UNITED STATES
                       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

     For the quarterly period ended    JUNE 30, 2005
                                    -------------------

                                       OR

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

     For the transition period from __________ to __________

                        COMMISSION FILE NUMBER: 000-30511

                            CHEROKEE BANKING COMPANY
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             GEORGIA                                           58-2432974
-----------------------------------                      -----------------------
  (State or other jurisdiction of                            (IRS Employer
   incorporation or organization)                          Identification No.)


                 1275 RIVERSTONE PARKWAY, CANTON, GEORGIA 30114
            -------------------------------------------------------
                    (Address of principal executive offices)

                                 (770) 479-3400
                      -----------------------------------
                          (Issuer's telephone number)

                                      N/A
 ------------------------------------------------------------------------------
   (Former name, former address and former 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
                                                                   ---       ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
1,242,515 shares of common stock, no par value per share, issued and outstanding
as of August 12, 2005.

Transitional Small Business Disclosure Format       Yes      No  X
                                                        ---     ---


<PAGE>
<TABLE>
<CAPTION>
                                      CHEROKEE BANKING COMPANY

===============================================================================================

                                                INDEX
                                                -----

                                                                                       Page No.
                                                                                       --------
<S>            <C>                                                                     <C>

PART I.        FINANCIAL INFORMATION

      Item 1 - Financial Statements

               Consolidated Balance Sheet (unaudited) at June 30, 2005. . . . . . . . . . . . 3

               Consolidated Statements of Earnings (unaudited) for the
                 Three Months and the Six Months Ended June 30, 2005 and 2004 . . . . . . . . 4

               Consolidated Statements of Comprehensive Income (Loss) (unaudited)
                 for the Three Months and the Six Months Ended June 30, 2005 and 2004 . . . . 5

               Consolidated Statements of Cash Flows (unaudited) for the
                 Six Months Ended June 30, 2005 and 2004. . . . . . . . . . . . . . . . . . . 6

               Notes to Consolidated Financial Statements (unaudited) . . . . . . . . . . . . 7

      Item 2 - Management's Discussion and Analysis of
               Financial Condition and Results of Operations. . . . . . . . . . . . . . . . .11

      Item 3 - Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . .18

PART II.       OTHER INFORMATION

      Item 1. - Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

      Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds . . . . . . . . .19

      Item 3. - Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . . . . . . .19

      Item 4. - Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . .19

      Item 5. - Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

      Item 6. - Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . . . . .20

      Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
</TABLE>


<PAGE>
                            PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                               CHEROKEE BANKING COMPANY
                              CONSOLIDATED BALANCE SHEET
                                    JUNE 30, 2005
                                     (UNAUDITED)

                         ASSETS
                         ------
<S>                                                            <C>
Cash and due from banks                                        $  4,878,569
Federal funds sold                                               13,862,000
                                                               -------------
    Cash and cash equivalents                                    18,740,569

Interest-bearing deposits at other financial institutions         1,090,000
Investment securities available-for-sale                         42,644,090
Restricted equity securities, at cost                             1,077,550
Loans, net                                                       92,305,804
Premises and equipment, net                                       5,033,011
Accrued interest receivable and other assets                      3,952,291
                                                               -------------

                                                               $164,843,315
                                                               =============

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

Deposits:
  Demand                                                       $ 16,722,005
  Money market and NOW accounts                                  61,918,281
  Savings                                                         9,151,515
  Time                                                           27,419,923
  Time over $100,000                                             25,628,346
                                                               -------------
    Total deposits                                              140,840,070

Advances from the Federal Home Loan Bank                          8,500,000
Accrued interest payable and other liabilities                    1,209,181
                                                               -------------

    Total liabilities                                           150,549,251
                                                               -------------

Commitments
Stockholders' equity:
  Preferred stock, no par value; 2,000,000 shares authorized;
    no shares issued and outstanding                                      -

  Common stock, no par value; 10,000,000 shares authorized;
    1,242,515 shares issued and outstanding                      13,728,330
  Retained earnings                                               1,219,450
  Accumulated other comprehensive loss                             (653,716)
                                                               -------------

    Total stockholders' equity                                   14,294,064
                                                               -------------

                                                               $164,843,315
                                                               =============
</TABLE>

     SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                                 CHEROKEE BANKING COMPANY
                                           CONSOLIDATED STATEMENTS OF EARNINGS
                           FOR THE THREE MONTHS AND THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                                       (UNAUDITED)

                                                                THREE MONTHS                    SIX MONTHS
                                                                ENDED JUNE 30,                 ENDED JUNE 30,
                                                         ----------------------------  -----------------------------
                                                             2005           2004            2005           2004
                                                         -------------  -------------  --------------  -------------
<S>                                                      <C>            <C>            <C>             <C>
Interest income:
  Interest and fees on loans                             $   1,676,398  $   1,091,840  $   3,165,930   $   2,069,737
  Interest and dividends on investment securities              389,109        459,122        806,454         911,175
  Interest on federal funds sold                                 8,344          3,072         17,920          15,584
  Interest on interest-bearing deposits at other
   financial institutions                                        7,540            240         14,913             868
                                                         -------------  -------------  --------------  -------------
    Total interest income                                    2,081,391      1,554,274      4,005,217       2,997,364

Interest expense:
  Interest on money market and NOW accounts                    187,659         99,180        357,645         205,175
  Interest on savings and time deposits                        432,139        191,865        787,095         396,944
  Interest on other borrowings                                  86,336         89,752        200,137         168,380
                                                         -------------  -------------  --------------  -------------
    Total interest expense                                     706,134        380,797      1,344,877         770,499

    Net interest income                                      1,375,257      1,173,477      2,660,340       2,226,865

Provision for loan losses                                       17,520        152,673        115,219         259,263
                                                         -------------  -------------  --------------  -------------
    Net interest income after provision for loan losses      1,357,737      1,020,804      2,545,121       1,967,602
                                                         -------------  -------------  --------------  -------------

Other income:
  Service charges on deposit accounts                          209,446        140,264        405,456         252,669
  Mortgage origination fees                                     73,050         52,824        132,305         119,428
  Investment security gains (losses) , net                           -             93        (12,996)          4,361
  Other income                                                  61,191         57,658        134,050         110,253
                                                         -------------  -------------  --------------  -------------
    Total other income                                         343,687        250,839        658,815         486,711
                                                         -------------  -------------  --------------  -------------

Other expenses:
  Salaries and employee benefits                               633,485        584,479      1,252,918       1,179,461
  Occupancy and equipment                                      135,719        127,659        256,944         251,225
  Other operating                                              486,804        437,322        946,522         846,010
                                                         -------------  -------------  --------------  -------------
    Total other expense                                      1,256,008      1,149,460      2,456,384       2,276,696
                                                         -------------  -------------  --------------  -------------

    Earnings before income taxes                               445,416        122,183        747,552         177,617

Income tax expense                                             145,580         44,570        242,678          64,401
                                                         -------------  -------------  --------------  -------------

    Net earnings                                         $     299,836  $      77,613  $     504,874   $     113,216
                                                         =============  =============  ==============  =============

Basic earnings per share                                 $        0.24  $        0.06  $        0.41   $        0.10
                                                         =============  =============  ==============  =============

Diluted earnings per share                               $        0.22  $        0.06  $        0.37   $        0.10
                                                         =============  =============  ==============  =============
</TABLE>

     SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                     CHEROKEE BANKING COMPANY
                                      CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                  FOR THE THREE AND THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                                           (UNAUDITED)

                                                                   THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                         JUNE 30,                       JUNE 30,
                                                               -----------------------------  ------------------------------
                                                                   2005            2004            2005            2004
                                                               -------------  --------------  --------------  --------------
<S>                                                            <C>            <C>             <C>             <C>
Net earnings                                                   $     299,836  $      77,613   $     504,874   $     113,216
                                                               -------------  --------------  --------------  --------------

Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) on investment securities
    available-for-sale, net of income taxes of $134,103,
    ($804,163), ($142,231) and ($626,070)                            218,799     (1,312,055)       (232,062)     (1,021,483)
  Reclassification adjustment for (gains) losses on sale of
    investment securities available-for-sale, net of income
    taxes of $35, ($4,938) and $1,657                                      -            (58)          8,058          (2,704)
                                                               -------------  --------------  --------------  --------------
    Total other comprehensive income (loss)                          218,799     (1,312,113)       (224,004)     (1,024,187)
                                                               -------------  --------------  --------------  --------------

    Comprehensive income (loss)                                $     518,635  $  (1,234,500)  $     280,870   $    (910,971)
                                                               =============  ==============  ==============  ==============
</TABLE>

     SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                      CHEROKEE BANKING COMPANY
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                            (UNAUDITED)

                                                                       2005           2004
                                                                   ------------  -------------
<S>                                                                <C>           <C>
OPERATING ACTIVITIES
  Net earnings                                                     $   504,874   $    113,216
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
    Provision for loan losses                                          115,219        259,263
    Depreciation, amortization and accretion                           172,914        182,562
    Investment security losses (gains) , net                            12,996         (4,361)
    Change in:
      Accrued interest receivable and other assets                    (192,324)      (226,742)
      Accrued interest payable and other liabilities                   365,166        203,422
                                                                   ------------  -------------

        Net cash provided by operating activities                      978,845        527,360
                                                                   ------------  -------------

INVESTING ACTIVITIES
  Proceeds from calls and maturities of
    of investment securities available-for-sale                      2,967,860      5,480,194
  Proceeds from sales of investment securities available-for-sale    1,863,298     11,135,799
  Purchases of investment securities available-for-sale                      -    (16,696,214)
  Purchases of restricted equity securities                            (58,800)       (30,000)
  Net change in loans                                               (8,481,426)   (16,036,537)
  Purchase of premises and equipment                                   (30,853)      (495,303)
                                                                   ------------  -------------

        Net cash used in investing activities                       (3,739,921)   (16,642,061)
                                                                   ------------  -------------

FINANCING ACTIVITIES
  Net change in deposits                                            25,545,922     20,824,853
  Net change in federal funds purchased                             (8,858,000)    (5,864,000)
  Repayment of other borrowings                                              -     (1,000,000)
  Proceeds from issuance of common stock                                     -      6,020,000
  Stock issuance costs                                                       -        (31,795)
                                                                   ------------  -------------

        Net cash provided by financing activities                   16,687,922     19,949,058
                                                                   ------------  -------------

Net change in cash and cash equivalents                             13,926,846      3,834,357

Cash and cash equivalents at beginning of period                     4,813,723      4,371,985
                                                                   ------------  -------------

Cash and cash equivalents at end of period                         $18,740,569   $  8,206,342
                                                                   ============  =============
</TABLE>

     SEE ACCOMPANYING NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS.


                                        6
<PAGE>
                            CHEROKEE BANKING COMPANY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1.   BASIS  OF  PRESENTATION

          Cherokee  Banking  Company,  Inc.  (the  "Company"),  a  bank  holding
          company,  owns  100% of the outstanding common stock of Cherokee Bank,
          N.A.  (the  "Bank"),  which  operates in the Canton, Georgia area. The
          Bank  opened  for  business  on  July  26,  1999.

          The  consolidated  financial  statements  include  the accounts of the
          Company  and the Bank. All intercompany accounts and transactions have
          been  eliminated  in  consolidation.

          The accompanying financial statements have been prepared in accordance
          with  the  requirements  for  interim  financial  statements  and,
          accordingly,  they  omit  disclosures,  which  would  substantially
          duplicate  those  contained  in  the  most  recent  annual  report  to
          shareholders  on  Form 10-KSB. The financial statements as of June 30,
          2005  and  for  the  interim  periods ended June 30, 2005 and 2004 are
          unaudited  and,  in the opinion of management, include all adjustments
          (consisting  of  normal recurring accruals) considered necessary for a
          fair  presentation.  For  further  information, refer to the financial
          statements and the notes included in the Company's Form 10-KSB for the
          period  ended  December  31,  2004,  as  filed with the Securities and
          Exchange  Commission.

NOTE 2.   EARNINGS PER SHARE

          Basic  earnings  per share are based on the weighted average number of
          common  shares  outstanding  during  the  period  while the effects of
          potential shares outstanding during the period are included in diluted
          earnings  per  share.  The  reconciliation  of the amounts used in the
          computation  of  both "basic earnings per share" and "diluted earnings
          per share" for the quarter and six months ended June 30, 2005 and 2004
          presented  in  the  financial  statements  were calculated as follows:

<TABLE>
<CAPTION>
          FOR THE QUARTER ENDED JUNE 30, 2005:     NET      COMMON     PER SHARE
                                                 EARNINGS   SHARES      AMOUNT
                                                ---------  ---------  -----------
<S>                                             <C>        <C>        <C>
          BASIC EARNINGS PER SHARE              $ 299,836  1,242,515  $      .24
          EFFECT OF STOCK OPTIONS                       -    106,851        (.02)
                                                ---------  ---------  -----------
          DILUTED EARNINGS PER SHARE            $ 299,836  1,349,366  $      .22
                                                =========  =========  ===========

          FOR THE QUARTER ENDED JUNE 30, 2004:     NET      COMMON     PER SHARE
                                                 EARNINGS   SHARES      AMOUNT
                                                ---------  ---------  -----------
          Basic earnings per share              $  77,613  1,242,515  $      .06
          Effect of stock options                       -     96,217           -
                                                ---------  ---------  -----------
          Diluted earnings per share            $  77,613  1,338,732  $      .06
                                                =========  =========  ===========
</TABLE>


                                        7
<PAGE>
                            CHEROKEE BANKING COMPANY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)


NOTE 2.   EARNINGS PER SHARE, CONTINUED

<TABLE>
<CAPTION>
          FOR THE SIX MONTHS ENDED JUNE 30, 2005:     NET       COMMON    PER SHARE
                                                    EARNINGS    SHARES      AMOUNT
                                                   ---------  ---------  -----------
<S>                                                <C>        <C>        <C>
          BASIC EARNINGS PER SHARE                 $ 504,874  1,242,515  $      .41
          EFFECT OF STOCK OPTIONS                          -    110,484        (.04)
                                                   ---------  ---------  -----------
          DILUTED EARNINGS PER SHARE               $ 504,874  1,352,999  $      .37
                                                   =========  =========  ===========

          FOR THE SIX MONTHS ENDED JUNE 30, 2004:     NET       COMMON    PER SHARE
                                                    EARNINGS    SHARES      AMOUNT
                                                   ---------  ---------  -----------
          Basic earnings per share                 $ 113,216  1,090,274  $      .10
          Effect of stock options                          -     96,217           -
                                                   ---------  ---------  -----------
          Diluted earnings per share               $ 113,216  1,186,491  $      .10
                                                   =========  =========  ===========
</TABLE>

NOTE 3.   STOCK-BASED COMPENSATION

          The  Company  sponsors  stock-based  compensation  plans.  The Company
          accounts  for  these  plans  under  the  recognition  and  measurement
          principles  of  APB  Opinion  No.  25, "Accounting for Stock Issued to
          Employees",  and  related  interpretations.  No  stock-based  employee
          compensation cost is reflected in net earnings, as all options granted
          under  those  plans had an exercise price equal to the market value of
          the  underlying common stock on the date of grant. The following table
          illustrates  the  effect on net earnings and earnings per share if the
          Company had applied the fair value recognition provisions of Statement
          of  Financial  Accounting  Standards ("SFAS") No. 123, "Accounting for
          Stock-Based  Compensation,"  to  stock-based employee compensation for
          the  six  months  ended  June  30,  2005  and  2004:

<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED
                                                                                 JUNE 30,
                                                                        --------------------------
                                                                            2005          2004
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
          Net earnings as reported                                      $    299,836  $     77,613
          Deduct:  Total stock-based employee compensation
            expense determined under fair-value based
            method associated with previous grants vesting, net of tax         9,963         7,111
                                                                        ------------  ------------
          Pro forma net earnings                                        $    289,873  $     70,502
                                                                        ============  ============
          Basic earnings per share:
            As reported                                                 $        .24  $        .06
                                                                        ============  ============
            Pro forma                                                   $        .23  $        .06
                                                                        ============  ============
          Diluted earnings per share:
            As reported                                                 $        .22  $        .06
                                                                        ============  ============
            Pro forma                                                   $        .21  $        .05
                                                                        ============  ============
</TABLE>


                                        8
<PAGE>
                            CHEROKEE BANKING COMPANY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)


NOTE 3.   STOCK-BASED COMPENSATION, CONTINUED

<TABLE>
<CAPTION>
                                                                   ------------------------
                                                                      SIX MONTHS ENDED
                                                                           JUNE 30,
                                                                   ------------------------
                                                                      2005         2004
                                                                   -----------  -----------
<S>                                                                <C>          <C>
     Net earnings as reported                                      $   504,874  $   113,216
     Deduct:  Total stock-based employee compensation
       expense determined under fair-value based
       method associated with previous grants vesting, net of tax       19,926       14,222
                                                                   -----------  -----------
     Pro forma net earnings                                        $   484,948  $    98,994
                                                                   ===========  ===========
     Basic earnings per share:
       As reported                                                 $       .41  $       .10
                                                                   ===========  ===========
       Pro forma                                                   $       .39  $       .09
                                                                   ===========  ===========
     Diluted earnings per share:
       As reported                                                 $       .37  $       .10
                                                                   ===========  ===========
       Pro forma                                                   $       .36  $       .08
                                                                   ===========  ===========
</TABLE>


NOTE 4.   CURRENT ACCOUNTING DEVELOPMENTS

          There  are  recent  accounting  pronouncements  that  have had, or are
          expected  to  have,  a  material  effect  on  the  Company's financial
          statements. In December 2004, the Financial Accounting Standards Board
          (FASB)  issued  Statement No. 123R, Share-Based Payment, a revision of
          FASB  Statement No. 123, Accounting for Stock-Based Compensation. This
          Statement  supersedes  APB Opinion No. 25, Accounting for Stock Issued
          to  Employees, and its related implementation guidance. This Statement
          establishes  standards for the accounting for transactions in which an
          entity exchanges its equity instruments for goods or services. It also
          addresses  transactions  in  which  an  entity  incurs  liabilities in
          exchange for goods or services that are based on the fair value of the
          entity's  equity instruments or that may be settled by the issuance of
          those  equity  instruments.  This  Statement  focuses  primarily  on
          accounting  for  transactions  in  which  an  entity  obtains employee
          services  in  share-based payment transactions such as the issuance of
          stock  options  in  exchange  for  employee  services.  This Statement
          requires  a  public  entity  to  measure the cost of employee services
          received  in  exchange for an award of equity instruments based on the
          grant-date  fair  value  of  the award (with limited exceptions). That
          cost  will  be  recognized over the period during which an employee is
          required  to provide service in exchange for the award - the requisite
          service  period  (usually the vesting period). The Company has elected
          to  continue  with  the accounting methodology of Opinion No. 25 until
          adoption  of  this  standard  is  required.


                                        9
<PAGE>
                            CHEROKEE BANKING COMPANY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                   (UNAUDITED)


NOTE 5.   MATTERS  SUBMITTED  FOR  SHAREHOLDER  APPROVAL

          On  July 1, 2005, the Company filed a preliminary Proxy Statement with
          the Securities and Exchange Commission concerning the Company's intent
          to  effect  a  reorganization  that  is  designed  to take the Company
          private  by  reducing  its number of shareholders of record below 300.
          The  reorganization  will  allow  the Company to realize a significant
          cost savings by terminating the registration of its common stock under
          the  Securities  Exchange  Act  of  1934,  as amended, and its related
          reporting  obligations.  In  the  reorganization,  shareholders owning
          fewer than 1,100 shares of Company common stock of record will receive
          $17.75  in  cash for each share that they own on the effective date of
          the  reorganization.  All  other shares will remain outstanding and be
          unaffected  by  the  reorganization.

          The  projected  impact  of  this  reorganization will be to reduce the
          number  of record shareholders from approximately 795 to approximately
          210  and the number of outstanding shares of Company common stock will
          decrease from approximately 1,242,515 to approximately 1,051,041. Upon
          completion  of  the  reorganization,  it is estimated that our capital
          will  be reduced by approximately $3.5 million. Our regulatory capital
          and  our capital ratios, however, are not expected to be affected as a
          result  of  the  issuance  of  approximately  $3.5  million  in  trust
          preferred securities, which will qualify for Tier I capital treatment.


                                       10
<PAGE>
ITEM 2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
          AND  RESULTS  OF  OPERATIONS

FORWARD  LOOKING  STATEMENTS

The  following  is  a  discussion of our financial condition as of June 30, 2005
compared  to  December  31, 2004 and our results of operations for the three and
six  months  ended  June  30,  2005 compared to the three- and six-month periods
ended  June  30,  2004.  These  comments  should be read in conjunction with our
consolidated  financial  statements and accompanying footnotes appearing in this
report.  This  report contains "forward-looking statements" relating to, without
limitation,  future economic performance, plans and objectives of management for
future operations, and projections of revenue and other financial items that are
based  on  the  beliefs  of  our  management, as well as assumptions made by and
information  currently  available  to  our  management.  The  words  "expect",
"estimate",  "anticipate",  and  "believe",  as well as similar expressions, are
intended  to identify forward-looking statements.  Our actual results may differ
materially from the results discussed in the forward-looking statements, and our
operating  performance  each  quarter  is  subject  to  various  risks  and
uncertainties.  Factors  that  could  cause  actual results to differ from those
discussed  in  the  forward-looking  statements include, but are not limited to:


1.   the  strength  of the U.S. economy in general and the strength of the local
     economies  in  which  operations  are  conducted;
2.   the effects of and changes in trade, monetary and fiscal policies and laws,
     including  interest  rate policies of the Board of Governors of the Federal
     Reserve  system;
3.   inflation,  interest  rate,  market  and  monetary  fluctuations;
4.   the  timely  development of and acceptance of new products and services and
     perceived  overall  value  of  these  products  and  services  by  users;
5.   changes  in  consumer  spending,  borrowing  and  saving  habits;
6.   technological  changes;
7.   acquisitions;
8.   the  ability  to  increase  market  share  and  control  expenses;
9.   the  effect  of  changes  in  laws  and  regulations  (including  laws  and
     regulations concerning taxes, banking, securities and insurance) with which
     the  Company  and  its  subsidiary  must  comply;
10.  the  effect  of  changes  in  accounting  policies and practices, as may be
     adopted  by  the  regulatory  agencies  as well as the Financial Accounting
     Standards  Board;
11.  changes  in  the  Company's  organization,  compensation and benefit plans;
12.  the costs and effects of litigation and of unexpected or adverse outcome in
     such  litigation;  and
13.  the  Company's  success  at  managing  the risks involved in the foregoing.


Forward-looking statements speak only as of the date on which they are made.  We
undertake  no  obligation  to  update  any  forward-looking statement to reflect
events or circumstances after the date on which the statement is made to reflect
the  occurrence  of  unanticipated  events.

RECENT  DEVELOPMENTS

On  July  1,  2005,  the  Company  filed  a preliminary Proxy Statement with the
Securities  and  Exchange Commission concerning the Company's intent to effect a
reorganization  that  is  designed  to  take the Company private by reducing its
number  of  shareholders of record below 300.  The reorganization will allow the
Company to realize a significant cost savings by terminating the registration of
its  common stock under the Securities Exchange Act of 1934, as amended, and its
related reporting obligations.  In the reorganization, shareholders owning fewer
than  1,100  shares


                                       11
<PAGE>
of  Company  common  stock  of record will receive $17.75 in cash for each share
that  they  own  on  the effective date of the reorganization.  All other shares
will  remain  outstanding  and  be  unaffected  by  the  reorganization.

The  projected  impact  of  this  reorganization will be to reduce the number of
record  shareholders  from approximately 795 to approximately 210 and the number
of  outstanding  shares of Company common stock will decrease from approximately
1,242,515 to approximately 1,051,041.  Upon completion of the reorganization, it
is  estimated  that  our  capital will be reduced by approximately $3.5 million.
Our  regulatory  capital and our capital ratios, however, are not expected to be
affected  as  a  result  of  the issuance of approximately $3.5 million in trust
preferred  securities,  which  will  qualify  for  Tier  I  capital  treatment.

RESULTS  OF  OPERATIONS

NET  INTEREST  INCOME

For  the  six months ended June 30, 2005, net interest income totaled $2,660,000
as  compared  to  $2,227,000  for the same period in 2004.  Interest income from
loans,  including  fees  increased  $1,096,000  or 53% to $3,166,000 for the six
months  ended  June 30, 2005.  The increase in net interest income is due to the
continued  overall  growth  in  the  volume of interest earning assets.  The net
interest  margin  realized  on  earning assets and the interest rate spread were
3.82%  and  3.55%,  respectively,  for  the  six  months  ended June 30, 2005 as
compared  to  3.86%  and  3.59%, respectively, for the six months ended June 30,
2004.

For  the  quarter  ended  June  30,  2005, interest income totaled $2,081,000 as
compared  to $1,554,000 for the same period in 2004.  Interest expense increased
to  $706,000  for  the  quarter  ended  June 30, 2005 from $381,000 for the same
period  in  2004.  The  increase  in  net  interest income is due to the overall
growth in interest earning assets.  For the quarter ended June 30, 2005, the net
interest  margin  was  3.90%  and  the  interest rate spread was 3.63%.  For the
quarter  ended June 30, 2004, the net interest margin was 3.90% and the interest
rate  spread  was  3.58%.

INTEREST  RATE  SENSITIVITY  AND  ASSET  LIABILITY  MANAGEMENT

Interest  rate sensitivity measures the timing and magnitude of the repricing of
assets  compared  with  the repricing of liabilities and is an important part of
asset/liability  management  of  a  financial  institution.  The  objective  of
interest  rate  sensitivity  management  is  to  generate  stable  growth in net
interest  income,  and  to  control  the  risks  associated  with  interest rate
movements.  Management  constantly  reviews  interest rate risk exposure and the
expected  interest  rate  environment  so  that  adjustments  in  interest  rate
sensitivity  can be made timely.  Since the assets and liabilities of a bank are
primarily  monetary  in  nature  (payable  in  fixed, determinable amounts), the
performance  of  a  bank  is  affected more by changes in interest rates than by
inflation.  Interest  rates  generally  increase  as  the  rate  of  inflation
increases,  but  the  magnitude  of  the  change  in  rates may not be the same.

Net  interest  income  is  the  primary  component  of  net income for financial
institutions.  Net  interest  income  is affected by the timing and magnitude of
repricing of assets and liabilities as well as the mix of interest sensitive and
noninterest  sensitive assets and liabilities.  "Gap" is a static measurement of
the difference between the contractual maturities or repricing dates of interest
sensitive  assets and interest sensitive liabilities within the following twelve
months.  Gap  is  an  attempt to predict the behavior of the Bank's net interest
income  in  general  terms  during  periods  of  movement in interest rates.  In
general,  if  the Bank is asset sensitive, more of its interest sensitive assets
are  expected  to  reprice  within  twelve  months  than  its interest sensitive
liabilities over the same period.  In a rising interest rate environment, assets
repricing  more  quickly  is  expected  to  enhance  net  interest  income.
Alternatively,  decreasing interest rates would be expected to have the opposite
effect  on  net interest income since assets would theoretically be repricing at
lower interest rates more quickly than interest sensitive liabilities.  Although
it  can  be  used as a general predictor, Gap as a predictor of movements in net
interest  income  has  limitations  due  to  the  static


                                       12
<PAGE>
nature of its definition and due to its inherent assumption that all assets will
reprice immediately and fully at the contractually designated time.  At June 30,
2005,  the  Bank,  as  measured  by  Gap,  is  in  an  asset sensitive position.

The  Bank  also measures the actual effects that repricing opportunities have on
earnings  through  simulation  modeling,  referred  to as earnings at risk.  For
short-term  interest rate risk, the Bank's model simulates the impact of balance
sheet  strategies  on  net interest income, pre-tax income, and net income.  The
model  includes  interest  rate  ramps  to test the impact of rising and falling
interest  rates  on projected earnings.  Rates are ramped over a one-year period
and  include  a level rate scenario as the benchmark with rising and falling 200
basis  point scenarios for comparison.  The Bank determines the assumptions that
are  used  in  the  model.

In  addition to measuring the effect changes in rates will have on earnings, the
Bank  also measures the effect of interest rate changes on the economic value of
the Bank.  Economic Value of Equity is measured by calculating the present value
of  future cash flows for financial instruments on the balance sheet.  The model
utilizes  rate  shocks of rising and falling 200 basis points to compare against
the  level  benchmark  for best and worst case scenarios.  All rates are shocked
instantaneously  for  the  200  basis  point  movements.  The  purpose  of  this
measurement  is  to determine the long-term effect interest rate changes have on
the  economic  value  of  the  balance  sheet.

For  more  information  on  asset-liability  management,  see the Company's most
recent  annual  report on Form 10-KSB, as filed with the Securities and Exchange
Commission.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

The provision for loan losses is a critical accounting policy that is subject to
the  judgments  and  estimates  of  the  Bank.  The  provision  for  loan losses
represents  the  charge  to  operating  earnings  that  management  believes  is
necessary  to  maintain  the  allowance  for possible loan losses at an adequate
level.  The  provision  charged to expense was $115,000 for the six months ended
June  30,  2005  as compared to $259,000 for the six months ended June 30, 2004.
The  loan  portfolio increased by approximately $8,481,000 during the six months
ended  June 30, 2005 as compared to $16,037,000 during the six months ended June
30,  2004.  The  allowance  for loan losses was 1.23% of gross loans at June 30,
2005  as  compared to 1.43% at June 30, 2004.  We believe that the allowance for
loan  losses  is  adequate.  There  are  risks  inherent  in  making  all loans,
including  risks  with  respect  to  the  period of time over which loans may be
repaid,  risks resulting from changes in economic and industry conditions, risks
inherent  in  dealing  with  individual  borrowers,  and,  in  the  case  of  a
collateralized  loan,  risks resulting from uncertainties about the future value
of the collateral.  We anticipate maintaining an allowance for loan losses based
on,  among  other  things,  historical  experience,  an  evaluation  of economic
conditions,  and  regular  reviews  of delinquencies and loan portfolio quality.
Our  judgment  about  the  adequacy  of  the allowance is based upon a number of
assumptions  about  future  events, which we believe to be reasonable, but which
may  not prove to be accurate.  Thus, there is a risk that charge-offs in future
periods  could  exceed  the  allowance  for  loan  losses  or  that  substantial
additional  increases  in  the  allowance  for  loan  losses  could be required.
Additions to the allowance for loan losses would result in a decrease of our net
income  and,  possibly,  our  capital.

OTHER INCOME

Other income for the six months ended June 30, 2005 totaled $659,000 as compared
to  $487,000  for  the  six  months  ended June 30, 2004.  The increase in other
income  was  primarily due to an increase in service charges on deposit accounts
of  $153,000  during  2005  as  compared  to  the same period in 2004 as well as
increases  of  $24,000  in other income and $13,000 in mortgage origination fees
for  the  same  period.  The  growth  in  service  charge  income  is  directly
attributable  to  the  overdraft  privilege  program that was implemented in the
fourth  quarter of 2004.  The increase in other income is primarily attributable
to  the  receipt  of  a  $14,000  premium  related  to  the  sale  by  Pulse  of


                                       13
<PAGE>
its  EFT  network, of which the Bank is a member, to a competitor.  The increase
was  partially  offset  by  losses  on sales of investment securities of $13,000
compared  to  gains  of  $4,000  during  the  same  period  in  2004.

Other  income  for the quarter ended June 30, 2005, totaled $344,000 compared to
$251,000  for  the quarter ended June 30, 2004.  This increase was due primarily
to an increase in service charges on deposit accounts of $69,000 and in increase
in  mortgage origination fees of $20,000 for the quarter ended June 30, 2005, as
compared  to  the  same  period  in  2004.

OTHER EXPENSES

Total  other  expenses for the six months ended June 30, 2005 were $2,456,000 as
compared  to $2,277,000 for the same period in 2004.  Salaries and benefits, the
largest  component of other expense, totaled $1,253,000 for the six months ended
June  30,  2005,  compared to $1,179,000 for the same period a year ago.  Salary
and  benefits expense increased due to normal increases in salaries and employee
benefits  as  well  as  an increase in full time equivalent employees from 40 at
June  30,  2004  to 45 at June 30, 2005.  Other operating expenses were $947,000
for  the  six  months  ended  June  30, 2005 as compared to $846,000 for the six
months  ended June 30, 2004.  Other expenses for the quarter ended June 30, 2005
totaled  $1,256,000  as  compared  to  $1,149,000 for the quarter ended June 30,
2004.  This  increase  was due primarily to an increase in salaries and employee
benefits  of  $49,000  and  other  operating expenses of $49,000 for the quarter
ended  June  30,  2005 as compared to the same period in 2004.  The increases in
other  expenses for the three- and six-month periods ended June 30, 2005 are due
to  the  continued  growth  of  the  Bank.

INCOME TAXES

The  income  tax  expense  for  the  six months ended June 30, 2005 and 2004 was
$243,000  and  $64,000  and was $146,000 and $45,000 for the quarters ended June
30, 2005 and 2004, respectively.  The effective tax rate was 32% and 36% for the
six  months  ended  June 30, 2005 and 2004, respectively and 32% and 36% for the
quarters  ended  June  30,  2005  and  2004,  respectively.  The decrease in the
effective  tax  rate  during  2005 is primarily attributable to the recording of
$20,000  of  income  tax  credits  related  to  state  training  incentives.

NET EARNINGS

The  combination  of  the above factors resulted in net earnings of $505,000 for
the  six  months  ended  June  30, 2005, compared to $113,000 for the six months
ended June 30, 2004.  Basic earnings per share was $.41 for the six months ended
June  30,  2005 compared to $.10 for the same period in 2004.  Net earnings were
$300,000  for  the  quarter ended June 30, 2005 compared to $78,000 for the same
period  in  2004.  Basic  earnings per share was $.24 for the quarter ended June
30,  2005,  compared  to  $.06  for  the  quarter  ended  June  30,  2004.

Diluted earnings per share were $.37 the six months ended June 30, 2005 compared
to  diluted earnings per share of $.10 in the same period in 2004.  The dilutive
effect  of  the  Company's  outstanding  options and warrants was $.04 per share
during the six months ended June 30, 2005.  The dilutive effect of the Company's
outstanding stock options and warrants during the six months ended June 30, 2004
was  less  than  $.01  per  share.

ASSETS AND LIABILITIES

During  the first six months of 2005, total assets increased $17,334,000 or 12%,
when  compared  to December 31, 2004.  The most significant growth in assets was
federal  funds  sold  and net loans, which increased $13,862,000 and $8,366,000,
respectively,  during  the  first  six months of 2005.  Total deposits increased
$25,546,000  or  24%  from  the  December  31,  2004  amount of $115,294,000 and
comprised  the  majority  of  the  growth  in  total  liabilities.


                                       14
<PAGE>
INVESTMENT SECURITIES

Investment  securities  available-for-sale decreased $5,221,000 from $47,865,000
at  December  31,  2004  to  $42,644,000  at  June  30, 2005.  All of the Bank's
marketable  investment  securities were designated as available-for-sale at June
30,  2005.  Proceeds  from sales, calls, and maturities of investment securities
were  used  to  fund  loan  growth.

PREMISES AND EQUIPMENT

Premises  and  equipment,  net  of  depreciation, totaled $5,033,000 at June 30,
2005.  The  decrease of $126,000 from the December 31, 2004 amount of $5,160,000
was  due  to  additions  of  $31,000,  net  of depreciation expense of $157,000.

LOANS

Gross  loans  totaled $93,455,000 at June 30, 2005, an increase of $8,441,000 or
9%  since December 31, 2004.  The largest increase in loans was in real estate -
construction loans, which increased $4,006,000 or 16% to $29,682,000 at June 30,
2005.  Balances within the major loans receivable categories as of June 30, 2005
and  December  31,  2004  are  as  follows:

<TABLE>
<CAPTION>
                                   JUNE 30,    DECEMBER 31,
                                     2005          2004
                                 -----------  -------------
<S>                              <C>          <C>
     Real estate - construction  $29,682,141  $  25,676,400
     Real estate - mortgage       16,496,868     14,210,709
     Commercial and industrial    44,029,068     41,997,789
     Consumer and other            3,247,239      3,129,361
                                 -----------  -------------
                                 $93,455,316  $  85,014,259
                                 ===========  =============
</TABLE>

Activity in the allowance for loan losses for the period from January 1, 2005 to
June  30,  2005  is  as  follows:

<TABLE>
<CAPTION>
<S>                                                        <C>
     Balance, January 1,                                   $ 1,074,662
     Provision for loan losses for the period                  115,219
     Net loans (charged off) recovered for the period          (40,369)
                                                           ------------
     Balance, end of period                                $ 1,149,512
                                                           ============
     Gross loans outstanding, end of period                $93,455,316
                                                           ============
     Allowance for loan losses to gross loans outstanding         1.23%
                                                           ============
</TABLE>


                                       15
<PAGE>
DEPOSITS

At  June  30, 2005 total deposits increased by $25,546,000, or 24% from December
31,  2004.  Noninterest-bearing  demand  deposits increased $1,276,000 or 8% and
interest-bearing  deposits  increased  $24,270,000  or  24%.

Balances  within  the  major deposit categories as of June 30, 2005 and December
31,  2004  are  as  follows:

<TABLE>
<CAPTION>
                                                   JUNE 30,    DECEMBER 31,
                                                     2005          2004
                                                ------------  -------------
<S>                                             <C>           <C>
     Noninterest-bearing demand deposits        $ 16,722,005  $  15,445,889
     Interest-bearing demand deposits             61,918,281     55,158,217
     Savings deposits                              9,151,515      4,506,941
     Certificates of deposit $100,000 and over    25,628,346     14,428,709
     Other time deposits                          27,419,923     25,754,392
                                                ------------  -------------
                                                $140,840,070  $ 115,294,148
                                                ============  =============
</TABLE>

LIQUIDITY

The  Company's  liquidity  needs  include  the  funding  of  loans, purchases of
operating assets, and repayment of liabilities.  Liquidity needs are met through
scheduled  maturities  of  loans  and  investments on the asset side and through
pricing  policies  on  the liability side for interest-bearing deposit accounts.
The  level  of liquidity is measured by the loans-to-total borrowed funds ratio,
which  was  at  62%  at  June  30,  2005  and  74%  at  December  31,  2004.

The  loan  portfolio is primarily collateralized by improved and unimproved real
estate  and  is  dependent  upon  the  local  real  estate  market.

We  have  also  obtained  lines  of credit available with correspondent banks to
purchase  federal  funds.  At  June  30,  2005,  unused  lines of credit totaled
$16,400,000.

OFF-BALANCE SHEET RISK

The  Company  is a party to financial instruments with off-balance-sheet risk in
the  normal  course  of  business  to meet the financing needs of its customers.
These  financial instruments consist of commitments to extend credit and standby
letters  of  credit.  Commitments  to  extend credit are agreements to lend to a
customer  as  long  as there is no violation of any condition established in the
contract.  Standby  letters  of credit are commitments that generally have fixed
expiration  dates or other termination clauses and may require payment of a fee.
A  commitment involves, to varying degrees, elements of credit and interest rate
risk  in  excess  of the amount recognized in the balance sheets.  The Company's
exposure  to  credit  loss in the event of non-performance by the other party to
the  instrument  is  represented  by  the  contractual  notional  amount  of the
instrument.

Since  certain  commitments are expected to expire without being drawn upon, the
total  commitment amounts do not necessarily represent future cash requirements.
The Company uses the same credit policies in making commitments to extend credit
as  it  does  for  on-balance-sheet  instruments.


                                       16
<PAGE>
Collateral held for commitments to extend credit varies but may include accounts
receivable,  inventory,  property,  plant,  equipment,  and  income-producing
commercial  properties.

The  following  table  summarizes  the  Company's  off-balance-sheet  financial
instruments  whose  contract  amounts represent credit risk as of June 30, 2005:

<TABLE>
<CAPTION>
<S>                                     <C>
     Commitments to extend credit       $26,659,000
     Standby letters of credit          $   342,000
</TABLE>

CAPITAL RESOURCES

Total  shareholders'  equity  increased from $14,013,000 at December 31, 2004 to
$14,294,000 at June 30, 2005.  This increase of $281,000 was due to net earnings
for  the  period of $505,000, offset by a decrease of $224,000 in the fair value
of  securities  available-for-sale,  net  of  tax.

Bank  holding companies, such as us, and their banking subsidiaries are required
by  banking regulators to meet certain minimum levels of capital adequacy, which
are  expressed  in the form of certain ratios.  Capital is separated into Tier 1
capital  (essentially  common  shareholders'  equity less intangible assets) and
Tier  2  capital  (essentially the allowance for loan losses limited to 1.25% of
risk-weighted  assets).  The  first two ratios, which are based on the degree of
credit  risk  in  our  assets, provide the weighting of assets based on assigned
risk  factors  and  include off-balance sheet items such as loan commitments and
stand-by letters of credit.  The ratio of Tier 1 capital to risk-weighted assets
must be at least 4.0% and the ratio of total capital (Tier 1 capital plus Tier 2
capital)  to  risk-weighted  assets must be at least 8.0%.  The capital leverage
ratio  supplements  the  risk-based  capital  guidelines.

Banks  and  bank  holding  companies are required to maintain a minimum ratio of
Tier  1  capital  to  adjusted  quarterly  average  total  assets  of  3.0%.

The  following table summarizes the Bank's risk-based capital ratios at June 30,
2005:

<TABLE>
<CAPTION>
<S>                                                 <C>
     Tier 1 capital (to risk-weighted assets)       11.67%
     Total capital (to risk-weighted assets)        12.66%
     Tier 1 capital (to total average assets)        8.81%
</TABLE>

As  of  June  30, 2005, the Company had approximately $1,425,000 in unencumbered
cash  that  could  be  contributed to the Bank if necessary.  The Bank's capital
ratios  listed  above  would  improve  if  these  funds  were  injected.

REGULATORY MATTERS

From  time  to  time, various bills are introduced in the United States Congress
with  respect  to  the  regulation  of financial institutions.  Certain of these
proposals,  if  adopted,  could significantly change the regulation of banks and
the  financial  services  industry.  We  cannot  predict  whether  any  of these
proposals  will  be adopted or, if adopted, how these proposals would affect us.

RECENT ACCOUNTING PRONOUNCEMENTS

Accounting  standards  that  have  been  issued  or  proposed  by  the Financial
Accounting  Standards Board that do not require adoption until a future date are
not  expected to have a material impact on the consolidated financial statements
upon  adoption.


                                       17
<PAGE>
ITEM  3.   CONTROLS  AND  PROCEDURES

At  June  30,  2005, an evaluation was performed, under the supervision and with
the  participation  of  the  Company's management, including the Chief Executive
Officer  and  Chief  Financial  Officer,  of the effectiveness of the design and
operation  of  the  Company's disclosure controls and procedures.  Based on that
evaluation,  the Company's management, including the Chief Executive Officer and
Chief  Financial  Officer,  concluded that the Company's disclosure controls and
procedures  were  effective  at  timely  alerting  them  to material information
relating to the Company (including its consolidated subsidiary) that is required
to  be  included  in  the  Company's  periodic  filings  with the Securities and
Exchange  Commission.  There  have  been  no  changes  in the Company's internal
control  over financial reporting during the six months ended June 30, 2005 that
have  materially  affected,  or  are reasonably likely to materially affect, the
Company's  internal  control  over  financial  reporting.


                                       18
<PAGE>
                           PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

          There  are no material, pending legal proceedings to which the Company
          or  any  of  its  subsidiaries  is  a  party  or of which any of their
          property  is  the  subject.

ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

          Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          (a)  The  2005  Annual  Meeting  of Shareholders was held on April 25,
          2005.
          (b)  Election of Directors.

          The  following  directors  will serve until the 2006 Annual Meeting of
          Shareholders:  Dennis  W.  Burnette,  William  L. Early, and Albert L.
          Evans.  The  following  directors  will  serve  until  the 2007 Annual
          Meeting of Shareholders: J. Calvin Hill, Jr., Roger M. Johnson, and J.
          David  Kellar.

          The  following  are  the  results  of  the  votes cast by shareholders
          present  at  the  2005  Annual Meeting of Shareholders, by proxy or in
          person,  for  the  proposal  to elect the following directors to serve
          until  the  2008  Annual  Meeting  of  Shareholders:

<TABLE>
<CAPTION>
          Name                      For      Withhold
          ------------------------  -------  --------
<S>                                 <C>      <C>
          Wanda P. Roach            874,084  330
          A.R. (Rick) Roberts, III  874,084  330
          Donald F. Stevens         874,084  330
          Edwin I, Swords, III      874,084  330
</TABLE>

ITEM 5.   OTHER INFORMATION

          None.


                                       19
<PAGE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a)  Exhibits:
               31.1 -  Certification of Chief Executive Officer Pursuant to Rule
                       13a-14  under  the  Securities  Exchange  Act of 1934, as
                       amended
               31.2 -  Certification of Chief Financial Officer Pursuant to Rule
                       13a-14  under  the  Securities  Exchange  Act of 1934, as
                       amended
               32   -  Certification  pursuant  to  18  U.S.C.  Section 1350, as
                       adopted  pursuant  to  Section  906 of the Sarbanes-Oxley
                       Act  of  2002

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


                                       20
<PAGE>
                                   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.


                                    CHEROKEE BANKING COMPANY
                                        (Registrant)



DATE: August 12, 2005               BY: /s/ Dennis W. Burnette
      ---------------                   --------------------------------------
                                        Dennis W. Burnette
                                        President, Chief Executive Officer and
                                        Director


DATE: August 12, 2005               BY: /s/ A. R. Roberts
      ---------------                   --------------------------------------
                                        A.R. Roberts, III
                                        Chief Financial Officer,
                                         Chief Operations Officer and Director


                                       21