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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------



For the quarterly period ended June 30, 2005



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------



For the transition period from  to



Commission File Number: 000-23909



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PINNACLE BANKSHARES CORPORATION

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|VIRGINIA                                                       |  | 54-1832714                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)



622 Broad Street

Altavista, Virginia 24517

(Address of principal executive offices)



(434) 369-3000

(Issuers telephone number)



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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 ̈



At July 12, 2005, 1,458,706 shares of Pinnacle Bankshares
Corporations common stock, $3 par value, were outstanding.



Transitional
small business disclosure format:    Yes ̈No  x.



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##### Table of Contents

PINNACLE BANKSHARES CORPORATION

FORM 10-QSB

June 30, 2005



INDEX



|           |  |                       |  |                                                                                                        |  |            
|---------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------ |  | -----------
|           |  |                       |  |                                                                                                        |  | Page Number
|Part I.    |  | FINANCIAL INFORMATION |  |                                                                                                       
|           |  |                       | 
|           |  | Item 1.               |  | Financial Statements (Unaudited)                                                                       |  |            
|           |  |                       | 
|           |  |                       |  | Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004                                  |  | 3          
|           |  |                       | 
|           |  |                       |  | Consolidated Statements of Income for the three-month periods ended June 30, 2005 and 2004             |  | 4          
|           |  |                       | 
|           |  |                       |  | Consolidated Statements of Income for the six-month periods ended June 30, 2005 and 2004               |  | 5          
|           |  |                       | 
|           |  |                       |  | Consolidated Statement of Changes in Stockholders Equity for the six-month period ended June 30, 2005 |  | 6          
|           |  |                       | 
|           |  |                       |  | Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2005 and 2004           |  | 7          
|           |  |                       | 
|           |  |                       |  | Notes to Consolidated Financial Statements                                                             |  | 8-12       
|           |  |                       | 
|           |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 13-19      
|           |  |                       | 
|           |  | Item 3.               |  | Controls and Procedures                                                                                |  | 20         
|           |  |                      
|Part II.   |  | OTHER INFORMATION     |  |                                                                                                       
|           |  |                       | 
|           |  | Item 1.               |  | Legal Proceedings                                                                                      |  | 21         
|           |  |                       | 
|           |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                    |  | 21         
|           |  |                       | 
|           |  | Item 6.               |  | Exhibits                                                                                               |  | 22         
|           | 
|SIGNATURES |  | 23                   



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##### Table of Contents

PINNACLE BANKSHARES CORPORATION AND SUBSIDIARY



PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS



PINNACLE BANKSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of dollars)



|                                                                                                                               |  |               |         |                   |   |        
|------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ------- | ----------------- | - | -------
|                                                                                                                               |  | June 30, 2005 |         | December 31, 2004
|                                                                                                                               |  | (Unaudited)   |         |                  
|Assets                                                                                                                         |  |               |         |                   |   |        
|                                                                                                                               |  |              
|Cash and cash equivalents (note 2):                                                                                            |  |               |         |                   |   |        
|Cash and due from banks                                                                                                        |  | $             | 4,071   |                   | $ | 4,725  
|Federal funds sold                                                                                                             |  |               | 6,108   |                   |   | 12,611 
|                                                                                                                               |  |               |         |                   |   |        
|Total cash and cash equivalents                                                                                                |  |               | 10,179  |                   |   | 17,336 
|                                                                                                                               |  |              
|Securities (note 3):                                                                                                           |  |               |         |                   |   |        
|Available-for-sale, at fair value                                                                                              |  |               | 25,798  |                   |   | 26,387 
|Held-to-maturity, at amortized cost                                                                                            |  |               | 7,165   |                   |   | 7,837  
|Federal Reserve Bank stock, at cost                                                                                            |  |               | 75      |                   |   | 75     
|Federal Home Loan Bank stock, at cost                                                                                          |  |               | 452     |                   |   | 427    
|Loans, net (note 4)                                                                                                            |  |               | 166,870 |                   |   | 158,846
|Bank premises and equipment, net                                                                                               |  |               | 5,546   |                   |   | 5,662  
|Accrued income receivable                                                                                                      |  |               | 993     |                   |   | 946    
|Other assets                                                                                                                   |  |               | 2,429   |                   |   | 2,297  
|                                                                                                                               |  |               |         |                   |   |        
|Total assets                                                                                                                   |  | $             | 219,507 |                   | $ | 219,813
|                                                                                                                               |  |               |         |                   |   |        
|Liabilities and Stockholders Equity                                                                                           |  |               |         |                   |   |        
|                                                                                                                               |  |              
|Liabilities:                                                                                                                   |  |               |         |                   |   |        
|Deposits:                                                                                                                      |  |               |         |                   |   |        
|Demand                                                                                                                         |  | $             | 22,690  |                   | $ | 19,764 
|Savings and NOW accounts                                                                                                       |  |               | 61,508  |                   |   | 59,809 
|Time                                                                                                                           |  |               | 111,680 |                   |   | 117,066
|                                                                                                                               |  |               |         |                   |   |        
|Total deposits                                                                                                                 |  |               | 195,878 |                   |   | 196,639
|                                                                                                                               |  |               |         |                   |   |        
|Note payable to Federal Home Loan Bank                                                                                         |  |               | 250     |                   |   | 300    
|Accrued interest payable                                                                                                       |  |               | 473     |                   |   | 482    
|Other liabilities                                                                                                              |  |               | 154     |                   |   | 185    
|                                                                                                                               |  |               |         |                   |   |        
|Total liabilities                                                                                                              |  |               | 196,755 |                   |   | 197,606
|                                                                                                                               |  |               |         |                   |   |        
|Stockholders equity:                                                                                                          |  |               |         |                   |   |        
|Common stock, $3 par value. Authorized 3,000,000 shares, issued and outstanding 1,458,706 shares in 2005 and 1,457,406 in 2004 |  |               | 4,376   |                   |   | 4,372  
|Capital surplus                                                                                                                |  |               | 577     |                   |   | 562    
|Retained earnings                                                                                                              |  |               | 17,634  |                   |   | 16,970 
|Accumulated other comprehensive income                                                                                         |  |               | 165     |                   |   | 303    
|                                                                                                                               |  |               |         |                   |   |        
|Total stockholders equity                                                                                                     |  |               | 22,752  |                   |   | 22,207 
|                                                                                                                               |  |               |         |                   |   |        
|Total liabilities and stockholders equity                                                                                     |  | $             | 219,507 |                   | $ | 219,813
|                                                                                                                               |  |               |         |                   |   |        



See accompanying notes to unaudited
consolidated financial statements.



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##### Table of Contents

PINNACLE BANKSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands of dollars,
except for per share amounts)



|                                                    |  |                                 |       |                                 |   |      
|--------------------------------------------------- |  | ------------------------------- | ----- | ------------------------------- | - | -----
|                                                    |  | Three MonthsEnded June 30, 2005 |       | Three MonthsEnded June 30, 2004
|Interest income:                                    |  |                                 |       |                                 |   |      
|Interest and fees on loans                          |  | $                               | 2,565 |                                 | $ | 2,165
|Interest on securities:                             |  |                                 |       |                                 |   |      
|U.S. Government agencies                            |  |                                 | 118   |                                 |   | 125  
|Corporate                                           |  |                                 | 107   |                                 |   | 131  
|States and political subdivisions (taxable)         |  |                                 | 66    |                                 |   | 68   
|States and political subdivisions (tax exempt)      |  |                                 | 105   |                                 |   | 111  
|Other                                               |  |                                 | 9     |                                 |   | 8    
|Interest on federal funds sold                      |  |                                 | 91    |                                 |   | 29   
|                                                    |  |                                 |       |                                 |   |      
|Total interest income                               |  |                                 | 3,061 |                                 |   | 2,637
|                                                    |  |                                 |       |                                 |   |      
|Interest expense:                                   |  |                                 |       |                                 |   |      
|Interest on deposits:                               |  |                                 |       |                                 |   |      
|Savings and NOW accounts                            |  |                                 | 124   |                                 |   | 79   
|Time - under $100,000                               |  |                                 | 719   |                                 |   | 583  
|Time - $100,000 and over                            |  |                                 | 226   |                                 |   | 163  
|Other interest expense                              |  |                                 | 5     |                                 |   | 4    
|                                                    |  |                                 |       |                                 |   |      
|Total interest expense                              |  |                                 | 1,074 |                                 |   | 829  
|                                                    |  |                                 |       |                                 |   |      
|Net interest income                                 |  |                                 | 1,987 |                                 |   | 1,808
|                                                    |  |                                
|Provision for loan losses                           |  |                                 | 82    |                                 |   | 55   
|                                                    |  |                                 |       |                                 |   |      
|Net interest income after provision for loan losses |  |                                 | 1,905 |                                 |   | 1,753
|                                                    |  |                                 |       |                                 |   |      
|Noninterest income:                                 |  |                                 |       |                                 |   |      
|Service charges on deposit accounts                 |  |                                 | 338   |                                 |   | 329  
|Fees on sales of mortgage loans                     |  |                                 | 70    |                                 |   | 77   
|Commissions and fees                                |  |                                 | 99    |                                 |   | 45   
|Other operating income                              |  |                                 | 130   |                                 |   | 114  
|                                                    |  |                                 |       |                                 |   |      
|Total noninterest income                            |  |                                 | 637   |                                 |   | 565  
|                                                    |  |                                 |       |                                 |   |      
|Noninterest expense:                                |  |                                 |       |                                 |   |      
|Salaries and employee benefits                      |  |                                 | 1,027 |                                 |   | 938  
|Occupancy expense                                   |  |                                 | 93    |                                 |   | 82   
|Furniture and equipment                             |  |                                 | 170   |                                 |   | 142  
|Office supplies and printing                        |  |                                 | 40    |                                 |   | 28   
|Other operating expenses                            |  |                                 | 451   |                                 |   | 432  
|                                                    |  |                                 |       |                                 |   |      
|Total noninterest expense                           |  |                                 | 1,781 |                                 |   | 1,622
|                                                    |  |                                 |       |                                 |   |      
|Income before income tax expense                    |  |                                 | 761   |                                 |   | 696  
|                                                    |  |                                
|Income tax expense                                  |  |                                 | 224   |                                 |   | 201  
|                                                    |  |                                 |       |                                 |   |      
|Net income                                          |  | $                               | 537   |                                 | $ | 495  
|                                                    |  |                                 |       |                                 |   |      
|Net income per share (note 5):                      |  |                                 |       |                                 |   |      
|Basic                                               |  | $                               | 0.37  |                                 | $ | 0.34 
|Diluted                                             |  | $                               | 0.36  |                                 | $ | 0.34 
|                                                    |  |                                 |       |                                 |   |      



See accompanying notes to unaudited
consolidated financial statements.



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PINNACLE BANKSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands of dollars,
except for per share amounts)



|                                                    |  |                              |       |                              |   |      
|--------------------------------------------------- |  | ---------------------------- | ----- | ---------------------------- | - | -----
|                                                    |  | Six MonthsEndedJune 30, 2005 |       | Six MonthsEndedJune 30, 2004
|Interest income:                                    |  | $                            | 4,996 |                              | $ | 4,332
|Interest and fees on loans                          |  |                              |       |                              |   |      
|Interest on securities:                             |  |                              |       |                              |   |      
|U.S. Government agencies                            |  |                              | 230   |                              |   | 249  
|Corporate                                           |  |                              | 213   |                              |   | 262  
|States and political subdivisions (taxable)         |  |                              | 136   |                              |   | 156  
|States and political subdivisions (tax exempt)      |  |                              | 221   |                              |   | 226  
|Other                                               |  |                              | 15    |                              |   | 13   
|Interest on federal funds sold                      |  |                              | 183   |                              |   | 56   
|                                                    |  |                              |       |                              |   |      
|Total interest income                               |  |                              | 5,994 |                              |   | 5,294
|                                                    |  |                              |       |                              |   |      
|Interest expense:                                   |  |                              |       |                              |   |      
|Interest on deposits:                               |  |                              |       |                              |   |      
|Savings and NOW accounts                            |  |                              | 222   |                              |   | 174  
|Time - under $100,000                               |  |                              | 1,437 |                              |   | 1,171
|Time - $100,000 and over                            |  |                              | 459   |                              |   | 323  
|Other interest expense                              |  |                              | 9     |                              |   | 10   
|                                                    |  |                              |       |                              |   |      
|Total interest expense                              |  |                              | 2,127 |                              |   | 1,678
|                                                    |  |                              |       |                              |   |      
|Net interest income                                 |  |                              | 3,867 |                              |   | 3,616
|                                                    |  |                             
|Provision for loan losses                           |  |                              | 142   |                              |   | 163  
|                                                    |  |                              |       |                              |   |      
|Net interest income after provision for loan losses |  |                              | 3,725 |                              |   | 3,453
|Noninterest income:                                 |  |                              |       |                              |   |      
|Service charges on deposit accounts                 |  |                              | 643   |                              |   | 627  
|Fees on sales of mortgage loans                     |  |                              | 120   |                              |   | 167  
|Commissions and fees                                |  |                              | 153   |                              |   | 101  
|Other operating income                              |  |                              | 270   |                              |   | 240  
|                                                    |  |                              |       |                              |   |      
|Total noninterest income                            |  |                              | 1,186 |                              |   | 1,135
|                                                    |  |                              |       |                              |   |      
|Noninterest expense:                                |  |                              |       |                              |   |      
|Salaries and employee benefits                      |  |                              | 2,014 |                              |   | 1,892
|Occupancy expense                                   |  |                              | 188   |                              |   | 159  
|Furniture and equipment                             |  |                              | 344   |                              |   | 287  
|Office supplies and printing                        |  |                              | 94    |                              |   | 69   
|Other operating expenses                            |  |                              | 840   |                              |   | 874  
|                                                    |  |                              |       |                              |   |      
|Total noninterest expense                           |  |                              | 3,480 |                              |   | 3,280
|                                                    |  |                              |       |                              |   |      
|Income before income tax expense                    |  |                              | 1,431 |                              |   | 1,308
|                                                    |  |                             
|Income tax expense                                  |  |                              | 417   |                              |   | 373  
|                                                    |  |                              |       |                              |   |      
|Net income                                          |  | $                            | 1,014 |                              | $ | 935  
|                                                    |  |                              |       |                              |   |      
|Net income per share (note 5):                      |  |                              |       |                              |   |      
|Basic                                               |  | $                            | 0.70  |                              | $ | 0.64 
|Diluted                                             |  | $                            | 0.69  |                              | $ | 0.63 
|                                                    |  |                              |       |                              |   |      



See accompanying notes to unaudited
consolidated financial statements.



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PINNACLE BANKSHARES CORPORATION AND SUBSIDIARY

Consolidated Statement of Changes in Stockholders Equity

Six Months Ended June 30, 2005

(Unaudited)

(Amounts in thousands, except share and per share data)



|                                                                                                           |  |              |  |                |       |                  |   |     |                                     |   |        |       |  |   |      |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------- |  | ------------ |  | -------------- | ----- | ---------------- | - | --- | ----------------------------------- | - | ------ | ----- |  | - | ---- | - |  | - | ------ | -
|                                                                                                           |  | Common Stock |  | CapitalSurplus |       | RetainedEarnings |   |     | AccumulatedOtherComprehensiveIncome |   |        | Total | 
|                                                                                                           |  | Shares       |  | Par Value      |       |                  |   |    
|Balances, December 31, 2004                                                                                |  | 1,457,406    |  | $              | 4,372 |                  | $ | 562 |                                     | $ | 16,970 |       |  | $ | 303  |   |  | $ | 22,207 |  
|                                                                                                           |  |              |  |                |       |                 
|Net income                                                                                                 |  |             |  |                |      |                  |   |    |                                     |   | 1,014  |       |  |   |     |   |  |   | 1,014  |  
|Change in net unrealized gains on available-for-sale securities, net of deferred income tax benefit of $70 |  |             |  |                |      |                  |   |    |                                     |   |       |       |  |   | (138 | ) |  |   | (138   | )
|Cash dividends declared by Bankshares ($0.24 per share)                                                    |  |             |  |                |      |                  |   |    |                                     |   | (350   | )     |  |   |     |   |  |   | (350   | )
|Issuance of common stock                                                                                   |  | 1,400        |  |                | 4     |                  |   | 15  |                                     |   |       |       |  |   |     |   |  |   | 19     |  
|                                                                                                           |  |              |  |                |       |                  |   |     |                                     |   |        |       |  |   |      |   |  |   |        |  
|Balances, June 30, 2005                                                                                    |  | 1,458,806    |  | $              | 4,376 |                  | $ | 577 |                                     | $ | 17,634 |       |  | $ | 165  |   |  | $ | 22,752 |  
|                                                                                                           |  |              |  |                |       |                  |   |     |                                     |   |        |       |  |   |      |   |  |   |        |  



See accompanying notes to unaudited
consolidated financial statements.



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##### Table of Contents

PINNACLE BANKSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)



|                                                                                  |  |                             |        |   |                              |   |        |  
|--------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---------------------------- | - | ------ | -
|                                                                                  |  | Six MonthEndedJune 30, 2005 |        |   | Six MonthsEndedJune 30, 2004 |  
|Cash flows from operating activities:                                             |  |                             |        |   |                              |   |        |  
|Net income                                                                        |  | $                           | 1,014  |   |                              | $ | 935    |  
|                                                                                  |  |                            
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                             |        |   |                              |   |        |  
|Depreciation of bank premises and equipment                                       |  |                             | 232    |   |                              |   | 183    |  
|Amortization of intangible assets                                                 |  |                             | 6      |   |                              |   | 6      |  
|Amortization of unearned fees, net                                                |  |                             | 19     |   |                              |   | 35     |  
|Net amortization of premiums and discounts on securities                          |  |                             | 15     |   |                              |   | 30     |  
|Provision for loan losses                                                         |  |                             | 142    |   |                              |   | 163    |  
|Originations of mortgage loans held for sale                                      |  |                             | (7,476 | ) |                              |   | (1,604 | )
|Sales of mortgage loans held for sale                                             |  |                             | 7,476  |   |                              |   | 1,657  |  
|Net decrease (increase) in:                                                       |  |                             |        |   |                              |   |        |  
|Accrued income receivable                                                         |  |                             | (47    | ) |                              |   | 3      |  
|Other assets                                                                      |  |                             | (91    | ) |                              |   | (203   | )
|Net increase (decrease) in:                                                       |  |                             |        |   |                              |   |        |  
|Accrued interest payable                                                          |  |                             | (9     | ) |                              |   | 10     |  
|Other liabilities                                                                 |  |                             | (31    | ) |                              |   | (95    | )
|                                                                                  |  |                             |        |   |                              |   |        |  
|Net cash provided by operating activities                                         |  |                             | 1,250  |   |                              |   | 1,120  |  
|                                                                                  |  |                             |        |   |                              |   |        |  
|Cash flows from investing activities:                                             |  |                             |        |   |                              |   |        |  
|Purchases of available-for-sale securities                                        |  |                             | (2,520 | ) |                              |   | (3,462 | )
|Purchases of held-to-maturity securities                                          |  |                             | (500   | ) |                              |   | (301   | )
|Proceeds from maturities and calls of held-to-maturity securities                 |  |                             | 1,172  |   |                              |   | 1,403  |  
|Proceeds from maturities and calls of available-for-sale securities               |  |                             | 2,046  |   |                              |   | 393    |  
|Proceeds from paydowns of available-for-sale mortgage-backed securities           |  |                             | 840    |   |                              |   | 1,440  |  
|(Purchase) Sale of Federal Home Loan Bank stock                                   |  |                             | (25    | ) |                              |   | 27     |  
|Collections on loan participations                                                |  |                             | 409    |   |                              |   | 1,043  |  
|Net increase in loans made to customers                                           |  |                             | (8,647 | ) |                              |   | (5,948 | )
|Recoveries on loans charged off                                                   |  |                             | 76     |   |                              |   | 41     |  
|Purchases of bank premises and equipment                                          |  |                             | (116   | ) |                              |   | (852   | )
|                                                                                  |  |                             |        |   |                              |   |        |  
|Net cash used in investing activities                                             |  |                             | (7,265 | ) |                              |   | (6,216 | )
|                                                                                  |  |                             |        |   |                              |   |        |  
|Cash flows from financing activities:                                             |  |                             |        |   |                              |   |        |  
|Net increase in demand, savings and NOW deposits                                  |  |                             | 4,625  |   |                              |   | 2,889  |  
|Net increase (decrease) in time deposits                                          |  |                             | (5,386 | ) |                              |   | 2,097  |  
|Repayments of note payable to Federal Home Loan Bank                              |  |                             | (50    | ) |                              |   | (50    | )
|Proceeds from issuance of common stock                                            |  |                             | 19     |   |                              |   |       |  
|Cash dividends paid                                                               |  |                             | (350   | ) |                              |   | (321   | )
|                                                                                  |  |                             |        |   |                              |   |        |  
|Net cash provided by financing activities                                         |  |                             | (1,142 | ) |                              |   | 4,615  |  
|                                                                                  |  |                             |        |   |                              |   |        |  
|Net increase in cash and cash equivalents                                         |  |                             | (7,157 | ) |                              |   | (481   | )
|                                                                                  |  |                            
|Cash and cash equivalents, beginning of period                                    |  |                             | 17,336 |   |                              |   | 13,766 |  
|                                                                                  |  |                             |        |   |                              |   |        |  
|Cash and cash equivalents, end of period                                          |  | $                           | 10,179 |   |                              | $ | 13,285 |  
|                                                                                  |  |                             |        |   |                              |   |        |  



See accompanying notes to unaudited
consolidated financial statements.



7



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##### Table of Contents

Notes to Consolidated Financial Statements

June 30, 2005 (Unaudited)

(In thousands, except share and per share data)



(1) General



The consolidated financial statements include the accounts of Pinnacle Bankshares Corporation (Bankshares) and its wholly-owned subsidiary,
The First National Bank of Altavista (the Bank), (collectively the Company). All material intercompany accounts and transactions have been eliminated. The consolidated financial statements conform to accounting principles
generally accepted in the United States of America and to general banking industry practices. In the opinion of the Companys management, the accompanying unaudited consolidated financial statements contain all adjustments of a normal recurring
nature, necessary to present fairly the financial position as of June 30, 2005, the results of operations for the three months and six months ended June 30, 2005 and 2004 and cash flows for the six-month periods ended June 30, 2005 and 2004.



These interim period consolidated financial statements and
financial information should be read in conjunction with the consolidated financial statements and notes thereto included in Pinnacle Bankshares Corporations 2004 Annual Report to Shareholders and additional information supplied in the 2004
Form 10-KSB.



The results of operations for the interim period
ended June 30, 2005 are not necessarily indicative of the results to be expected for the full year ending December 31, 2005.



The Company has a single reportable segment for purposes of segment reporting.



(2) Cash and Cash Equivalents



For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, interest-bearing deposits, and federal funds
sold.



(3) Securities



The amortized costs, gross unrealized gains, gross unrealized losses, and
fair values for securities at June 30, 2005, are shown in the table below. As of June 30, 2005, securities with amortized costs of $3,440 and fair values of $3,513 were pledged as collateral for public deposits.



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|                                                         |  |                |        |                      |     |                       |     |   |            |       
|-------------------------------------------------------- |  | -------------- | ------ | -------------------- | --- | --------------------- | --- | - | ---------- | ------
|Available-for-Sale:                                      |  | AmortizedCosts |        | GrossUnrealizedGains |     | GrossUnrealizedLosses |     |   | FairValues
|Obligations of U.S. Government corporations and agencies |  | $              | 4,055  |                      | 21  |                       | (12 | ) |            | 4,064 
|Obligations of states and political subdivisions         |  |                | 7,052  |                      | 177 |                       | (20 | ) |            | 7,209 
|Mortgage-backed securities-Government                    |  |                | 6,327  |                      | 89  |                       | (30 | ) |            | 6,386 
|Corporate Issues                                         |  |                | 8,063  |                      | 46  |                       | (20 | ) |            | 8,089 
|Other securities                                         |  |                | 50     |                      |    |                       |    |   |            | 50    
|                                                         |  |                |        |                      |     |                       |     |   |            |       
|Totals                                                   |  | $              | 25,547 |                      | 333 |                       | (82 | ) |            | 25,798
|                                                         |  |                |        |                      |     |                       |     |   |            |       
|                                                         |  |                |        |                     
|Held-to-Maturity:                                        |  | AmortizedCosts |        | GrossUnrealizedGains |     | GrossUnrealizedLosses |     |   | FairValues
|Obligations of states and political subdivisions         |  |                | 7,165  |                      | 209 |                       | (29 | ) |            | 7,345 
|                                                         |  |                |        |                      |     |                       |     |   |            |       
|Totals                                                   |  | $              | 7,165  |                      | 209 |                       | (29 | ) |            | 7,345 
|                                                         |  |                |        |                      |     |                       |     |   |            |       



(4) Allowance for Loan Losses



Changes in the allowance for loan losses for the six
months ended June 30, 2005 and 2004 are as follows:



|                          |  |      |       |   |      |   |       |  
|------------------------- |  | ---- | ----- | - | ---- | - | ----- | -
|                          |  | 2005 |       |   | 2004 |  
|Balance at January 1,     |  | $    | 1,502 |   |      | $ | 1,528 |  
|Provision for loan losses |  |      | 142   |   |      |   | 163   |  
|Loans charged off         |  |      | (165  | ) |      |   | (123  | )
|Recoveries                |  |      | 76    |   |      |   | 41    |  
|                          |  |      |       |   |      |   |       |  
|Balance at June 30,       |  | $    | 1,555 |   |      | $ | 1,609 |  
|                          |  |      |       |   |      |   |       |  



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(5) Net Income Per Share



Basic net income per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of
common shares outstanding for the period. Diluted net income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of the Company.



The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations for the periods indicated:



|                                 |  |                       |       |                     |           |                 |   |     
|-------------------------------- |  | --------------------- | ----- | ------------------- | --------- | --------------- | - | ----
|Three Months Ended June 30, 2005 |  | Net Income(Numerator) |       | Shares(Denominator) |           | Per ShareAmount
|Basic net income per share       |  | $                     | 537   |                     | 1,458,706 |                 | $ | 0.37
|                                 |  |                       |       |                     |           |                 |   |     
|Effect of dilutive stock options |  |                       |      |                     | 15,435    |                 |   |     
|                                 |  |                       |       |                     |           |                 |   |     
|Diluted net income per share     |  | $                     | 537   |                     | 1,474,141 |                 | $ | 0.36
|                                 |  |                       |       |                     |           |                 |   |     
|Three Months Ended June 30, 2004 |  |                       |       |                     |           |                
|Basic net income per share       |  | $                     | 495   |                     | 1,457,406 |                 | $ | 0.34
|                                 |  |                       |       |                     |           |                 |   |     
|Effect of dilutive stock options |  |                       |      |                     | 15,176    |                 |   |     
|                                 |  |                       |       |                     |           |                 |   |     
|Diluted net income per share     |  | $                     | 495   |                     | 1,472,582 |                 | $ | 0.34
|                                 |  |                       |       |                     |           |                 |   |     
|                                 |  |                       |      
|Six Months Ended June 30, 2005   |  | Net Income(Numerator) |       | Shares(Denominator) |           | Per ShareAmount
|Basic net income per share       |  | $                     | 1,014 |                     | 1,458,524 |                 | $ | 0.70
|                                 |  |                       |       |                     |           |                 |   |     
|Effect of dilutive stock options |  |                       |      |                     | 15,286    |                 |   |     
|                                 |  |                       |       |                     |           |                 |   |     
|Diluted net income per share     |  | $                     | 1,014 |                     | 1,473,810 |                 | $ | 0.69
|                                 |  |                       |       |                     |           |                 |   |     
|Six Months Ended June 30, 2004   |  |                       |       |                     |           |                
|Basic net income per share       |  | $                     | 935   |                     | 1,457,406 |                 | $ | 0.64
|                                 |  |                       |       |                     |           |                 |   |     
|Effect of dilutive stock options |  |                       |      |                     | 15,740    |                 |   |     
|                                 |  |                       |       |                     |           |                 |   |     
|Diluted net income per share     |  | $                     | 935   |                     | 1,473,146 |                 | $ | 0.63
|                                 |  |                       |       |                     |           |                 |   |     



(6) Comprehensive Income



The following table presents comprehensive income for the
interim periods indicated below:



|                                                                                                       |  |                    |       |   |               |   |      |  
|------------------------------------------------------------------------------------------------------ |  | ------------------ | ----- | - | ------------- | - | ---- | -
|                                                                                                       |  | Three Months Ended |      
|                                                                                                       |  | June 30, 2005      |       |   | June 30, 2004 |  
|Net income                                                                                             |  | $                  | 537   |   |               | $ | 495  |  
|Change in net unrealized gains (losses) on available-for sale securities, net of deferred income taxes |  |                    | 152   |   |               |   | (566 | )
|                                                                                                       |  |                    |       |   |               |   |      |  
|Total comprehensive income                                                                             |  | $                  | 689   |   |               | $ | (71  | )
|                                                                                                       |  |                    |       |   |               |   |      |  
|                                                                                                       | 
|                                                                                                       |  | Six Months Ended   |      
|                                                                                                       |  | June 30, 2005      |       |   | June 30, 2004 |  
|Net income                                                                                             |  | $                  | 1,014 |   |               | $ | 935  |  
|Change in net unrealized losses on available-for-sale securities, net of deferred income taxes         |  |                    | (138  | ) |               |   | (450 | )
|                                                                                                       |  |                    |       |   |               |   |      |  
|Total comprehensive income                                                                             |  | $                  | 876   |   |               | $ | 485  |  
|                                                                                                       |  |                    |       |   |               |   |      |  



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(7) Stock Options



The Company has two incentive stock option plans. The 1997 Incentive Stock Plan (the 1997 Plan), pursuant to which the Companys Board of
Directors may grant stock options to officers and key employees, became effective as of May 1, 1997. The 1997 Plan authorizes grants of options to purchase up to 50,000 shares of the Companys authorized, but unissued common stock. Accordingly,
50,000 shares of authorized, but unissued common stock are reserved for use in the 1997 Plan. All stock options are granted with an exercise price equal to the stocks fair market value at the date of grant. At June 30, 2005, there were 3,100
shares available for grant under the 1997 Plan.



The 2004
Incentive Stock Plan (the 2004 Plan), pursuant to which the Companys Board of Directors may grant stock options to officers and key employees, was approved by shareholders on April 13, 2004 and became effective as of May 1, 2004.
The 2004 Plan authorizes grants of options to purchase up to 100,000 shares of the Companys authorized, but unissued common stock. Accordingly, 100,000 shares of authorized, but unissued common stock are reserved for use in the 2004 Plan. All
stock options are granted with an exercise price equal to the stocks fair market value at the date of grant. At June 30, 2005 there were 100,000 shares available for grant under the 2004 Plan.



The Company applies the intrinsic value-based method of accounting prescribed
by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations including FASB Interpretation No. 44, Accounting for Certain Transactions Involving Stock Compensation, an
Interpretation of APB Opinion No. 25, to account for its fixed plan stock options. Under this method, compensation expense is recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price.
SFAS No. 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has
elected to continue to apply the intrinsic value-based method of accounting described above, and has adopted the disclosure requirements of SFAS No. 123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure, an amendment of FASB Statement No. 123.



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No compensation cost has been recognized for the Companys stock options in the accompanying
consolidated financial statements. Had the Company determined compensation cost based on the fair value of its stock options at the grant date under SFAS No. 123, the Companys net income, basic net income per share and diluted net income per
share would have decreased to the pro forma amounts for the interim periods indicated below:



|                                                                                                                  |  |                    |       |   |               |   |      |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ------------- | - | ---- | -
|                                                                                                                  |  | Three Months Ended |      
|                                                                                                                  |  | June 30, 2005      |       |   | June 30, 2004 |  
|Net income, as reported                                                                                           |  | $                  | 537   |   |               | $ | 495  |  
|Deduct: Total stock-based employee compensation expense determined under SFAS No. 123, net of related tax effects |  |                    | (2    | ) |               |   | (2   | )
|                                                                                                                  |  |                    |       |   |               |   |      |  
|Pro forma net income                                                                                              |  | $                  | 535   |   |               | $ | 493  |  
|                                                                                                                  |  |                    |       |   |               |   |      |  
|Basic net income per share:                                                                                       |  |                    |       |   |               |   |      |  
|As reported                                                                                                       |  | $                  | 0.37  |   |               | $ | 0.34 |  
|Pro forma                                                                                                         |  |                    | 0.37  |   |               |   | 0.34 |  
|                                                                                                                  |  |                   
|Diluted net income per share:                                                                                     |  |                    |       |   |               |   |      |  
|As reported                                                                                                       |  | $                  | 0.36  |   |               | $ | 0.34 |  
|Pro forma                                                                                                         |  |                    | 0.36  |   |               |   | 0.33 |  
|                                                                                                                  | 
|                                                                                                                  |  | Six Months Ended   |      
|                                                                                                                  |  | June 30, 2005      |       |   | June 30, 2004 |  
|Net income, as reported                                                                                           |  | $                  | 1,014 |   |               | $ | 935  |  
|Deduct: Total stock-based employee compensation expense determined under SFAS No. 123, net of related tax effects |  |                    | (4    | ) |               |   | (4   | )
|                                                                                                                  |  |                    |       |   |               |   |      |  
|Pro forma net income                                                                                              |  | $                  | 1,010 |   |               | $ | 931  |  
|                                                                                                                  |  |                    |       |   |               |   |      |  
|Basic net income per share:                                                                                       |  |                    |       |   |               |   |      |  
|As reported                                                                                                       |  | $                  | 0.70  |   |               | $ | 0.64 |  
|Pro forma                                                                                                         |  |                    | 0.69  |   |               |   | 0.64 |  
|                                                                                                                  |  |                   
|Diluted net income per share:                                                                                     |  |                    |       |   |               |   |      |  
|As reported                                                                                                       |  | $                  | 0.69  |   |               | $ | 0.63 |  
|Pro forma                                                                                                         |  |                    | 0.69  |   |               |   | 0.63 |  



(8) Subsequent Declaration of Cash
Dividend



On July 12, 2005 the Board of Directors declared
a quarterly cash dividend in the amount of $0.12 per common share payable to shareholders of record as of July 22, 2005.



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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Amounts in 000s)



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION



The following discussion is qualified in its entirety by the more detailed information in the unaudited consolidated
financial statements and accompanying notes appearing elsewhere in this Form 10-QSB. In addition to the historical information contained herein, this report contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of management, are generally identifiable by use of the words believe, expect,
intend, anticipate, estimate, project, may, will or similar expressions. Although we believe our plans, intentions and expectations reflected in these forward-looking statements
are reasonable, we can give no assurance that these plans, intentions, or expectations will be achieved. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain, and actual results could differ
materially from those contemplated. Factors that could have a material adverse effect on our operations and future prospects include, but are not limited to, changes in: interest rates, general economic conditions, the legislative/regulatory
climate, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan
products, deposit flows, competition, demand for financial services in our market area and accounting principles, policies and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements contained herein,
and you should not place undue reliance on such statements, which reflect our position as of the date of this report.



THE COMPANY



Pinnacle Bankshares Corporation, a Virginia corporation (Bankshares), was organized in 1997 and is registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended. Bankshares is headquartered in Altavista, Virginia, and conducts all of its business activities through the branch offices of its wholly-owned subsidiary bank, The First National Bank of Altavista
(the Bank). Bankshares exists primarily for the purpose of holding the stock of its subsidiary, the Bank, and of such other subsidiaries as it may acquire or establish.



The following discussion supplements and provides information about the major components of the results of operations and
financial condition, liquidity and capital resources of Bankshares and its



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subsidiary (collectively the Company). This discussion and analysis should be read in conjunction with the Companys consolidated financial
statements and accompanying notes.



OVERVIEW



Total assets at June 30, 2005 were $219,507, down 0.14% from
$219,813 at December 31, 2004. The principal components of the Companys assets at the end of the period were $32,963 in securities and $166,870 in net loans. During the six months ended June 30, 2005, net loans increased 5.05% or $8,024 from
$158,846 at December 31, 2004. The Companys lending activities are a principal source of its income. Also during the six months, securities decreased 3.68% or $1,261 from December 31, 2004.



Total liabilities at June 30, 2005 were $196,755, down 0.43% from $197,606 at
December 31, 2004. Demand deposits increased 14.80% or $2,926 from December 31, 2004. Savings and NOW accounts increased 2.84% or $1,699 from December 31, 2004. Time deposits decreased 4.60% or $5,386 from December 31, 2004. Individuals and
businesses located within the communities the Company serves provide the Companys deposits.



Total stockholders equity at June 30, 2005 was $22,752, including $17,634 in retained earnings and $165 of accumulated other comprehensive income,
which represents net unrealized gains on available-for-sale securities. At December 31, 2004, total stockholders equity was $22,207.



The Company had net income of $1,014 for the six months ended June 30, 2005, compared with net income of $935 for the comparable period in 2004, an
increase of 8.45%. The Company had net income of $537 for the three months ended June 30, 2005, compared with net income of $495 for the comparable period in 2004, an increase of 8.48%. The increase in net income when comparing the six months ended
June 30, 2005 with the six months ended June 30, 2004 is attributable to a 7.88% increase in net interest income after provision for loan losses and a 4.50% increase in non-interest income. The increase in net income when comparing the three months
ended June 30, 2005 with the three months end June 30, 2004 is attributable to an 8.67% increase in net interest income after provision for loan losses and a 12.74% increase in non-interest income. The results of operations for the six months ended
June 30, 2005 are not necessarily indicative of the results to be expected for the full year ending December 31, 2005.



Profitability as measured by the Companys return on average assets (ROA) was 0.91% for the six months ended June 30, 2005, compared to 0.89% for the
same period of 2004. Another key indicator of performance, the return on average equity (ROE) for the six months ended June 30, 2005 was 9.05%, compared to 8.65% for the six months ended June 30, 2004.



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NET INTEREST INCOME



Net interest income represents the principal source of earnings for the Company. Changes in the volume and mix of
interest-earning assets and interest-bearing liabilities and borrowings, as well as their respective rates and yields, have a significant impact on the level of net interest income.



Net interest income was $3,867 for the six months ended June 30, 2005 and is attributable to interest income from loans and
securities exceeding the cost associated with interest incurred on deposits. Net interest income was $1,987 for the three months ended June 30, 2005. The net interest margin increased to 3.84% for the six months ended June 30, 2005, from 3.81% for
the six months ended June 30, 2004. The increase was caused by a 37 basis point increase in yield on earning assets exceeding the 34 basis point increase in the cost paid for deposits.



Interest income on loans and securities increased 13.22% and 16.08% for the six and three months ended June 30, 2005,
respectively, compared to the same periods of 2004 due mainly to loans repricing and being originated at higher interest rates in 2005 as a result of the overall higher interest rate environment.



Interest and fees from loans was $4,996 for the six months ended June 30,
2005, up from $4,332 for the six months ended June 30, 2004. Interest and fees from loans was $2,565 for the three months ended June 30, 2005, up from $2,165 for the three months ended June 30, 2004. Interest from securities and fed funds sold was
$998 for the six months ended June 30, 2005, up from $962 for the six months ended June 30, 2004. Interest from securities and fed funds sold was $496 for the three months ended June 30, 2005, up from $472 for the three months ended June 30,2004.



Interest expense increased 26.76% and 29.55% for the six and
three months ended June 30, 2005, respectively, compared to the same periods of 2004 due to the impact of repricing of deposit liabilities at higher interest rates.



NON-INTEREST INCOME



Non-interest income increased $51 or 4.49% for the six months ended June 30, 2005 compared to the same period of 2004.
Non-interest income increased $72 or 12.74% when comparing the three months ended June 30, 2005 to the same period of 2004. The Companys principal sources of non-interest income are service charges and fees on deposit



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accounts, particularly transaction accounts, fees on sales of mortgage loans and commissions from investment and insurance sales. The increases from 2004
were primarily due to a 51.49% or $52 increase in commissions and fees as a result of a $49 increase in commissions from investment sales during the first half of 2005. Fees on sales of mortgage loans decreased 28.14% or $47 when comparing the six
months ended June 30, 2005 with the six months ended June 30,2004, although production improved significantly in May and June of 2005 compared with January though April of 2005.



NON-INTEREST EXPENSE



Non-interest expense increased $200 or 6.10%, for the six months ended June 30, 2005 compared to the same period of 2004.
Non-interest expense increased $159 or 9.80% for the three months ended June 30, 2005 compared to the same period of 2004. The increase in non-interest expense when comparing these periods is primarily attributable to costs associated with
operations at the new Forest facility that opened in August of 2004, additional staff and the installation of new hardware and software to improve our banking system. Also attributing to the increase were costs associated with the opening of the new
Smith Mountain Lake loan production office in May 2005.



ALLOWANCE AND PROVISION FOR LOAN LOSSES



The provision for loan losses was $142 in the first six months of 2005 in recognition of managements estimate of risks inherent with lending activities. Among other factors, management considers the
Companys historical loss experience, the size and composition of the loan portfolio, the value and adequacy of collateral and guarantors, non-performing credits, and current and anticipated economic conditions in making its estimate of risk.
There are additional risks of future loan losses that cannot be precisely quantified or attributed to particular loans or classes of loans. Since those risks include general economic trends as well as conditions affecting individual borrowers, the
allowance for loan losses is an estimate. The allowance is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance. The allowance for loan
losses was $1,555 as of June 30, 2005, representing approximately 0.92% of loans receivable. Management believes the allowance was adequate as of June 30, 2005 to provide for loan losses inherent in the Companys loan portfolio. Management
evaluates the reasonableness of the allowance for loan losses on a quarterly basis and adjusts the provision as deemed appropriate.



NON-PERFORMING ASSETS AND IMPAIRED LOANS



Non-performing assets, which consist of nonaccrual loans and



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foreclosed properties, were $327 at June 30, 2005 and $260 at December 31, 2004. Foreclosed property consists of one property totaling $150 as of June 30,
2005 and December 31, 2004. Nonaccrual loans were $177 at June 30, 2005 and $260 at December 31, 2004. Loans are generally placed in nonaccrual status when the collection of principal and interest is 90 days or more past due, unless the obligation
is both well-secured and in the process of collection. Impaired loans equaled nonaccrual loans at June 30, 2005 and December 31, 2004. A loan is considered impaired when, based on the then current information and facts, it is probable that we will
not be able to collect all amounts due according to the contractual terms of the loan agreement.



LIQUIDITY



Liquidity represents an institutions ability to meet present and future financial obligations through either the sale or maturity of existing assets
or the acquisition of additional funds from alternative funding sources. The Companys liquidity is provided by cash and due from banks, federal funds sold, investments available for sale, managing investment maturities, interest-earning
deposits in other financial institutions and loan repayments. The Companys ability to obtain deposits and purchase funds at favorable rates also affects it liquidity. As a result of the Companys management of liquid assets and its
ability to generate liquidity through alternative funding sources, management believes that the Bank maintains overall liquidity that is sufficient to satisfy its depositors requirements and to meet customers credit needs. The
Companys ratio of liquid assets to deposits and short-term borrowings was 18.70% as of June 30, 2005 compared to 22.33% as of December 31, 2004. Additional sources of liquidity available to the Company include its capacity to borrow additional
funds through correspondent banks. The Company derives cash flows from its operating, investing, and financing activities. Cash flows of the Company are primarily used to fund loans and securities and are provided by the deposits and borrowings of
the Company.



CAPITAL



The Companys financial position at June 30, 2005 reflects liquidity
and capital levels currently adequate to fund anticipated future business expansion. Capital ratios are well above required regulatory minimums for a well-capitalized institution. The assessment of capital adequacy depends on a number of factors
such as asset quality, liquidity, earnings performance, and changing competitive conditions and economic forces. Management reviews the adequacy of the Companys capital regularly. Management seeks to maintain a capital structure that will
assure an adequate level of capital to support anticipated asset growth and to absorb potential losses.



Stockholders equity reached $22,752 at June 30, 2005 compared to



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$22,207 at December 31, 2004. At June 30, 2005, the Companys leverage ratio (Tier I capital divided by quarterly average assets) was 9.83% compared to
9.85% at December 31, 2004. Each of these ratios exceeded the required minimum leverage ratio of 4%.



OFF-BALANCE SHEET ARRANGEMENTS



There were no material changes in the Companys off-balance sheet arrangements and commitments from the information provided in the Companys
Annual Report on Form 10-KSB for the year ended December 31, 2004.



The Company, in the normal course of business, may at times be a party to financial instruments such as standby letters of credit. Standby letters of credit as of June 30, 2005 equaled $814. Other commitments include commitments to extend
credit. Not all of these commitments will be acted upon; therefore, the cash requirements will likely be significantly less than the commitments themselves. As of June 30, 2005, the Company had unused loan commitments of $49,564, including $40,708
in unused commitments with an original maturity exceeding one year.



CRITICAL ACCOUNTING POLICIES



Certain critical accounting policies affect the more significant judgments and estimates used in the preparation of the consolidated financial statements. The Companys most critical accounting policy relates to the Companys
allowance for loan losses, which reflects the estimated losses resulting from the inability of the Companys borrowers to make required loan payments. If the financial condition of the Companys borrowers were to deteriorate, resulting in
an impairment of their ability to make payments, the Companys estimates would be updated, and additional provisions for loan losses could be required. Further information regarding the estimates used in determining the allowance for loan
losses is contained in the discussions on Allowance and Provision for Loan Losses on page 15 herein and Loans and Allowance for Loan Losses on page 28 of the Companys 2004 Annual Report to Shareholders.



RECENT ACCOUNTING PRONOUNCEMENTS



In December 2004, the FASB issued SFAS No. 123 (R), Share-Based
Payment. SFAS No. 123 (R) is a revision of SFAS No. 123. This statement supersedes APB Opinion No. 25 and amends SFAS No. 95, Statement of Cash Flows. SFAS No. 123 (R) eliminates the ability to account for share-based compensation
transactions using APB Opinion No. 25 and requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements



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using a fair value-based method. SFAS No. 123 (R) is effective for public companies that file as small business issuers at the beginning of the next fiscal
period that begins after December 15, 2005. The impact of SFAS No. 123 (R) on the Companys consolidated financial statements is currently being evaluated.



In March 2005, the SEC released Staff Accounting Bulletin No. 107, Share-Based Payment, (SAB 107). SAB 107 express views of the SEC staff
regarding the application of SFAS No. 123(R). Among other things, SAB 107 provides interpretive guidance related to the interaction between Statement No. 123(R) and certain SEC rules and regulations, and provides the staffs views regarding the
valuation of share-based payment arrangements for public companies



As of August 12, 2005, there are no other new accounting standards issued, but not yet adopted by the Company, which are expected to be applicable to the Companys financial position, operating results or financial statement
disclosures.



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Item 3. CONTROLS AND PROCEDURES



The Company maintains a system of disclosure controls and procedures that is designed to ensure that material information is accumulated and communicated to management, including the Companys Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As required, management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the
design and operation of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures were operating effectively to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized, and reported within the time periods specified in the rules and forms of the SEC.



Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that the Companys disclosure
controls and procedures will detect or uncover every situation involving the failure of persons within the Company to disclose material information otherwise required to be set forth in the Companys periodic reports.



The Companys management is also responsible for establishing and
maintaining adequate internal control over financial reporting and control of the Companys assets to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. There was no change in the Companys internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Companys internal control over financial reporting or control over its assets.



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##### Table of Contents

PART II - OTHER INFORMATION



Item 1. LEGAL PROCEEDINGS



In the
normal course of business, the Company is involved in various legal proceedings. Management believes that the ultimate resolution of these proceedings will not have a material adverse effect on the Companys financial position, liquidity or
results of operations.



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



The 2005 Annual Meeting of Shareholders of Pinnacle Bankshares Corporation was held on April 12, 2005.



At the 2005 Annual Meeting, the following persons were elected to serve as Class II Directors, to serve until the 2008 Annual Meeting, having received the
following votes:



|                    |  |           |  |         
|------------------- |  | --------- |  | --------
|Name                |  | For       |  | Withheld
|James E. Burton, IV |  | 1,130,826 |  | 0       
|                    |  |          
|James P. Kent, Jr.  |  | 1,125,297 |  | 5,529   
|                    |  |          
|William F. Overacre |  | 1,129,123 |  | 1,703   



Class I and III
directors will continue in office after the 2005 meeting.



|                               |  |                               
|------------------------------ |  | ------------------------------
|Class I                        |  | Class III                     
|Serving until the 2007 Meeting |  | Serving until the 2006 Meeting
|A. Willard Arthur              |  | Herman P. Rogers, Jr.         
|John P. Erb                    |  | Carroll E. Shelton            
|Robert H. Gilliam, Jr.         |  | John L. Waller                
|R.B. Hancock, Jr.              |  | Michael E. Watson             



No other
matters were voted on during the meeting.



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##### Table of Contents

Item 6. EXHIBITS



|              |  |                                                                                                                                                                                                                                
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                    
|3.1           |  | Amended and Restated Articles of Incorporation (incorporated by reference to Appendix I to registrants amended registration statement on Form S-4 (File No. 333-20399) filed on January
30, 1997)                             
|              | 
|3.2           |  | Bylaws (incorporated by reference to Exhibit 3(ii) to registrants registration statement on Form S-4 (File No. 333-20399) filed on January 24, 1997)                                                                          
|              | 
|10.1*         |  | 1997 Incentive Stock Plan (incorporated by reference to Exhibit 4.3 to registrants registration statement on Form S-8 filed September 14, 1998)                                                                               
|              | 
|10.2*         |  | Change in Control Agreement between Pinnacle Bankshares Corporation and Robert H. Gilliam, Jr., dated May 12, 1998 (incorported by reference to Exhibit 10.2 to registrants annual report
on Form 10-KSB filed March 25, 2003)
|              | 
|10.3*         |  | VBA Directors Deferred Compensation Plan for Pinnacle Bankshares Corporation, effective December 1, 1997 (incorporated by reference to Exhibit 10.3 to registrants annual report on
Form 10-KSB filed March 25, 2003)        
|              | 
|10.4*         |  | 2004 Incentive Stock Plan (incorporated by reference to Exhibit 10.4 to registrants quarterly report on Form 10-QSB filed on May 11, 2004)                                                                                    
|              | 
|10.5*         |  | Non-Employee Directors Annual Compensation (incorporated by reference to Exhibit 10.5 to registrants annual report on Form 10-KSB filed June 28, 2005)                                                                       
|              | 
|10.6*         |  | Base Salaries of Named Executive Officers of the Registrant (incorporated by reference to Exhibit 10.6 to registrants annual report on Form 10-KSB filed March 28, 2005)                                                      
|              | 
|31.1          |  | CEO Certification Pursuant to Rule 13a-14(a)                                                                                                                                                                                   
|              | 
|31.2          |  | CFO Certification Pursuant to Rule 13a-14(a)                                                                                                                                                                                   
|              | 
|32.1          |  | CEO/CFO Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350)                                                                                                                                   

---

|* | Denotes management contract.
|- | ----------------------------



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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.



|                |  |                                                                                            
|--------------- |  | -------------------------------------------------------------------------------------------
|                |  | PINNACLE BANKSHARES CORPORATION                                                            
|                |  | (Registrant)                                                                               
|                | 
|AUGUST 12, 2005 |  | /s/ Robert H. Gilliam, Jr.                                                                 
|Date            |  | Robert H. Gilliam, Jr., President and Chief Executive
Officer (principal executive officer)
|                | 
|AUGUST 12, 2005 |  | /s/ Bryan M. Lemley                                                                        
|Date            |  | Bryan M. Lemley, Secretary, Treasurer and Chief
Financial Officer                          
|                |  | (principal financial & accounting officer)                                                 



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