1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000

[   ]    TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from __________ to __________.

                        Commission File Number 000-18887

                             COLONIAL TRUST COMPANY
                             ----------------------
             (Exact name of registrant as specified in its charter)


         Arizona                                     75-2294862
         -------                                     ----------
(State of Incorporation)                   (IRS Employer Identification Number)

                               5336 N. 19th Avenue
                             Phoenix, Arizona 85015
                             ----------------------
                    (Address of principal executive offices)

                                  602-242-5507
                                  ------------
                         (Registrant's telephone number)

                                      NONE
      (Former name, address and fiscal year, if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act 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 filing requirements for the past 90 days.

                     Yes ___X______            No __________

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

         Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.

                     Yes __________            No __________

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the last practicable date: 721,872

Transitional Small Business Disclosure Format (check one):

                     Yes _________             No ___X______
   2
                             COLONIAL TRUST COMPANY

                                      INDEX



                                                                                       Page
                                                                                       ----
                                                                                    
Part I. Financial Information:

         Item 1: Financial Statements                                                   3

                  Condensed Balance Sheets                                              3

                  Condensed Statements of Earnings                                      4

                  Condensed Statements of Cash Flows                                    5

                  Notes to Condensed Financial Statements                               6

         Item 2: Management's Discussion and Analysis or
                  Plan of Operation                                                     9

Part II. Other Information

         Item 1: Legal Proceedings                                                      12

         Item 2: Changes in Securities                                                  12

         Item 3: Default Upon Senior Securities                                         12

         Item 4: Other Information                                                      12

         Item 5: Exhibits and Reports on Form 8-K                                       12

SIGNATURES                                                                              13


                                       2
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                             COLONIAL TRUST COMPANY

                          PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements



                                                                       Condensed Balance Sheets
                                                                 (Unaudited)
         ASSETS                                               September 30, 2000     March 31, 2000
                                                              ------------------     --------------
                                                                               
Cash and cash equivalents                                        $   80,248          $    9,260
Receivables                                                         700,127             802,122
Note receivable                                                     464,130             378,387
Property, furniture and equipment, net                              807,613             843,095
Excess of cost over fair value acquired, net                        122,996             129,081
Other assets                                                        152,730             100,421
Restricted cash                                                     517,584             502,556
                                                                 ----------          ----------

                                                                 $2,845,428          $2,764,922
                                                                 ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued liabilities                         $  231,375          $  197,132
Income tax payable                                                     --                46,301
Deferred income taxes                                                 7,249               7,249
                                                                 ----------          ----------
         Total Liabilities                                          238,624             250,682

Stockholders' equity:
Common stock, no par value;
     25,000,000 shares authorized, 713,911 issued
     and outstanding, at September 30, 2000 and 755,234
     issued and outstanding at March 31, 2000                       555,177             555,177
Additional paid-in capital                                          505,347             505,347
Retained earnings                                                 1,546,280           1,453,716
                                                                 ----------          ----------
         Total stockholders' equity                               2,606,804           2,514,240
                                                                 ----------          ----------

                                                                 $2,845,428          $2,764,922
                                                                 ==========          ==========


See accompanying notes to condensed financial statements.

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                             COLONIAL TRUST COMPANY

                  Condensed Statements of Earnings (Unaudited)



                                               Three-month periods           Six-month periods
                                               Ended September 30            Ended September 30
                                               ------------------            ------------------
Revenues:                                     2000            1999           2000          1999
                                              ----            ----           ----          ----
                                                                           
Bond servicing income                     $  592,337     $  719,613     $1,309,334     $1,264,601
IRA servicing fees-corporate                 112,683        118,261        299,142        290,269
IRA servicing fees-personal trust             61,071         39,413        149,574         90,337
Trust fee income                             256,082        135,165        395,051        247,135
Interest income                               18,096         10,989         35,318         27,887
                                          ----------     ----------     ----------     ----------
Total revenue                              1,040,269      1,023,441      2,188,419      1,920,229

General and administrative expenses          918,828        769,404      1,781,669      1,468,219
                                          ----------     ----------     ----------     ----------

Earnings before income taxes                 121,441        254,037        406,750        452,010

Income taxes                                  49,802        104,238        172,129        185,209
                                          ----------     ----------     ----------     ----------

Net earnings                              $   71,639     $  149,799     $  234,621     $  266,801
                                          ==========     ==========     ==========     ==========

Basic net earnings per common share       $      .10     $      .20     $      .32     $      .35
                                          ==========     ==========     ==========     ==========

Diluted net earnings per common share     $      .10     $      .19     $      .31     $      .34
                                          ==========     ==========     ==========     ==========

Weighted average shares outstanding
- -basic                                       715,520        758,731        725,608        759,509
                                          ==========     ==========     ==========     ==========

Weighted average shares outstanding
- -diluted                                     737,464        781,343        747,551        782,120
                                          ==========     ==========     ==========     ==========



See accompanying notes to condensed financial statements.


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                             COLONIAL TRUST COMPANY

                 Condensed Statements of Cash Flows (Unaudited)



                                                                                Six-month period
                                                                               Ended September 30,
                                                                               -------------------
                                                                             2000               1999
                                                                             ----               ----
                                                                                       
Cash flows from operating activities:
Net earnings                                                             $ 234,621           $ 266,801
Adjustments to reconcile net earnings to
Net cash provided by Operating activities:
Depreciation and amortization                                               75,367              62,381
Decrease (increase) in receivables                                         101,995            (128,019)
Increase in other assets                                                   (52,309)            (18,944)
Increase (decrease) in accounts payable and accrued liabilities             34,243            (101,594)
Decrease in income tax payable                                             (46,301)            (52,531)
                                                                         ---------           ---------
Net cash provided by operating activities                                  347,616              28,094
                                                                         ---------           ---------

Cash flows from investing activities:
Purchase of property, furniture and equipment                              (33,800)            (83,074)
Additions to note receivable                                              (410,743)               --
Payments received on note receivable                                       325,000             249,536
Increase in restricted cash                                                (15,028)           (168,674)
                                                                         ---------           ---------
Net cash used in investing activities                                     (134,571)             (2,212)
                                                                         ---------           ---------

Cash flows from financing activities:
Purchase and retirement of common stock                                   (142,057)             (8,645)
                                                                         ---------           ---------
Net cash used in financing activities                                     (142,057)             (8,645)
                                                                         ---------           ---------

Increase in cash and cash equivalents                                       70,988              17,237
Cash and cash equivalents at beginning of period                             9,260             175,256
                                                                         ---------           ---------
Cash and cash equivalents at end of period                               $  80,248           $ 192,493
                                                                         =========           =========



See accompanying notes to condensed financial statements.

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                             COLONIAL TRUST COMPANY


                     Notes to Condensed Financial Statements

1.       Significant Accounting Policies

         In the opinion of Colonial Trust Company (the "Company" or "Colonial"),
         the accompanying unaudited condensed financial statements contain all
         adjustments necessary to present fairly the financial position, the
         results of operations and cash flows for the periods presented. The
         accompanying condensed financial statements do not include all
         disclosures considered necessary for a fair presentation in conformity
         with generally accepted accounting principles. Therefore, it is
         recommended that these accompanying statements be read in conjunction
         with the financial statements appearing in the Company's Annual Report
         on Form 10-KSB for the year ended March 31, 2000.

         (a)      Nature of Business

                  The Company was incorporated on August 15, 1989, in the State
                  of Arizona for the purpose of engaging in the business of
                  acting as a fiduciary. The Company's Common Stock is
                  registered under the Securities Exchange Act of 1934.

                  The Company serves as trustee under various bond indentures
                  for issuers of bonds in 39 states. The issuers are primarily
                  churches and other non-profit organizations. As trustee, the
                  Company receives, holds, invests and disburses the bond
                  proceeds as directed by the applicable trust indenture and
                  receives weekly or monthly sinking fund payments from the
                  issuer of bonds, and, as paying agent, pays the semi-annual
                  principal and interest payments to the bondholder.

                  The Company also serves as trustee of self-directed individual
                  retirement accounts for certain bondholders or employees of
                  religious organizations.

                  The Personal Trust segment provides investment management,
                  administration and custodial services for customers with
                  various securities held in trust or in investment agency
                  accounts.

         (b)      Revenue Recognition

                  Under the trust indentures with organizations issuing bonds,
                  Colonial, for its services, principally earns revenues based
                  on three fee structures. The first fee structure allows
                  Colonial to invest trust funds held for disbursement and
                  retain the gains and earnings therefrom. The second fee
                  structure requires the issuing institution to pay a percentage
                  of the bond proceeds to Colonial for set-up and printing costs
                  during the first year. The third fee structure entitles
                  Colonial to interest earnings up to 2.5% of daily trust funds
                  held in bond program fund accounts in lieu of a set-up fee.
                  Annual maintenance fees and bond printing costs are charged as
                  a percentage of the related bond issuance. Colonial also
                  receives fees for services provided as custodian for
                  self-directed individual retirement accounts.

                  In connection with providing investment management,
                  administration and custodial services, Colonial earns revenue
                  based on two fee structures. The first fee structure is
                  established as a percentage of the fiduciary assets that
                  Colonial holds as trustee or agent. Fees are assessed on a
                  monthly basis to individual accounts according to the prior
                  month end fair market value of each account. The second fee
                  structure relates to an annual minimum fee that is set up to
                  cover the maintenance of fiduciary assets which Colonial holds
                  in both trust and self-directed IRA accounts. Minimum fees are
                  assessed monthly, based on 1/12th of the published annual
                  minimum.



         (c )     Computation of Basic and Diluted Net Earnings Per Common Share

                                       6
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                  Basic EPS is computed based on weighted average shares
                  outstanding and excludes any potential dilution from stock
                  options, warrants and other common stock equivalents. Diluted
                  EPS reflects potential dilution from the exercise or
                  conversion of securities into common stock or from other
                  contracts to issue common stock.

2.       Note receivable

         On December 1, 1990, the Company entered into a Master Note and Letter
         Agreement with Church Loans and Investment Trust, Inc., its former
         parent corporation. The Master Note, in the maximum amount of
         $1,000,000, is due on demand, bears interest payable monthly at 1% less
         than the prime rate and is unsecured. Amounts advanced from time to
         time may be prepaid and re-borrowed.

3.       Earnings Per Share

         A reconciliation from basic earnings per share to diluted earnings per
         share for the three-month and six-month periods ended September 30,
         2000, and September 30, 1999 follows:



                                     Three-month periods      Six-month periods
                                     Ended September 30,      Ended September 30,
                                     -------------------      -------------------
                                      2000        1999         2000          1999
                                      ----        ----         ----          ----
                                                              
Net earnings                       $ 71,639     $149,799     $234,621     $266,801
                                   --------     --------     --------     --------

Basic EPS
- -weighted average
shares outstanding                  715,520      758,731      725,608      759,509
                                   ========     ========     ========     ========

Basic EPS                          $    .10     $    .20     $    .32     $    .35
                                   ========     ========     ========     ========

Basic EPS
- -weighted average
shares outstanding                  715,520      758,731      725,608      759,509

Effect of dilutive securities:
Stock options                        21,944       22,612       21,943       22,611
                                   --------     --------     --------     --------

Diluted EPS
- -weighted average
shares outstanding                  737,464      781,343      747,551      782,120
                                   ========     ========     ========     ========

Diluted EPS                        $    .10     $    .19     $    .31     $    .34
                                   ========     ========     ========     ========



4.       Business Segments

         Operating results and other financial data are presented for the
         principal business segments of the Company for the three-month and
         six-month periods ended September 30, 2000 and September 30, 1999.

                                       7
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          The Company has two distinct business segments consisting of Corporate
Trust services and Personal Trust services.

         In computing operating profit by business segment, portions of
administrative expenses and other items not considered direct operating expenses
were considered to be in the Other category.



                                  Corporate      Personal
                                    Trust          Trust          Other           Total
                                    -----          -----          -----           -----
                                                                 
Three-month periods:

         September 30, 2000
Bond Servicing Income           $  592,337           --             --       $  592,337
IRA Servicing Fees                 112,683     $   61,071           --          173,754
Trust Fee Income                      --          256,082           --          256,082
Interest Income                       --             --       $   18,096         18,096
                                ----------     ----------     ----------     ----------
                                $  705,020     $  317,153     $   18,096     $1,040,269
                                ----------     ----------     ----------     ----------

General & Administrative
Expenses                        $  351,355     $  215,947     $  351,526     $  918,828
                                ----------     ----------     ----------     ----------


         September 30, 1999
Bond Servicing Income           $  719,613           --             --       $  719,613
IRA Servicing Fees                 118,261     $   39,413           --          157,674
Trust Fee Income                      --          135,165           --          135,165
Interest Income                       --             --       $   10,989         10,989
                                ----------     ----------     ----------     ----------
                                $  837,874     $  174,578     $   10,989     $1,023,441
                                ----------     ----------     ----------     ----------

General & Administrative
Expenses                        $  380,603     $  137,109     $  251,692     $  769,404
                                ----------     ----------     ----------     ----------



Six-month periods:

         September 30, 2000
Bond Servicing Income           $1,309,334           --             --       $1,309,334
IRA Servicing Fees                 299,142     $  149,574           --          448,716
Trust Fee Income                      --          395,051           --          395,051
Interest Income                       --             --       $   35,318         35,318
                                ----------     ----------     ----------     ----------
                                $1,608,476     $  544,625     $   35,318     $2,188,419
                                ----------     ----------     ----------     ----------

General & Administrative
Expenses                        $  740,905     $  390,359     $  650,405     $1,781,669
                                ----------     ----------     ----------     ----------


         September 30, 1999
Bond Servicing Income           $1,264,601           --             --       $1,264,601
IRA Servicing Fees                 290,269     $   90,337           --          380,606
Trust Fee Income                      --          247,135           --          247,135
Interest Income                       --             --       $   27,887         27,887
                                ----------     ----------     ----------     ----------
                                $1,554,870     $  337,472     $   27,887     $1,920,229
                                ----------     ----------     ----------     ----------

General & Administrative
Expenses                        $  720,107     $  282,558     $  465,554     $1,468,219
                                ----------     ----------     ----------     ----------



                                       8
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         Item 2.  Management's Discussion and Analysis or Plan of Operation

         Results of Operations Three-Month Periods Ended September 30, 2000 and
         September 30, 1999

         The Company had net earnings of $71,639, or $.10 per diluted share, for
         the period ended September 30, 2000, compared to net earnings of
         $149,799, or $.19 diluted earnings per share, for the period ended
         September 30, 1999, a decrease in net earnings of 52%. The Company had
         total revenue of $1,040,269 for the period ended September 30, 2000,
         compared to total revenue of $1,023,441 for the prior year, an increase
         of 2%.

         The Corporate Trust segment's income decreased $132,854 to $705,020 for
         the period ended September 30, 2000, compared to $837,874 for the
         period ended September 30, 1999, a decrease of 16%. The Personal Trust
         segment's income increased $142,575 to $317,153 for the period ended
         September 30, 2000, compared to $174,578 for the period ended September
         30, 1999, an increase of 82%.

         The Corporate Trust segment's bond servicing income decreased $127,276
         to $592,337 for the period ended September 30, 2000, compared to
         $719,613 for the period ended September 30, 1999, a decrease of 18%.
         The decrease in bond servicing income was primarily attributable to the
         following factors. First, late fees decreased to approximately $50,000
         for the three months ended September 30, 2000, compared to
         approximately $150,000 in the comparable prior period, reflecting a
         return of late fees as a percentage of total bond issuances to a level
         more closely approximating the historical norm. Second, the Company's
         income attributable to set-up fees on non-profit bond issuances
         decreased by approximately $34,000 in the current quarter compared to
         the comparable prior period, due primarily to a decrease in new
         non-profit bond issuances for which the Company was serving as trustee
         and paying agent in the current quarter compared to new non-profit bond
         issuances originated in the comparable prior period. Printing fees in
         the current quarter also decreased slightly compared to the prior
         period due to the same decrease in the number of new non-profit bond
         issuances originated in the current quarter compared to the comparable
         prior period. The Company anticipates that revenues from the Corporate
         Trust segment's non-profit bond servicing activities will continue to
         be negatively impacted for at least the next fiscal quarter by overall
         weakness in the market for non-profit bonds and by an anticipated
         decrease in new non-profit issuances originated by broker/dealers with
         whom the Company has a relationship compared to issuances in the
         comparable prior period. The foregoing was offset in part by the
         Company's receipt in the three months ended September 30, 2000 of
         approximately $33,000 in municipal bond servicing fees, compared to no
         revenues from such activities in the comparable prior quarter,
         reflecting the expansion of the Company's Corporate Trust segment to
         include the servicing of bonds issued by municipal as well as
         non-profit issuers. The Company is presently unable to determine the
         level of fees, if any, that it will be able to generate from servicing
         of municipal bonds in the future. At September 30, 2000, the Company
         was serving as trustee and paying agent on 456 non-profit bond
         offerings totaling approximately $446,700,000 in original principal
         amount; at September 30, 1999, the Company was serving as trustee and
         paying agent on 448 non-profit bond offerings totaling approximately
         $415,000,000 in original principal amount.

         Revenue from the Corporate Trust segment's IRA Account servicing
         activities decreased $5,578 to $112,683 for the period ended September
         30, 2000, compared to $118,261 for the period ended September 30, 1999,
         a decrease of 5%. This decrease was primarily attributable to a delay
         in the timing of collection of certain annual maintenance fees in the
         current quarter. Revenue from the Personal Trust segment's IRA Account
         servicing activities increased $21,658 to $61,071 for the period ended
         September 30, 2000, compared to $39,413 for the period ended September
         30, 1999, an increase of 55%. The increase in Personal Trust IRA
         revenue was primarily due to the increase in the aggregate value of IRA
         Accounts serviced by the Company and an increase in the fee structure
         effective July 1, 2000. At September 30, 2000, the Corporate Trust
         segment was servicing 9,502 IRA Accounts with an aggregate value of
         approximately $164,300,000 and the Personal Trust segment was servicing
         214 IRA Accounts with an aggregate value of approximately $47,276,000.
         At September 30, 1999, the Corporate Trust segment was servicing 8,361
         IRA Accounts with an aggregate value of approximately $142,000,000, and
         the Personal Trust segment was servicing 227 Accounts with an aggregate
         value of approximately $40,000,000.

         The Personal Trust segment's trust income increased $120,917 to
         $256,082 for the period ended September 30, 2000, compared to $135,165
         for the period ended September 30, 1999, an increase of 89%. The
         increase in trust income was primarily due to the increase in the
         number of trust investment accounts or other accounts serviced by the
         Company. At September 30, 2000, the Personal Trust segment was serving
         as trustee or agent for 430 trust, investment accounts,


                                       9
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         or other accounts with a fair market value of approximately
         $92,415,000. At September 30, 1999, the Personal Trust segment was
         serving as Trustee or agent for 278 trust, investment accounts, or
         other accounts with a fair market value of approximately $68,000,000.

         Interest income was $18,096 for the period ended September 30, 2000,
         compared to $10,989 for the period ended September 30, 1999. This
         increase was primarily attributable to monies held in the master trust
         note, against which additional available working capital was advanced.

         The Corporate Trust segment's general and administrative expenses
         decreased in the aggregate $29,248 to $351,355 for the period ended
         September 30, 2000, compared to $380,603 for the period ended September
         30, 1999, but increased to 50% of segment revenues for the period ended
         September 30, 2000, from 45% of segment revenues for the period ended
         September 30, 1999. The Personal Trust segment's general and
         administrative expenses increased in the aggregate $78,838 to $215,947
         for the period ending September 30, 2000, compared to $137,109 for the
         period ended September 30, 1999, but decreased to 68% of segment
         revenues for the period ended September 30, 2000 from 79% of segment
         revenues for the period ended September 30, 1999. The percentage
         increase in the Corporate Trust segment's general and administrative
         expenses was due primarily to an increase in personnel staffing to
         administer the Company's anticipated increase in bond servicing
         business and also because the Corporate Trust segment bond servicing
         income was down in the period ending September 30, 2000 as explained
         above. The increase in the Personal Trust segment's general and
         administrative expenses was due primarily to an increase in personnel
         as well as additional expenses involved in administering the Company's
         increased trust servicing business.

         The Company's effective income tax rate remained constant at 41.0% for
         the three-month periods ended September 30, 2000 and September 30,
         1999.


         Results of Operations Six-Month Periods Ended September 30, 2000 and
         September 30, 1999

         The Company had net earnings of $234,621, or $.31 diluted earnings per
         share, for the period ended September 30, 2000, compared to net
         earnings or $266,801, or $.34 diluted earnings per share, for the
         period ended September 30, 1999, a decrease in net earnings of 12%. The
         Company had total revenue of $2,188,419 for the period ended September
         30, 2000, compared to total revenue of $1,920,229 for the prior year,
         an increase of 14%.

         The Corporate Trust segment's income increased $53,606 to $1,608,476
         for the period ended September 30, 2000, compared to $1,554,870 for the
         period ended September 30, 1999, an increase of 3%. The Personal Trust
         segment's income increased to $544,625 in the period ended September
         30, 2000, compared to $337,472 for the period ended September 30, 1999,
         an increase of 61 %.

         The Corporate Trust segment's bond servicing income increased $44,733
         to $1,309,334 for the period ended September 30, 2000, compared to
         $1,264,601 for the period ended September 30, 1999, an increase of 4%.
         The increase in bond servicing income was primarily attributable to the
         increase in the number of bond accounts serviced by the Company but the
         rate of growth was negatively impacted by a decrease in new issuances
         originated in the current year compared to the comparable prior period.

         Revenue from the Corporate Trust segment's IRA Account servicing
         activities increased $8,873 to $299,142 for the period ended September
         30, 2000, compared to $290,269 for the period ended September 30, 1999,
         an increase of 3%. Revenue from the Personal Trust segment's IRA
         Account servicing activities increased $59,237 to $149,574 for the
         period ended September 30, 2000, compared to $90,337 for the period
         ended September 30, 1999, an increase of 66%. The increase in IRA
         revenue was primarily due to the increase in the aggregate value of IRA
         Accounts serviced by the Company and an increase in the fee structure
         effective July 1, 2000.

         The Personal Trust segment's trust income increased $147,916 to
         $395,051 for the period ended September 30, 2000, compared to $247,135
         for the period ended September 30, 1999, an increase of 60%. The
         increase in trust income was primarily due to the increase in the
         number of trust investment accounts or other accounts serviced by the
         Company.

                                       10
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         Interest income increased $7,431 to $35,318 for the period ended
         September 30, 2000, compared to $27,887 for the period ended September
         30, 1999, an increase of 27%. The increase was primarily attributable
         to monies held in the master trust note, against which additional
         available working capital was advanced.

         The Corporate Trust segment's general and administrative expenses
         increased in the aggregate $20,798 to $740,905 for the period ended
         September 30, 2000, compared to $720,107 for the prior period, and
         remained constant at 46% of segment revenues for the periods ended
         September 30, 2000, and September 30, 1999. The Personal Trust
         segment's general and administrative expenses increased in the
         aggregate $107,801 to $390,359 for the period ended September 30, 2000,
         compared to $282,558 for the period ended September 30, 1999, but
         decreased to 72% of segment revenues for the period ended September 30,
         2000 from 84% for the period ended September 30, 1999. The decrease in
         the Personal Trust segment's general and administrative expenses, as a
         percentage of segment revenues, was due primarily to an increase in
         personal trust accounts, and associated revenues, more than offsetting
         the increase in personnel and additional expenses involved in
         administering the Company's increased trust servicing business.

         The Company's effective income tax rate was 42.3% for the six-month
         period ended September 30, 2000, and 41.0% for the six-month period
         ended September 30, 1999.

         Year 2000

         As of the date hereof, the Company has not experienced any Year 2000
         problems with its systems nor does the Company anticipate any problems.
         However, there can be no guarantee that future system problems related
         to Year 2000 will not have a material impact on the Company's
         operations. The Company's third party vendors with which it has
         relationships also did not experience any Year 2000 problems which
         materially impacted the Company's operation. However, there can be no
         guarantee that future problems with third party vendors' computer
         systems related to Year 2000 will not have a material impact on the
         Company's operations.

         The Company's expenditures required to be Year 2000 compliant
         (primarily a reallocation of current personnel's time from other
         projects to the year 2000 remediation plan) were not material, and the
         Company has expensed all costs associated with the Year 2000
         remediation plan. However, there can be no assurance that the ultimate
         cost to identify and implement solutions to future problems related to
         Year 2000 will not be material to the Company. See the Company's Form
         10-QSB for the period ended September 30, 1999 for a discussion of the
         Company's Year 2000 remediation plan.


         Liquidity and Capital Resources

         Under legislation effective on July 20, 1996, the Company is required
         to maintain net capital of at least $500,000; the Company's net capital
         was $2,606,804 on September 30, 2000. The legislation also requires
         that the Company's net capital meet certain liquidity requirements.
         Specifically, $500,000 of such net capital must meet the Arizona
         Banking Department's liquidity requirements. At September 30, 2000,
         $517,584 of the Company's net capital met the Department's liquidity
         requirements. The Company has satisfied these liquidity requirements
         and believes that it will be able to maintain its compliance with these
         liquidity requirements from cash on hand and other assets of the
         Company. The Company also believes that it will be able to satisfy its
         working capital and capital expenditure requirements for the
         foreseeable future from existing cash balances, from anticipated cash
         flow from operating activities, and from funds available under the
         Company's Master Note with its former parent, Church Loans and
         Investments Trust.

         The Company's cash and cash equivalents increased from $9,260 on March
         31, 2000, to $80,248 on September 30, 2000, while the note receivable
         increased from $378,387 on March 31, 2000, to $464,130 on September 30,
         2000. The increase in the cash and cash equivalents was primarily due
         to improvement in the timing of collection of trust management fees.
         The increase in the note receivable was primarily due to an additional
         net advance of $75,000. The Company's net property and equipment
         decreased from $843,095 on March 31, 2000, to $807,613 on September 30,
         2000. The decrease was primarily due to depreciation of existing
         property and equipment exceeding the purchase of additional furniture,
         equipment and computer software for new employees. The Company believes
         that capital expenditure requirements for the foreseeable future will
         be covered by excess cash flow from operations.

                                       11
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         Market Risk

         In the opinion of management, our market risk factors have not changed
         materially from March 31, 2000.

         "Safe Harbor" Statement under the Private Securities Litigation Reform
         Act of 1995.

         This Form 10-QSB contains one or more forward-looking statements within
         the meaning of Section 21E of the Securities Exchange Act of 1934, as
         amended, and is subject to the safe harbors created thereby.

         These forward-looking statements involve risks and uncertainties,
         including, but not limited to: the Company's continued employment of
         key management; the success of the Company in its business development
         efforts; the Company's success with the investment advisory agreement
         with Hackett Investment Advisors ("HIA"), Feldman Securities Group LLP
         (FSG) and Wright Investors' Services (WIS), pursuant to which HIA, FSG
         and WIS provide investment advisory services for the majority of the
         trust and investment agency accounts of the Company, and the success of
         HIA, FSG and WIS in managing such accounts; increased competition for
         the Company's services; competitive pressures on prices for the
         Company's services; Year 2000 issues; increased staffing or office
         needs not currently anticipated; new rules or regulations not currently
         anticipated which adversely affect the Company; and an increase in
         interest rates or other economic factors having an adverse impact on
         the Company and other risks detailed from time to time in the Company's
         Securities and Exchange Commission filings. The Company filed its
         fiscal 2000 Form 10-KSB on June 28, 2000. Please refer to these
         documents for a more detailed discussion of the risks and uncertainties
         associated with the Company's future operations.


                           PART II. OTHER INFORMATION

         Item 1:           Legal Proceedings

                           None.

         Item 2:           Changes in Securities

                           None.

         Item 3:           Default Upon Senior Securities

                           None.

         Item 4:           Other Information

                           On August 21, 2000, Mr. Chris Olson, the Company's
                           former Chief Financial Officer, resigned from the
                           Company. On August 16, 2000, the Company hired Ian B.
                           Currie as its Controller and Treasurer. Mr. Currie
                           reports to Cecil Glover, who is the Company's current
                           Chief Operating Officer.


         Item 5:           Exhibits and Reports on Form 8-K:

                           (a)      Exhibits:  27 Financial Data Schedule

                           (b)      Reports on  Form 8-K:  None.


                                       12
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                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



                                 COLONIAL  TRUST COMPANY

DATE:  November 14, 2000            BY:   /s/ John K. Johnson
       -----------------                  -----------------------------
                                          John K. Johnson
                                          Its:   President

DATE:  November 14, 2000            BY:   /s/ Ian B. Currie
       -----------------                  --------------------
                                          Ian B Currie
                                          Its:   Controller & Treasurer

                                       13
   14
                                 EXHIBIT INDEX



Exhibit Number                       Description
- --------------                       -----------
                                  
    27                               Financial Data Schedule