousands)
<S>                                               <C>          <C>          <C>
Total loans outstanding (at end of period)        $ 22,408     $ 21,892     $ 21,071
                                                  ========     ========     ========

Average loans outstanding (period to date)        $ 23,854     $ 21,485     $ 21,299
                                                  ========     ========     ========

Allowance for loan losses, beginning of period    $    199     $    181     $    157

Loan charge-offs:
     One- to four-family residential                    --           --           --
     Multi-family residential                           --           --           --
     Commercial real estate                             --           --           --
     Construction                                       --           --           --
     Consumer loans                                     (5)         (12)          --
     Commercial loans                                   --           --           --
                                                  --------     --------     --------
        Total loan charge-offs                          (5)         (12)          --
                                                  --------     --------     --------

Loan recoveries:
     One- to four-family residential                    --           30           24
     Multi-family residential                           --           --           --
     Commercial real estate                             --           --           --
     Construction                                       --           --           --
     Consumer loans                                     --           --           --
     Commercial loans                                   --           --           --
                                                  --------     --------     --------
        Total loan recoveries                           --           30           24
                                                  --------     --------     --------

Net loan (charge-offs) recoveries                       (5)          18           24
Provision charged to operations                         34           --           --
                                                  --------     --------     --------

Allowance for loan losses, end of period          $    228     $    199     $    181
                                                  ========     ========     ========

Ratio of net loan charge-offs during the period
   to average loans outstanding                       0.02%       (0.08)%      (0.11)%
                                                      ====        =====        =====

Provision as a percentage of average loans            0.14%        0.00%        0.00%
                                                      ====         ====         ====

Allowance as a percentage of total loans              1.02%        0.91%        0.86%
                                                      ====         ====         ====
</TABLE>


                                       10
<PAGE>

      The allowance for loan losses is established through charges to operations
in the form of a provision for loan losses. Loans, or portions thereof, which
are considered to be uncollectible are charged against the allowance and
subsequent recoveries, if any, are credited to the allowance. The allowance
represents the amount, which in the judgment of the Bank's management, will be
adequate to absorb possible losses. The adequacy of the allowance is determined
by management's continuous evaluation of the loan portfolio and the Asset
Committee of the Board of Directors. Industry concentrations, specific credit
risks, past loan loss experience, delinquency ratios, current loan portfolio
quality and projected economic conditions in the Bank's market areas are
pertinent factors in determining the adequacy of the allowance for loan losses.
Loans identified as losses by management are charged off.

      At December 31, 2000, the Bank had specific loan loss reserves of $8,000
and general, unallocated loan loss reserves of $220,000.


                                       11
<PAGE>

      The distribution of the allowance for losses on loans at the dates
indicated is summarized as follows.

<TABLE>
<CAPTION>
                                         December 31, 2000       December 31, 1999       December 31, 1998       December 31, 1997
                                       ---------------------   ---------------------   ---------------------   ---------------------
                                                 Percent of              Percent of              Percent of              Percent of
                                                    Loans                   Loans                   Loans                   Loans
                                                   in Each                 in Each                 in Each                 in Each
                                                  Category                Category                Category                Category
                                                     to                      to                      to                      to
                                        Amount   Total Loans    Amount   Total Loans    Amount   Total Loans    Amount   Total Loans
                                       --------  -----------   --------  -----------   --------  -----------   --------  -----------
<S>                                    <C>           <C>       <C>           <C>       <C>           <C>       <C>           <C>
One- to four-family residential ....   $ 60,420       64%      $ 52,735       53%      $ 57,015       63%      $ 58,090       74%
Multi-family residential ...........      1,141       --            995        1             --       --             --       --
Commercial real estate .............     20,520       10         17,910       18         12,670       14          9,420       12
Construction loans .................      5,700        6          4,975        5          3,620        4          2,355        3
Home equity ........................      9,689        3          8,457        3          6,787        2          1,177       --
Automobile loans ...................     51,300       11         44,775       14         43,440       13         34,540        8
Other personal and investment loans      22,230        6         19,403        6         12,218        4         12,168        3
Unallocated ........................     57,000       --         49,750       --         45,250       --         39,250       --
                                       --------      ---       --------      ---       --------      ---       --------      ---
                                       $228,000      100%      $199,000      100%      $181,000      100%      $157,000      100%
                                       ========      ===       ========      ===       ========      ===       ========      ===
</TABLE>


                                       12
<PAGE>

Investment Activities

      Community Bank is authorized to invest in various types of liquid assets,
including United States Treasury obligations, securities of various federal
agencies, including callable agency securities, certificates of deposit of
insured banks and savings institutions, bankers' acceptances, repurchase
agreements and federal funds. Subject to various restrictions, savings
institutions may also invest their assets in investment grade commercial paper
and corporate debt securities and mutual funds whose assets conform to the
investments that a federally chartered savings institution is otherwise
authorized to make directly. See "How We Are Regulated - Community Bank" for a
discussion of additional restrictions on our investment activities.

      The president has the basic responsibility for the management of our
investment portfolio, subject to the direction and guidance of the
Investment/Asset and Liability Management Committee. The president considers
various factors when making decisions, including the marketability, maturity and
tax consequences of the proposed investment. The maturity structure of
investments will be affected by various market conditions, including the current
and anticipated slope of the yield curve, the level of interest rates, the trend
of new deposit inflows, and the anticipated demand for funds via deposit
withdrawals and loan originations and purchases.

      The current objectives of the investment portfolio are to provide
liquidity when loan demand is high, to assist in maintaining earnings when loan
demand is low and to maximize earnings while satisfactorily managing risk,
including credit risk, reinvestment risk, liquidity risk and interest rate risk.

      Community Bank's investment securities currently consist of state and
political subdivision securities, mortgage-backed securities, and corporate
obligations. See Note 2 of the Notes to Consolidated Financial Statements. The
Bank's mortgage-backed securities portfolio currently consists of securities
issued under government-sponsored agency programs.

      While mortgage-backed securities, carry a reduced credit risk as compared
to whole loans, these securities remain subject to the risk that a fluctuating
interest rate environment, along with other factors like the geographic
distribution of the underlying mortgage loans, may alter the prepayment rate of
the mortgage loans and so affect both the prepayment speed, and value, of the
securities.

      Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities," requires that investments be
categorized as "held to maturity," "trading securities" or "available for sale,"
based on management's intent as to the ultimate disposition of each security.
Statement of Financial Accounting Standards No. 115 allows debt securities to be
classified as "held to maturity" and reported in financial statements at
amortized cost only if the reporting entity has the positive intent and ability
to hold those securities to maturity. Securities that might be sold in response
to changes in market interest rates, changes in the security's prepayment risk,
increases in loan demand, or other similar factors cannot be classified as "held
to maturity." Debt and equity securities held for current resale are classified
as "trading securities." These securities are reported at fair value, and
unrealized gains and losses on the securities would be included in earnings.
Community Bank does not currently use or maintain a trading account. Debt and
equity securities not classified as either "held to maturity" or "trading
securities" are classified as "available for sale." These securities are
reported at fair value, and unrealized gains and losses on the securities are
excluded from earnings and reported, net of deferred taxes, as a separate
component of equity.


                                       13
<PAGE>

      The following table sets forth the composition of Community Bank's
investment and mortgage-related securities portfolio and other investments at
the dates indicated. The investment securities portfolio at December 31, 2000,
did not contain securities of any issuer with an aggregate book value in excess
of 10% of our equity capital, excluding those issued by the United States
Government or its agencies.

<TABLE>
<CAPTION>
                                                             December 31,
                                      -----------------------------------------------------------
                                             2000                 1999                 1998
                                      -----------------    -----------------    -----------------
                                      Carrying   % of      Carrying   % of      Carrying   % of
                                       Value     Total      Value     Total      Value     Total
                                      -------   -------    -------   -------    -------   -------
                                                         (Dollars in Thousands)
<S>                                   <C>           <C>    <C>           <C>    <C>           <C>
Securities available for sale, at
  fair value:
  State and political subdivisions    $   114         2%   $   148         1%   $    --        --%
  Mortgage-backed securities            2,279        37     15,898        98      7,031        94
  Other                                 3,694        61        231         1        445         6
                                      -------   -------    -------   -------    -------   -------

    Total                             $ 6,087       100%   $16,277       100%   $ 7,476       100%
                                      =======   =======    =======   =======    =======   =======

Securities to be held to maturity,
  at amortized cost:
  State and political subdivisions    $    --        --%   $    --        --%   $   175         3%
  Mortgage-backed securities            2,656        47         --        --      5,838        97
  Other                                 2,991        53         --        --         --        --
                                      -------   -------    -------   -------    -------   -------

    Total                             $ 5,647       100%   $    --       --%    $ 6,013       100%
                                      =======   =======    =======   =======    =======   =======
Securities  to be held to maturity,
at fair value                         $ 5,687              $    --              $ 5,974
                                      =======              =======              =======
</TABLE>


                                       14
<PAGE>

      The composition and maturities of the investment securities and
mortgage-backed securities portfolio, excluding Federal Home Loan Bank stock and
our trading portfolio as of December 31, 2000 are indicated in the following
table.

<TABLE>
<CAPTION>
                                     Less than 1 Year     1 to 5 Years      5 to 10 Years     Over 10 Years     Total Securities
                                     ---------------    ---------------    ---------------   ---------------    ---------------
                                              Average            Average            Average           Average            Average
                                     Amount    Yield    Amount    Yield    Amount    Yield   Amount    Yield    Amount    Yield
                                     ------   ------    ------   ------    ------   ------   ------   ------    ------   ------
                                                                       (Dollars in Thousands)
<S>                                  <C>        <C>     <C>        <C>     <C>        <C>    <C>        <C>     <C>        <C>
Securities available for sale at
fair market value:
  State and political                $   35     5.75%   $   79     5.75%   $   --       --%  $   --       --%   $  114     5.75%
    subdivisions
  Mortgage-backed securities             --       --       486     6.46       386     6.72    1,407     7.17     2,279     6.98
  Other                                  --       --     2,373     7.12       982     7.59      339     1.12     3,694     7.18
                                     ------   ------    ------   ------    ------   ------   ------   ------    ------   ------

      Total                          $   35     5.75%   $2,938     6.98%   $1,368     7.31%  $1,746     6.07%   $6,087     7.08%
                                     ======   ======    ======   ======    ======   ======   ======   ======    ======   ======
Securities to be held to maturity,
  at cost:
    Mortgage-backed securities       $   --       --%   $2,065     6.73%   $   --       --%  $  591     7.11%   $2,656     6.81%
    Other                             1,000     6.41     1,991     6.67        --       --       --       --     2,991     6.58
                                     ------   ------    ------   ------    ------   ------   ------   ------    ------   ------

      Total                          $1,000     6.41%   $4,056     6.71%   $   --       --%  $  591     7.11%   $5,647     6.69%
                                     ======   ======    ======   ======    ======   ======   ======   ======    ======   ======
</TABLE>

Marketable equity securities are shown in the over 10 years column.

Interest earned on tax-exempt securities has not been computed on a
tax-equivalent basis because of the insignificant amount of these securities
owned.


                                       15
<PAGE>

Sources of Funds

      General. Community Bank's sources of funds are deposits, borrowings,
payment of principal and interest on loans, interest earned on or maturation of
other investment securities and funds provided from operations.

      Deposits. The Bank offers a variety of deposit accounts to both consumer
and businesses having a wide range of interest rates and terms. Deposits consist
of NOW accounts, time deposit accounts, savings and money market and demand
accounts and certificates of deposit. The Bank solicit deposits in its market
areas and has not accepted brokered deposits. The Bank primarily relies on
competitive pricing policies, marketing and customer service to attract and
retain these deposits.

      The flow of deposits is influenced significantly by general economic
conditions, changes in money market and prevailing interest rates and
competition. The variety of deposit accounts we offer has allowed us to be
competitive in obtaining funds and to respond with flexibility to changes in
consumer demand. Community Bank has become more susceptible to short-term
fluctuations in deposit flows, as customers have become more interest rate
conscious. The Bank tries to manage the pricing of its deposits in keeping with
its asset/liability management, liquidity and profitability objectives, subject
to competitive factors. Based on experience, the Bank believes that its deposits
are relatively stable sources of funds. Despite this stability, the ability to
attract and maintain these deposits and the rates paid on them has been and will
continue to be significantly affected by market conditions.

      The following table sets forth the dollar amount of savings deposits in
the various types of deposit programs we offered at the dates indicated.

<TABLE>
<CAPTION>
                                                       December 31,
                                -----------------------------------------------------------
                                       2000                 1999                 1998
                                -----------------    -----------------    -----------------
                                 Amount   Percent     Amount   Percent     Amount   Percent
                                -------   -------    -------   -------    -------   -------
                                        (Dollars in Thousands)
<S>                             <C>           <C>    <C>           <C>    <C>           <C>
Noninterest-bearing accounts    $   707         3%   $   377         1%   $   200         1%
Savings accounts                  1,537         6      1,770         5      1,326         4
NOW and money market accounts     4,923        18      4,852        15      4,438        14
                                -------   -------    -------   -------    -------   -------
    Total non-certificates        7,167        27      6,999        21
                                -------   -------    -------   -------
Certificates of deposit:
    4.00% to 4.99%                3,054        11     15,230        47
    5.00% to 5.99%               11,990        43      7,120        22
    6.00% to 6.99%                5,374        19      3,005        10
                                -------   -------    -------   -------
    Total certificates           20,418        73     25,355        79     26,174        81
                                -------   -------    -------   -------    -------   -------
        Total deposits          $27,585       100%   $32,354       100%   $32,138       100%
                                =======   =======    =======   =======    =======   =======
</TABLE>


                                       16
<PAGE>

      The following table shows rate and maturity information for Community
Bank's certificates of deposit as of December 31, 2000.


                                                                Weighted Average
                                                    Amount           Rate
                                                    -------     ----------------
                                                      (Dollars in Thousands)

Certificate accounts maturing within:
One month                                           $ 1,444          4.96%
One to three months                                   3,607          5.34
Three to six months                                   4,691          5.27
Nine to twelve months                                 5,188          5.57
One to three years                                    5,010          5.92
Over three years                                        478          5.37
                                                    -------          ----
     Total                                          $20,418          5.51%
                                                    =======          ====

      The following table indicates the amount of Community Bank's certificates
of deposit and other deposits by time remaining until maturity as of December31,
2000.

<TABLE>
<CAPTION>
                                                              Maturity
                                                 -----------------------------------
                                                               Over
                                                 3 Months     3 to 12        Over
                                                 or Less      Months       12 months     Total
                                                 -------      -------      -------      -------
                                                                 (In Thousands)
<S>                                              <C>          <C>          <C>          <C>
Certificates of $100,000 and over                $   416      $ 1,089      $   583      $ 2,088

Certificates of deposit of $100,000 or more        4,635        8,790        4,905       18,330
                                                 -------      -------      -------      -------

Total certificates of deposit                    $ 5,051      $ 9,879      $ 5,488      $20,418
                                                 =======      =======      =======      =======
</TABLE>


                                       17
<PAGE>

      Borrowings. Although deposits are Community Bank's primary source of
funds, the Bank may utilize borrowings when they are a less costly source of
funds, and can be invested at a positive interest rate spread, when additional
capacity to fund loan demand is desired or when such borrowings meet our
asset/liability management goals. Borrowings historically have consisted of
advances from the Federal Home Loan Bank of Dallas. See Note 8 of the Notes to
Consolidated Financial Statements.

      We may obtain advances from the Federal Home Loan Bank of Dallas upon the
security of our mortgage loans and mortgage-backed securities. These advances
may be made pursuant to several different credit programs, each of which has its
own interest rate, range of maturities and call features. At December 31, 2000,
we had $5.4 million in Federal Home Loan Bank advances outstanding.

      The following table sets forth information as to our Federal Home Loan
Bank advances for the periods indicated.

                                                      Years Ended December 31,
                                                     --------------------------
                                                      2000      1999      1998
                                                     ------    ------    ------
                                                       (Dollars in Thousands)

Federal Home Loan Bank advances:
   Maximum balance                                   $7,736    $8,000    $4,000
                                                     ======    ======    ======
   Average monthly balance                           $6,314    $6,716    $  296
                                                     ======    ======    ======

   Amount outstanding at end of period               $5,438    $7,392    $4,000
                                                     ======    ======    ======

   Weighted average interest rate of advances          5.21%     5.36%     5.07%
                                                     ======    ======    ======

Subsidiary and Other Activities

      At December 31, 2000, Community Bank had a $1,000 investment in an
inactive subsidiary. The subsidiary was engaged in securities brokerage
activities through a third party from 1993 through 1998. Effective January 1,
1999, its operations were combined into Community Bank and the subsidiary became
inactive.

Regulation

      Set forth below is a brief description of all material aspects of the laws
and regulations which are applicable to CBCT Bancshares, Inc. and Community
Bank.

      Legislation is introduced from time to time in the United States Congress
that may affect the operations of CBCT Bancshares, Inc. and Community Bank. In
addition, the regulations governing CBCT Bancshares, Inc. and Community Bank may
be amended from time to time by the Texas Savings and Loan Department and the
FDIC. Any such legislation or regulatory changes in the future could adversely
affect CBCT Bancshares, Inc. or Community Bank. No assurance can be given as to
whether or in what form any such changes may occur.

General

      Community Bank, as a Texas chartered savings bank, is subject to both
state and federal regulation and oversight by the Texas Savings and Loan
Department and the FDIC extending to all aspects of its operations. Community
Bank also is subject to requirements established by the Federal Reserve Board.
Community Bank is required to file periodic reports with the Texas Savings and
Loan Department and the FDIC and is subject to periodic examinations by the
Texas Savings and Loan Department and the FDIC. The investment and lending
authority of Community Bank is prescribed by state laws and regulations, and
Community Bank is prohibited from engaging in any activities not permitted by
such laws and regulations. Such regulation and supervision primarily is


                                       18
<PAGE>

intended for the protection of depositors and not for the purpose of protecting
shareholders. This regulatory oversight will continue to apply to Community Bank
following the reorganization.

      The Texas Savings and Loan Department regularly examines Community Bank
and prepares reports for the consideration of Community Bank's board of
directors on any deficiencies that it may find in Community Bank's operations.
The FDIC also has the authority to examine Community Bank in its role as the
administrator of the Savings Association Insurance Fund. Community Bank's
relationship with its depositors and borrowers also is regulated to a great
extent by both Federal and state laws, especially in such matters as the
ownership of savings accounts and the form and content of Community Bank's
mortgage requirements. In addition, the Federal Reserve Board also has the
authority to make or amend regulations which govern CBCT Bancshares and
Community Bank. Any change in such regulations, whether by the FDIC, the Texas
Savings and Loan Department or Congress, could have a material adverse impact on
CBCT Bancshares, Inc. and Community Bank and their operations.

CBCT Bancshares, Inc.

      CBCT Bancshares, Inc. is a bank holding company. A bank holding company
must obtain Federal Reserve Board approval before: (i) acquiring, directly or
indirectly, ownership or control of any voting shares of another bank or bank
holding company if, after such acquisition, it would own or control more than 5%
of such shares (unless it already owns or controls the majority of such shares);
(ii) acquiring all or substantially all of the assets of another bank or bank
holding company; or (iii) merging or consolidating with another bank holding
company.

      Additionally, a bank holding company may not, with certain exceptions,
acquire direct or indirect ownership or control of more than 5% of the voting
shares of any company which is not a bank or bank holding company, or engage
directly or indirectly in activities other than those of banking, managing or
controlling banks, or providing services for its subsidiaries. The principal
exceptions to these prohibitions involve certain non-bank activities which, by
statute or by Federal Reserve Board regulation, have been identified as
activities closely related to the business of banking or managing or controlling
banks. The list of activities permitted by the Federal Reserve Board includes,
among other things, operating a savings institution, mortgage company, finance
company, credit card company or factoring company; performing certain data
processing operations; providing certain investment and financial advice;
underwriting and acting as an insurance agent for certain types of
credit-related insurance; leasing property on a full-payout, non-operating
basis; selling money orders, travelers' checks and United States Savings Bonds;
real estate and personal property appraising; providing tax planning and
preparation services; and, subject to certain limitations, providing securities
brokerage services for customers.

      Further, under Federal Reserve Board policy, a bank holding company must
serve as a source of strength for its subsidiary banks. Under this policy, the
Federal Reserve Board may require, and has required in the past, a bank holding
company to contribute additional capital to an undercapitalized subsidiary bank.

      Capital Requirements. The FRB has established capital requirements for
bank holding companies that generally parallel the capital requirements for
national banks. For bank holding companies with consolidated assets of less than
$150 million, such as CBCT Bancshares, compliance is measured on a bank-only
basis. Community Bank's primary federal banking regulator is the FDIC. The FDIC
regulations establish two capital standards for state chartered banks: a
leverage requirement and a risk-based capital requirement.

      The leverage ratio adopted by the FDIC requires a minimum ratio of "Tier 1
capital" to adjusted total assets of 3% for state chartered banks rated
composite 1 under the CAMEL rating system for banks. State chartered banks not
rated composite 1 under the CAMEL rating system for banks are required to
maintain a minimum ratio of Tier 1 capital to adjusted total assets of 4% to 5%,
depending upon the level and nature of risks of their operations. For purposes
of the FDIC's leverage requirement, Tier 1 capital generally consists of common
stockholders' equity and retained income and certain non-cumulative perpetual
preferred stock and related income, except that no intangibles and certain
purchased mortgage servicing rights and purchased credit card relationships may
be included in capital.

      The risk-based capital requirements established by the FDIC's regulations
require state chartered banks to maintain "total capital" equal to at least 8%
of total risk-weighted assets. For purposes of the risk-based capital


                                       19
<PAGE>

requirement, "total capital" means Tier 1 capital (as described above) plus
"Tier 2 capital," provided that the amount of Tier 2 capital may not exceed the
amount of Tier 1 capital, less certain assets. The components of Tier 2 capital
include certain permanent and maturing capital instruments as well as unreduced
gains that do not qualify as core capital and general valuation loan and lease
loss allowances up to a maximum of 1.25% of risk-weighted assets.

Community Bank

      General. As a state chartered savings bank, the Bank derives its authority
from, and is governed by, the provisions of the Texas Savings Bank Act (the
"Texas Act") and rules and regulations of the Texas Department. The Texas Act
and regulations of the Texas Department are administered by the Texas Savings
and Loan Commissioner (the "Commissioner").

      Investments and Deposit Accounts. The Texas Act imposes restrictions on
the amounts and types of loans that may be made by a state savings bank,
generally bringing these restrictions into parity with the regulation of
federally chartered institutions. The manner of establishing deposit accounts
and evidencing the same is prescribed, as are the obligations of the Bank with
respect to withdrawals from deposit accounts and redemptions of deposit
accounts.

      Branch Offices. Pursuant to the Texas Act and the regulations issued
thereunder, the Commissioner may permit the Bank to establish branch offices
after giving consideration to the promotion of public need, market conditions
and financial and managerial capability of the Bank to establish and maintain
each branch office sought. Interested parties, which include any savings and
loan association or branch thereof, together with any others deemed to be
interested parties by the Commissioner, are permitted to protest the
establishment of such branches and may request a hearing before the Commissioner
regarding this matter.

      Consolidation or Merger. The Texas Act provides that savings banks may
consolidate or merge, subject to approval of the Commissioner, when the
Commissioner finds that such merger or consolidation is not in restraint of
trade, would not significantly curtail competition or impair other financial
institutions.

      Examination. The Texas Department conducts and supervises the examination
of state chartered savings banks. An insured association such as the Bank will
also be examined periodically by the FDIC.

      Supervision. The Commissioner has general supervisory authority over
savings banks and their holding companies. Upon his finding that a savings bank
is in violation of any provision of the Act or regulations, or is engaging in
unsafe or unsound practices, or is failing to maintain adequate documentary or
accounting records, he may order the savings bank or its holding company to
discontinue the violation or practice, or to establish necessary records. Upon
failure of any savings bank, its holding company or any participating person to
comply with his order, the Commissioner may issue upon the violating party (i)
an order to cease and desist from continuing such a particular action, (ii) a
removal or prohibition order suspending or prohibiting the person participating
in such violation from the affairs of the savings bank, (iii) an order requiring
divestiture of control of the savings bank, (iv) an order requiring the payment
of a civil penalty in an amount of not more than $25,000, or (v) an order
placing the affairs of the savings bank under the control of a conservator who
will manage the savings bank under the direction of the Commissioner.
Furthermore, if it appears doubtful to the Commissioner that a savings bank
subject to such a conservatorship order can be successfully rehabilitated, the
Commissioner may close the savings bank and liquidate it.

      Change of Control. A change of control of a savings bank (and therefore
the holding company) may not occur unless an application is made and approved by
the Commissioner. For the purposes of Texas law, control shall be deemed to
exist if any person owns or controls 25% or more of the voting securities of a
savings bank. Similar to federal law, there is a presumption of control if any
person owns or controls 10% or more of the voting securities of the savings bank

      Holding Companies. The Commissioner also has the authority to regulate and
examine the holding companies of Texas chartered savings banks. Each holding
company is required by Texas law to register with the


                                       20
<PAGE>

Commissioner within 90 days after becoming a holding company. Such holding
companies, like that of the Bank, must file with the Commissioner reports
concerning its operations. The Commissioner also has enforcement powers over
such holding companies similar to those applicable to savings banks.

      Applicable Corporate Law. In addition to the laws of Texas specifically
governing savings banks and their holding companies, the Bank and CBCT
Bancshares, Inc. are also subject to Texas corporate law, to the extent such law
does not conflict with the laws specifically governing savings banks and their
holding companies.

Insurance of Accounts and Regulation by the FDIC

      Community Bank is a member of the Savings Association Insurance Fund,
which is administered by the FDIC. Deposits are insured up to the applicable
limits by the FDIC and such insurance is backed by the full faith and credit of
the United States Government. As insurer, the FDIC imposes deposit insurance
premiums and is authorized to conduct examinations of and to require reporting
by FDIC-insured institutions. It also may prohibit any FDIC-insured institution
from engaging in any activity the FDIC determines by regulation or order to pose
a serious risk to the Bank Insurance Fund or the Bank Insurance Fund. The FDIC
also has the authority to initiate enforcement actions against savings
institutions and may terminate the deposit insurance if it determines that the
institution has engaged in unsafe or unsound practices or is in an unsafe or
unsound condition.

      The FDIC's deposit insurance premiums are assessed through a risk-based
system under which all insured depository institutions are placed into one of
nine categories and assessed insurance premiums based upon their level of
capital and supervisory evaluation. Under the system, institutions classified as
well capitalized (i.e., a core capital ratio of at least 5%, a ratio of Tier 1
or core capital to risk-weighted assets ("Tier 1 risk-based capital") of at
least 6% and a risk-based capital ratio of at least 10%) and considered healthy
pay the lowest premium while institutions that are less than adequately
capitalized (i.e., core or Tier 1 risk-based capital ratios of less than 4% or a
risk-based capital ratio of less than 8%) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.

      The FDIC is authorized to increase assessment rates, on a semi-annual
basis, if it determines that the reserve ratio of the Bank Insurance Fund will
be less than the designated reserve ratio of 1.25% of Bank Insurance Fund
insured deposits. In setting these increased assessments, the FDIC must seek to
restore the reserve ratio to that designated reserve level, or such higher
reserve ratio as established by the FDIC.

Community Reinvestment Act

      Under the Community Reinvestment Act, every FDIC-insured institution has a
continuing and affirmative obligation consistent with safe and sound banking
practices to help meet the credit needs of its entire community, including low
and moderate income neighborhoods. The Community Reinvestment Act does not
establish specific lending requirements or programs for financial institutions
nor does it limit an institution's discretion to develop the types of products
and services that it believes are best suited to its particular community,
consistent with the Community Reinvestment Act. Due to the heightened attention
being given to the Community Reinvestment Act in the past few years, Community
Bank may be required to devote additional funds for investment and lending in
its local community. Community Bank was examined for Community Reinvestment Act
compliance as of May 11, 1999, and received a rating of satisfactory.

Limitations on Dividends and Other Capital Distributions

      The Holding Company is a legal entity separate and distinct from the Bank.
CBCT Bancshares, Inc.'s principal source of revenue consists of dividends from
Community Bank. The payment of dividends by the Bank is subject to various
regulatory requirements.

      Under Texas State Banking Law, a Texas-chartered stock savings bank may
declare and pay dividends out of its net profits, unless there is an impairment
of capital, but approval of the Texas Savings and Loan Department


                                       21
<PAGE>

is required if the total of all dividends declared in a calendar year would
exceed the total of its net profits for that year combined with its retained net
profits of the preceding two years, subject to certain adjustments.

Transactions with Affiliates

      Generally, transactions between a savings institution or its subsidiaries
and its affiliates are required to be on terms as favorable to the institution
as transactions with non-affiliates. In addition, certain of these transactions,
such as loans to an affiliate, are restricted to a percentage of the
institution's capital. Affiliates of Community Bank include CBCT Bancshares,
Inc. and any company which is under common control with Community Bank. In
addition, a savings institution may not lend to any affiliate engaged in
activities not permissible for a bank holding company or acquire the securities
of most affiliates.

      Certain transactions with directors, officers or controlling persons are
also subject to conflict of interest regulations enforced by the regulators.
These conflict of interest regulations and other statutes also impose
restrictions on loans to these persons and their related interests. Among other
things, these loans must generally be made on terms substantially the same as
loans to unaffiliated individuals.

Federal Securities Law

      The offering of CBCT Bancshares, Inc. common stock has been registered
under the Securities Exchange Act of 1933, as amended. In addition, the stock of
CBCT Bancshares, Inc. is registered with the SEC under the Securities Exchange
Act of 1934, as amended. CBCT Bancshares, Inc. will be subject to the
information, proxy solicitation, insider trading restrictions and other
requirements of the SEC under the Securities Exchange Act of 1934.

      CBCT Bancshares, Inc. stock held by persons who are affiliates of CBCT
Bancshares, Inc. may not be resold without registration unless sold in
accordance with resale restrictions. Affiliates are generally considered to be
officers, directors and principal stockholders. If CBCT Bancshares, Inc. meets
specified current public information requirements, each affiliate of CBCT
Bancshares, Inc. will be able to sell in the public market, without
registration, a limited number of shares in any three-month period.

Federal Reserve System

      The Federal Reserve Board requires all depository institutions to maintain
non-interest bearing reserves at specified levels against their transaction
accounts, primarily checking, NOW and Super NOW checking accounts. At December
31, 2000, Community Bank was in compliance with these reserve requirements.

      Savings institutions are authorized to borrow from the Federal Reserve
Bank "discount window," but Federal Reserve Board regulations require
institutions to exhaust other reasonable alternative sources of funds, including
Federal Home Loan Bank borrowings, before borrowing from the Federal Reserve
Bank.

Federal Home Loan Bank System

      Community Bank is a member of the Federal Home Loan Bank of Dallas, which
is one of 12 regional Federal Home Loan Banks, that administers the home
financing credit function of savings institutions. Each Federal Home Loan Bank
serves as a reserve or central bank for its members within its assigned region.
It is funded primarily from proceeds derived from the sale of consolidated
obligations of the Federal Home Loan Bank System. It makes loans or advances to
members in accordance with policies and procedures, established by the board of
directors of the Federal Home Loan Bank, which are subject to the oversight of
the Federal Housing Finance Board. All advances from the Federal Home Loan Bank
are required to be fully secured by sufficient collateral as determined by the
Federal Home Loan Bank. In addition, all long-term advances are required to
provide funds for residential home financing.


                                       22
<PAGE>

      As a member, Community Bank is required to purchase and maintain stock in
the Federal Home Loan Bank of Dallas. At December 31, 2000, Community Bank had
$513,000 in Federal Home Loan Bank stock, which was in compliance with this
requirement. In past years, Community Bank has received substantial dividends on
its Federal Home Loan Bank stock. Over the past five fiscal years such dividends
have averaged 7.18% and were 7.96% for 2000.

      Under federal law the Federal Home Loan Banks are required to provide
funds for the resolution of troubled savings institutions and to contribute to
low- and moderately priced housing programs through direct loans or interest
subsidies on advances targeted for community investment and low- and
moderate-income housing projects. These contributions have affected adversely
the level of Federal Home Loan Bank dividends paid and could continue to do so
in the future. These contributions could also have an adverse effect on the
value of Federal Home Loan Bank stock in the future. A reduction in value of
Community Bank's Federal Home Loan Bank stock may result in a corresponding
reduction in Community Bank's capital.

      For the year ended December 31, 2000, dividends paid by the Federal Home
Loan Bank of Dallas to Community Bank totaled $39,800, as compared to $26,100
for 1999.

Federal Taxation

      General. CBCT Bancshares, Inc. and Community Bank will be subject to
federal income taxation in the same general manner as other corporations, with
some exceptions discussed below. The following discussion of federal taxation is
intended only to summarize pertinent federal income tax matters and is not a
comprehensive description of the tax rules applicable to CBCT Bancshares, Inc.
or Community Bank. Community Bank's federal income tax returns have been closed
without audit by the IRS through its year ended December 31, 1997.

      Following the conversion, CBCT Bancshares, Inc. anticipates that it will
file a consolidated federal income tax return with Community Bank commencing
with the first taxable year after completion of the conversion. Accordingly, it
is anticipated that any cash distributions made by CBCT Bancshares, Inc. to its
stockholders would be considered to be taxable dividends and not as a
non-taxable return of capital to stockholders for federal and state tax
purposes.

      Method of Accounting. For federal income tax purposes, Community Bank
currently reports its income and expenses on the cash method of accounting and
uses a fiscal year ending on December 31, for filing its federal income tax
return.

      Bad Debt Reserves. Prior to the Small Business Job Protection Act,
Community Bank was permitted to establish a reserve for bad debts under the
percentage of taxable income method and to make annual additions to the reserve
utilizing that method. These additions could, within specified formula limits,
be deducted in arriving at taxable income. As a result of the Small Business Job
Protection Act, savings associations of Community Bank's size may now use the
experience method in computing bad debt deductions beginning with their 1996
Federal tax return. In addition, federal legislation requires Community Bank to
recapture, over a six year period, the excess of tax bad debt reserves at
December 31, 1997 over those established as of the base year reserve balance as
of December 31, 1987. The amount of such reserve subject to recapture as of
December 31, 2000 for Community Bank was approximately $10,000.

      Taxable Distributions and Recapture. Prior to the Small Business Job
Protection Act, bad debt reserves created prior to the year ended December 31,
1997, were subject to recapture into taxable income should Community Bank fail
to meet thrift asset and definitional tests. New federal legislation eliminated
these thrift related recapture rules. However, under current law, pre-1988
reserves remain subject to recapture should Community Bank make certain
non-dividend distributions or cease to maintain a thrift/bank charter.

      Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax
at a rate of 20% on a base of regular taxable income plus certain tax
preferences, called alternative minimum taxable income. The alternative minimum
tax is payable to the extent such alternative minimum taxable income is in
excess of an exemption


                                       23
<PAGE>

amount. Net operating losses can offset no more than 90% of alternative minimum
taxable income. Certain payments of alternative minimum tax may be used as
credits against regular tax liabilities in future years. Community Bank has not
been subject to the alternative minimum tax, nor do we have any such amounts
available as credits for carryover.

      Net Operating Loss Carryovers. A financial institution may carryback net
operating losses to the preceding two taxable years and forward to the
succeeding 20 taxable years. This provision applies to losses incurred in
taxable years beginning after August 6, 1997. For losses incurred in the taxable
years prior to August 6, 1997, the carryback period was three years and the
carryforward period was 15 years. At December 31, 2000, Community Bank had net
operating loss carryforwards for federal income tax purposes of approximately
$250,000. The tax benefit of this net operating loss has been recorded in full
in the consolidated financial statements as management believes it is more
likely than not these benefits will be realized in the ordinary course of
business.

      Corporate Dividends-Received Deduction. CBCT Bancshares, Inc. may
eliminate from its income dividends received from Community Bank as a wholly
owned subsidiary of CBCT Bancshares, Inc. if it elects to file a consolidated
return with Community Bank. The corporate dividends-received deduction is 100%
or 80%, in the case of dividends received from corporations with which a
corporate recipient does not file a consolidated tax return, depending on the
level of stock ownership of the payor of the dividend. Corporations which own
less than 20% of the stock of a corporation distributing a dividend may deduct
70% of dividends received or accrued on their behalf.

State Taxation

      The State of Texas does not have a corporate income tax, but it does have
a corporate franchise tax. Prior to January 1, 1992, savings banks had been
exempt from the corporate franchise tax. The tax for the year 2000 is the higher
of 0.25% of taxable capital, usually the amount of paid in capital plus retained
earnings, or 4.5% of "net taxable earned surplus." "Net taxable earned surplus"
is net income for federal income tax purposes increased by the compensation of
directors and executive officers and decreased by interest on obligations
guaranteed by the U.S. government. Net income cannot be reduced by net operating
loss carryforwards from years prior to 1991, and operating loss carryovers are
limited to five years.

Competition

      Community Bank faces strong competition in originating real estate and
other loans and in attracting deposits. Competition in originating real estate
loans comes primarily from other savings institutions, commercial banks, credit
unions and mortgage bankers. Other savings institutions, commercial banks,
credit unions and finance companies provide vigorous competition in consumer
lending.

      Community Bank attracts all of its deposits through its branch office
system. Competition for those deposits is principally from other savings
institutions, commercial banks and credit unions located in the same community,
as well as mutual funds and other alternative investments. The Bank competes for
these deposits by offering superior service and a variety of deposit accounts at
competitive rates. As of December 31, 2000, the Bank believes that it holds less
than 10% of the deposits in its primary market area.

Employees

      At December 31, 2000, Community Bank had a total of 17 employees,
including 4 part-time employees. Employees are not represented by any collective
bargaining group. Management considers its employee relations to be good.


                                       24
<PAGE>

Item 2. Properties

      The following table sets forth information concerning the main office and
each branch office of the Bank at December 31, 2000. At December 31, 2000, the
Bank's premises had an aggregate net book value of approximately $1.2 million.

                                      Year      Owned or     Net Book Value at
          Location                  Acquired     Leased      December 31, 2000
          --------                  --------     ------      -----------------
                                                               (In Thousands)
Main Office:

312 Main Street                        1994       Owned              $932
Smithville, Texas

Land Held for Development:

Gregg Manor Road                       1998      Owned(2)             271
Manor, Texas

      The Bank believes that its current facilities are adequate to meet the
present and foreseeable future needs of the Bank and the Company.

      The Bank's depositor and borrower customer files are maintained by an
independent data processing company. The net book value of the data processing
and computer equipment utilized by the Bank at December 31, 2000 was
approximately $70,000.

Item 3. Legal Proceedings

      From time to time the Bank is involved as plaintiff or defendant in
various legal actions arising in the normal course of business. Neither the Bank
nor the Company anticipates incurring any material liability as a result of such
litigation.

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

      No matter was submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the quarter ended December 31,
2000.


                                       25
<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

      The information under the caption "Stockholder Information" in the
Company's Annual Report to Stockholders for the year ended December 31, 2000,
portions of which are included as Exhibit 13 to this Form 10-KSB, is
incorporated herein by reference.

Item 6. Selected Financial Data

      The information under the heading "Selected Consolidated Financial
Information" in the Company's Annual Report to Stockholders for the year ended
December 31, 2000, portions of which are included as Exhibit 13 to this Form
10-KSB, is incorporated herein by reference.

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

      The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report to
Stockholders for the year ended December 31, 2000, portions of which are
included as Exhibit 13 to this Form 10-KSB, is incorporated herein by reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

      The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Asset and Liability Management
and Market Risk" in the Company's Annual Report to Stockholders for the year
ended December 31, 2000, portions of which are included as Exhibit 13 to this
Form 10-KSB, is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

      The consolidated financial statements and notes thereto contained in the
Company's Annual Report to Stockholders for the year ended December 31, 2000,
portions of which are included as Exhibit 13 to this Form 10-KSB, are
incorporated herein by reference.

Item 9. Changes In and Disagreements With Accountants on Accounting and
        Financial Disclosure

      No disclosure under this item is required.


                                       26
<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

Directors

      Information concerning the Company's directors is incorporated herein by
reference from the Company's definitive proxy statement for its Annual Meeting
of Stockholders to be held in April 25, 2001, a copy of which will be filed not
later than 120 days after the close of the fiscal year.

Executive Officers

      Lynn D. Frerich. Age 30 years. Mr. Frerich serves as Executive Vice
President and Chief Operating Officer. He has been employed by Community Bank
since 1999. Prior to joining Community Bank, he was the Branch Manager of First
State Bank of Bastrop, Texas.

Section 16(a) Beneficial Ownership Reporting Compliance

      No disclosure under this item is required.

Item 11. Executive Compensation

      Information concerning executive compensation is incorporated herein by
reference from the Company's definitive proxy statement for its Annual Meeting
of Stockholders to be held in April 2001, a copy of which will be filed not
later than 120 days after the close of the fiscal year.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      Information concerning security ownership of certain beneficial owners and
management is incorporated herein by reference from the Company's definitive
proxy statement for its Annual Meeting of Stockholders to be held April 25,
2001, a copy of which will be filed not later than 120 days after the close of
the fiscal year.

Item 13. Certain Relationships and Related Transactions

      Information concerning certain relationships and related transactions is
incorporated herein by reference from the Company's definitive proxy statement
for its Annual Meeting of Stockholders to be held on April 25, 2001, a copy of
which will be filed not later than 120 days after the close of the fiscal year.


                                       27
<PAGE>

                                     PART IV

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

      (a)(1) Financial Statements

      The following are contained in the portions of the Company's Annual Report
to Stockholders filed as Exhibit 13 to this Form 10-KSB and are incorporated by
reference into Item 8 of this Form 10-KSB:

                                                                      Page in
                    Annual Report Section                          Annual Report
--------------------------------------------------------------     -------------

Independent Auditor's Report                                            16

Consolidated Statements of Financial Condition at
   December 31, 2000 and 1999                                           17

Consolidated Statement of Income for the Years Ended
   December 31, 2000, 1999 and 1998                                     18

Consolidated Statement of Stockholders' Equity for the Years
   Ended December 31, 2000, 1999 and 1998                               19

Consolidated Statement of Cash Flows for the Years Ended
   December 31, 2000, 1999 and 1998                                     20

Notes to Consolidated Financial Statements                              22

            (a)(2) Financial Statement Schedules:

      All financial statement schedules have been omitted as the information is
not required under the related instructions or is not applicable.


                                       28
<PAGE>

            (a)(3) Exhibits

                                                                 Reference to
 Regulation                                                      Prior Filing
S-K Exhibit                                                    or Exhibit Number
  Number                         Document                       Attached Hereto
-----------  -----------------------------------------------   -----------------

    2        Plan of acquisition, reorganization, arrangement,
             liquidation or succession                               None
  3(i)       Articles of Incorporation                                *
  3(ii)      By-Laws                                                  *
    4        Instruments defining the rights of security
             holders, including debentures                            *
    9        Voting Trust Agreement                                  None
   10        Material contracts
             (1) Employment Agreement with Mr. Hurta                  *
   11        Statement re: computation of per share earnings         None
   13        Annual Report                                            13
   16        Letter re: change in certifying accountants             None
   18        Letter re: change in accounting principles              None
   21        Subsidiaries of Registrant                               21
   22        Published report regarding matters submitted
             to vote of security holders                             None
   23        Consent of Experts and Counsel                          None
   24        Power of attorney                                   Not required
   28        Information from reports furnished to state
             insurance regulatory authorities                        None
   99        Additional Exhibits                                     None

----------

*     Filed as exhibit to the Company's Form SB-2 registration statement filed
      on March 23, 2000 (File No. 333-33102) pursuant to Section 5 of the
      Securities Act of 1933. All of such previously filed documents are hereby
      incorporated herein by reference in accordance with Item 601 of Regulation
      S-K.

      The Company did not file any reports on Form 8-K during the quarter ended
December 31, 2000.


                                       29
<PAGE>

                                   SIGNATURES

            Pursuant to the requirements of Section 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.

                                        CBCT BANCSHARES, INC.


Date: March 30, 2001                    By: /s/ Brad M. Hurta
                                            -----------------------------------
                                            Brad M. Hurta, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)

             Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons in the
capacities and on the dates indicated.


/s/ Brad M. Hurta                       /s/ James A. Cowan
--------------------------------        ---------------------------------------
Brad M. Hurta, President, Chief         James A. Cowan, Director
 Executive Officer and Director

Date: March 30, 2001                    Date: March 30, 2001


/s/ Mike C. Maney                       /s/ Georgina Chronis
--------------------------------        ---------------------------------------
Mike C. Maney, Director                 Georgina Chronis, Director

Date: March 30, 2001                    Date: March 30, 2001


/s/ Rodney E. Langer                    /s/ Gordon N. Fowler
--------------------------------        ---------------------------------------
Rodney E. Langer, Director              Gordon N. Fowler, Director

Date: March 30, 2001                    Date: March 30, 2001


/s/ Barry W. Hannah                     /s/ Lynn Frerich
--------------------------------        ---------------------------------------
Barry W. Hannah, Director               Lynn Frerich, Executive Vice President
                                        and Chief Operating Officer
                                        (Principal Financial and Accounting
                                         Officer)

Date: March 30, 2001                    Date: March 30, 2001
<PAGE>

                                  Exhibit Index

     Exhibit
       No.                        Document
       ---                        --------

       13         Annual Report

       21         Subsidiaries of Registrant