<PAGE>

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

                                        FORM 10-KSB

(Mark One)

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

                        For the fiscal year ended December 31, 1999
                                            OR

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

                             Commission File Number: 000-23909

                              PINNACLE BANKSHARES CORPORATION
                      (Name of small business issuer in its charter)

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


            P.O. Box 29
       Altavista, Virginia 24517                         24517-0029
------------------------------------                     ----------
   (Address of principal executive offices)               (ZIP CODE)

Issuer's telephone number (804) 369-3000
                          --------------

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

Securities registered pursuant to Section 12(g) of the Act:

                               Common Stock, par value $3.00
                               -----------------------------
                                     (Title of Class)

         Check whether the issuer (1) has 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____

         Check if  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
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]

         State issuer's revenues for its most  recent  fiscal year:  $11,881,000
                                                                     -----------

         The aggregate market value of the voting stock held by nonaffiliates as
of February 8, 2000: $24,843,000
                    -------------

The number of shares  outstanding of Common Stock as of March 10, 1999:  720,096
                                                                         -------
Shares
------




                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's  1999 Annual Report to Shareholders is incorporated
in Part II of this report  which is attached  hereto as Exhibit 13.  Portions of
the Proxy Statement for the Company's  Annual Meeting of Shareholders to be held
on April 11, 2000 are incorporated in Part III of this report.



Transitional small business disclosure format: Yes    No x .
                                                  ---   ---
<PAGE>

                              PINNACLE BANKSHARES CORPORATION
                              1999 FORM 10-KSB ANNUAL REPORT
                                     TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                          PART I

Item 1.  Description of Business                                              3
                           General Development of Business
                           Competition
                           Supervision and Regulation
                           Employees
Item 2.  Description of Property                                              7
Item 3.  Legal Proceedings                                                    7
Item 4.  Submission of Matters to a Vote of Security Holders                  7

                                          PART II

Item 5.  Market for Common Equity and Related Stockholder Matters             8
Item 6.  Management's Discussion and Analysis or Plan of Operation            8
Item 7.  Financial Statements                                                 8
Item 8.  Changes in and Disagreements with Accountants on Accounting
                           and Financial Disclosure                           8

                                         PART III

Item 9.  Directors, Executive Officers, Promoters and
         Control Persons; Compliance with Section 16(a)
         of the Exchange Act                                                  8
Item 10. Executive Compensation                                               8
Item 11. Security Ownership of Certain Beneficial Owners
         and Management                                                       8
Item 12. Certain Relationships and Related Transactions                       8
Item 13. Exhibits and Reports on Form 8-K                                     9

SIGNATURES                                                                   10

Index to Attached Exhibits                                                   11
<PAGE>

                                          PART I

Item 1.  Description of Business.
---------------------------------

General Development of Business

         Pinnacle   Bankshares   Corporation,   a  Virginia   corporation   (the
"Company"),  was organized in 1997 and is  registered as a bank holding  company
under  the Bank  Holding  Company  Act of  1956,  as  amended.  The  Company  is
headquartered in Altavista,  Virginia.  The Company conducts all of its business
activities  through  offices  of its  wholly-owned  subsidiary  bank,  The First
National Bank of Altavista (the "Bank").  The Company  exists  primarily for the
purpose  of holding  the stock of its  subsidiary,  the Bank,  and of such other
subsidiaries  as it may  acquire  or  establish.  The  Company's  administrative
offices are located at 622 Broad Street, Altavista, Virginia.

         The Bank was  organized as a national  bank in 1908 and  commenced  its
general  banking  operations  in  December of that year,  providing  services to
commercial and  agricultural  businesses and  individuals in the Altavista area.
With an  emphasis on personal  service,  the Bank today  offers a broad range of
commercial and retail banking products and services including checking,  savings
and time deposits, individual retirement accounts, merchant bankcard processing,
residential and commercial  mortgages,  home equity loans,  consumer installment
loans,  agricultural loans,  investment loans, small business loans,  commercial
lines of credit and letters of credit.

         The Bank serves a trade area consisting  primarily of southern Campbell
County,  northern  Pittsylvania  County and  southeastern  Bedford  County  from
facilities located in the Town of Altavista.  In October,  1998, a mortgage loan
production office was opened in Forest,  Virginia.  The Airport Branch facility,
located just outside the  Lynchburg  city limits,  opened in June,  1999.  These
offices were opened to better serve the Lynchburg and northern  Campbell  County
area.

         The Bank owns two wholly-owned subsidiaries.  FNB Property Corp., which
is incorporated  under the laws of the  Commonwealth of Virginia,  was formed to
hold title to Bank  premises  real  estate.  First  Properties,  Inc.,  which is
incorporated under the laws of the Commonwealth of Virginia,  was formed to hold
title to other real estate owned.

Competition

         In  general,  the  banking  business  in  central  Virginia  is  highly
competitive with respect to both loans and deposits and is dominated by a number
of major  banks which have  offices  operating  throughout  the state and in the
Company's market area. The Company  actively  competes for all types of deposits
and loans with other banks and with nonbank  financial  institutions,  including
savings  and loan  associations,  finance  companies,  credit  unions,  mortgage
companies, insurance companies and other lending institutions.

         Institutions  such as brokerage  firms,  credit card companies and even
retail establishments offer alternative investment vehicles such as money market
funds and traditional banking services. Other entities (both public and private)
seeking  to raise  capital  through  the  issuance  and  sale of debt or  equity
securities  also represent a source of competition  for the Company with respect
to acquisition of deposits. Among the advantages which the major banks have over
the Company are their ability to finance extensive  advertising campaigns and to
allocate  their  investment  assets to regions of highest yield and demand,  and
over a more diverse geographic area.  Although major banks have some competitive
advantages over small independent banks, the Bank has actively tried to make the
loss of local independent banks a competitive  advantage by soliciting customers
who prefer the personal service offered by the Bank.

         The  Company  does not have a  dependency  upon a  single  customer  or
industry,  the loss of which would have a material  adverse effect.  The Company
believes  the prompt  response to lending  requests  is a positive  contributing
factor to the Company's  competitive  position in its area. The accessibility of
senior  management to customers and local  decision-making  also distinguish the
Company from other financial institutions.

         In order  to  compete  with the  other  financial  institutions  in its
primary  service area, the Company  relies  principally  upon local  promotional
activities,   personal  contact  by  its  officers,  directors,   employees  and
stockholders and specialized services that it offers to customers. The Company's
promotional  activities  emphasize  the  advantages of dealing with a local bank
attuned to the particular needs of the community.
<PAGE>

Regulation and Supervision

         The following  discussion of statutes and regulations is only a summary
and does not  purport  to be  complete.  This  discussion  is  qualified  in its
entirety by reference  to such  statutes and  regulations.  No assurance  can be
given that such statutes or regulations will not change in the future.

         General. The Company is subject to the periodic reporting  requirements
of the  Securities  and Exchange Act of 1934, as  amended(the  "Exchange  Act"),
which include, but are not limited to, the filing of annual, quarterly and other
reports with the Securities and Exchange Commission (the "SEC").

         The Company is a bank  holding  company  within the meaning of the Bank
Holding  Company  Act,  and is  registered  as such with and is  subject  to the
supervision of the Federal  Reserve Bank of Richmond (the "FRB").  Generally,  a
bank holding company is required to obtain the approval of the FRB before it may
acquire all or  substantially  all of the assets of any bank,  or  ownership  or
control  of the  voting  shares  of any bank if,  after  giving  effect  to such
acquisition of shares,  the bank holding  company would own or control more than
5% of the voting  shares of such bank.  The FRB's  approval is also required for
the merger or consolidation of bank holding companies.

         The Company is required to file  reports  with the FRB and provide such
additional information as the FRB may require. The FRB also has the authority to
examine  the  Company  and the Bank,  as well as any  arrangements  between  the
Company and the Bank,  with the cost of any such  examination to be borne by the
Company.

         Banking  subsidiaries  of bank  holding  companies  are also subject to
certain  restrictions  imposed by Federal  law in  dealings  with their  holding
companies and other affiliates. Subject to certain restrictions set forth in the
Federal Reserve Act, a bank can loan or extend credit to an affiliate,  purchase
or invest in the securities of an affiliate,  purchase  assets from an affiliate
or issue a guarantee,  acceptance or letter of credit on behalf of an affiliate;
provided that the aggregate  amount of the above  transactions of a bank and its
subsidiaries does not exceed 10% of the capital stock and surplus of the bank on
a per affiliate  basis or 20% of the capital stock and surplus of the bank on an
aggregate  affiliate basis. In addition,  such transactions must be on terms and
conditions  that are  consistent  with safe and sound banking  practices and, in
particular,  a bank and its  subsidiaries  generally  may not  purchase  from an
affiliate a  low-quality  asset,  as defined in the Federal  Reserve  act.  Such
restrictions  also prevent a bank holding company and its other  affiliates from
borrowing from a banking subsidiary of the bank holding company unless the loans
are secured by marketable collateral of designated amounts. Further, the Company
and its subsidiary are prohibited  from engaging in certain tie-in  arrangements
in  connection  with any  extension  of  credit,  sale or lease of  property  or
furnishing of services.

         A bank  holding  company is  prohibited  from  engaging in or acquiring
direct or indirect  ownership or control of more than 5% of the voting shares of
any company engaged in nonbanking activities. One of the principal exceptions to
this prohibition is for activities found by the FRB by order or regulation to be
so closely  related to banking or managing or controlling  banks as to be proper
incident thereto. In making these determinations,  the FRB considers whether the
performance of such activities by a bank holding company would offer  advantages
to the public which outweigh possible adverse effects.

         As a national bank, the Bank is subject to regulation,  supervision and
regular   examination  by  the  Office  of  the   Comptroller  of  the  Currency
("Comptroller").  Each  depositor's  account  with  the Bank is  insured  by the
Federal  Deposit  Insurance  Corporation  (the  "FDIC")  to the  maximum  amount
permitted by law, which is currently $100,000 for each insured deposit. The Bank
is also subject to certain  regulations  promulgated  by the FRB and  applicable
provisions  of Virginia  law,  insofar as they do not  conflict  with or are not
preempted by Federal banking law.

         The  regulations  of the FDIC,  the  Comptroller  and FRB  govern  most
aspects of the  Company's  business,  including  deposit  reserve  requirements,
investments,  loans, certain check clearing activities,  issuance of securities,
payment of  dividends,  branching,  deposit  interest rate ceilings and numerous
other  matters.  As a  consequence  of the  extensive  regulation  of commercial
banking  activities in the United States, the Company's business is particularly
susceptible to changes in state and Federal  legislation and regulations,  which
may  have  the  effect  of  increasing  the  cost of  doing  business,  limiting
permissible activities or increasing competition.
<PAGE>

         Governmental  Policies  and  Legislation.  Banking is a  business  that
depends primarily on rate differentials.  In general, the difference between the
interest rates paid by the Company on its deposits and its other  borrowings and
the interest  rates  received by the Company on loans  extended to its customers
and  securities  held  in its  portfolio,  comprise  the  major  portion  of the
Company's  net revenues.  These rates are highly  sensitive to many factors that
are beyond the Company's control. Accordingly, the Company's growth and earnings
are subject to the  influence  of  domestic  and  foreign  economic  conditions,
including inflation, recession and unemployment.

         The  commercial  banking  business  is  affected  not  only by  general
economic conditions,  but is also influenced by the monetary and fiscal policies
of the Federal government and the policies of regulatory agencies,  particularly
the FRB. The FRB implements  national monetary policies (with objectives such as
curbing inflation and combating recession) by its open-market operations in U.S.
Government securities, by adjusting the required level of reserves for financial
institutions  subject to its reserve  requirements  and by varying the  discount
rates  applicable to borrowings by depository  institutions.  The actions of the
FRB in these areas influence the growth of bank loans, investments and deposits,
and also affect interest rates charged on loans and paid on deposits. The nature
and impact of any future changes in monetary policies cannot be predicted.

         From time to time,  legislation  is  enacted  which  has the  effect of
increasing  the  cost of  doing  business,  limiting  or  expanding  permissible
activities  or  affecting  the  competitive  balance  between  banks  and  other
financial  institutions.  Proposals to change the laws and regulations governing
the operations and taxation of bank holding companies, banks and other financial
institutions  are frequently made in Congress,  in the Virginia  Legislature and
before various bank holding company and bank regulatory agencies. The likelihood
of any major  changes and the impact such changes  might have are  impossible to
predict.  Certain of the potentially significant changes which have been enacted
recently  by  Congress  or  various  regulatory  or  professional  agencies  are
discussed below.

         Capital  Requirements.  The FRB,  the  Comptroller  and the  FDIC  have
adopted  risk-based  capital adequacy  guidelines for bank holding companies and
banks. The risk-based capital adequacy guidelines establish a risk-based capital
ratio  based on the  overall  risk of the  entity  determined  by (I)  assigning
weighted  risks to each  balance  sheet  asset  and  certain  off-balance  sheet
commitments  and (II)  adding up all of the  weighted  risks of all  assets  and
includable   off-balance  sheet  commitments  to  obtain  the  total  risk.  The
guidelines  generally  require banks to maintain a total  qualifying  capital to
weighted risk assets level of 8% (the "Risk-based  Capital Ratio"). Of the total
8%, at least 4% of the total  qualifying  capital to  weighted  risk assets (the
"Tier 1 Risk-based  Capital  Ratio")  must be Tier 1 or core capital  consisting
primarily of equity stock. Tier 2 capital,  which is to make up the remainder of
total capital, consists of (I) loan loss allowance, up to 1.25% of weighted risk
assets (II) mandatory  convertible  debentures and (III) other forms of capital.
Qualified  preferred  capital stock may be considered  core capital up to 25% of
all core capital elements.

         The  FRB,  the   Comptroller   and  the  FDIC  have  adopted   leverage
requirements  that apply in addition  to the  risk-based  capital  requirements.
Under  these  requirements,  bank  holding  companies  and bank are  required to
maintain  core  capital of at least 3% of their assets (the  "Leverage  Ratio").
However,  an institution may be required to maintain core capital of at least 4%
or 5%, or possibly higher, depending upon the activities, risks, rate of growth,
and other factors deemed material by regulatory authorities.  As of December 31,
1999, the Company and Bank both met all applicable capital  requirements imposed
by  regulation.  See  "Item 6.  Management's  Discussion  and  Analysis--Capital
Resources."

         Dividends.  There are regulatory  restrictions on dividend  payments by
both the Bank and the  Company  that may  affect  the  Company's  ability to pay
dividends on its Common Stock. See "Item 5. Market for Common Equity and Related
Stockholder Matters."

         Federal  Deposit  Insurance  Corporation  Improvement  Act of 1991.  On
December 19, 1991, the Federal Deposit Insurance Corporation  Improvement Act of
1991  ("FDICIA") was signed into law.  FDICIA is an omnibus  banking reform bill
which  added new  regulation  and made  changes in  existing  regulation  of the
operations,  procedures and regulatory reporting of insured  institutions,  bank
holding companies and affiliates.  Among other things,  FDICIA  establishes five
<PAGE>

capital  categories  applicable  to  insured  institutions,  each with  specific
regulatory  consequences.  If the appropriate Federal banking agency determines,
after notice and an opportunity for hearing,  that an insured  institution is in
an unsafe or unsound  condition,  it may reclassify the  institution to the next
lower capital category (other than critically  undercapitalized) and require the
submission of a plan to correct the unsafe or unsound condition. The Comptroller
has issued regulations (the "Prompt Corrective Action  Regulation") to implement
these provisions. Under the regulations, the categories are:

         a. Well  Capitalized -- The  institution  exceeds the required  minimum
level for each relevant capital measure.  A well capitalized  institution is one
(I) having a Risk-based  Capital  Ratio of 10% or greater,  (II) having a Tier 1
Risk-based  Capital Ratio of 6% or greater,  (III) having a Leverage Ratio of 5%
or greater and (IV) not being subject to any order or written  directive to meet
and maintain a specific capital level for any capital measure.

         b. Adequately Capitalized -- The institution meets the required minimum
level for each relevant  capital  measure.  No capital  distribution may be made
that would result in the institution  becoming  undercapitalized.  An adequately
capitalized  institution  is one (I) having a Risk-based  Capital Ratio of 8% or
greater,  (II) having a Tier 1 Risk-based Capital Ratio of less than 4% or (III)
having a Leverage Ratio of 4% or greater or a Leverage Ratio of 3% or greater if
the institution is rated composite 1 under the CAMEL rating system.

         c.  Undercapitalized  -- The  institution  fails to meet  the  required
minimum level for any relevant capital measure. An undercapitalized  institution
is one (I) having a  Risk-based  Capital  Ratio of less than 8% or (II) having a
Tier 1 Risk-based Capital Ratio of less than 4% or (III) having a Leverage Ratio
of less than 4%, or if the  institution  is rated a  composite 1 under the CAMEL
rating system, a Leverage Ratio of less than 3%.

         The  appropriate   Federal  banking  agency  must  closely  monitor  an
undercapitalized  institution  and the  institution  must  submit an  acceptable
capital restoration plan. Each company having control over the  undercapitalized
institution  must provide a limited  guarantee that the institution  will comply
with its capital restoration plan. Except under limited circumstances consistent
with an accepted capital restoration plan, an  undercapitalized  institution may
not grow. An undercapitalized  institution may not acquire another  institution,
establish additional branch offices or engage in any new line of business unless
determined by the  appropriate  Federal  banking agency to be consistent with an
accepted  capital  restoration  plan or the FDIC  determines  that the  proposed
action will further the purpose of prompt  corrective  action.  The  appropriate
Federal  banking  agency  may take any  action  authorized  for a  significantly
undercapitalized  institution if an undercapitalized institution fails to submit
an  acceptable  capital  restoration  plan or fails in any  material  respect to
implement a plan accepted by the agency.

         An insured  depository  institution  may not pay a management  fee to a
bank holding  company  controlling  that  institution or any other person having
control of the institution if, after making the payment, the institution,  would
be  undercapitalized.   In  addition,  an  institution  cannot  make  a  capital
distribution,  such as a dividend or other  distribution  that is in substance a
distribution  of capital to the owners of the  institution  if following  such a
distribution the institution would be undercapitalized. Thus, if payment of such
a  management  fee or the  making  of  such  would  cause  the  Bank  to  become
undercapitalized, it could not pay a management fee or dividend to the Company.

         d. Significantly  Undercapitalized  -- The institution is significantly
below  the  required  minimum  level  for  any  relevant   capital  measure.   A
significantly  undercapitalized  institution  is one  (I)  having  a  Risk-based
Capital  Ratio of less than 6% or (II) having a Tier 1 Risk-based  Capital Ratio
of less than 4% or (III) having a Leverage Ratio of less than 3%.

         e.  Critically  Undercapitalized  -- The  institution  fails  to meet a
critical  capital  level  set by  the  appropriate  Federal  banking  agency.  A
critically undercapitalized institution is one having a ratio of tangible equity
to total assets that is equal to or less than 2%.

         As of December 31, 1999, the Company was considered "well  capitalized"
and the  Bank was  considered  "well  capitalized."  See  "Item 6.  Management's
Discussion and Analysis--Capital Resources."
<PAGE>

         An institution which is classified as adequately  capitalized or higher
may not pay a management fee to its holding company or other controlling  person
or make capital  distributions  which in either case,  would cause it to be less
than adequately capitalized.

         An institution which is less than adequately  capitalized must adopt an
acceptable  capital  restoration  plan,  is  subject  to  increased   regulatory
oversight,  and is  increasingly  restricted  in the  scope  of its  permissible
activities.  A critically  undercapitalized  institution  is subject to having a
receiver  or  conservator  appointed  to manage its  affairs and for loss of its
charter to conduct banking activities.

         Deposit  Insurance  Assessments.  FDICIA  also  requires  the  FDIC  to
implement a risk-based  assessment system in which the insurance premium relates
to the probability that the deposit insurance fund will incur a loss and directs
the FDIC to set semi-annual  assessments in an amount  necessary to increase the
reserve  ratio of the Bank  Insurance  Fund  (the  "BIF")  to at least  1.25% of
insured  deposits or a higher  percentage  as  determined to be justified by the
FDIC

         The  FDIC  has  promulgated   implementing  regulations  that  base  an
institution's  risk  category  partly  upon  whether  the  institution  is  well
capitalized  ("1"),   adequately  capitalized  ("2")  or  less  than  adequately
capitalized  ("3"), as defined under the Prompt  Corrective  Action  Regulations
described above. In addition, each insured depository institution is assigned to
one of three "supervisory  subgroups." Subgroup "A" institutions are financially
sound  institutions  with  few  minor  weaknesses,   subgroup  "B"  institutions
demonstrate  weaknesses  which,  if not  corrected,  could result in significant
deterioration  and  subgroup "C"  institutions  are those as to which there is a
substantial  probability that the FDIC will suffer a loss in connection with the
institution  unless  effective action is taken to correct the areas of weakness.
Based  on  the  current   capital   levels  the  Company  is  categorized  as  a
well-capitalized institution.

Employees

         As of December 31, 1999,  the Company had 57 full-time  employees.  The
Company's Management believes that its employee relations are satisfactory.

Item 2.  Description of Property.
-------  ------------------------

         The Company's  headquarters are located at 622 Broad Street in downtown
Altavista, Virginia, which is owned and occupied principally by the Bank.

         The  Vista  Branch,  located  at  1301 N.  Main  Street  in  Altavista,
Virginia, consists of a single-story building owned by the Bank.

         First  National  Mortgage,  located  at 17841  Forest  Road in  Forest,
Virginia, consists of a single-story building leased by the Bank.

         The Airport  Branch,  located at 14580  Wards Road in Campbell  County,
Virginia, consists of a single-story building owned by the Bank.

         The Company maintains comprehensive general liability and casualty loss
insurance  covering  its  properties  and  activities  conducted in or about its
properties. The Company believes such insurance provides adequate protection for
liabilities  or losses  which might arise out of the  ownership  and use of such
properties.

Item 3.  Legal Proceedings.
-------  ------------------

         The Company is not involved in any pending legal proceedings other than
nonmaterial proceedings arising in the ordinary course of its business.

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

         No matters  were  submitted  to a vote of security  holders  during the
fourth quarter of the Company's fiscal year ended December 31, 1999.
<PAGE>

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.
-------  ---------------------------------------------------------


         The  information  contained  on page 52 of the 1999  Annual  Report  to
Shareholders,   under  the  caption,  "Market  for  Common  Equity  and  Related
Stockholder Matters", is incorporated herein by reference.

Item 6.  Management's Discussion and Analysis or Plan of Operation.
-------  ----------------------------------------------------------

         The information  presented under the caption  "Management's  Discussion
and  Analysis  of  Financial  Condition  and Results of  Operations"  on pages 4
through 20 of the 1999 Annual Report to Shareholders  is incorporated  herein by
reference.

Item 7.  Financial Statements.
-------  ---------------------

         The  consolidated  financial  statements  of  the  Registrant  and  its
subsidiary  and  independent  auditors'  report  thereon  contained  on pages 21
through 49 of the 1999 Annual Report to Shareholders are incorporated  herein by
reference.


Item 8.  Changes in and Disagreements with Accountants on Accounting
-------  -----------------------------------------------------------

         and Financial Disclosure.
         -------------------------

         None.


                                    PART III


         Except as otherwise indicated,  information called for by the following
items under Part III is contained in the Proxy  Statement for the Company's 2000
Annual Meeting of Shareholders  ("Proxy Statement") mailed to Shareholders on or
about March 10, 2000.

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
--------------------------------------------------------------------------------
                  with Section 16(a) of the Exchange Act.
                  --------------------------------------

         In response to this item,  Registrant hereby incorporates by references
the section  entitled  "Election  of  Directors,"  at page 2 thru 5 of the Proxy
Statement for the Annual Meeting of  Shareholders  to be held on April 11, 2000.
The  Registrant   hereby   incorporates   by  reference  the  section   entitled
"Officers-Pinnacle  Bankshares Corporation," as set forth on page 50 of the 1999
Annual Report to Shareholders.  The Registrant hereby  incorporates by reference
the Section 16(a)  Beneficial  Ownership  Reporting  Compliance at page 8 of the
Proxy Statement.

Item 10. Executive Compensation.
-------  ----------------------

         Information on Executive  Compensation is contained on pages 5 through
7 of the Proxy Statement and is incorporated herein by reference.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
-------  ----------------------------------------------------------------

         Information  on Security  Ownership  of Certain  Beneficial  Owners and
Management  is  contained  on pages 2 through 4 of the  Proxy  Statement  and is
incorporated herein by reference.

Item 12. Certain Relationships and Related Transactions.
-------  -----------------------------------------------

         Information  on  Certain  Relationships  and  Related  Transactions  is
contained  on  page 5 of the  Proxy  Statement  and is  incorporated  herein  by
reference.

Item 13. Exhibits and Reports on Form 8-K
-------  --------------------------------

    (a)  Exhibits List

         Exhibit 13-1999 Annual Report to Shareholders(Such report except to the
<PAGE>

extent incorporated herein by reference,  is being furnished for the information
of the  Commission  only and is not deemed to be filed as part of this report on
Form 10-KSB.)

   Exhibit 23-Consent of KPMG LLP to  incorporation  by reference of independent
         auditors'  report  incorporated by reference in this Form 10-KSB,  into
         registrant's  registration  statement  on  Form  S-8  and  registration
         statement on Form S-3.

   Exhibit 27-Financial Data Schedule

         (b)      Reports on Form 8-K

                  No reports on Form 8-K were filed during the fourth quarter of
                  the Company's fiscal  year  ended  December 31, 1999.
<PAGE>

                                        SIGNATURES


In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                         PINNACLE BANKSHARES CORPORATION


MARCH 14, 2000                      /s/ Robert H. Gilliam, Jr.
--------------------               ---------------------------
Date                               Robert H. Gilliam Jr., President and
                                   Chief Executive Officer



MARCH 14, 2000                      /s/ Dawn P. Crusinberry
--------------------                ------------------------
Date                                Dawn P. Crusinberry, Secretary,
                                    Treasurer and Chief Financial Officer



         In accordance  with the  Securities  Exchange Act, 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/A. Willard Arthur                        Director                           March 14, 2000
--------------------------
A. Willard Arthur

/s/Alvah P. Bohannon, III                   Director                           March 14, 2000
--------------------------
Alvah P. Bohannon, III

/s/James E. Burton, IV                      Director                           March 14, 2000
--------------------------
James E. Burton, IV

/s/John P. Erb                              Director                           March 14, 2000
--------------------------
John P. Erb

/s/Robert L. Finch                          Director                           March 14, 2000
--------------------------
Robert L. Finch

/s/Robert H. Gilliam, Jr.                   President, Chief Executive         March 14, 2000
--------------------------                  Officer and Director
Robert H. Gilliam, Jr.

/s/R.B. Hancock, Jr.                        Director                           March 14, 2000
--------------------------
R.B. Hancock, Jr.

/s/James P. Kent, Jr.                       Director                           March 14, 2000
--------------------------
James P. Kent, Jr.

/s/Warren G. Lowder                         Director                           March 14, 2000
--------------------------
Warren G. Lowder

/s/Percy O. Moore                           Director                           March 14, 2000
--------------------------
Percy O. Moore

/s/Herman P. Rogers, Jr.                    Director                           March 14, 2000
--------------------------
Herman P. Rogers, Jr.

/s/Carroll E. Shelton                       Vice President and Director        March 14, 2000
--------------------------
Carroll E. Shelton

/s/John L. Waller                           Director                           March 14, 2000
--------------------------
John L. Waller


</TABLE>
<PAGE>

                           INDEX TO ATTACHED EXHIBITS



Exhibit Number                              Description
--------------                              -----------


   13               1999 Annual  Report to  Shareholders  (such report except to
                    the  extent  incorporated  herein  by  reference,  is  being
                    furnished for the  information of the Commission only and is
                    not  deemed  to be  filed  as part of  this  report  on Form
                    10-KSB).



   23               Consent  of  KPMG  LLP  to  incorporation  by  reference  of
                    independent  auditors'  report  incorporated by reference in
                    this Form 10-KSB, into registrant's  registration  statement
                    on Form S-8 and registration statement on Form S-3.

   27               Financial Data Schedule.