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

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    FOR QUARTERLY PERIOD ENDED MARCH 31, 2000

                         COMMISSION FILE NUMBER 33-67528
                                                --------

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

            Georgia                                       58-1538862
------------------------------                     ------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

884 Elbert Street,
P.O. Box 430, Elberton, Georgia                            30635-0430
---------------------------------------                    ----------
(Address of principal executive offices)                   (Zip Code)


Issuer's telephone number, including area code: (706) 283-2854
                                                --------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes /X/ No  / /

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

   As of April 30, 2000 there were 768,000 shares of common stock outstanding.
   ---------------------------------------------------------------------------


<PAGE>



                                           PINNACLE FINANCIAL CORPORATION

                                                       INDEX
<TABLE>
<CAPTION>

                                                                                                          Page No.
                                                                                                          --------
<S>                                                                                                       <C>
PART I -     FINANCIAL INFORMATION

Item 1.  Financial Statements

                  Consolidated Balance Sheets at

                  March 31, 2000 and December 31, 1999                                                       1

                  Consolidated Statements of Income for the Three

                  Months ended March 31, 2000 and 1999                                                       2

                  Consolidated Statements of Cash Flows for the

                  Three Months Ended March 31, 2000 and 1999                                                 3

Item 2.    Managements Discussion and Analysis or Plan of Operation                                          5


PART II -      OTHER INFORMATION                                                                             11
</TABLE>




                                                         I

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                               PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                       CONSOLIDATED BALANCE SHEETS
                                   MARCH 31, 2000 AND DECEMBER 31, 1999
                                               (UNAUDITED)
<TABLE>
<CAPTION>

                                                                        March 31,          December 31,
                                                                          2000                  1999
                                                                     -------------         -------------
<S>                                                                  <C>                   <C>
Assets
------
       Cash and due from banks                                       $   9,282,127         $   9,418,050
       Federal funds sold                                                2,180,000               430,000

       Securities available for sale                                    95,719,244            95,100,720

       Loans, net of allowance for loan losses
            of $2,169,186 and $2,113,735, respectively                 160,344,589           154,270,583

       Premises and equipment                                            8,035,669             8,145,809
       Accrued interest receivable                                       2,655,490             2,678,597
       Other assets                                                      3,480,964             3,033,386
                                                                     -------------         -------------

            Total assets                                             $ 281,698,083         $ 273,077,145
                                                                     =============         =============


Liabilities
-----------
       Noninterest-bearing deposits                                  $  44,427,923         $  41,717,909
       Interest-bearing deposits                                       190,075,490           176,626,532
                                                                     -------------         -------------

            Total deposits                                             234,503,413           218,344,441

       Borrowings                                                        4,000,000            10,500,000
       Accrued interest and other liabilities                            4,594,946             5,771,902
                                                                     -------------         -------------

            Total liabilities                                          243,098,359           234,616,343
                                                                     -------------         -------------

Shareholders' Equity
--------------------
       Common stock, $10 par value; 5,000,000 shares
            authorized, 768,000 shares issued and outstanding            7,680,000             7,680,000
       Capital surplus                                                   7,280,000             7,280,000
       Retained earnings                                                25,367,140            25,060,148
       Accumulated other comprehensive income (loss)                    (1,727,416)           (1,559,346)
                                                                     -------------         -------------

            Total shareholders' equity                                  38,599,724            38,460,802
                                                                     -------------         -------------

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                    $ 281,698,083         $ 273,077,145
                                                                     =============         =============


                The accompanying notes are an integral part of these financial statements.
</TABLE>
                                                    1

<PAGE>
                               PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                    CONSOLIDATED STATEMENTS OF INCOME
                            FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                               (UNAUDITED)
<TABLE>
<CAPTION>


                                                                                YTD             YTD
                                                                             MARCH 31,        MARCH 31,
                                                                               2000             1999
                                                                            ----------        ----------
<S>                                                                         <C>               <C>
Interest Income
---------------
       Loans, including fees                                                $3,937,948        $3,509,840
       Securities available for sale                                         1,441,014         1,406,546
       Federal funds sold and other                                             20,940            95,782
                                                                            ----------        ----------

            Total interest income                                            5,399,902         5,012,168
                                                                            ----------        ----------

Interest Expense
----------------
       Deposits                                                              1,938,409         1,889,985
       Borrowings                                                              103,091                 0
                                                                            ----------        ----------

            Total interest expense                                           2,041,500         1,889,985
                                                                            ----------        ----------

NET INTEREST INCOME                                                          3,358,402         3,122,183
       Provision for loan losses                                                90,000            75,000
                                                                            ----------        ----------

            Net interest income after provision for loan losses              3,268,402         3,047,183
                                                                            ----------        ----------

Other Income
------------
       Service charges on deposit accounts                                     329,704           332,055
       Other service charges and fees                                          158,905           230,393
       Net realized gains on sales of securities available for sale                  0                 0
       Other income                                                             46,108            34,397
                                                                            ----------        ----------

            Total other income                                                 534,717           596,845
                                                                            ----------        ----------

Other Expenses
--------------
       Salaries and employee benefits                                        1,555,155         1,167,191
       Occupancy expense                                                       312,971           281,790
       Net realized losses on sales of securities available for sale            36,587                 0
       Other expenses                                                          750,614           455,053
                                                                            ----------        ----------

            Total other expenses                                             2,655,327         1,904,034
                                                                            ----------        ----------

Income before income taxes                                                   1,147,792         1,739,994
Income tax expense                                                             380,000           557,000
                                                                            ----------        ----------

NET INCOME                                                                  $  767,792        $1,182,994
                                                                            ==========        ==========

Net income per share of common stock                                        $     1.00        $     1.54
                                                                            ==========        ==========

Average shares outstanding                                                     768,000           768,000
                                                                            ==========        ==========

                The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                    2


<PAGE>



                               PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                            FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                               (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           MARCH 31,           MARCH 31,
                                                                             2000                 1999
                                                                        ------------         ------------
<S>                                                                     <C>                  <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income                                                              $    767,792         $  1,182,994
                                                                        ------------         ------------
Adjustments to reconcile net income to net
       cash provided by operating activities:
            Depreciation and amortization                                    150,158              147,579
            Provision for loan losses                                         90,000               75,000
            Net realized losses on securities available for sale              36,587                    0
            Net change in accrued interest and other assets                 (424,471)            (225,629)
            Net change in accrued expenses and other liabilities          (1,176,956)              31,096
                                                                        ------------         ------------
            Total adjustments                                             (1,324,682)              28,046
                                                                        ------------         ------------

Net cash provided by operating activities                                   (556,890)           1,211,040
                                                                        ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale                                 (6,167,822)          (9,154,900)
Proceeds from sales of securities available for sale                       3,417,325                    0
Proceeds from maturities, prepayments and calls
      of securities available for sale                                     1,927,316            7,867,863
Net change in loans                                                       (6,164,006)             729,790
Purchases of premises and equipment                                          (40,018)             (29,283)
                                                                        ------------         ------------

Net cash used by investing activities                                     (7,027,205)            (586,530)
                                                                        ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits                                                    16,158,972            1,373,960
Repayment of borrowings                                                  (12,500,000)                   0
Proceeds from borrowings                                                   6,000,000                    0
Cash dividends paid                                                         (460,800)            (422,400)
                                                                        ------------         ------------

Net cash provided by financing activities                                  9,198,172              951,560
                                                                        ------------         ------------

Net change in cash and cash equivalents                                    1,614,077            1,576,070
Cash and cash equivalents at January 1                                     9,848,050           17,233,914
                                                                        ------------         ------------

Cash and cash equivalents at March 31                                   $ 11,462,127         $ 18,809,984
                                                                        ============         ============

Interest paid                                                           $  1,948,587         $  1,971,274
                                                                        ============         ============

Income taxes paid                                                       $     55,686         $      1,303
                                                                        ============         ============


                The accompanying notes are an integral part of these financial statements.
</TABLE>

                                                    3


<PAGE>



                  PINNACLE FINANCIAL CORPORATION AND SUBSIDIARY
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999

(1)         Basis of Presentation
            ---------------------
            The  consolidated  financial  statements  include  the  accounts  of
Pinnacle  Financial  Corporation (the Company) and its  wholly-owned  commercial
bank subsidiary,  Pinnacle Bank, N.A. All significant intercompany accounts have
been eliminated in consolidation.

            In  the   opinion  of   management,   the   accompanying   unaudited
consolidated  financial  statements contain all adjustments  (consisting only of
normal recurring  adjustments) necessary for fair statements of the consolidated
financial  position and the results of operations of the Company for the interim
periods. Certain reclassifications have been made to the prior year presentation
to conform to the current year.  The results of operations  for the  three-month
period ended March 31, 2000 are not necessarily  indicative of the results which
may be expected for the entire year.

(2)         Cash and Cash Equivalents
            -------------------------
            For the purpose of  presentation in the  consolidated  statements of
cash  flows,  cash and cash  equivalents  include  cash and due from  banks  and
federal funds sold,  all of which mature within ninety days. The prior year cash
flow statement has been changed to be comparable to this presentation.

(3)         Income Taxes
            ------------
            Deferred income taxes assets and  liabilities  are determined  using
the liability (or balance sheet) method. Under this method, the net deferred tax
asset or  liability  is  determined  based on the tax  effects of the  temporary
differences  between the book and tax bases of the various  balance sheet assets
and liabilities and gives current recognition to changes in tax rates and laws.

(4)         Accounting for Impaired Loans
            -----------------------------
            A loan is considered impaired when, based on current information and
events,  it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of
the loan agreement. Impairment is measured on a loan by loan basis by either the
present value of expected future cash flows  discounted at the loan's  effective
interest  rate,  the loan's  obtainable  market price,  or the fair value of the
collateral if the loan in collateral dependent.  Loans having carrying values of
$770,000  as of March 31,  2000  have been  recognized  as  impaired.  The total
allowance for credit losses related to these impaired loans is $495,000.


                                       4
<PAGE>


ITEM 2.   MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN  OF OPERATION

Basis of Presentation
---------------------

            Management's   Discussion   and   Analysis  of  Pinnacle   Financial
Corporation  (hereinafter  "Pinnacle"  or the  "Company")  provides  information
regarding Pinnacle's financial condition as of March 31, 2000 and its results of
operations for the three months March 31, 2000 in comparison to the three months
ended March 31, 1999. The financial  condition and operating results of Pinnacle
are primarily  determined by its wholly-owned  subsidiary  bank,  Pinnacle Bank,
N.A. (hereinafter the "Bank").

            For a comprehensive  presentation of Pinnacle's  financial condition
and results of operations,  the following  analysis  should be viewed along with
other information  contained in this report,  including the unaudited  financial
statements and accompanying disclosures. All amounts throughout this section are
rounded to the nearest 1,000 dollars,  the nearest .1 million dollars and to the
nearest .1 percent to represent approximations of reported amounts.

Forward-looking Statements
--------------------------

            This  discussion  contains  forward-looking   statements  under  the
private  Securities  Litigation  Reform  Act  of  1995  that  involve  risk  and
uncertainties.  Although Pinnacle  believes that the assumptions  underlying the
forward-looking  statements  contained in the discussion are reasonable,  any of
the  assumptions  could be inaccurate,  and therefore,  no assurance can be made
that any of the forward-looking  statements in this discussion will be accurate.
Factors  that could cause  actual  results to differ from  results  discussed in
forward-looking  statements include, but are not limited to: economic conditions
(both generally and in the markets where the Company operates); competition from
other  providers  of  financial   services  offered  by  the  Bank;   government
regulations  and  legislation;  changes in interest  rates;  material  unforseen
changes in the financial stability and liquidity of the Bank's credit customers,
all of which are difficult to predict and which may be beyond the control of the
Company. Pinnacle undertakes no obligation to revise forward-looking  statements
to reflect events or changes after the date of this discussion or to reflect the
occurrence of unanticipated events.

Liquidity and Capital Resources
-------------------------------

            The  objective of  liquidity  management  is to maintain  cash flows
adequate  to  meet  immediate  and  ongoing  needs  of  credit  demand,  deposit
withdrawal,  maturing  liabilities and corporate  operating  expenses.  Pinnacle
seeks to meet liquidity requirements primarily through the management of federal
funds (both sold and  purchased)  and the investment  securities  portfolio.  At
March 31, 2000, 3.6% of the investment securities portfolio had maturity dates


                                       5
<PAGE>

within the next year and an additional 76.0% matures within the next five years.
All  investment  securities are classified as available for sale and may be sold
or used as a source of  collateralized  borrowings  in the event of a  liquidity
shortfall. Other sources of liquidity are payments on commercial and installment
loans and repayment of maturing  single payment  loans.  The Bank has short term
borrowing  relationships  with two correspondent  banks that could provide up to
$12.75  million  on  short  notice.  Additionally,   the  Bank  has  established
membership in the Federal Home Loan Bank of Atlanta (hereinafter the "FHLB") and
has  granted  a  blanket   floating   lien  on  its  mortgage   portfolio   that
collateralizes  up to $20 million of  borrowings  on a short or long term basis.
Pinnacle's  management  intends to  continue  to closely  monitor  and  maintain
appropriate levels of interest-bearing  assets and liabilities in future periods
so that  maturities of assets are such that adequate funds are available to meet
customer withdrawals and loan requests while net interest margins are maximized.

            Regulatory policy generally  requires the maintenance of a liquidity
ratio of 25%, which is generally defined as cash plus liquid investments divided
by deposits plus  borrowings due within one year. The desired level of liquidity
is determined by management based in part on Pinnacle's commitment to make loans
and an  assessment  of its ability to generate  funds.  At March 31,  2000,  the
liquidity ratio for Pinnacle was 36%.

            Management   continues  to  give  priority  to  the   importance  of
maintaining  high  levels  of  assets  with  interest  rate  sensitivity   while
attempting to minimize the amount of cash and overnight  investments  held. Cash
and cash  equivalents  increased  during  the  first  three  months of 2000 from
December 31, 1999 levels by $1.6 million  while  securities  available  for sale
increased by  approximately  $620,000  during the same time period.  The average
balance in these investment  securities  increased by approximately  $120,000 in
the current  quarter  compared to the quarter ended March 31, 1999.  The average
balance of federal funds sold during the first three months of 2000 and 1999 was
$1.4 million and $8.1 million,  respectively.  The decreased  federal funds sold
reflects management's closer monitoring of overnight investments.

            Total interest-bearing  assets increased by $8.4 million or 3.4% for
the current  period when compared with December 31, 1999.  Average net loans for
the bank increased  $16.6 million  (11.7%) to $157.8 million in the three months
ended March 31, 2000 from the same 1999 period. This increase reflects continued
growth in loan demand that began in the second half of 1999 and has continued in
the first quarter of 2000.

            The allowance for credit  losses is  established  by management at a
level  estimated to be adequate to absorb losses inherent in the loan portfolio.
The allowance  increased slightly to $2.2 million from $2.1 million at March 31,
2000 and December 31, 1999, respectively.  The Bank experienced loan charge-offs
of $108,000 in the three months ended March 31, 2000 compared to $103,000 in the
same period of 1999.  Net  charge-offs  amounted to $35,000 in 2000  compared to
$46,000 for the three  months  ended March 31, 1999.  The  allowance  for credit
losses represents 1.3% of total loans outstanding at March 31, 2000.


                                       6
<PAGE>

            The balance of Other Real Estate Owned  (included  in other  assets)
increased by $136,000  from December 31, 1999 to March 31, 2000 as the result of
foreclosing  on 3 properties  and  disposing of one property in the period.  The
accrual of interest has been discontinued on loans totaling $144,000 as of March
31, 2000  representing  .1% of total loans  compared to $49,000 at December  31,
1999.  Unrecorded  income on nonaccrual  loans for the first quarter of 2000 was
approximately  $4,000.  Non-accrual  loans at March 31, 2000 are  classified as:
real estate, $139,000 and unsecured loans, $5,000.

            Pinnacle continues to maintain a concentration of core deposits from
an established  customer base which provides a stable funding  source.  Deposits
increased  $16.2 million  (7.4%) to $234.5 million at March 31, 2000 from $218.3
million at December 31,  1999,  due  primarily  to unusual  decreases in deposit
balances  by a few large  customers  at the end of  calender  year  1999.  These
deposits  largely  returned  to the Bank in  January  and  February  2000.  This
activity  combined with growth  resulting from continued  economic  expansion in
Northeast  Georgia and more competitive  pricing of deposit products resulted in
the growth of the first quarter of 2000. Non-interest bearing deposits increased
$2.7 million to $44.4 million from December 31, 1999.  Interest bearing deposits
increased $13.5 million for the three months ended March 31, 2000.

            As indicated above,  Bank management  actively manages its liquidity
position and has obtained several sources of both secured and unsecured borrowed
funds.  These sources have allowed the bank to invest a higher percentage of its
funds in loans and investment securities that earn a higher yield than overnight
investments.  The Bank has continued to use both Federal Funds borrowed and FHLB
advances to meet short term liquidity needs. The bank repaid all $7.5 million of
the  short  term  FHLB  advances  that  existed  as of  December  31,  1999  and
subsequently  borrowed  another  $1  million.  Pinnacle  had  no  federal  funds
purchased as of March 31, 2000 but averaged  approximately  $700,000 outstanding
in such  borrowings  during  the first  quarter  of 2000.  The Bank  anticipates
continued use of these sources of funds to enhance its earnings while continuing
to monitor the maturities and interest rate risk of interest-bearing  assets and
liabilities.

            Shareholders'  equity  increased  $139,000 to $38.6 million at March
31, 2000 from $38.5 million at December 31, 1999. Net earnings  retained  during
the three  months  amounted to $307,000  while  equity  decreased  $168,000 as a
result of an increase in net unrealized losses on securities available for sale.
Dividends  declared and paid  increased by $38,400,  from $.55 per share to $.60
per share,  in the first  quarter of 2000  compared  to the same period in 1999.
Additionally,  $1.5 million of dividends declared in December 1999 (reflected in
other liabilities in the December 1999 balance sheet) were paid in January 2000.

            Pinnacle  continues to maintain  adequate  capital ratios (see "Risk
Based  Capital  Ratios" and  "Results of  Operations"  below for  discussion  of
dividend  levels.)  Pinnacle  maintained a level of capital,  as measured by its
average equity to average  assets ratio,  of 13.8% during the first three months
of 2000, compared to 15.3% for the year ended December 31, 1999.


                                       7
<PAGE>

            Management is not aware of any trends,  events or uncertainties that
are reasonably  likely to have a material effect on the registrant's  liquidity,
capital resources, or results of operation. Pinnacle is not aware of any current
recommendations  by the regulatory  authorities which, if they were implemented,
would have such an effect.  Loans  classified for  regulatory  purposes as loss,
doubtful,   substandard   or  special   mention  do  not  represent   trends  or
uncertainties which management  reasonably expects will materially impact future
operational trends.

Results of Operations
---------------------

            Pinnacle's operating results depend primarily on the earnings of the
Bank.  Its  earnings  depend  to a large  degree  on net  interest  income,  the
difference between the interest income received from investments (such as loans,
investment  securities,  federal funds sold, etc.) and the interest expense paid
on deposits and borrowings.

            Interest  income on interest  bearing  assets  increased by $387,000
from the same quarter in 1999 as an increase in average  yield from 8.2% to 8.5%
combined  with an  increase in average  earning  assets of almost $10 million to
enhance the revenues of Pinnacle. The increase in yield reflects the impact of a
general increase in interest rates during the year as well as a change in mix of
the assets of the Bank. As indicated above, the Bank invested significantly more
funds in higher  yielding  loans and less in low rate Federal  Funds sold in the
first  quarter  of 2000 as  compared  to 1999.  Interest  expense  increased  by
$152,000  from  the same  quarter  of 1999 as a result  of  increased  deposits,
increased borrowings,  and higher interest rates paid on deposits,  particularly
certificates  of deposit.  The average  cost of funds for the first  quarters of
2000 and 1999 were 3.5% and 3.4%,  respectively.  The  Bank's  cost of funds has
increased  in recent  months and is expected to continue to increase in the near
term as a result of increases in short term interest rates.  Net interest income
in the three months ended March 31, 2000 increased $236,000, or 7.6% as compared
to the same period for the  previous  year.  Management  continues to match rate
sensitive assets with rate sensitive liabilities in such a way that net interest
margins have increased from the same period in the prior year.

            The provision for credit losses is the charge to operating  expenses
that  management  believes is necessary to fund the allowance for credit losses.
The provision  reflects  management's  estimate of potential loan losses and the
creation of an allowance  adequate to absorb losses  inherent in the  portfolio.
Pinnacle  provided  $90,000 and $75,000  for loan losses in the  quarters  ended
March 31,  2000 and  1999,  respectively.  The  increased  provision  in 2000 is
largely the result of the increase in the loan portfolio during the period.

            Other income declined by $62,000 during the first quarter of 2000 as
compared to 1999.  This  decline is  attributed  to  declines  in mortgage  loan
originations  caused by  higher  mortgage  interest  rates;  the  income on this
origination  activity declined by $90,000 in the current quarter from 1999. This
decline was  somewhat  offset by  increases  in other  miscellaneous  sources of
revenue.


                                       8
<PAGE>

            Other  expenses for  Pinnacle  increased by $751,000 to $2.7 million
during the three  months  ended  March 31,  2000  compared  to $1.9 for the same
period in 1999. The majority of the increase in operating  expenses reflects two
nonrecurring  charges  recognized  by  Pinnacle.  The first item  relates to the
retirement  of the Bank's  president  that was announced in the first quarter of
2000. The Company recognized the expected payments to be made under the terms of
an employment  security  agreement  between the former president and the Bank as
compensation  expense in the amount of $237,000.  Payments  under the  agreement
will result in charges to the established liability account and will not have an
impact on future  earnings.  The second  charge is the result of an  unfavorable
ruling in a lawsuit  disclosed in previous  filings.  The court granted  Capital
Resource  Funding ("CRF") a motion for summary  judgement on its claim regarding
unlawful  conversion  of  assets.  While  the court did not rule on the issue of
damages,  Pinnacle  recorded  an  estimate of the  expected  loss.  In May 2000,
Pinnacle  has  reached  a  tentative  agreement  with CRF and has  agreed to pay
approximately $325,000, the amount of the established liability. Other increases
in expenses  during the period included  normal  increases in  compensation  and
related  expenses,  increased  occupancy  expenses,  and increased  professional
services.

            Pinnacle's  income tax expense  decreased  $177,000  for the quarter
compared  to the same  period  in the  previous  year as a result  of  decreased
taxable  income.  The  effective  income tax rate during the quarter of 33.0% is
higher than the 32.0% in 1999 primarily as a result of higher state income taxes
due to lower tax exempt security income.

            Results of operations can be measured by various ratio analyses. Two
widely recognized performance indicators are return on average equity and return
on average  assets.  Net income during the three months ended March 31, 2000 was
$0.8 million and represents  annualized returns of 8.0% on average shareholders'
equity and 1.1% on average assets.  Comparable amounts during the same period of
1999 were $1.2 million, 11.6% and 1.8%, respectively.

Year 2000
---------

            The  Bank  did  not  experience  any  material  disruptions  in  its
operations or activities as a result of the so-called  "Year 2000" problem.  The
Bank did not incur material  expenses in correcting  perceived or suspected Year
2000 problems.  In addition,  the Bank is not aware that any of its suppliers or
customers  has  experienced  any material  disruptions  in their  operations  or
activities.  The Bank does not  expect to  encounter  any such  problems  in the
foreseeable future, although it continues to monitor its computer operations for
signs or indications of such problem.


                                       9
<PAGE>

The following tables present Pinnacle's regulatory capital position at March 31,
2000:

                        (Rounded to the nearest thousand)

<TABLE>
<CAPTION>
<S>                                                     <C>                 <C>
Total Risk Adjusted Assets                              $184,050

Risk Based Capital Ratios:

TIER 1 CAPITAL
     Common stock                                       $  7,680            4.17%
     Surplus                                               7,280            3.96%
     Retained Earnings                                    25,367           13.78%
                                                        --------        --------
     Total Tier 1 capital                                 40,327           21.91%
     Tier 1 minimum requirement                            7,362            4.00%
                                                        --------        --------
     Excess (shortfall)                                 $ 32,965           17.91%
                                                        ========        ========

TIER 2 CAPITAL
     Tier 1 from above                                  $ 40,327           21.91%
     Allowance for loan losses, limited to 1.25%
        of risk weighted assets                            2,169            1.25%
                                                        --------        --------
     Total Tier 2 capital                                 42,496           23.16%
     Tier 2 minimum requirement                           14,724            8.00%
                                                        --------        --------
     Excess (shortfall)                                 $ 27,772           15.16%
                                                        ========        ========

LEVERAGE RATIO
     Tier 1 capital                                     $ 40,327           14.44%
     Minimum requirement                                  11,172            4.00%
                                                        --------        --------
     Excess (shortfall)                                 $ 29,155           10.44%
                                                        ========        ========

Average total assets, net of goodwill                   $279,300
                                                        ========
</TABLE>



                                       10
<PAGE>

                         PINNACLE FINANCIAL CORPORATION

                                     PART II

                                OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            Pinnacle Bank,  N.A. is a defendant in a lawsuit  brought by Capital
Resource  Funding in U.S.  District  Court for the Middle  District  of Georgia,
filed in March 1997, File No.  3;97-C-116 (HL) that alleges unlawful  conversion
of assets and seeks  damages of $270,000 plus  interest,  attorney's  fees,  and
punitive  damages.  The Court has granted CRF's motion for summary judgement and
Pinnacle has recorded its estimate of the ultimate  loss.  In May 2000,  the two
parties reached a tentative  settlement and Pinnacle agreed to pay approximately
$325,000,  the  amount  of the  established  liability.  Legal  costs  are being
expensed as incurred.

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

            On  March  14,  2000  the  Registrant  held its  annual  meeting  of
Shareholders  where the following  directors were elected at the meeting for one
year terms:

             L. Jackson McConnell                        James E. Purcell ***
             Lint W. Eberhardt                           Maurice Bond **
             L. Jackson McConnell, Jr.                   Steve Williams
             Robert H. Hardy **                          H. Thomas Brown
             Robert E. Lee, III**                        J. Daniel McAvoy
             Don C. Fortson

            668,745  Shares (87% of eligible  shares)  were cast.  The ** symbol
after a  director's  name  indicates  that 1,248  shares (less than 1%) voted in
opposition to their  election.  The *** symbol after a director's name indicates
that 4,448 votes (less than 1%) voted in opposition to his election.  All others
received  favorable  votes on all ballots cast.  There were no broker  non-votes
cast.

ITEM 27.     EXHIBITS AND REPORTS ON FORM 8-K

             Exhibit 27 - Financial Data Schedule (for SEC use only).


                                       11
<PAGE>
                                   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 FINANCIAL CORPORATION

Date: May 10, 2000                        By: /s/ L. Jackson McConnell
      ------------                            ------------------------
                                                 L. Jackson McConnell
                                            Chairman and Chief Executive Officer
                                                (Principal Executive Officer)

Date: May 10, 2000                        By: /s/ L. Jackson McConnell, Jr.
      ------------                            -----------------------------
                                                 L. Jackson McConnell, Jr.
                                                       President

                                       12