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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB

(Mark One)

[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

For fiscal year ended December 31, 1999
                      -----------------

[_]  Transition report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the transition period from ______________to _______________

     Commission file number ______


                        CHEROKEE BANKING COMPANY, INC.
--------------------------------------------------------------------------------
                (Name of small business issuer in its charter)

          Georgia                                             58-2432974
-------------------------------                     ----------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

1275 Riverstone Parkway, Canton, Georgia                        30114
----------------------------------------            ----------------------------
(Address of Principal Executive Offices)                      (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:   None.

Securities registered pursuant to Section 12(g) of the Act:  None.

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 past 90 days.  Yes  X     No
                                                           ---       ---

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or a
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year:  $424,260
                                                          --------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days:  $5,451,080
                                         ----------

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. 738,658 as of  March 20, 2000.

                      DOCUMENTS INCORPORATED BY REFERENCE
None.

     Transitional Small Business Disclosure format (check one):  Yes     No  X
                                                                     ---    ---
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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>

PART I
<S>       <C>                                                                                    <C>
ITEM 1.   DESCRIPTION OF BUSINESS..............................................................   3

ITEM 2.   DESCRIPTION OF PROPERTIES............................................................  13

ITEM 3.   LEGAL PROCEEDINGS....................................................................  13

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................  13

PART II   .....................................................................................  14

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................  14

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  14

ITEM 7.   FINANCIAL STATEMENTS.................................................................  15

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.  15

PART III  .....................................................................................  16

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
          SECTION 16(a) OF THE EXCHANGE ACT....................................................  16

ITEM 10.  EXECUTIVE COMPENSATION...............................................................  17

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......................  19

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................................  21

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB...........................................  22

</TABLE>

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                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS

                            Cherokee Banking Company

     Cherokee Banking Company (the "Company") was incorporated as a Georgia
corporation on October 9, 1998, and became a bank holding company by acquiring
all of the issued and outstanding common stock of Cherokee Bank, Canton, Georgia
(the "Bank").  The Bank is the only subsidiary of the Company.

     The Company was organized to facilitate the Bank's ability to serve its
customers' banking needs.  Specifically, the holding company structure provides
us with the flexibility to expand our banking business through possible future
acquisitions of other financial institutions and the ability to acquire or
establish banking-related services that cannot be engaged in by national banks
directly, but are permissible for bank holding companies.  Additionally, the
holding company structure makes it easier to raise capital for the Bank because
the Company will be able to issue securities without the need for prior banking
regulatory approval, and the proceeds of debt securities issued by the Company
can be invested in the Bank as primary capital.

     The Company has no present plans to acquire or establish any additional
operating subsidiaries.  We may, however, make acquisitions in the future in the
event that the acquisitions are deemed to be in the best interests of the
Company and its shareholders.  Any acquisition would, however, be subject to
specific regulatory approvals and requirements.

                                 Cherokee Bank

General

     Cherokee Bank began business in July of 1999 as a full-service commercial
bank.  The Bank offers personal and business checking accounts, interest-bearing
checking accounts, savings accounts and various types of certificates of
deposit.  Cherokee Bank also offers commercial loans, installment and other
consumer loans, home equity loans, home equity lines of credit, construction
loans and mortgage loans.  In addition, the Bank provides such services as
official bank checks and money orders, traveler's checks, Mastercard(R) and
Visa(R) credit cards, MasterMoney(R) debit cards, internet banking and bill-pay,
bank-by-mail, direct deposit and United States Savings Bonds.

Philosophy

     Our philosophy is to operate as a community-oriented bank emphasizing
prompt, personalized customer service to individuals and businesses located
primarily in Cherokee County, Georgia. We have adopted this philosophy in order
to attract customers and to acquire market share now controlled by other
financial institutions operating in our market.  We believe that local ownership
and control allows the Bank to serve its customers more efficiently, helping us
to grow both our deposit base and loan portfolio.

Market Area and Competition

     The Bank's primary service area is Cherokee County, Georgia, which includes
the cities of Ball Ground, Canton, Holly Springs, Waleska, and Woodstock.
Cherokee County lies northwest of the city of Atlanta with Interstate 575
providing convenient access for many Cherokee County residents to employment
opportunities in the northern metropolitan Atlanta area.

     The Bank competes with other commercial banks, savings and loan
associations, credit unions, and money market mutual funds serving Cherokee
County, many of which have equal or greater financial or banking-related
resources than the Company or the Bank.  Cherokee County is currently served by
at

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least 12 other bank and thrift institutions.  These competitors offer the
same or similar products and services as the Bank.  Currently, the Bank's three
largest competitors are Regions Bank, Wachovia (through its acquisition of the
Bank of Canton), and Synovus Financial Corp.

Loan Portfolio

     Lending Policy.  The Bank aggressively seeks creditworthy borrowers within
its primary service area.  Currently, the Bank's loan portfolio is comprised of:

               Loan Classification             Percentage
               -------------------             ----------

               Real estate-related loans          44.2

               Commercial loans                   45.5

               Consumer loans                     10.3

     Loan Approval and Review.  The Bank's loan approval policies provide for
various levels of officer lending authority.  When the total amount of loans to
a single borrower exceeds an individual officer's lending authority, an officer
with a higher lending limit or the Bank's loan committee determines whether to
approve the loan request.  As part of its lending policy, the Bank does not make
loans to its directors or executive officers unless a majority of its
disinterested board members approves the loan and the terms of the loan are no
more favorable than would be available to any other borrower similarly situated.

     Lending Limits.  The Bank's lending activities are subject to a variety of
lending limits imposed by federal law.  Differing limits apply based on the type
of loan and the nature of the borrower, including the borrower's relationship to
the Bank.  In general, however, the Bank is able to loan any one borrower a
maximum amount equal to either:  (1) 15% of the Bank's capital and surplus or
(2) 25% of its capital and surplus if the excess over 15% is within federal
guidelines, which provide an exception to the 15% limit for debt secured by
readily marketable collateral, as defined by OCC regulations.  The Bank has
established an internal maximum loan limit of $750,000, which is separate from
its statutory lending limits described above.  These limits will increase or
decrease as the Bank's capital increases or decreases as a result of its
earnings or losses, among other reasons.  The Bank will continue to sell loan
participations to other financial institutions to meet the needs of customers
requiring loans above these limits.

     Real Estate Loans.  The Bank makes and holds real estate-related loans,
consisting primarily of mortgage loans and  single-family residential
construction loans for one-to-four unit family structures.  The Bank is involved
in both the originating and servicing of its first and second mortgage loans,
and generally requires an aggregated loan-to-value ratio of no more than 85%.
For construction loans, the Bank requires a first lien position on the land
associated with the project.  Loan disbursements on construction loans require
on-site inspections to assure the project is on budget and that the loan
proceeds are being used for the construction project and not being diverted to
another project.  The loan-to-value ratios for construction loans are
predominantly 80% of the lower of the as-built appraised value or project cost,
and a maximum of 85% if the loan is amortized.  Loans for construction can
present a high degree of risk to the lender and depend upon, among other things,
the builder's ability to sell the home to a buyer, the buyer's ability to obtain
permanent financing and the construction project's ability to produce income in
the interim.

     Commercial Loans.  The Bank's commercial lending is directed principally
toward small- to medium-size businesses whose demand for funds falls within the
legal lending limits of the Bank.  This category of loans includes loans made to
individual, partnership or corporate borrowers, and are obtained for a variety
of business purposes.  Risks associated with these loans can be significant and
include, but are not limited to, fraud, bankruptcy, economic downturn,
deteriorated or non-existing collateral and changes in interest rates.

                                       4
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     Consumer Loans.  The Bank makes consumer loans, consisting primarily of
installment loans to individuals for personal, family and household purposes,
including loans for automobiles, home improvements and investments.  Risks
associated with consumer loans include, but are not limited to, fraud,
deteriorated or non-existing collateral, general economic downturn and customer
financial problems.

     Investments.  In addition to loans, the Bank makes other investments
primarily in obligations of the United States or obligations guaranteed as to
principal and interest by the United States and other taxable securities.  No
investment held by the Bank exceeds any applicable limitation imposed by law or
regulation. Our asset and liability management committee reviews the investment
portfolio on an ongoing basis to ascertain investment profitability and to
verify compliance with the Bank's investment policies.

     Deposits. The Bank's core deposits include checking accounts, money market
accounts, a variety of certificates of deposit and IRA accounts.  To attract
deposits, the Bank has employed an aggressive marketing plan in Cherokee County,
and offers broad array of competitive products and services.  The Bank's primary
sources of deposits are residents of, and businesses and their employees located
in, Cherokee County.  The Bank has obtained its deposits primarily through
personal solicitation by its officers and directors, direct mail solicitations,
television advertisements and advertisements published in the local media.  We
plan to continue generating deposits by offering competitively priced deposit
services, including demand deposits, regular savings accounts, money market
deposits, certificates of deposit, retirement accounts and other legally
permitted deposit or funds transfer services.

     Asset and Liability Management.  The Bank has established an asset and
liability management committee to manage its assets and liabilities.  The goal
of this committee is to maintain an optimum and stable net interest margin, a
profitable after-tax return on assets and return on equity and adequate
liquidity.  The committee conducts these management functions within the
framework of written loan and investment policies that the Bank has adopted.
The committee also attempts to maintain a balanced position between rate
sensitive assets and rate sensitive liabilities.  Specifically, the committee
charts the Bank's assets and liabilities on a matrix by maturity, effective
duration and interest adjustment period and attempts to manage any gaps in
maturity ranges.

                                   Employees

     At December 31, 1999, the Bank employed ten full-time employees, and the
Company had no employees who were not also employees of the Bank.  The Company
considers the Bank's relationship with its employees to be excellent.

                           Supervision and Regulation

   The following discussion sets forth the material elements of the regulatory
framework applicable to banks and bank holding companies and provides certain
specific information related to the Company.

Cherokee Banking Company

   Since The Company owns all of the issued and outstanding capital stock of the
Bank, it is be a bank holding company under the federal Bank Holding Company
Act.  As a result, the Company is primarily subject to the supervision,
examination, and reporting requirements of the Bank Holding Company Act and the
regulations of the Federal Reserve.

     Acquisitions of Banks.  The Bank Holding Company Act requires every bank
holding company to obtain the Federal Reserve's prior approval before:

                                       5
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     .  Acquiring direct or indirect ownership or control of any voting shares
        of any bank if, after the acquisition, the bank holding company will
        directly or indirectly own or control more than 5% of the bank's voting
        shares;

     .  Acquiring all or substantially all of the assets of any bank; or

     .  Merging or consolidating with any other bank holding company.

     Additionally, the Bank Holding Company Act provides that the Federal
Reserve may not approve any of these transactions if it would result in or tend
to create a monopoly or, substantially lessen competition or otherwise function
as a restraint of trade, unless the anticompetitive effects of the proposed
transaction are clearly outweighed by the public interest in meeting the
convenience and needs of the community to be served.  The Federal Reserve is
also required to consider the financial and managerial resources and future
prospects of the bank holding companies and banks involved in the proposed
transaction and the convenience and needs of the communities to be served.  The
Federal Reserve's consideration of financial resources generally focuses on
capital adequacy, which is discussed below.

     Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, the Company or any other bank holding company located in
Georgia may purchase a bank located outside of Georgia.  Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia.  In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits.  For example, Georgia law prohibits a bank holding
company from acquiring control of a financial institution until the target
financial institution has been incorporated for five years.  As a result, no
bank holding company may acquire control of the Company until after the fifth
anniversary date of the Bank's incorporation.

     Change in Bank Control.  Subject to various exceptions, the Bank Holding
Company Act and the Change in Bank Control Act, together with related
regulations, require Federal Reserve approval prior to any person or company
acquiring "control" of a bank holding company.  Control is conclusively presumed
to exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company.  Control is rebuttably presumed to exist
if a person or company acquires 10%or more, but less than 25%, of any class of
voting securities and either:

     .  the bank holding company has registered securities under Section 12 of
        the Securities Exchange Act, or

     .  no other person owns a greater percentage of that class of voting
        securities immediately after the transaction.

We have registered our common stock under the Securities Exchange Act.  The
regulations provide a procedure for challenge of the rebuttable control
presumption.

     Permitted Activities.  On November 12, 1999 President Clinton signed the
Gramm-Leach-Bliley Act, which amends the Bank Holding Company Act and greatly
expands the activities in which bank holding companies and affiliates of banks
are permitted to engage.  The Act eliminates many federal and state law barriers
to affiliations among banks and securities firms, insurance companies and other
financial service providers.  The provisions of the Act relating to permitted
activities of bank holding companies and affiliates of banks became effective on
March 11, 2000.   The following discussion describes the activities in which the
Company will be permitted to engage under the Bank Holding Company Act, as
amended by the Gramm-Leach-Bliley Act.

     Generally, if the Company qualifies and elects to become a financial
holding company, which is described below, it may engage in activities that are:

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     .  financial in nature,

     .  incidental to a financial activity, or

     .  complementary to a financial activity and do not pose a substantial risk
        to the safety or soundness of depository institutions or the financial
        system generally.

     In determining whether a particular activity is financial in nature or
incidental or complementary to a financial activity, the Federal Reserve must
consider  (1) the purpose of the Bank Holding Company and Gramm-Leach-Bliley
Acts, (2) changes or reasonable expected changes in the marketplace in which
financial holding companies compete and in the technology for delivering
financial services, and (3) whether the activity is necessary or appropriate to
allow financial holding companies to effectively compete with other financial
service providers and to efficiently deliver information and services.  The Act
expressly lists the following activities as financial in nature:

     .  lending, trust and other banking activities;

     .  insuring, guaranteeing, or indemnifying against loss or harm, or
        providing and issuing annuities, and acting as principal, agent, or
        broker for these purposes, in any state;

     .  providing financial, investment, or advisory services;

     .  issuing or selling instruments representing interests in pools of assets
        permissible for a bank to hold directly;

     .  underwriting, dealing in or making a market in securities;

     .  other activities that the Federal Reserve may determine to be so closely
        related to banking or managing or controlling banks as to be a proper
        incident to managing or controlling banks;

     .  foreign activities permitted outside of the United States if the Federal
        Reserve has determined them to be usual in connection with banking
        operations abroad;

     .  merchant banking through securities or insurance affiliates; and

     .  insurance company portfolio investments.

     To qualify to become a financial holding company, our depository
institution subsidiaries must be well capitalized and well managed and must have
a Community Reinvestment Act rating of at least "satisfactory." Additionally, we
must file an election with the Federal Reserve to become a financial holding
company and provide the Federal Reserve with 30 days written notice prior to
engaging in a permitted financial activity. Although we do not have any
immediate plans to file an election with the Federal Reserve to become a
financial holding company, one of the primary reasons we selected the holding
company structure was to have increased flexibility. Accordingly, if deemed
appropriate in the future, we may elect to become a financial holding company.

     Under the Bank Holding Company Act, a bank holding company, which has not
qualified or elected to become a financial holding company, is generally
prohibited from engaging in or acquiring direct or indirect control of more than
5% of the voting shares of any company engaged in nonbanking activities unless,
prior to the enactment of the Gramm-Leach-Bliley Act, the Federal Reserve found
those activities to be so closely related to banking as to be a proper incident
to the business of banking.   Activities that the Federal Reserve has found to
be so closely related to banking as to be a proper incident to the business of
banking include:

     .  factoring accounts receivable;

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     .  acquiring or servicing loans;

     .  leasing personal property;

     .  conducting discount securities brokerage activities;

     .  performing selected data processing services;

     .  acting as agent or broker in selling credit life insurance and other
        types of insurance in connection with credit transactions; and

     .  performing selected insurance underwriting activities.

     Despite prior approval, the Federal Reserve may order a bank holding
company or its subsidiaries to terminate any of these activities or to terminate
its ownership or control of any subsidiary when it has reasonable cause to
believe that the bank holding company's continued ownership, activity or control
constitutes a serious risk to the financial safety, soundness, or stability of
any of its bank subsidiaries.

     Support of Subsidiary Institutions.  Under Federal Reserve policy, the
Company is expected to act as a source of financial strength for the Bank and to
commit resources to support the Bank.  This support may be required at times
when, without this Federal Reserve policy, the Company might not be inclined to
provide it.  In addition, any capital loans made by the Company to the Bank will
be repaid only after its deposits and various other obligations are repaid in
full.  In the unlikely event of the Company's bankruptcy, any commitment by it
to a federal bank regulatory agency to maintain the capital of the Bank will be
assumed by the bankruptcy trustee and entitled to a priority of payment.

Cherokee Bank

     Since the Bank is chartered as a national bank, it is primarily subject to
the supervision, examination and reporting requirements of the National Bank Act
and the regulations of the Office of the Comptroller of the Currency.  The
Office of the Comptroller of the Currency regularly examines the Bank's
operations and has the authority to approve or disapprove mergers, the
establishment of branches and similar corporate actions.  The Office of the
Comptroller of the Currency also has the power to prevent the continuance or
development of unsafe or unsound banking practices or other violations of law.
Additionally, the Bank's deposits are insured by the FDIC to the maximum extent
provided by law.  The Bank is also subject to numerous state and federal
statutes and regulations that will affect its business, activities and
operations.

     Branching.  National banks are required by the National Bank Act to adhere
to branching laws applicable to state banks in the states in which they are
located.  Under current Georgia law, the Bank may open branch offices throughout
Georgia with the prior approval of the Office of the Comptroller of the Currency
and the Georgia Department of Banking and Finance.  In addition, with prior
regulatory approval, the Bank will be able to acquire branches of existing banks
located in Georgia.  The Bank and any other national or state-chartered bank
generally may branch across state lines by merging with banks in other states if
allowed by the applicable states' laws.  Georgia law, with limited exceptions,
currently permits branching across state lines through interstate mergers.

   Under the Federal Deposit Insurance Act, states may "opt-in" and allow out-
of-state banks to branch into their state by establishing a new start-up branch
in the state.  Currently, Georgia has not opted-in to this provision.
Therefore, interstate merger is the only method through which a bank located
outside of Georgia may branch into Georgia.  This provides a limited barrier of
entry into the Georgia banking market, which protects us from an important
segment of potential competition.  However, because Georgia has elected not to
opt-in, our ability to establish a new start-up branch in another state may be
limited.  Many states that have elected to opt-in have done so on a reciprocal
basis, meaning that

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an out-of-state bank may establish a new start-up branch only if their home
state has also elected to opt-in. Consequently, until Georgia changes its
election, the only way we will be able to branch into states that have elected
to opt-in on a reciprocal basis will be through interstate merger.

     Prompt Corrective Action.  The Federal Deposit Insurance Corporation
Improvement Act establishes a system of prompt corrective action to resolve the
problems of undercapitalized financial institutions.  Under this system, the
federal banking regulators have established five capital categories (well
capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) in which all institutions are
placed.  Federal banking regulators are required to take various mandatory
supervisory actions and are authorized to take other discretionary actions with
respect to institutions in the three undercapitalized categories.  The severity
of the action depends upon the capital category in which the institution is
placed.  Generally, subject to a narrow exception, the banking regulator must
appoint a receiver or conservator for an institution that is critically
undercapitalized.  The federal banking agencies have specified by regulation the
relevant capital level for each category.

     An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
A bank holding company must guarantee that a subsidiary depository institution
meets its capital restoration plan, subject to various limitations.  The
controlling holding company's obligation to fund a capital restoration plan is
limited to the lesser of 5% of an undercapitalized subsidiary's assets or the
amount required to meet regulatory capital requirements.  An undercapitalized
institution is also generally prohibited from increasing its average total
assets, making acquisitions, establishing any branches or engaging in any new
line of business, except under an accepted capital restoration plan or with FDIC
approval.  The regulations also establish procedures for downgrading an
institution and a lower capital category based on supervisory factors other than
capital.

     The Bank currently has a capital rating of well capitalized.

     FDIC Insurance Assessments.  The FDIC has adopted a risk-based assessment
system for insured depository institutions that takes into account the risks
attributable to different categories and concentrations of assets and
liabilities.  The system assigns an institution to one of three capital
categories: (1) well capitalized; (2) adequately capitalized; and (3)
undercapitalized.  These three categories are substantially similar to the
prompt corrective action categories described above, with the "undercapitalized"
category including institutions that are undercapitalized, significantly
undercapitalized, and critically undercapitalized for prompt corrective action
purposes.  The FDIC also assigns an institution to one of three supervisory
subgroups based on a supervisory evaluation that the institution's primary
federal regulator provides to the FDIC and information that the FDIC determines
to be relevant to the institution's financial condition and the risk posed to
the deposit insurance funds.  Assessments range from 0 to 27 cents per $100 of
deposits, depending on the institution's capital group and supervisory subgroup.

     Effective January 1, 1997, the FDIC imposed assessments to help repay the
$780 million in annual interest payments on the $8 billion of Financing
Corporation ("FICO") bonds issued in the late 1980s as part of the government
rescue of the thrift industry.  The FICO assessment rate is adjusted quarterly
to reflect changes in the assessment bases of the Bank Insurance Fund and the
Savings Association Insurance Fund.  The FDIC assessed national banks at a rate
of 1.184 cents per $100 of deposits during the fourth quarter of 1999.

     The FDIC may terminate its insurance of deposits if it finds that the
institution has engaged in unsafe and unsound practices, is in an unsafe or
unsound condition to continue operations, or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC.

     Community Reinvestment Act.  The Community Reinvestment Act requires that,
in connection with examinations of financial institutions within their
respective jurisdictions, the Federal Reserve, the FDIC, or the Office of the
Comptroller of the Currency, shall evaluate the record of each financial
institution in meeting the credit needs of its local community, including low
and moderate income

                                       9
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neighborhoods. These facts are also considered in evaluating mergers,
acquisitions, and applications to open a branch or facility. Failure to
adequately meet these criteria could impose additional requirements and
limitations on The Bank. Under the Gramm-Leach-Bliley Act, banks with aggregate
assets of not more than $250 million will be subject to a Community Reinvestment
Act examination only once every 60 months if the bank receives an outstanding
rating, once every 48 months if it receives a satisfactory rating and as needed
if the rating is less than satisfactory. Additionally, banks will be required to
publicly disclose the terms of various Community Reinvestment Act-related
agreements.

     Currently, the Bank has a Community Reinvestment Act rating of
satisfactory.

     Other Regulations.  Interest and other charges collected or contracted for
by the Bank are subject to state usury laws and federal laws concerning interest
rates.  The Bank's loan operations are also subject to federal laws applicable
to credit transactions, such as:

     .  the federal Truth-In-Lending Act, governing disclosures of credit terms
        to consumer borrowers;

     .  the Home Mortgage Disclosure Act, requiring financial institutions to
        provide information to enable the public and public officials to
        determine whether a financial institution is fulfilling its obligation
        to help meet the housing needs of the community it serves;

     .  the Equal Credit Opportunity Act, prohibiting discrimination on the
        basis of race, creed or other prohibited factors in extending credit;

     .  the Fair Credit Reporting Act, governing the use and provision of
        information to credit reporting agencies;

     .  the Fair Debt Collection Act, governing the manner in which consumer
        debts may be collected by collection agencies; and

     .  the rules and regulations of the various federal agencies charged with
        the responsibility of implementing these federal laws.

The deposit operations of the Bank are subject to:

     .  the Right to Financial Privacy Act, which imposes a duty to maintain
        confidentiality of consumer financial records and prescribes procedures
        for complying with administrative subpoenas of financial records; and

     .  the Electronic Funds Transfer Act and Regulation E issued by the Federal
        Reserve to implement that act, which govern automatic deposits to and
        withdrawals from deposit accounts and customers' rights and liabilities
        arising from the use of automated teller machines and other electronic
        banking services.

Capital Adequacy

     The Company and the Bank are required to comply with the capital adequacy
standards established by the Federal Reserve, in the case of the Company, and
the Office of the Comptroller of the Currency, in the case of the Bank.  The
Federal Reserve has established a risk-based and a leverage measure of capital
adequacy for bank holding companies.  The Bank is also subject to risk-based and
leverage capital requirements adopted by the Office of the Comptroller of the
Currency, which are substantially similar to those adopted by the Federal
Reserve for bank holding companies.

     The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profiles among banks and bank
holding companies, to account for off-

                                       10
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balance-sheet exposure, and to minimize disincentives for holding liquid assets.
Assets and off-balance-sheet items, such as letters of credit and unfunded loan
commitments, are assigned to broad risk categories, each with appropriate risks
weights. The resulting capital ratios represent capital as a percentage of total
risk-weighted assets and off-balance-sheet items.

     The minimum guideline for the ratio of total capital to risk-weighted
assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier
2 Capital. Tier 1 Capital generally consist of common stock, minority interests
in the equity accounts of consolidated subsidiaries, noncumulative perpetual
preferred stock, and a limited amount of cumulative perpetual preferred stock,
less goodwill and other specified intangible assets. Tier 1 Capital must equal
at least 4% of risk-weighted assets. Tier 2 Capital generally consists of
subordinated debt, other preferred stock, and a limited amount of loan loss
reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1
Capital. Currently, the Bank's ratio of total capital to risk-weighted assets is
63.1%.

     In addition, the Federal Reserve has established minimum leverage ratio
guidelines for bank holding companies.  These guidelines provide for a minimum
ratio of Tier 1 Capital to average assets, less goodwill and other specified
intangible assets, of 3% for bank holding companies that meet specified
criteria, including having the highest regulatory rating and implementing the
Federal Reserve's risk-based capital measure for market risk.  All other bank
holding companies generally are required to maintain a leverage ratio of at
least 4%.  The guidelines also provide that bank holding companies experiencing
internal growth, as is the case for the Company, or making acquisitions will be
expected to maintain strong capital positions substantially above the minimum
supervisory levels.   Furthermore, the Federal Reserve has indicated that it
will consider a bank holding company's Tier 1 Capital leverage ratio, after
deducting all intangibles and other indicators of capital strength in evaluating
proposals for expansion or new activities.  Currently, the Company's
consolidated Tier 1 ratio is 77.9%.

     We are also subject to capital guidelines issued by our respective primary
regulators, which provide for minimum ratios of total capital to total assets.
Currently, both the Company and the Bank are within their respective capital
guideline ratios.

     Failure to meet capital guidelines could subject a bank or bank holding
company to a variety of enforcement remedies, including issuance of a capital
directive, the termination of deposit insurance by the FDIC, a prohibition on
accepting brokered deposits, and other restrictions on its business.  As
described above, significant additional restrictions can be imposed on FDIC-
insured depository institutions that fail to meet applicable capital
requirements.

Payment of Dividends

     The Company is a legal entity separate and distinct from the Bank.  The
principal sources of the Company's cash flow, including cash flow to pay
dividends to its shareholders, are dividends that the Bank pays to its sole
shareholder, the Company.  Statutory and regulatory limitations apply to the
Bank's payment of dividends to the Company as well as to the Company' payment of
dividends to its shareholders.

     The Bank is required by federal law to obtain the prior approval of the
Office of the Comptroller of the Currency for payments of dividends if the total
of all dividends declared by our board of directors in any year will exceed (1)
the total of the Bank's net profits for that year, plus (2) the Bank's retained
net profits of the preceding two years, less any required transfers to surplus.

     The payment of dividends by the Company and the Bank may also be affected
by other factors, such as the requirement to maintain adequate capital above
regulatory guidelines.  If, in the opinion of the Office of the Comptroller of
the Currency, the Bank were engaged in or about to engage in an unsafe or
unsound practice, the Office of the Comptroller of the Currency could require,
after notice and a hearing, that the Bank stop or refrain engaging in the
practice.  The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice.  Under the Federal Deposit
Insurance Corporation Improvement

                                       11
<PAGE>

Act, a depository institution may not pay any dividend if payment would cause it
to become undercapitalized or if it already is undercapitalized. Moreover, the
federal agencies have issued policy statements that provide that bank holding
companies and insured banks should generally only pay dividends out of current
operating earnings.

Restrictions on Transactions with Affiliates

     The Company and the Bank are subject to the provisions of Section 23A of
the Federal Reserve Act. Section 23A places limits on the amount of:

     .  a bank's loans or extensions of credit to affiliates;

     .  a bank's investment in affiliates;

     .  assets a bank may purchase from affiliates, except for real and personal
        property exempted by the Federal Reserve;

     .  the amount of loans or extensions of credit to third parties
        collateralized by the securities or obligations of affiliates; and

     .  a bank's guarantee, acceptance or letter of credit issued on behalf of
        an affiliate.

     The total amount of the above transactions is limited in amount, as to any
one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates
combined, to 20% of a bank's capital and surplus.  In addition to the limitation
on the amount of these transactions, each of the above transactions must also
meet specified collateral requirements.  The Bank must also comply with other
provisions designed to avoid the taking of low-quality assets.

     The Company and the Bank are also subject to the provisions of Section 23B
of the Federal Reserve Act which, among other things, prohibits an institution
from engaging in the above transactions with affiliates unless the transactions
are on terms substantially the same, or at least as favorable to the institution
or its subsidiaries, as those prevailing at the time for comparable transactions
with nonaffiliated companies.

     The Bank is also subject to restrictions on extensions of credit to its
executive officers, directors, principal shareholders and their related
interests.  These extensions of credit (1) must be made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with third parties, and (2) must not involve
more than the normal risk of repayment or present other unfavorable features.

Privacy

     Financial institutions are required to disclose their policies for
collecting and protecting confidential information.  Customers generally may
prevent financial institutions from sharing personal financial information with
nonaffiliated third parties except for third parties that market the
institutions' own products and services.  Additionally, financial institutions
generally may not disclose consumer account numbers to any nonaffiliated third
party for use in telemarketing, direct mail marketing or other marketing through
electronic mail to consumers.

Proposed Legislation and Regulatory Action

     New regulations and statutes are regularly proposed that contain wide-
ranging proposals for altering the structures, regulations and competitive
relationships of the nation's financial institutions.  We cannot predict whether
or in what form any proposed regulation or statute will be adopted or the extent
to which our business may be affected by any new regulation or statute.

                                       12
<PAGE>

Effect of Governmental Monetary Policies

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve's monetary policies have had, and are likely to continue to
have, an important impact on the operating results of commercial banks through
its power to implement national monetary policy in order, among other things, to
curb inflation or combat a recession.  The monetary policies of the Federal
Reserve affect the levels of bank loans, investments and deposits through its
control over the issuance of United States government securities, its regulation
of the discount rate applicable to member banks and its influence over reserve
requirements to which member banks are subject.  We cannot predict the nature or
impact of future changes in monetary and fiscal policies.

                        Selected Statistical Information

     The Bank opened for business on July 26, 1999.  As a result, the Bank's
historical financial information is limited and is insufficient to cause the
selected statistical information required under Guide 3 of the Securities Act to
be meaningful.  Consequently, the selected statistical information has been
omitted.  For information concerning the Company's and the Bank's historical
financial performance, see "Part II--Item 6.  Management's Discussion and
Analysis of Financial Condition and Results of Operations" on page 14 and "Part
II--Item 7.  Financial Statements" on page 15.


ITEM 2. DESCRIPTION OF PROPERTIES

     The Bank is located at 1275 Riverstone Parkway, Canton, Georgia, which is
part of the new Riverstone Plaza Development near Interstate 575.  Riverstone
Parkway is also Georgia Business Highway 5--one of the major thoroughfares
through Cherokee County and the city of Canton.  Because the Bank is easily
accessible from Interstate 575,  our location allows us to reach small business
customers throughout Cherokee County and consumers traveling to Riverstone
Plaza, the newest major retail area in Cherokee County and the primary
destination point in the market.  The Bank's primary facility, which is also the
location of the Company's executive offices, is a 7,800 square foot building
with three drive-up lanes and one drive-up ATM.   The facility was completed in
February 2000 and was financed by the Company's initial capitalization of the
Bank.  As a result, the property is free from any mortgage liens or
encumbrances.

     Other than the Bank's primary facility described in the preceding paragraph
and the real estate-related loans funded by the Bank previously described in "--
Item 1.  Description of Business--Cherokee Bank--Loan Portfolio" on page 4, the
Company does not invest in real estate, interests in real estate, real estate
mortgages, or securities of or interests in persons primarily engaged in real
estate activities.


ITEM 3. LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the Company is a
party or of which any of its properties are subject, nor are there material
proceedings known to the Company to be contemplated by any governmental
authority.   Additionally, the Company is unaware of any material proceedings,
pending or contemplated, in which any director, officer or affiliate, or any
principal security holder of the Company or any associate of any of the
foregoing, is a party or has an interest adverse to the Company.


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

     None.

                                       13
<PAGE>

                                    PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS

     All sales of securities by the Company in 1999 were registered under the
Securities Act.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS

General

     The Company was organized on October 9, 1998, and from that date until July
26, 1999, its principal activities have been related to its organization, the
conducting of its initial public offering, the pursuit of approvals from the
Office of the Comptroller of the Currency and Federal Deposit Insurance
Corporation of its application to charter the Bank, and the pursuit of approvals
from the Federal Reserve Board for the Company to acquire control of the Bank.

     On May 28, 1999, the Company concluded its offering in which it sold
738,658 shares of common stock at $10.00 per share. The offering provided the
Company with $7,330,505 in capital revenue after deducting offering expenses of
$56,075. After receiving all applicable regulatory approvals and satisfying pre-
opening examination procedures, the Bank opened on July 26, 1999 in a temporary
banking facilities located on Riverstone Parkway in Canton, Georgia. These
facilities are leased and will serve as the main office of the Company and the
Bank until the opening of the permanent facilities in the Riverstone
Development.

Financial Condition at December 31, 1999

     Total assets at December 31, 1999 were $18,816,000, principally composed of
$4,727,000 in cash and cash equivalents, $6,848,000 in investment securities,
and $5,424,000 in loans.  In addition to the Company's equity of $6,713,000,
these assets are funded by $11,996,000 in deposits.  Deposit composition at
December 31, 1999 included $1,187,000 of demand deposits, $3,721,000 in interest
bearing demand and savings deposits, and $7,088,000 in certificates of deposit.

Results of Operations

     The results of operations of the Company and the Bank depend on net
interest income, which is the difference between interest earned on earning
assets and the interest paid on interest bearing liabilities, and the ability to
minimize loan losses and to control operation expenses.

     The Company's net loss was $544,069 for the year ended December 31, 1999.
Interest income for the period was $415,041, while interest expense was
$155,399.

     Management provided $68,663 for loan losses based on loan growth since
opening.  The estimate for loan losses represents an amount, in management's
judgment, which will be adequate to absorb possible losses on existing loans
that may become uncollectible.

     Other expenses totaled $744,267 and primarily consisted of salaries and
employee benefits of $355,971 and other operating expenses of $291,064.  Some of
the most significant amounts of other operating expenses were for professional
fees ($107,153), advertising ($13,235), public relations ($18,869), insurance
($17,805) and supplies ($41,054).

     No income tax benefit was provided for the tax effect of the net loss, as
the recognition of this benefit depends heavily on future taxable income. For
more information about the tax attributes of the Company at December 31, 1999,
see note 6 to the Audited Financial Statements.

                                       14
<PAGE>

Liquidity

     The Bank must maintain a certain portion of its assets in funds that are
readily available to pay deposit withdrawals and to meet expected loan demands.
Cash and cash equivalents totaled $4,727,000 at December 31, 1999.  Cash
outflows from operations totaled $462,333, while outflows from investing
activities totaled $14,086,885, including $6,925,042 in purchases of investment
securities and $5,493, 078 in increases in loans.  Inflows from financing
activities totaled $19,266,564 resulting primarily from increases in deposits
($11,996,069) and stock sales ($7,330,505).  For more detailed information about
the cash sources and uses for the period ended December 31, 1999, see the
Statement of Cash Flows included in the Audited Financial Statements.

Capital Resources

     The Company and the Bank are required to maintain minimum amounts of
capital to total "risk weighted" assets, as defined by the banking regulators.
At December 31, 1999, the Company and the Bank were required to have Tier 1 and
Total Capital to "risk weighted" assets ratios of 4% and 8%, respectively. The
Company's and the Bank's ratios as of December 31, 1999 were in excess of these
requirements. Additionally, the Company and the Bank are required to maintain a
Tier 1 leverage ratio of at least 4%. At December 31, 1999, the leverage ratio
was in excess of 57%. For more information about the actual and required capital
ratios of the Company and the Bank, see note 12 to the Audited Financial
Statements. While the current level of capital meets the regulatory requirements
and the Company's current and foreseeable needs, management will continue to
evaluate the capital needs of the Company as the Bank experiences growth.

ITEM 7.   FINANCIAL STATEMENTS

     See the Company's annual report (comprised of the Company's consolidated
financial statements and report of independent certified public accountants) at
exhibit 13.1 of this Form 10-KSB.


ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

     None.

                                       15
<PAGE>

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

   The following table sets forth for each director and executive officer of the
Company (1) the person's name, (2) his or her age at December 31, 1999, (3) the
year he or she was first elected as a director of the Company, and (4) his or
her positions with the Company other than as a director and his or her other
business experience for the past five years.


<TABLE>
<CAPTION>
                                                                       POSITION WITH THE COMPANY AND
     NAME (AGE)                        DIRECTOR SINCE                       BUSINESS EXPERIENCE
     ---------                         --------------                       -------------------
<S>                            <C>                              <C>
Dennis W. Burnette (53)                      1998                  President and Chief Executive Officer,
                                                                 Cherokee Banking Company and Cherokee Bank;
                                                                     Former Executive Search Consultant,
                                                                          Sanford Rose Associates;
                                                                    Former President, Pickens County Bank

William L. Early (46)                        1998                                Physician;
                                                                  Founder, President and Managing Partner,
                                                                     Medical Associates of North Georgia

Albert L. Evans, Jr. (53)                    1998                         Chief Financial Officer,
                                                                    Emergency Medicine Associates, P.C.;
                                                                         Education Committee Member,
                                                                          Walker School of Marietta

J. Calvin Hill, Jr. (52)                     1998                  President, Gila Distributing--GA, Inc.
                                                                         (window film distributor);
                                                               Director, Cherokee County  Chamber of Commerce;
                                                                    Board of Advisors, Reinhardt College;
                                                                      President, Rotary Club of Canton;
                                                                          Former Mayor, Ball Ground

Roger M. Johnson (57)                        1998                          Partner, Bray & Johnson
                                                                                 (attorneys)

J. David Keller (52)                         1998                    President, L.A. T Sportswear, Inc.
                                                                         (sportswear manufacturer);
                                                                           Advisory Board Member,
                                                                 Cherokee County Children's Advocacy Council

Wanda P. Roach (51)                          1998                     Secretary and Treasurer, Cherokee
                                                                          Association of Realtors;
                                                                             Real Estate Agent;
                                                              Board Member, City of Canton Downtown Development
                                                                               Authority Board
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
                                                                       POSITION WITH THE COMPANY AND
     NAME (AGE)                        DIRECTOR SINCE                       BUSINESS EXPERIENCE
     ---------                         --------------                       -------------------
<S>                            <C>                              <C>


A. R. (Rick) Roberts, III (46)               1998                   Secretary, Cherokee Banking Company;
                                                                         Chief Financial Officer and
                                                                  Chief Operations Officer, Cherokee Bank;
                                                                             Mayor, Ball Ground;
                                                                     Former Executive Vice President and
                                                                   Chief Financial Officer, Citizens Bank

Donald F. Stevens (56)                       1998              President, Terry & Stevens, Inc. (homebuilder);
                                                                          President, 84 West, Inc.;
                                                                    Board of Advisors, Reinhardt College;
                                                               Former Pilot and Captain, Delta Air Lines, Inc.
                                                                      Former Chairman, Cherokee County
                                                                            Chamber of Commerce;

Edwin I. Swords, III (40)                    1998                    Dentist, Swords, Swords and Phelps
</TABLE>
-----------------
     The Company is filing this Annual Report on Form 10-KSB pursuant to Section
15(d) of the Securities and Exchange Act and is not subject to filings required
by Section 16 of the Securities and Exchange Act.


ITEM 10.  EXECUTIVE COMPENSATION

Compensation of Executive Officers

    Summary Compensation Table. The following table presents the total
compensation of the Company paid during fiscal years 1999 and 1998 (since the
Company's inception in October 1998) to its chief executive officer.  No other
executive officer of the Company earned over $100,000 in salary and bonus during
fiscal years 1999 and 1998.

<TABLE>
<CAPTION>
                              Annual Compensation                         Long-Term Compensation
                   -----------------------------------------  --------------------------------------------------
                                                                    Awards                     Payouts
                                                              --------------------------------------------------
                                                    Other         Restricted                            All
                                                    Annual          Stock      Options/    LTIP        Other
                                Salary           Compensation       Awards       SARs     Payouts   Compensation
Name and Position      Year       ($)     Bonus      ($)             ($)         (#)        ($)         ($)
----------------------------------------------------------------------------------------------------------------
<S>                   <C>      <C>        <C>    <C>              <C>          <C>        <C>       <C>
Dennis W. Burnette    1999     100,000       0       0(2)              0          0          0            0
  President &
  Chief Executive     1998(1)     0          0       0(2)              0          0          0            0
  Officer
</TABLE>
----------------
(1)  From the Company's inception in October 1998.

(2)  We have omitted information on "perks" and other personal benefits because
     the aggregate value of these items does not meet the minimum amount
     required for disclosure under the Securities and Exchange Commission's
     regulations.

                                       17
<PAGE>

     Employment Agreement.  Effective January 1, 1999, we entered into an
employment agreement with Dennis W. Burnette regarding his service as President
and Chief Executive Officer of the Company and the Bank.  Under the terms of the
employment agreement, the Bank has paid Mr. Burnette a salary of $90,000 per
year until the Bank opened for business in July of 1999, at which time his
salary increased to $120,000 per year.  Additionally, beginning in the year
2000, and for each calendar year thereafter during the term of the agreement,
Mr. Burnette may be eligible for a cash bonus based on pre-established
performance standards determined by the Bank's board of directors.

     Also under the terms of Mr. Burnette's employment agreement, the Company
has granted Mr. Burnette a nonqualified stock option to purchase 30,000 shares
of common stock. The option vests in annual increments of 6,000 shares and has
an exercise price of $10.00 per share. The first annual increment vested on
January 1, 2000.

     When the Bank opened for business in July 1999, the Bank provided Mr.
Burnette with a $600 per month automobile allowance.  Prior to that time, the
Company reimbursed Mr. Burnette for any business mileage at the IRS-approved
rate.

     The initial term of Mr. Burnette's employment began on January 1, 1999 and
will continue for a period of three years.  At the end of the initial term, and
at the end of each succeeding 12-month term, the agreement will automatically
extend for an additional 12-month period unless the Bank or Mr. Burnette elects
not to extend it.  The Company and the Bank will have no further obligations
under the agreement if Mr. Burnette's employment is terminated:

     .  by the Bank for cause, as defined in the agreement,

     .  by Mr. Burnette if the Bank breaches any material provision of the
        agreement or if it materially lessens Mr. Burnette's powers,
        responsibilities or duties, or

     .  upon Mr. Burnette's death or disability.

If, however, the Bank terminates Mr. Burnette's employment without cause or
elects not to extend the term of the agreement, or if Mr. Burnette terminates
his employment with cause, the Bank will be required to pay Mr. Burnette's base
salary for a period of 12 months.  During the term of the agreement, and for 12
months following its termination, Mr. Burnette will be prohibited from
soliciting the Bank's customers or employees.  In addition, if the agreement is
not terminated by the Bank for cause, and not terminated by Mr. Burnette because
of a change in control, as defined in the agreement, Mr. Burnette will be
prohibited from competing with the Bank in Cherokee County for a period of 12
months following his termination.

                                       18
<PAGE>

Option Grants in Fiscal Year 1999

   The following table presents the options granted by the Company during the
fiscal year 1999 to its executive officers.

<TABLE>
<CAPTION>
                             Number Of
                             Securities          Percent Of Total
                             Underlying        Options/SARS Granted
                            Options/SARs      to Employees In Fiscal     Exercise Or Base
         Name               Granted (#)                Year                Price ($/Sh)       Expiration Date
         (a)                    (b)                     (c)                    (d)                  (e)
--------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>                       <C>                   <C>
Dennis W. Burnette,           30,000                   100%                   $10.00          January 1, 2009
President & Chief
Executive Officer
--------------------------------------------------------------------------------------------------------------
</TABLE>

     See "--Employment Agreement" above on page 18 for more information
regarding the option granted to Mr. Burnette during fiscal year 1999.

Options Exercised in Fiscal Year 1999

     No options were exercised by our executive officers in fiscal year 1999.

Compensation of Directors

     The Company and the Bank do not separately compensate their directors for
their service as directors, nor will their directors receive directors
compensation until the Company and the Bank have recovered all of their losses.
Thereafter, the Company and the Bank will adopt director compensation policies
that conform to applicable law.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of the Company's common
stock beneficially owned as of March 20, 2000 by (a) each director of the
Company and (b) all executive officers and directors, as a group.  The
information shown below is based upon information furnished to the Company by
the named persons.  Unless otherwise indicated, each person is the record owner
and has sole voting and investment power with respect to his or her shares.
Additionally, the holders of 5% or more of the Company's outstanding common
stock are required to file reports with the Securities and Exchange Commission
and with the Company.  We have not received any of these reports and, therefore,
are unaware of any holder of more than 5% of the Company's outstanding common
stock.

     Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts set forth in the rules promulgated under the
Securities Exchange Act.  Under these rules a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting power,"
which includes the power to vote or to direct the voting of a security, or
"investment power," which includes the power to dispose or to direct the
disposition of a security.  Under the rules, more than one person may be deemed
to be a beneficial owner of the same securities.  A person is also deemed to be
a beneficial owner of any security as to which that person has the right to
acquire beneficial ownership within sixty (60) days from the record date.

                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                                                PERCENT
           NAME AND ADDRESS              NUMBER OF SHARES                       OF CLASS
           ----------------              ----------------                       --------
<S>                                      <C>                                    <C>
(a)  Directors

Dennis W. Burnette (53)                       21,600(1)                            2.9
7007 Wilderness Parkway/
656 Big Canoe
Big Canoe, Georgia 30143

William L. Early (46)                         35,000(2)                            4.7
173 Indian River Trail
Ball Ground, Georgia 30107

Albert L. Evans, Jr. (53)                     25,000                               3.4
2268 Reinhardt College Parkway
Canton, Georgia  30114

J. Calvin Hill (52)                           12,000                               1.6
817 Clubhouse Pointe
Woodstock, Georgia  30188

Roger M. Johnson (57)                         12,500                               1.7
1300 Tom Hulsey Drive
Canton, Georgia  30115

J. David Keller (52)                          10,000                               1.4
1237 Indian Bunting Trail
Big Canoe, Georgia  30143

Wanda P. Roach (51)                           10,000                               1.4
229 Breeze Hill Court
Canton, Georgia  30114

A. R. Roberts, III (46)                       23,450(3)                            3.2
3030 Canton Highway
Ball Ground, Georgia  30107

Donald F. Stevens (56)                        25,000                               3.4
9295 E. Cherokee Drive
Canton, Georgia  30115

Edwin I. Swords, III (40)                     25,200(4)                            3.4
891 Ivey Drive
Canton, Georgia  30114

(b)  All Directors and Executive             199,750                              27.0
     Officers, as a Group
</TABLE>
------------------
*    Messrs. Burnette and Roberts are the only executive officers of the
     Company.

(1)  Includes 6,000 shares obtainable through the unexercised, vested portion of
     Mr. Burnette's nonqualified stock option.

(2)  Consists of 10,000 shares owned by Etowah Regional Medical Services PC 401K
     Profit Sharing Plan for which Mr. Early has voting and investment powers as
     trustee.

                                       20
<PAGE>

(3)  Consists of 1,700 shares owned jointly between Mr. Robert and his two minor
     children.

(4)  Consists of 200 shares owned by Swords and Swords, DDS, PC, Profit Sharing
     Plan for which Mr. Swords has voting and investment powers as trustee.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The Company and the Bank have banking and other business transactions in
the ordinary course of business with directors and officers of the Company and
the Bank, including members of their families or corporations, partnerships or
other organizations in which such directors and officers have a controlling
interest.  These transactions are on substantially the same terms (including
price, or interest rate and collateral) as those prevailing at the time for
comparable transactions with unrelated parties, and any banking transactions do
not involve more than the normal risk of collectibility or present other
unfavorable features to the Company and the Bank, and are on terms no less
favorable than could be obtained from an unaffiliated third party and are
approved by a majority of the directors, including a majority of the
disinterested directors.

                                       21
<PAGE>

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB

(a)  Exhibits

   Exhibit
   Number           Exhibit
   ------           -------

    3.1    Articles of Incorporation/(1)/

    3.2    Bylaws/(1)/

    4.1    Instruments Defining the Rights of Security Holders.  See Articles of
           Incorporation at Exhibit 3.1 hereto and Bylaws at Exhibit 3.2
           hereto

   10.1    Purchase and Sale Agreement (main office property), dated
           December 11, 1998/(1)/

   10.2*   Employment Agreement, dated as of January 1, 1999, among Cherokee
           Bank, N.A., Cherokee Banking Company and Dennis W. Burnette/(1)/

   10.3    Form of Cherokee Banking Company Organizers' Warrant Agreement/(1)/

   10.4    Escrow Agreement, dated as of April 1, 1999, among Cherokee Banking
           Company and The Bankers Bank/(1)/

   10.5    Construction Agreement dated September 29, 1999 by and between
           Cherokee Banking Company, Inc. and W. H. Bass, Inc.

   13.1    1999 Annual Report sent to security holders of Cherokee
           Banking Company

   22.1    Subsidiaries of Cherokee Banking Company

   24.1    Power of Attorney (appears on the signature pages to this
           Annual Report on 10-KSB)

   27.1    Financial Data Schedule (for SEC purposes only)

   99.1    2000 Proxy Statement sent to security holders of Cherokee
           Banking Company
-----------------
*      Compensatory plan or arrangement.

/(1)/  Incorporated herein by reference to exhibit of same number to the
       Company's Registration Statement on Form SB-2, Registration No.
       333-71571, filed March 18, 1999.

(b)  Reports on Form 8-K filed in the fourth quarter of 1999:  None.


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

     The Company's 1999 Annual Report to security holders is included in this
Annual Report on Form 10-KSB at exhibit 13.1, and the Company's Proxy Statement
for its annual meeting of shareholders is included in this Annual Report on Form
10-KSB at exhibit 99.1.

                                       22
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    CHEROKEE BANKING COMPANY



                                    By:    /s/ Dennis W. Burnette
                                           ----------------------
                                           Dennis W. Burnette
                                           President and Chief
                                           Executive Officer

                                    Date:  March 22, 2000



<PAGE>

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on
the signature page to this Report constitutes and appoints Dennis W. Burnette
and A. R. Roberts, III, his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his or
her name, place, and stead, in any and all capacities, to sign any and all
amendments to this Report, and to file the same, with all exhibits hereto, and
other documents in connection herewith with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
they might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
               Signature                                      Title                            Date
               ---------                                      -----                            ----
<S>                                      <C>                                              <C>
/s/ Dennis W. Burnette                   President and Chief Executive Officer,                   3/22/00
---------------------------------------  Director (Principal Executive Officer)
Dennis W. Burnette

/s/ William L. Early                     Director                                                 3/22/00
---------------------------------------
William L. Early

/s/ Albert L. Evans, Jr.                 Director                                                 3/22/00
---------------------------------------
Albert L. Evans, Jr.

/s/ J. Calvin Hill, Jr.                  Director                                                 3/22/00
---------------------------------------
J. Calvin Hill, Jr.

/s/ Roger M. Johnson                     Director                                                 3/22/00
---------------------------------------
Roger M. Johnson

/s/ J. David Keller                      Director                                                 3/22/00
---------------------------------------
J. David Keller

/s/ Wanda P. Roach                       Director                                                 3/22/00
---------------------------------------
Wanda P. Roach

/s/ A.R. Roberts, III                    Secretary, Director                                      3/22/00
---------------------------------------  (Principal Financial and Accounting Officer)
A. R. Roberts, III

/s/ Donald F. Stevens                    Director                                                 3/22/00
---------------------------------------
Donald F. Stevens

/s/ Edwin I. Swords, III                 Director                                                 3/22/00
---------------------------------------
Edwin I. Swords, III
</TABLE>


<PAGE>

                                 EXHIBIT INDEX
                                 -------------
<TABLE>
<CAPTION>

                                                                        Page Number in
Exhibit                                                                  Sequentially
Number                 Exhibit                                           Numbered Copy
-------                -------                                          --------------
<S>           <C>                                                        <C>
3.1           Articles of Incorporation/(1)/                                  N/A

3.2           Bylaws/(1)/                                                     N/A

4.1           Instruments Defining the Rights of Security Holders.            N/A
              See Articles of Incorporation at Exhibit 3.1 hereto and
              Bylaws at Exhibit 3.2 hereto

10.1          Purchase and Sale Agreement (main office property),             N/A
              dated December 11, 1998/(1)/

10.2*         Employment Agreement, dated as of January 1, 1999,              N/A
              among Cherokee Bank, N.A. , Cherokee Banking
              Company and Dennis W. Burnette/(1)/

10.3          Form of Cherokee Banking Company Organizers'                    N/A
              Warrant Agreement/(1)/

10.4          Escrow Agreement, dated as of April 1, 1999, among
              Cherokee Banking Company and The Bankers Bank/(1)/              N/A

10.5          Construction Agreement dated September 29, 2000 by and
              between Cherokee Banking Company, Inc. and W. H. Bass, Inc.     N/A

13.1          1999 Annual Report sent to security holders of Cherokee         N/A
              Banking Company

22.1          Subsidiaries of Cherokee Banking Company                        N/A

24.1          Power of Attorney (appears on the signature pages to            N/A
              this Annual Report on 10-KSB).

27.1          Financial Data Schedule (for SEC purposes only)                 N/A

99.1          2000 Proxy Statement sent to security holders of                N/A
              Cherokee Banking Company
</TABLE>
------------------------
*      Compensatory plan or arrangement.
/(1)/  Incorporated herein by reference to exhibit of same number to the
       Company's Registration Statement on Form SB-2, Registration No.
       333-71571, filed March 18, 1999.