<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     Of The Securities Exchange Act of 1934




For the quarter ended   March 31, 2000   Commission file number     33-20417
                     --------------------                      -----------------


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


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


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


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


                                      None
                  ---------------------------------------------
                  Former name, former address and former fiscal
                       year, if changed since last report


Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   X     No
                                       -----      -----
As of April 27, 2000 the registrant had outstanding 598,056 shares of common
stock having a par value of $5 per share.

<PAGE>   2



                            CAPITAL DIRECTIONS, INC.
                               INDEX TO FORM 10-Q
<TABLE>
<CAPTION>


                                                                                         Page
PART I - FINANCIAL INFORMATION                                                          Number
                                                                                        ------
<S>                                                                                     <C>
   Item 1. Consolidated Balance Sheets
           March 31, 2000 and December 31, 1999.........................................   1

           Consolidated Statements of Income for the Three Month
           Periods ended March 31, 2000 and 1999........................................   2

           Consolidated Statements of Cash Flows for the Three Month
           Periods ended March 31, 2000 and 1999........................................   3

           Consolidated Statements of Changes in Shareholders' Equity
           for the Three Months ended March 31, 2000....................................   4

           Notes to Interim Consolidated Financial Statements...........................   5-6

    Item 2 Management's Discussion and Analysis of Financial
           Condition and Results of Operations..........................................   6-10

 PART II - OTHER INFORMATION

    Item 1 Legal Proceedings............................................................   11

    Item 2 Changes in Securities........................................................   11

    Item 3 Defaults Upon Senior Securities..............................................   11

    Item 4 Submission of Matters to a Vote of Security Holders..........................   11

    Item 5 Other Information............................................................   11

    Item 6 Exhibits and Reports on Form 8-K.............................................   11

    Item 7 Signatures...................................................................   12

           Index to Exhibits............................................................   13
</TABLE>


<PAGE>   3



PART I - FINANCIAL INFORMATION

                            CAPITAL DIRECTIONS, INC.
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------
(In thousands, except share and per share data)
                                                                         March 31,      December 31,
                                                                          2000              1999
                                                                          ----              ----
                                                                       (Unaudited)
<S>                                                                    <C>               <C>
ASSETS

  Cash and non interest bearing deposits                               $   2,310         $   3,097
  Interest bearing deposits                                                   14                54
  Federal funds sold                                                         250                 -
                                                                       ---------          --------
     Total cash and cash equivalents                                       2,574             3,151
  Securities available for sale                                           10,057             9,751
  Federal Home Loan Bank (FHLB) stock                                      1,014               975
                                                                       ---------          --------
  Total investment securities                                             11,071            10,726
  Loans:
   Commercial and agricultural                                             4,796             5,268
   Installment                                                             4,529             4,574
   Real estate mortgages                                                  78,702            79,270
                                                                       ---------          --------
        Total loans                                                       88,027            89,112
       Allowance for loan losses                                          (1,062)           (1,055)
                                                                       ---------         ---------
        Net loans                                                         86,965            88,057
  Premises and equipment, net                                                748               768
  Accrued income and other assets                                          2,997             3,011
                                                                       ---------         ---------
       Total assets                                                    $ 104,355         $ 105,713
                                                                       =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
  Deposits:
   Non interest bearing                                                $   9,680         $   8,884
   Interest bearing                                                       60,934            63,146
                                                                       ---------         ---------
     Total deposits                                                       70,614            72,030
  Federal funds purchased                                                      -             1,700
  Long-term FHLB borrowings                                               20,271            18,861
  Other liabilities                                                        1,436             1,294
                                                                       ---------         ---------
     Total liabilities                                                    92,321            93,885
SHAREHOLDERS' EQUITY
  Common stock:  $5 par value, 1,300,000 shares authorized;
  598,056 outstanding March 31, 2000 and 596,622 outstanding
  December 31, 1999                                                        2,990             2,983
 Additional paid in capital                                                2,590             2,576
 Retained earnings                                                         6,448             6,236
 Accumulated other comprehensive income,
  net of tax of $3 as of March 31, 2000 and $17 as of
  December 31, 1999                                                            6                33
                                                                       ---------         ---------
    Total shareholders' equity                                            12,034            11,828
                                                                       ---------         ---------
      Total liabilities and shareholders' equity                       $ 104,355         $ 105,713
                                                                       =========         =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                        1

<PAGE>   4


                            CAPITAL DIRECTIONS, INC.
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
(In thousands, except share and per share data)                            Three Months Ended
                                                                                March 31,
                                                                            2000             1999
                                                                            ----             ----
<S>                                                                    <C>              <C>
Interest and Dividend Income
    Interest and fees on loans                                         $   1,766        $   1,643
    Federal funds sold                                                         5                6
    Interest and dividends on investment securities:
      Taxable                                                                125              129
      Tax exempt                                                              43               56
      Other interest income                                                    1                1
                                                                       ---------        ---------
         Total interest income                                             1,940            1,835
Interest Expense
    Deposits                                                                 596              598
    Short term borrowings                                                      9                4
    Long-term borrowings                                                     285              234
                                                                       ---------        ---------
         Total interest expense                                              890              836
                                                                       ---------        ---------
Net Interest Income                                                        1,050              999
Provision for loan losses                                                      6                9
                                                                       ---------        ---------
Net interest income after provision for loan losses                        1,044              990
Non Interest Income
    Service charges on deposit accounts                                       70               62
    Other operating income                                                    91               74
                                                                       ---------        ---------
         Total non interest income                                           161              136
Non Interest Expense
    Salaries and employee benefits                                           374              351
    Premises and equipment                                                    78               80
    Other operating expense                                                  189              195
                                                                       ---------        ---------
         Total non interest expense                                          641              626

Income before income tax expense                                             564              500
Income tax expense                                                           173              148
                                                                       ---------        ---------

Net Income                                                             $     391        $     352
                                                                       =========        =========

Average common shares outstanding                                        597,112          595,412
Basic earnings per common share                                             0.66             0.59
Diluted earnings per common share                                           0.65             0.59
Dividends per share of common stock, declared                               0.30             0.27

</TABLE>

See accompanying notes to consolidated financial statements.





                                        2

<PAGE>   5


                            CAPITAL DIRECTIONS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------
(In thousands)                                                               Three Months Ended
                                                                                  March 31,
                                                                             2000            1999
                                                                             ----            ----
<S>                                                                    <C>              <C>
Cash flows from operating activities
    Net income                                                         $     391        $     352
    Adjustments to reconcile net income to net cash from
    operating activities
       Depreciation                                                           28               30
       Provision for loan losses                                               6                9
       Net amortization (accretion) on securities                              1                9
       Changes in assets and liabilities:
          Accrued interest receivable                                        (16)            (129)
          Accrued interest payable                                             2               25
          Other assets                                                        44             (170)
          Other liabilities                                                  140              183
                                                                       ---------        ---------
            Net cash from operating activities                               596              309

Cash flows from investing activities
    Securities available for sale:
       Purchases                                                            (536)             (88)
       Maturities, calls and principal payments                              149               87
    Securities held to maturity:
       Maturities, calls and principal payments                                -              265
    Proceeds from sale of non-residential loans                                -                -
    Net change in loans                                                    1,086           (2,966)
    Premises and equipment expenditures                                       (8)             (10)
                                                                       ---------        ---------
          Net cash from investing activities                                 691           (2,712)

Cash flows from financing activities
    Net change in deposits                                                (1,416)          (1,409)
    Federal funds purchased                                               (1,700)           1,200
    Proceeds from long-term FHLB borrowings                                2,500            2,000
    Repayment of long-term FHLB borrowings                                (1,090)             (88)
    Proceeds from shares issued upon exercise of stock options                21               16
    Dividends paid                                                          (179)            (161)
                                                                       ---------        ---------
          Net cash from financing activities                              (1,864)           1,558
                                                                       ----------       ---------
Net change in cash and cash equivalents                                     (577)            (845)
Cash and cash equivalents at beginning of year                             3,151            3,321
                                                                       ---------        ---------
Cash and cash equivalents at March 31                                  $   2,574        $   2,476
                                                                       =========        =========

Supplemental disclosure of cash flow information
   Cash paid during the period for:
     Interest                                                          $     888        $     810
     Income taxes - federal                                            $     176              168

</TABLE>

See accompanying notes to consolidated financial statements.





                                       3

<PAGE>   6


                            CAPITAL DIRECTIONS, INC.
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
         (Unaudited) For the three months ended March 31, 2000 and 1999

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
(In thousands, except share and per share data)


                                                                                 Accumulated
                                                                                    Other         Total
                                                       Additional               Comprehensive     Share-
                                          Common        Paid-In      Retained       Income,      Holders'
                                           Stock        Capital      Earnings     Net of Tax     Equity
                                           -----        -------      --------     ----------     ------

<S>                                       <C>          <C>           <C>         <C>           <C>
Balance, January 1, 1999                  $   2,976    $   2,561     $  5,418     $     42     $  10,997

Net income                                        -            -          352            -           352
Other comprehensive income, net:
   Net change in unrealized gain on
   securities available for sale, net of
   tax of $(4)                                    -            -            -           (8)           (8)
                                                                                               ---------
Comprehensive income                                                                                 344
Issuance of 999 shares of common stock
   upon exercise of stock options                 5           11            -            -            16
Cash dividends ($.27 per share)                                          (161)                      (161)
                                          ---------    ---------     --------     --------     ---------

Balance, March 31, 1999                   $   2,981    $   2,572     $  5,609     $     34     $  11,196
                                          =========    =========     ========     ========     =========



Balance, January 1, 2000                  $   2,983    $   2,576     $  6,236     $     33     $  11,828

Net income                                        -            -          391            -           391
Other comprehensive income, net:
   Net change in unrealized gain on
   securities available for sale, net of
   tax of $(14)                                   -            -            -          (27)          (27)
                                                                                               ---------
Comprehensive income                                                                                 364
Issuance of  1,434 shares of common stock
   upon exercise of stock options                 7           14            -            -            21
Cash dividends ($.30 per share)                                          (179)                      (179)
                                          ---------    ---------     --------     --------     ---------

Balance, March 31, 2000                   $   2,990    $   2,590     $  6,448     $      6     $  12,034
                                          =========    =========     ========     ========     =========

</TABLE>

See accompanying notes to consolidated financial statements.




                                        4

<PAGE>   7

                            CAPITAL DIRECTIONS, INC.
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    In the opinion of management of the Registrant, the accompanying
      Consolidated Financial Statements contain all adjustments (consisting only
      of normal recurring items) necessary to present fairly the consolidated
      financial position of the Registrant as of March 31, 2000 and December 31,
      1999, the results of operations and cash flows for the three month periods
      ended March 31, 2000 and 1999, and the changes in shareholders' equity for
      the three month periods ended March 31, 2000 and 1999.

2.    The results of operations for the three months ended March 31, 2000 are
      not necessarily indicative of the results to be expected for the full
      year.

3.    The accompanying unaudited Consolidated Financial Statements and the notes
      thereto should be read in conjunction with the Notes to Consolidated
      Financial Statements and the notes included therein, for the fiscal year
      end 1999, included in the Registrant's 1999 Annual Report on Form 10-K.

4.    Management determines the adequacy of the allowance for loan losses based
      on an evaluation of the loan portfolio, recent loss experience, historical
      performance, current economic conditions, current analyses of asset
      quality and other pertinent factors. Non-performing loans are defined as
      all loans which are accounted for as non-accrual; loans 90 days or more
      past due and still accruing interest; or loans which have been
      renegotiated due to the borrowers' inability to comply with the original
      terms. As of March 31, 2000, non-performing loans totaled $194,000 or .22%
      of total loans. This represents a decrease of $144,000 from the $338,000
      balance at December 31, 1999.

<TABLE>
<CAPTION>

                                                                 March 31,     December 31,
                  Non-performing loans                             2000           1999
                  --------------------                             ----           ----

<S>                                                           <C>               <C>
                  Non-accrual                                 $  26,000         $ 32,000
                  90 days or more past due                      168,000          306,000
                  Renegotiated                                        -                -
                                                              ---------         --------
                       Total                                  $ 194,000         $338,000
                                                              =========         ========

                  Non-performing loans as a percent of:
                    Total loans                                    .22%             .38%
                    Allowance for loan losses                    18.27%           32.04%

</TABLE>






                                        5


<PAGE>   8

      Note 4.  Analysis of the allowance for loan losses (continued)

      The following table summarizes changes in the allowance for loan losses
      arising from loans charged off, recoveries on loans previously
      charged-off, and additions or reductions to the allowance which have been
      charged or credited to expense.

<TABLE>
<CAPTION>

                  (Dollars in thousands)                       Three              Twelve
                                                              Months              Months
                                                               Ended               Ended
                                                              March 31,          December 31,
                                                                2000               1999
                                                                ----               ----

<S>                                                           <C>               <C>
                  Balance at beginning of period              $   1,055         $  1,011


                  Charge-offs                                        (3)             (37)
                  Recoveries                                          4               33
                                                              ---------         --------
                      Net (charge-offs) recoveries                    1               (4)
                  Additions (reductions) to allowance
                  for loan losses                                     6               48
                                                              ---------         --------

                  Balance at end of period                    $   1,062         $  1,055
                                                              =========         ========


    Average loans outstanding during the period               $  88,651         $ 86,397
                                                              =========         ========

    Loans outstanding at end of period                        $  88,027         $ 89,112
                                                              =========         ========

    Allowance as a percent of:
      Total loans at end of period                                1.21%             1.18%
                                                              ========          ========

      Non-performing loans at end of period                     547.42%           312.13%
                                                              ========          ========

    Net charge-offs as a percent of:
      Average loans outstanding                                    .00%              .00%
                                                              ========          ========

      Allowance for loan losses                                   (.09)%             .38%
                                                              =========         =========

</TABLE>

Item 2.  Management's discussion and analysis of financial condition and results
         of operations

     The following discussion and analysis of financial condition and results of
     operations provides additional information to assess the Consolidated
     Financial Statements of the Registrant and its wholly-owned subsidiaries.
     Capital Directions, Inc. is a one-bank holding company which commenced
     operations on July 22, 1988. This was facilitated by the acquisition of
     100% of the outstanding shares of Mason State Bank in an exchange of common
     stock. The Company and its subsidiaries provide banking and financial
     services in the banking industry. Substantially all revenue and services
     are derived from banking products and services. The Bank's primary services
     include accepting retail deposits and making residential, consumer and
     commercial loans.

     The corporation is not aware of any market or institutional trends, events
     or circumstances that will have or are reasonably likely to have a material
     effect on liquidity, capital resources, or results of operations except as
     discussed herein.



                                        6

<PAGE>   9

     Financial Condition  (In thousands)

     During the first quarter of 2000, the assets of the corporation decreased
     $1,358 or 1.3% from December 31, 1999. This decrease resulted primarily
     from reduced loan demand and lower cash supplies.

     Cash and cash equivalents have decreased $577 or 18.31% in the three-month
     period from December 31, 1999 to March 31, 2000. This is a result of
     reducing excess cash, which was held in the event of Y2K customer needs.

     Total outstanding loans have decreased $1,085 during the first quarter of
     2000. This is a decrease of 1.22% from December 31, 1999. This decline has
     been divided between the residential real estate portfolio as well as the
     commercial loan portfolio. All new loans booked in 2000 have been held
     within the loan portfolio.

     The allowance for loan losses increased $7 or .66% during the three month
     period ending March 31, 2000. At March 31, 2000 the allowance as a percent
     of outstanding loans was 1.21% compared to 1.18% at December 31, 1999.
     Management continues to maintain the allowance for loan losses at a level
     considered appropriate to absorb losses inherent in the portfolio.

     Total deposits have decreased $1,416 or 1.97% during the first quarter of
     2000. This decline was concentrated in interest bearing accounts and was
     largely the result of a withdrawal of public funds for a building project.

     Total shareholders' equity increased $206 or 1.74% in the first quarter of
     2000. Net income of $391 and stock issued from the exercise of options of
     $21 have increased shareholders' equity, while dividends of $179 and net
     unrealized losses on available for sale securities of $27 reduced
     shareholders' equity. Book value per share was $20.12 at March 31, 2000
     compared to $19.82 at December 31, 1999.

     Results of Operations (In thousands)

     For the first quarter of 2000, net income was $391, basic earnings per
     share was $.66, and diluted earnings per share was $.65, compared to $352,
     $.59, and $.59 for the same period in 1999. Average earning assets
     increased to $99,966 or 4.19% from March 31, 1999 to March 31, 2000. The
     average yield on earning assets increased to 7.90% for the quarter ended
     March 31, 2000 from 7.87% for the comparable time period in 1999. Average
     costs for rate related liabilities increased four basis points to 4.32% at
     March 31, 2000 from 4.28% at March 31, 1999. Net interest margin decreased
     to 4.32% for the first three months of 2000 compared to 4.35% in the same
     period of 1999. This is a result of the rising rate environment. The
     Corporation is experiencing a declining margin as liabilities have repriced
     at a faster pace than assets.

     The provision for loan losses was $6 during the first three months of 2000
     compared to $9 for the same period of 1999. This decrease is consistent
     with the balance decline experienced in the loan portfolio.

     Non interest income increased $25 or 18.38% during the first quarter of
     2000 when compared to the first quarter of 1999. Of this increase, 32% is
     attributable to new fees for products and service charges which has
     resulted in greater service charge income. The majority of the remaining
     increase coming in increased customer investment commissions.

     Non interest expense increased $15 or 2.40% when comparing the first
     quarter of 2000 to the first quarter of 1999. Most of this increase is a
     result of increased personnel costs as we continue to see increasing costs
     associated with health services, as well as marketing expenses to produce
     updated product brochures, which are partially offset by declining costs
     for premises/equipment and supplies.


                                        7

<PAGE>   10

     Results of Operations (in thousands)

     The Federal income tax provision for the first three months of 2000 was
     $173, up from $148 for the same period in 1999. This increase reflects a
     higher taxable income for 2000.

     Liquidity and interest rate risk (in thousands)

     The primary objective of asset/liability management is to assure the
     maintenance of adequate liquidity and maximize net interest income by
     maintaining appropriate maturities and balances between interest sensitive
     earning assets and interest bearing liabilities. Liquidity management
     ensures sufficient funds are maintained to meet the cash withdrawal
     requirements of depositors and the credit demands of borrowers.

     Sources of liquidity include federal funds sold, investment security
     maturities and principal payments. A net average balance of $399 in federal
     funds sold was maintained during the first quarter of 2000. As a member of
     the Federal Home Loan Bank system, the Bank has access to an alternate
     funding source, lower cost for credit services, and an additional tool to
     manage interest rate risk. During the first quarter of 2000, the Bank used
     this source of funding to offset security purchases to be used as
     collateral for public deposits. Other sources of liquidity include
     internally generated cash flow, repayments and maturities of loans,
     borrowings and normal deposit growth. The primary source of funds for the
     parent company is the upstream of dividends from the Bank. Management
     believes these sources of liquidity are sufficient for the Bank and parent
     company to continue current business plans.

     At March 31, 2000 the securities available for sale were valued at $10,057.
     It is not anticipated that management will use these funds due to the
     optional sources that may be available.

     Interest rate sensitivity management seeks to maximize net interest margin
     through periods of changing interest rates. The Bank develops strategies to
     assure desired levels of interest sensitive assets and interest bearing
     liabilities mature or reprice within selected time frames.

     Strategies include the use of variable rate loan products in addition to
     managing deposit accounts and maturities in the investment portfolio. The
     following table, using recommended regulatory standards, reflects the "rate
     sensitive position" or the difference between loans and investments, and
     liabilities that mature or reprice within the next year and beyond. The
     financial industry has generally referred to this difference as "GAP" and
     its handling as "GAP Management". Throughout the first quarter of 2000, the
     results of the GAP analysis were within the Bank's policy guidelines. At
     March 31, 2000, the percentage of rate sensitive assets to rate sensitive
     liabilities within the one-year time horizon was 33%.

     The following table shows the Corporation's GAP position as of March 31,
     2000. The Corporation has a liability sensitive position of approximately
     $42,798 within the one-year time frame, which indicates higher net interest
     income may be earned if rates decrease during the period. Due to the
     limitations of GAP analysis, modeling is also used to enhance measurement
     and control.




                                        8
<PAGE>   11


GAP Measurement (Dollars in thousands)

<TABLE>
<CAPTION>

                    0-30     31-90       2nd      3rd      4th       Annual      1-3       3-5    Over 5
                    Days     Days      Quarter   Quarter  Quarter     Total     Years     Years    Years      Total
                    ----     ----      -------   -------  -------     -----     -----     -----    -----      -----
<S>               <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>      <C>
Assets
------
Loans             $ 5,931   $ 3,095   $  2,249  $  3,315  $ 1,652   $16,242   $ 14,480  $ 14,566  $42,739  $  88,027

Allowance for
loan losses             -         -          -         -        -         -          -         -        -     -1,062

Investments         1,641       634        418       589    1,022     4,304      3,681     1,966    1,120     11,071

Short-term
Investments           264         -          -         -        -       264          -         -        -        264

Other non-
earning assets          -         -          -         -        -         -          -         -        -      6,055
                  -------   -------   --------  --------  -------   -------   --------  --------  -------  ---------

  Total           $ 7,836   $ 3,729   $  2,667  $  3,904  $ 2,674   $20,810   $ 18,161  $ 16,532  $43,859  $ 104,355
                  =======   =======   ========  ========  =======   =======   ========  ========  =======  =========

Liabilities
Non interest
bearing
deposits          $ 9,680   $      -  $      -  $      -  $      -  $  9,680  $      -  $      -  $     -  $   9,680

Interest
bearing
deposits           36,016      3,551     4,776     3,487     3,374    51,204     8,140     1,443      147     60,934

Long-term
FHLB
borrowings          1,000          -         -       132     1,592     2,724     4,575    10,050    2,922     20,271

Other
liabilities             -          -         -         -         -         -         -         -        -      1,436

Capital                 -          -         -         -         -         -         -         -        -     12,034
                  -------   --------  --------  --------  --------  --------  --------  --------  -------  ---------

  Total           $ 46,696  $  3,551  $  4,776  $  3,619  $  4,966  $ 63,608  $ 12,715  $ 11,493  $ 3,069  $ 104,355
                  ========  ========  ========  ========  ========  ========  ========  ========  =======  =========

GAP               $-38,860  $    178  $ -2,109  $    285  $ -2,292  $-42,798  $  5,446  $  5,039  $40,790

Cumulative
GAP               $-38,860  $-38,682  $-40,791  $-40,506  $-42,798  $-42,798  $-37,352  $-32,313  $ 8,477

GAP ratio               17%      105%       56%      108%       54%       33%      143%      144%    1429%

</TABLE>



                                        9
<PAGE>   12


     Capital Resources

     The Corporation's capital adequacy is reviewed continuously to ensure that
     sufficient capital is available to meet current and future funding needs
     and comply with regulatory requirements. Shareholders' equity, excluding
     the net unrealized gain on securities available for sale, increased
     $233,000 or 1.98% to $12,028,000 for the first quarter of 2000. This
     represents 11.53% of total assets. At December 31, 1999, the similar ratio
     of shareholders' equity to total assets was 11.16%. Dividends declared per
     common share increased by 11.11% to $.30 per share in 2000 compared to $.27
     in 1999.

     Regulators established "risk-based" capital guidelines that became
     effective December 31, 1990. Under the guidelines, minimum capital levels
     are established for risk-based and total assets based on perceived risk in
     asset categories and certain off-balance sheet items, such as loan
     commitments and standby letters of credit. On March 31, 2000, the Bank has
     a "risk-based" total capital to asset ratio of 18.29%. The ratio exceeds
     the requirements established by regulatory agencies as shown below.
<TABLE>
<CAPTION>

                           Capital                             March 31, 2000
                           (Dollars in thousands)    Risk-based        Leverage

<S>                                                  <C>               <C>
                           Actual amount             $    12,825       $    11,946
                           Actual percentage              18.29%            11.36%
                           Required amount           $     5,609       $     4,207
                           Required percentage             8.00%             4.00%
                           Excess amount             $     7,216       $     7,739
</TABLE>

     Bank management does not perceive that future rate changes or inflation
     will have a material impact on capital adequacy. It is the opinion of
     management that capital and shareholders' equity is adequate and will
     continue to be so throughout 2000.







                                       10

<PAGE>   13

Part II - Other Information

     Item 1.  Legal proceedings

     The Corporation is not involved in any material pending legal proceedings
     to which the Registrant or its subsidiaries is a party or which any of its
     property is subject, except for proceedings which arise in the ordinary
     course of business. In the opinion of management, pending legal proceedings
     will not have a material effect on the consolidated financial statements of
     the registrant or its subsidiaries as of and for the period ended March 31,
     2000.

     Item 2.  Changes in securities

     During the three months ended March 31, 2000, there weren't any changes in
     the Registrant's securities, relevant to the requirements of this section,
     that would cause any shareholder's rights to be materially modified,
     limited or qualified.

     Item 3.  Defaults upon senior securities

     No defaults have occurred involving senior securities on the part of the
     Registrant.

     Item 4.  Submission of matters to a vote of security holders

     No matters have been submitted to a vote of the Registrant's security
     holders.

     Item 5.  Other information

     None

     Item 6.  Exhibits and reports on Form 8-K

        1.  Exhibits required by Item 601 of Regulation S-K See Index to
            Exhibits on page 13.

        2.  Reports on Form 8-K
            No reports on Form 8-K were filed for the three months ended March
            31, 2000.






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<PAGE>   14

                                   SIGNATURES

     Pursuant to the requirements 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.


                                       CAPITAL DIRECTIONS, INC.



     Date:  May 8, 2000                     By:      /s/      Timothy Gaylord
            -----------                     ---------------------------------
                                                              Timothy Gaylord
                                                              President


     Date:  May 8, 2000                     By:      /s/      Lois A. Toth
            -----------                     ------------------------------------
                                                              Lois A. Toth
                                                              Treasurer





















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<PAGE>   15

                                Index to Exhibits


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

    2   Plan of Acquisition, Reorganization, Arrangement, Liquidation or
        Succession - Consolidation Agreement included in Amendment No. 1 to Form
        S-4 Registrant Statement No. 33-20417

    3   Instruments Defining the Rights of Security Holders, Including
        Debentures - Not applicable

    11  Statement Regarding Computation of Per Share Earnings - Not applicable

    15  Letter Regarding Unaudited Interim Financial Information - Not
        applicable

    18  Letter Regarding Change in Accounting Principals - Not applicable

    19  Previous Unfiled Documents - Not applicable

    20  Report Furnished to Security Holders - Not applicable

    23  Published Report Regarding Matters Submitted to Vote of Security Holders
        - Not applicable

    24  Consents of Experts and Counsel - Not applicable

    25  Power of Attorney - Not applicable

    27  Financial Data Schedule (filed herewith)

    28  Additional Exhibits - Not applicable




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