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

                                   FORM 10-QSB


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

               FOR THE QUARTERLY PERIOD ENDED    SEPTEMBER 30, 2003

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

     FOR THE TRANSITION PERIOD FROM __________ TO __________

                        COMMISSION FILE NUMBER: 333-84142


                          GENERATIONS BANCSHARES, INC.
                          ----------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)


                    GEORGIA                                58-2633700
        --------------------------------              -------------------
         (STATE OR OTHER JURISDICTION OF                 (IRS EMPLOYER
        INCORPORATION OR ORGANIZATION)                IDENTIFICATION NO.)


                  336 BLUE RIDGE STREET, BLAIRSVILLE, GA 30512
                  --------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (706) 745-5588
                                 --------------
                           (ISSUER'S TELEPHONE NUMBER)

                                       N/A
    -------------------------------------------------------------------------
      (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE
                                  LAST REPORT)


CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

YES  [X]    NO  [ ]


STATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON
EQUITY, AS OF NOVEMBER 14, 2003: 913,834, $1 PAR VALUE.

TRANSITIONAL SMALL BUSINESS  DISCLOSURE  FORMAT  YES   NO  X


<PAGE>
<TABLE>
<CAPTION>
                          GENERATIONS BANCSHARES, INC.
                                 AND SUBSIDIARY

                                      INDEX


                                                                      PAGE
<S>                                                                   <C>

PART I.  FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED) . . . . . . . . . . . . .   3-6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION   7-13

ITEM 3.   CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . .    13


PART II.  OTHER INFORMATION
          -----------------

ITEM 1.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . .    14

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS. . . . . . . . .    14

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . .    14

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . .    14

ITEM 5.   OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . .    14

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . .    14

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15
</TABLE>


                                        2
<PAGE>
                                PART I - FINANCIAL INFORMATION
ITEM 1.                              FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                  GENERATIONS BANCSHARES, INC.
                                        AND SUBSIDIARY

                                  CONSOLIDATED BALANCE SHEETS
                            SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
                                          (UNAUDITED)


                               ASSETS                                2003             2002
                               ------                           ---------------  --------------
<S>                                                             <C>              <C>
Cash and due from banks                                         $   801,313.00   $      978.00
Restricted cash                                                              -       7,823,000
Federal funds sold                                                  10,924,000               -
Securities available-for-sale, at fair value                         7,331,766               -

Loans                                                               14,707,742               -
Less allowance for loan losses                                         231,000               -
                                                                ---------------  --------------
          Loans, net                                                14,476,742               -
                                                                ---------------  --------------

Premises and equipment                                               1,257,550           6,992
Other assets                                                           149,182         167,066
                                                                ---------------  --------------

          TOTAL ASSETS                                          $34,940,553.00   $7,998,036.00
                                                                ===============  ==============


           LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
           ----------------------------------------------

DEPOSITS
    Noninterest-bearing                                         $ 1,465,257.00   $           -
    Interest-bearing                                                25,905,615               -
                                                                ---------------  --------------
          TOTAL DEPOSITS                                            27,370,872               -
Subscriber's deposits                                                        -       7,823,000
Other borrowings                                                             -         744,859
Other liabilities                                                      117,949          32,929
                                                                ---------------  --------------
          TOTAL LIABILITIES                                         27,488,821       8,600,788
                                                                ---------------  --------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDER'S EQUITY (DEFICIT)
    Preferred stock, no par value; 2,000,000 shares
      authorized; no shares issued and outstanding                           -               -
    Common stock, $1 par value; 10,000,000 shares
      authorized; 913,834 and 1 shares issued and outstanding          913,834               1
    Capital surplus                                                  8,053,558           4,012
    Accumulated deficit                                             (1,507,656)       (606,765)
    Accumulated other comprehensive loss                                (8,004)              -
                                                                ---------------  --------------
          TOTAL STOCKHOLDER'S EQUITY (DEFICIT)                       7,451,732        (602,752)
                                                                ---------------  --------------

          TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)  $34,940,553.00   $7,998,036.00
                                                                ===============  ==============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                           GENERATIONS BANCSHARES, INC.
                                                  AND SUBSIDIARY

                           CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                                  THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                                   (UNAUDITED)


                                                         THREE MONTHS ENDED              NINE MONTHS ENDED
                                                            SEPTEMBER 30,                   SEPTEMBER 30,
                                                        2003            2002            2003            2002
                                                   --------------  --------------  --------------  --------------
<S>                                                <C>             <C>             <C>             <C>
INTEREST INCOME
    Loans                                          $     239,077   $           0   $     436,672   $           0
    Taxable securities                                    32,728               -          50,237               -
    Federal funds sold                                    17,808               -          91,161               -
                                                   --------------  --------------  --------------  --------------
      TOTAL INTEREST INCOME                              289,613               -         578,070               -
                                                   --------------  --------------  --------------  --------------

INTEREST EXPENSE
    Deposits                                             147,263               -         283,710               -
    Other borrowings                                           -           3,543             421           9,705
                                                   --------------  --------------  --------------  --------------
      TOTAL INTEREST EXPENSE                             147,263           3,543         284,131           9,705
                                                   --------------  --------------  --------------  --------------

      NET INTEREST INCOME (EXPENSE)                      142,350          (3,543)        293,939          (9,705)
PROVISION FOR LOAN LOSSES                                101,000               -         236,000               -
                                                   --------------  --------------  --------------  --------------
      NET INTEREST INCOME (EXPENSE)
        AFTER PROVISION FOR LOAN LOSSES                   41,350          (3,543)         57,939          (9,705)
                                                   --------------  --------------  --------------  --------------

OTHER INCOME
    Service charges on deposit accounts                    7,655               -          13,191               -
    Other operating income                                 1,087               -           4,077               -
                                                   --------------  --------------  --------------  --------------
      TOTAL OTHER INCOME                                   8,742               -          17,268               -
                                                   --------------  --------------  --------------  --------------

OTHER EXPENSES
    Salaries and other employee benefits                 146,719          55,354         463,752         140,933
    Occupancy and equipment expenses                      55,175          15,568         128,641          59,770
    Professional fees                                     32,493           3,628          76,096          15,213
    Other operating expenses                              74,952          14,105         304,183          25,046
                                                   --------------  --------------  --------------  --------------
      TOTAL OTHER EXPENSES                               309,339          88,655         976,098         240,962
                                                   --------------  --------------  --------------  --------------

      LOSS  BEFORE INCOME TAXES                         (259,247)        (92,198)       (900,891)       (250,667)

INCOME TAX EXPENSE                                             -               -               -               -
                                                   --------------  --------------  --------------  --------------

      NET LOSS                                          (259,247)        (92,198)       (900,891)       (250,667)
                                                   --------------  --------------  --------------  --------------

OTHER COMPREHENSIVE LOSS
    Unrealized loss on securities available-for-
      sale arising during period                         (34,887)              -          (8,004)              -
                                                   --------------  --------------  --------------  --------------

      COMPREHENSIVE LOSS                           $    (294,134)  $     (92,198)  $    (908,895)  $    (250,667)
                                                   ==============  ==============  ==============  ==============

BASIC AND DILUTED LOSSES PER  SHARE                $       (0.28)  $       (0.10)  $       (0.99)  $       (0.27)
                                                   ==============  ==============  ==============  ==============

CASH DIVIDENDS PER SHARE                           $           -   $           -   $           -   $           -
                                                   ==============  ==============  ==============  ==============
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        4
<PAGE>


<TABLE>
<CAPTION>
                           GENERATIONS BANCSHARES, INC.
                                  AND SUBSIDIARY

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                   NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                    (UNAUDITED)

                                                               2003        2002
                                                         -------------  ----------
<S>                                                      <C>            <C>
OPERATING ACTIVITIES
    Net loss                                             $   (900,891)  $(250,667)
    Adjustments to reconcile net loss to net cash
        used in operating activities:
        Depreciation                                            8,461         896
        Provision for loan losses                             236,000           -
        Increase in interest receivable                       (89,484)          -
        Increase in interest payable                           63,476           -
        Net other operating activities                        (21,252)      5,679
                                                         -------------  ----------

              Net cash used in operating activities          (703,690)   (244,092)
                                                         -------------  ----------

INVESTING ACTIVITIES
    Purchases of securities available-for-sale             (7,339,770)          -
    Net increase in federal funds sold                    (10,924,000)          -
    Net increase in loans                                 (14,712,742)          -
    Purchase of premises and equipment                     (1,265,000)     (6,043)
                                                         -------------  ----------

              Net cash used in investing activities       (34,241,512)     (6,043)
                                                         -------------  ----------

FINANCING ACTIVITIES
    Net increase in deposits                               27,370,872           -
    Proceeds from sale of common stock                      9,138,330           -
    Proceeds from line of credit                                4,500     357,859
    Repayment of lines of credit                             (699,359)          -
    Repayment of organizer advances                           (50,000)          -
    Stock issue costs                                         (18,806)   (105,066)
                                                         -------------  ----------

              Net cash provided by financing activities    35,745,537     252,793
                                                         -------------  ----------

Net increase in cash and due from banks                       800,335       2,658

Cash and due from banks at beginning of period                    978       2,252
                                                         -------------  ----------

Cash and due from banks at end of period                 $ 801,313.00   $4,910.00
                                                         =============  ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid for:
          Interest                                            220,655       7,970
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                        5
<PAGE>
                          GENERATIONS BANCSHARES, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 1.   NATURE OF BUSINESS AND BASIS OF PRESENTATION

          Generations Bancshares, Inc. (the "Company") was incorporated on
          October 1, 2001, to operate as a bank holding company. The Company
          owns 100% of the issued and outstanding capital stock of Generations
          Bank (the "Bank"), a bank organized under the laws of the State of
          Georgia to conduct a general banking business in Blairsville, Georgia.
          The Bank commenced operations on January 27, 2003.

          The financial information included herein is unaudited; however, such
          information reflects all adjustments (consisting solely of normal
          recurring adjustments), which are, in the opinion of management,
          necessary for a fair statement of results for the interim periods.

          The results of operations for the three and nine month periods ended
          September 30, 2003, are not necessarily indicative of the results to
          be expected for the full year.

NOTE 2.   CURRENT ACCOUNTING DEVELOPMENTS

          There are no recent accounting pronouncements that have had, or are
          expected to have, a material effect on the Company's financial
          statements.

NOTE 3.   STOCK COMPENSATION PLANS

          At September 30, 2003, the Company has two stock-based compensation
          plans. The Company accounts for those plans under the recognition and
          measurement principles of APB Opinion No. 25, Accounting for Stock
          Issued to Employees, and related Interpretations. No stock-based
          compensation cost is reflected in net loss, as all stock warrants and
          stock options granted under those plans had an exercise price equal to
          the market value of the underlying stock on the date of grant. No
          stock warrants or stock options had vested as of September 30, 2003,
          therefore, the effect on net loss and losses per share if the Company
          had applied the fair value recognition provisions of SFAS Statement
          No. 123, Accounting for Stock-Based Compensation, to stock-based
          compensation is not presented.

NOTE 4.   LOSSES PER SHARE

          Basic losses per share are computed by dividing net loss by the
          weighted average number of shares of common stock outstanding. Diluted
          losses per share are computed by dividing net loss by the sum of the
          weighted average number of shares of common stock outstanding and
          potential common shares. Potential common shares consist of stock
          options and stock warrants. The effect of potential common shares does
          not have a dilutive effect on losses per share. Weighted average
          shares outstanding for the three and nine months ended September 30,
          2003 was 913,834, or the number of shares issued in the Company's
          initial public stock offering. For comparability, the number of shares
          issued in the Company's initial public offering was also used to
          compute losses per share for the three and nine months ended September
          30, 2002.


                                        6
<PAGE>
                          GENERATIONS BANCSHARES, INC.
                                 AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE 5.   COMMON STOCK OFFERING

          The Company offered a minimum of 770,000 and a maximum of 1,000,000
          shares in its initial offering of common stock at an offering price of
          $10 per share. The offering was closed at December 31, 2002. The
          Company sold 913,834 shares of common stock at $10 per share. Expenses
          of the stock offering totaled $174,951 and have been charged to
          capital surplus in the accompanying consolidated balance sheets.

          As of December 31, 2002, restricted cash and subscribers' deposits in
          the accompanying consolidated balance sheets consisted of proceeds
          from the Company's stock offering. The funds were held in escrow until
          the minimum amount of capital had been raised to receive regulatory
          approval of the Bank's charter. As of December 31, 2002, proceeds from
          the sale of 782,300 shares of common stock had been deposited with the
          escrow agent. The stock subscription funds were released to the
          Company by the escrow agent on January 6, 2003.


                                        7
<PAGE>

                   GENERATIONS BANCSHARES, INC. AND SUBSIDIARY

PART  I.   FINANCIAL  INFORMATION
ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

          The following is our discussion and analysis of certain significant
          factors that have affected our financial position and operating
          results and those of our subsidiary, Generations Bank, during the
          periods included in the accompanying financial statements. This
          commentary should be read in conjunction with the financial statements
          and the related notes and the other statistical information included
          in this report.

          SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

          This Report contains statements which constitute forward-looking
          statements within the meaning of Section 27A of the Securities Act of
          1933 and the Securities Exchange Act of 1934. These statements are
          based on many assumptions and estimates and are not guarantees of
          future performance. Our actual results may differ materially from
          those projected in any forward-looking statements, as they will depend
          on many factors about which we are unsure, including many factors
          which are beyond our control. The words "may," "would," "could,"
          "will," "expect," "anticipate," "believe," "intend," "plan," and
          "estimate," as well as similar expressions, are meant to identify such
          forward-looking statements. Potential risks and uncertainties include,
          but are not limited to:

          -    significant increases in competitive pressure in the banking and
               financial services industries;

          -    changes in the interest rate environment which could reduce
               anticipated or actual margins;

          -    changes in political conditions or the legislative or regulatory
               environment;

          -    general economic conditions, either nationally or regionally and
               especially in primary service area, becoming less favorable than
               expected resulting in, among other things, a deterioration in
               credit quality;

          -    changes occurring in business conditions and inflation;

          -    changes in technology;

          -    changes in monetary and tax policies;

          -    the level of allowance for loan loss;

          -    the rate of delinquencies and amounts of charge-offs;

          -    the rates of loan growth;

          -    adverse changes in asset quality and resulting credit
               risk-related losses and expenses;

          -    changes in the securities markets; and

          -    other risks and uncertainties detailed from time to time in our
               filings with the Securities and Exchange Commission.


                                        8
<PAGE>
          CRITICAL ACCOUNTING POLICIES

          We have adopted various accounting policies which govern the
          application of accounting principles generally accepted in the United
          States in the preparation of our financial statements. Certain
          accounting policies involve significant judgments and assumptions by
          us which have a material impact on the carrying value of certain
          assets and liabilities. We consider these accounting policies to be
          critical accounting policies. The judgments and assumptions we use are
          based on historical experience and other factors, which we believe to
          be reasonable under the circumstances. Because of the nature of the
          judgments and assumptions we make, actual results could differ from
          these judgments and estimates which could have a material impact on
          our carrying values of assets and liabilities and our results of
          operations.

          We believe the allowance for loan losses is a critical accounting
          policy that requires the most significant judgments and estimates used
          in preparation of our consolidated financial statements. Refer to the
          portion of this discussion that addresses our allowance for loan
          losses for a description of our processes and methodology for
          determining our allowance for loan losses.

          LIQUIDITY AND CAPITAL RESOURCES

          Liquidity management involves the ability to match the cash flow
          requirements of our customers. This matching is accomplished by
          monitoring and managing the balances and maturities of our loans and
          deposits so that our cash in vault, cash held in correspondent bank
          accounts, and federal funds sold are sufficient to meet anticipated
          demand for immediate funds.

          Both we and the regulatory authorities monitor the liquidity of our
          subsidiary bank on a periodic basis. We have limited historical data
          for seasonal or other related demands on our liquidity due to our
          commencing operations on January 27, 2003. However, we believe the
          liquidity of our bank as of September 30, 2003 is adequate to support
          the cash flow requirements of its customers.

          Requirements by banking regulators include the monitoring of
          risk-based capital guidelines for banks that are designed to make
          capital requirements more sensitive to differences in risk profiles
          and account for off balance sheet items. We substantially exceeded the
          regulatory minimums on capital requirements and ratios as of September
          30, 2003. However, as we continue to grow and the loan portfolio
          increases, these ratios have and will continue to adjust downward. We
          monitor these amounts and ratios on a frequent basis. The minimum
          capital requirements and the actual capital ratios for the Company and
          the Bank as of September 30, 2003 are as follows:

<TABLE>
<CAPTION>
                                     Actual

                                 Generations        Generations   Regulatory
                                 Bancshares, Inc.   Bank          Requirements
<S>                              <C>                <C>           <C>
     Leverage capital ratio                25.33 %        22.98%          4.00%
     Risk-based capital ratios:
     Core capital                          40.63 %        36.86%          4.00%
     Total capital                         40.63 %        38.11%          8.00%
</TABLE>


                                        9
<PAGE>
          OFF-BALANCE SHEET RISK

          Through the operations of our bank, we have made contractual
          commitments to extend credit in the ordinary course of our business
          activities. These commitments are legally binding agreements to lend
          money to our customers at predetermined interest rates for a specified
          period of time. At September 30, 2003, we had issued commitments to
          extend credit of $ 2,358,000 through various types of lending
          arrangements. We evaluate each customer's credit worthiness on a
          case-by-case basis. The amount of collateral obtained, if deemed
          necessary by us upon extension of credit, is based on our credit
          evaluation of the borrower. Collateral varies but may include accounts
          receivable, inventory, property, plant and equipment, commercial and
          residential real estate.

          As of September 30, 2003, we were in process of construction of our
          new main office banking facility. Total costs incurred through
          September 30, 2003 were $1,120,000 and estimated costs to complete the
          new facility are approximately $1,380,000. We expect to occupy our new
          banking facility during the fourth quarter of 2003. As of September
          30, 2003, we have invested $1,257,000, net of depreciation, in
          premises and equipment.

          FINANCIAL CONDITION

          We commenced our banking operations on January 27, 2003. Total assets
          at September 30, 2003 were approximately $34,941,000. Deposit growth
          during the nine months ended September 30, 2003 of $ 27,371,000 and
          proceeds from the sale of our initial public stock offering of
          $8,963,000, net of offering expenses, was invested primarily in loans,
          securities and overnight federal funds sold. During the nine months
          ended September 30, 2003, our loans grew to $14,708,000, securities to
          $7,332,000 and federal funds sold to $ 10,924,000.

          We expect to continue to hold funds in federal funds sold and to
          purchase investment securities as loan growth stabilizes and we
          identify opportunities appropriate to our overall asset and liability
          strategies and goals. We expect continued growth in assets and
          liabilities during the remainder of 2003. We will monitor growth and
          seek to maintain a proper mix of types, maturities, and interest
          rates. We believe that our current capital and liquidity levels are
          adequate to support the current growth of the bank.

          Our total equity increased by $8,054,000 during the nine months ended
          September 30, 2003, due to proceeds from the sale of common stock
          $8,963,000, net of offering expenses, which was offset by the net loss
          for the nine months ended September 30, 2003 of $901,000. Total equity
          was also decreased by unrealized losses on securities available for
          sale of $8,000 during the nine months ended September 30, 2003.

          RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
          30, 2003 AND 2002

          The results of operations are determined by our ability to effectively
          manage net interest income, control non-interest expenses, generate
          non-interest income and minimize loan losses. In order for us to
          become profitable, we must increase the amount of earning assets so
          that net interest income along with non-interest income will be
          sufficient to cover normal operating expenses incurred in a banking
          operation and the bank's provision for loan losses.

          We commenced banking operations on January 27, 2003. From April 16,
          2001 to January 26, 2003, we were in the organizational stage. During
          the organizational stage, we focused on preparing the Bank to commence
          operations, hiring qualified personnel, preparing our business plan,
          obtaining necessary regulatory approvals, preparing our banking
          facilities, and raising our equity capital through an initial public
          offering.


                                       10
<PAGE>
          Net loss for the three and nine month periods ended September 30, 2003
          was $259,000 and $901,000, respectively, compared to a net loss of
          $92,000 and $251,000, respectively, for the three and nine month
          periods ended September 30, 2002. The increase in net losses is
          primarily due to commencing banking operations during the first nine
          months of 2003 whereas we were still in the organizational stage
          during the first nine months of 2002.

          Our net interest margin was 2.18 % for the nine months ended September
          30, 2003. Our yield on total earning assets was 4.26% and our cost of
          funds was 2.95% for the nine months ended September 30, 2003. Our net
          interest margin was 2.17 % for the three months ended September 30,
          2003. Our yield on total earning assets was 2.04% and our cost of
          funds was 2.86% for the three months ended September 30, 2003.

          We expect our net interest margin to increase as we reinvest our lower
          yielding funds currently invested in federal funds sold into higher
          yielding loans and investments.

          The provision for loan losses was $101,000 and $236,000, respectively,
          for the three and nine months ended September 30, 2003. The amounts
          provided are due to loan growth and to our assessment of the inherent
          risk in the portfolio. Management believes that the $231,000 in the
          allowance for loan losses at September 30, 2003, or approximately
          1.57% of total net outstanding loans, is adequate to absorb known
          risks in the portfolio. No assurance can be given, however, that
          increased loan volume, and adverse economic conditions or other
          circumstances will not result in increased losses in our loan
          portfolio.

          Information with respect to non-accrual, past due and restructured
          loans at September 30, 2003 is as follows:

<TABLE>
<CAPTION>
<S>                                                                                <C>
          Non-accrual loans                                                        $380,000
          Loans contractually past due ninety days or more as to interest
            or principal payments and still accruing                                0
          Restructured loans                                                        0
          Loans, now current about which there are serious doubts as to the
            ability of the borrower to comply with loan repayment terms             0
          Interest income that would have been recorded on non-accrual
            and restructured loans under original terms                             9,000
          Interest income that was recorded on non-accrual and restructured loans   0
</TABLE>

          Potential problem loans are defined as loans about which we have
          serious doubts as to the ability of the borrower to comply with the
          present loan repayment terms and which may cause the loan to be placed
          on nonaccrual status, to become past due more than ninety days, or to
          be restructured.

          It is our policy to discontinue the accrual of interest income when,
          in our opinion, collection of interest becomes doubtful. We will
          generally discontinue the accrual of interest income when (1) there is
          a significant deterioration in the financial condition of the borrower
          and full repayment of principal and interest is not expected and (2)
          the principal or interest is more than ninety days past due, unless
          the loan is both well-secured and in the process of collection.

          Loans classified for regulatory purposes as loss, doubtful,
          substandard, or special mention that have not been included in the
          table above do not represent or result from trends or uncertainties
          which we reasonably expect will materially impact future operating
          results, liquidity or capital resources. We believe that these
          borrowers will comply with their loan repayment terms.


                                       11
<PAGE>
               Information regarding certain loans and allowance for loan loss
          data through September 30, 2003 is as follows (Dollars in Thousands):

<TABLE>
<CAPTION>
<S>                                                                                  <C>
          Average amount of loans outstanding since opening date, January 27, 2003   $14,708
                                                                                     ========

          Balance of allowance for loan losses at beginning of period                $     0
                                                                                     --------

          Loans charged off
          Commercial and financial                                                         0
          Real estate mortgage                                                             0
          Installment                                                                      5
                                                                                     --------
                                                                                           5
                                                                                     --------

          Loans recovered
          Commercial and financial                                                         0
          Real estate mortgage                                                             0
          Installment                                                                      0
                                                                                     --------
                                                                                           0
                                                                                     --------

          Net charge-offs (recoveries)                                                     5

          Additions to allowance charged to operating expense during period              236
                                                                                     --------

          Balance of allowance for loan losses at end of period                      $   231
                                                                                     ========
          Ratio of net loans charged off during the period to
          average loans outstanding                                                      .03%
                                                                                     ========
</TABLE>

          The allowance for loan losses is maintained at a level that is deemed
          appropriate by management to adequately cover all known and inherent
          risks in the loan portfolio. Management's evaluation of the loan
          portfolio includes a loan classification program. Under the program,
          as each loan is made, we assign a loan grade. Each loan grade is
          assigned an allowance percentage determined based on our experience
          specifically and the historical experience of the banking industry
          generally. Loan classifications are then subject to periodic review by
          the responsible lending officers and by senior management based upon
          their judgment, current economic conditions that may affect the
          borrower's ability to repay, lender requirements, the underlying
          collateral value of the loans and other appropriate information.
          Management relies predominantly on this ongoing review of the loan
          portfolio to assess the risk characteristics of the portfolio in the
          aggregate and to determine adjustments, if any, to our allowance for
          loan losses. Based upon this ongoing review, we may identify loans
          that could be impaired. A loan is considered impaired when it is
          probable that we will be unable to collect all principal and interest
          due in accordance with the contractual terms of the loan agreement.
          When we identify a loan as impaired, the allowance for loan losses is
          increased if we determine that the amount of impairment is in excess
          of the allowance determined under our loan classification program.

          Other income was approximately $9,000 and $17,000 for the three and
          nine months ended September 30, 2003 due to service charge income on
          deposit accounts, and other miscellaneous income. There was no other
          income for the three and nine months ended September 30, 2002.


                                       12
<PAGE>
          Other expenses increased by $220,000 and $735,000, respectively, for
          the three and nine months ended September 30, 2003 as compared to the
          same periods in 2002, due primarily to salaries, increased expenses
          associated with commencing operations of the Bank and other items
          related to our growth. As discussed above, we were still in the
          organizational stage as of September 30, 2002, therefore our expenses
          were limited to the salaries of the organizing officers and direct
          expenses of organizing the Bank during the nine months ended September
          30, 2002.

          Salaries and employee benefits increased $323,000 for the nine month
          period ended September 30, 2003 over the same period in 2002, due to
          staffing requirements needed to manage the Bank's growth since
          commencing operations. The number of full time equivalent employees
          was 14 at September 30, 2003. Occupancy and equipment expenses
          increased $69,000 during the nine months ended September 30, 2003 over
          the same period during 2002 due primarily to additional lease expense.
          Our subsidiary bank leases substantially all of its operating
          equipment in addition to the land where its new main office will be
          located. The Bank is accounting for these leases as operating leases.
          Other operating expenses increased $340,000 during the nine months
          ended September 30, 2003 over the same period during 2002 as a result
          of additional operating costs incurred after we commenced operations
          on January 27, 2003. Included in this increase is $61,000 for
          professional and legal expenses, $52,000 for data processing expenses
          and $87,000 for marketing.

          Increases in other expenses for the three months ended September 30,
          2003 as compared to the same period in 2002 are consistent with the
          changes described above for the nine months ended September 30, 2003
          and 2002.

          We will be subject to federal and state income taxes when taxable
          income is generated. No income taxes have been accrued for the three
          and nine months ended September 30, 2003 and 2002 because of operating
          losses incurred to date.

          We know of no trends, demands, commitments, events or uncertainties
          that should result in, or are reasonably likely to result in, our
          liquidity or capital resources increasing or decreasing in any
          material way in the foreseeable future, other than as a result of our
          normal operations. We also are not aware of any current
          recommendations by the regulatory authorities, which, if implemented,
          would have such an effect.

ITEM 3.   CONTROLS AND PROCEDURES

          As of the end of the period covered by this report, we carried out an
          evaluation, under the supervision and with the participation of our
          principal executive officer and principal financial officer, of the
          effectiveness of the design and operation of our disclosure controls
          and procedures. Based on this evaluation, our principal executive
          officer and principal financial officer concluded that our disclosure
          controls and procedures are effective in timely alerting them to
          material information required to be included in our periodic SEC
          reports. The design of any system of controls is based in part upon
          certain assumptions about the likelihood of future events, and there
          can be no assurance that any design will succeed in achieving its
          stated goals under all potential future conditions, regardless of how
          remote.

          There have been no changes in the Company's internal control over
          financial reporting during the quarter ended September 30, 2003 that
          have naturally affected, or are reasonably likely to naturally affect,
          the Company's internal control over financial reporting.


                                       13
<PAGE>
                   GENERATIONS BANCSHARES, INC. AND SUBSIDIARY

                           PART II - OTHER INFORMATION

          ITEM 1. LEGAL PROCEEDINGS

          None

          ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

          None

          ITEM 3. DEFAULTS UPON SENIOR SECURITIES

          None

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

          None

          ITEM 5. OTHER INFORMATION

          None

          ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

               (a)  Exhibits

                    31.1  Rule  15d  -  14(a)  Certification

                    31.2  Rule  15d  -  14(a)  Certification

                    32.1  Certification Pursuant to Rule 15d-14(b) of the
                          Securities and Exchange Act

                    32.2  Certification pursuant to Rule 15d-14(b) of the
                          Securities and Exchange Act


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


                                       14
<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.


                                  GENERATIONS BANCSHARES, INC.
                                          (Registrant)



DATE:  November 13, 2003           BY:  /s/ David K. George
                                       ----------------------------------------
                                   David K. George, President
                                   (Principal Executive Officer)


DATE:  November 13, 2003           BY:  /s/ Nita Elliott
                                      -----------------------------------------
                                   Nita Elliott, Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


                                       15
<PAGE>