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

                                  FORM 10-QSB


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

          For  the  quarterly  period  ended   SEPTEMBER 30, 2002
                                             ----------------------

[ ]   TRANSITION  REPORT  PURSUANT  TO  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.)

                  199-D HIGHWAY 515, BLAIRSVILLE, GEORGIA 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  the  latest  practicable  date:

     1 share of common stock, par value $1 per share, was issued and outstanding
as  of  November  12,  2002.

Transitional  Small  Business  Disclosure  Format    Yes      No    X
                                                         ----     ----


                                        1
<PAGE>
                          GENERATIONS BANCSHARES, INC.

                                      INDEX
                                      -----

                                                                            Page
                                                                            ----

Part  I.  Financial  Information
          ----------------------

Item  1.     Condensed  Financial  Statements  (unaudited) . . . . . . . . 3 - 7

Item  2.     Management's Discussion and Analysis or Plan of Operation . . 8 - 9

Item  3.     Controls  and  Procedures . . . . . . . . . . . . . . . . . . . . 9

Part  II  Other  Information
          ------------------


Item  6.     Exhibits  and  Reports  on  Form  8-K . . . . . . . . . . . . .  10

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11



                                        2
<PAGE>
<TABLE>
<CAPTION>
                         PART I - FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS

                            GENERATIONS BANCSHARES, INC
                           (A DEVELOPMENT STAGE COMPANY)
                                   BALANCE SHEET
                                SEPTEMBER 30, 2002
                                    (UNAUDITED)
-----------------------------------------------------------------------------------
<S>                                                                    <C>

ASSETS
  Cash                                                                 $     4,910
  Restricted cash                                                        1,196,000
  Premises and equipment (net of accumulated depreciation of $1,482)        12,769
  Deferred stock offering costs                                            105,066
  Other assets                                                                 115
                                                                       ------------
    TOTAL ASSETS                                                       $ 1,318,860
                                                                       ============
    LIABILITIES AND STOCKHOLDER'S DEFICIT

LIABILITIES
  Subscribers' deposits                                                $ 1,196,000
  Line of credit                                                           526,859
  Due to organizers                                                         55,000
  Other liabilities                                                          3,934
                                                                       ------------
    TOTAL LIABILITIES                                                    1,781,793
                                                                       ------------
STOCKHOLDER'S 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; 1 share issued and outstanding                                   1
  Capital surplus                                                            3,549
  Deficit accumulated during the development stage                        (466,483)
                                                                       ------------
    TOTAL STOCKHOLDER'S DEFICIT                                           (462,933)
                                                                       ------------
    TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT                        $ 1,318,860
                                                                       ============
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                              GENERATIONS BANCSHARES, INC.
                                             (A DEVELOPMENT STAGE COMPANY)

                                                  STATEMENTS OF OPERATIONS

                                THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 AND

                            PERIOD FROM APRIL 16, 2001, DATE OF INCEPTION, TO SEPTEMBER 30, 2002

                                                        (UNAUDITED)


                                                                                                       PERIOD FROM
                                                     THREE MONTHS ENDED       NINE MONTHS ENDED      APRIL 16, 2001,
                                                        SEPTEMBER 30,            SEPTEMBER 30,      DATE OF INCEPTION,
                                                      2002         2001        2002        2001      TO SEPT 30, 2002
                                                   ----------  ------------  ---------  ----------  -------------------
<S>                                                <C>         <C>           <C>        <C>         <C>
EXPENSES
    Salaries and employee benefits                 $   55,354  $     38,500  $ 140,933  $   56,500  $           229,933
    Interest expense                                    3,543         1,079      9,705       1,373               13,655
    Occupancy and equipment expenses                   15,568         4,179     59,770       6,843               77,439
    Filing and other fees                               1,804             -      3,920           -               15,990
    Professional and consulting fees                    3,628        34,449     15,213      50,696               88,371
    Office expenses                                     9,279         6,246     13,240       7,353               22,509
    Other expenses                                      3,022         3,488      7,886       4,014               18,586
                                                   ----------  ------------  ---------  ----------  -------------------
      NET LOSS                                     $   92,198  $     87,941  $ 250,667  $  126,779  $           466,483
                                                   ==========  ============  =========  ==========  ===================
CASH DIVIDENDS DECLARED PER SHARE OF COMMON STOCK  $        -  $          -  $       -  $        -  $                 -
                                                   ==========  ============  =========  ==========  ===================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                     GENERATIONS BANCSHARES, INC.
                                    (A DEVELOPMENT STAGE COMPANY)

                                      STATEMENTS OF CASH FLOWS
                         NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001, AND
                PERIOD FROM APRIL 16, 2001, DATE OF INCEPTION, TO SEPTEMBER 30, 2002
                                            (UNAUDITED)


                                                                                         PERIOD FROM
                                                     NINE MONTHS      NINE MONTHS      APRIL 16, 2001,
                                                        ENDED            ENDED        DATE OF INCEPTION,
                                                    SEPT 30, 2002    SEPT 30, 2001     TO SEPT 30, 2002
                                                   ---------------  ---------------  --------------------
<S>                                                <C>              <C>              <C>
OPERATING ACTIVITIES
  Net loss                                         $     (250,667)  $     (126,779)  $          (466,483)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Depreciation                                              896              292                 1,482
    Loss on expiration of land purchase option                  -                -                 5,000
    Increase in imputed interest costs                      1,735            1,190                 3,540
    (Increase) decrease in other assets                        10             (115)                 (115)
    Increase in other liabilities                           3,934                -                 3,934
                                                   ---------------  ---------------  --------------------

        Net cash used in operating activities            (244,092)        (125,412)             (452,642)
                                                   ---------------  ---------------  --------------------

INVESTING ACTIVITIES
  Purchase of premises and equipment                       (6,043)         (13,208)              (19,251)
                                                   ---------------  ---------------  --------------------

        Net cash used in investing activities              (6,043)         (13,208)              (19,251)
                                                   ---------------  ---------------  --------------------

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                        -                -                    10
  Proceeds from line of credit                            357,859           86,000               526,859
  Advances from organizers                                      -           55,000                55,000
  Increase in deferred stock offering costs              (105,066)               -              (105,066)
                                                   ---------------  ---------------  --------------------

        Net cash provided by financing activities         252,793          141,000               476,803
                                                   ---------------  ---------------  --------------------

Net increase in cash                                        2,658            2,380                 4,910

Cash at beginning of period                                 2,252                -                     -
                                                   ---------------  ---------------  --------------------
Cash at end of period                              $        4,910   $        2,380   $             4,910
                                                   ===============  ===============  ====================
</TABLE>

The accompanying notes are an integral part of these financial statements.


                                        5
<PAGE>
                          GENERATIONS BANCSHARES, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE  1.  NATURE  OF  BUSINESS  AND  BASIS  OF  PRESENTATION

          Generations Bancshares, Inc. (the "Company") was incorporated as a
          Georgia corporation on October 1, 2001 to serve as a bank holding
          company for Generations Bank (In Organization) (the "Bank"). The
          Company filed a Registration Statement with the Securities and
          Exchange Commission to register for sale a minimum of 770,000 and a
          maximum of 1,000,000 shares of the Company's $1 par value per share
          common stock at $10.00 per share. The registration statement became
          effective on June 27, 2002.

          Since inception, the Company has engaged in organizational and
          preopening activities necessary to obtain regulatory approvals and to
          prepare to commence business as a financial institution.

          The Company is a development stage company as defined by Statement of
          Financial Accounting Standards No. 7, Accounting and Reporting by
          Development Stage Enterprises, as it devotes substantially all its
          efforts to establishing a new business. The Company's planned
          principal operations have not commenced and revenue has not been
          recognized from the planned principal operations.

          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, 2002 are not necessarily indicative of the results to be
          expected for the full year.

NOTE  2.  COMMITMENTS

          The Company has entered into employment agreements with its chief
          executive officer and president for initial terms of three years. The
          agreements provide for a base salary, an incentive bonus based on the
          Company's performance, stock options, and other perquisites
          commensurate with their employment.

          The organizers have entered into an option to lease the land for the
          proposed site of the Bank. On June 3, 2002, the lease option was
          extended through November 30, 2002 for a fee of $20,000 plus $3,500
          per month beginning on May 30, 2002. All option fees and monthly
          rentals have been expensed in the accompanying statement of
          operations. For the nine months ended September 30, 2002, $57,018 has
          been expensed in the accompanying statements of operations related to
          all leases.

          The term of the ground lease will be for 30 years at an initial
          monthly rental of $3,500 that will increase annually with the Consumer
          Price Index. The Company expects to account for the lease as an
          operating lease.


                                        6
<PAGE>
                          NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)


NOTE  3.  LOSSES  PER  SHARE

          Due to only one organizational share of stock outstanding for the
          three and nine month periods ended September 30, 2002, losses per
          share are equal to the net loss reported in the accompanying statement
          of operations. There were no shares outstanding for the three and nine
          month periods ended September 30, 2001.


NOTE  4.  SUBSCRIBED  COMMON  SHARES

          At September 30, 2002, subscribed common shares totaled $1,196,000,
          which was held on deposit in a escrow account. The escrow agreement
          prohibits the release of funds until the Company has received
          subscription funds totaling $7,700,000 and approval for its
          application for a charter from the regulatory authorities. Therefore,
          the escrow deposits have been included in restricted cash in the
          accompanying financial statements. All subscriptions, including
          accrued interest earned on the escrow deposits, are to be returned in
          full if these conditions are not met.


                                        7
<PAGE>
                          GENERATIONS BANCSHARES, INC.

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

FORWARD-LOOKING  STATEMENTS

          SOME OF THE STATEMENTS IN THIS REPORT ARE "FORWARD-LOOKING
STATEMENTS." FORWARD-LOOKING STATEMENTS INCLUDE STATEMENTS ABOUT THE
COMPETITIVENESS OF THE BANKING INDUSTRY, POTENTIAL REGULATORY OBLIGATIONS,
POTENTIAL ECONOMIC GROWTH IN OUR PRIMARY SERVICE AREA, OUR STRATEGIES AND OTHER
STATEMENTS THAT ARE NOT HISTORICAL FACTS. WHEN WE USE IN THIS REPORT WORDS LIKE
"ANTICIPATE," "BELIEVE," "EXPECT," "ESTIMATE," AND SIMILAR EXPRESSIONS, YOU
SHOULD CONSIDER THEM AS IDENTIFYING FORWARD-LOOKING STATEMENTS. OUR ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THE RESULTS DISCUSSED IN THE FORWARD-LOOKING
STATEMENTS, AND OUR OPERATING PERFORMANCE EACH QUARTER IS SUBJECT TO VARIOUS
RISKS AND UNCERTAINTIES THAT ARE DISCUSSED IN DETAIL IN OUR FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE "RISK FACTORS" SECTION IN OUR
REGISTRATION STATEMENT ON FORM SB-2 (REGISTRATION NUMBER 333-84142) AS FILED
WITH AND DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION.

LIQUIDITY

     Liquidity represents the ability to provide steady sources of funds for
loan commitments and investment activities, as well as to maintain sufficient
funds to cover deposit withdrawals and payment of debt and operating
obligations. As a state-chartered bank, our proposed subsidiary is expected to
be able to obtain these funds by converting assets to cash or by attracting new
deposits. The Bank's ability to maintain and increase deposits will serve as its
primary source of liquidity.

     We know of no trends, demands, commitments, events or uncertainties that
should result in, or are reasonably likely to result in our, or our proposed
subsidiary's, liquidity increasing or decreasing in any material way in the
foreseeable future, other than as a result of our current securities offering.

CAPITAL  ADEQUACY

     We believe that the net proceeds of the offering will satisfy our cash
requirements for at least the 12 months following the opening of the Bank, our
proposed subsidiary. Accordingly, we do not anticipate that it will be necessary
to raise additional funds to operate during that period. All anticipated
material expenditures for such period have been identified and will be provided
for from the proceeds of the offering.

     The following is our plan of operation that describes the significant
factors affecting our financial position and operating results during the
periods included in the preceding condensed financial statements.

PLAN  OF  OPERATION

     As of September 30, 2002, we were in the development stage and will remain
in that stage until at least 770,000 shares, at $10.00 per share, have been sold
in the offering and we receive final approval from our bank regulatory agencies
for the new bank. We were incorporated on October 1, 2001 to serve as a holding
company for the proposed bank. The Bank is being organized as a state-chartered
bank under the laws of the State of Georgia with its location in Blairsville,
Union County, Georgia.

     Our operations from April 16, 2001 through September 30, 2002 have been
funded by advances from the organizers and through a line of credit from Nexity
Bank. The total amount of the line of credit is $700,000, of which $526,859 was
outstanding at September 30, 2002. The line of credit has been guaranteed by our
organizers, bears interest at the prime rate minus one-half of one percent and
is due on June 10, 2003. Interest expense in the amount of $3,540 has been
imputed on the organizers' advances at a rate equal to the prime rate minus
one-half of one percent for the period from April 16, 2001, date of inception,
to September 30, 2002.


                                        8
<PAGE>
     We had a net loss of $466,483 for the period from April 16, 2001, date of
inception, through September 30, 2002. These losses resulted from expenses
incurred in connection with activities related to our organization. These
activities included (without limitation) the preparation and filing of an
application with the Georgia Department of Banking and Finance to charter the
Bank, the preparation and filing of an application with the FDIC to obtain
insurance of the deposits of the Bank, applying to become a bank holding
company, responding to questions and providing additional information to the
Georgia Department of Banking and Finance and the FDIC in connection with the
application process, preparing to sell our common stock in the offering,
meetings and discussions among various organizers regarding application
information, target markets, capitalization issues, salaries and benefits, and
planning and organizing for the opening of the Bank. Because we are in the
organizational stage, we have had no operations from which to generate revenues.

     Since our inception, all activities have been related to our organization,
including organizing the Bank, obtaining all required regulatory approvals, and
obtaining stock subscriptions. We intend to devote the remainder of this fiscal
year to completing the offering, completing the organization of the Bank,
organizing and developing our other business activities, and opening and
operating the Bank. These organizational activities will include, with respect
to the Bank, completing all required steps for final approval from the Georgia
Department of Banking and Finance for the Bank to open for business, hiring
qualified personnel, conducting public relations activities, developing
prospective business contacts, and taking other actions necessary for a
successful bank opening. With respect to the Company, these activities include
the pursuit of approval from the Federal Reserve Bank of Atlanta and the Georgia
Department of Banking and Finance to become a bank holding company by acquiring
all of the capital stock to be issued by the Bank.

     Once opened, the Bank will offer a full range of commercial banking
services to individuals and small business customers in its primary service
area. These services will include personal and business loans, checking
accounts, savings, and time certificates of deposit. The loans, transaction
accounts, and time certificates will be at rates competitive with those offered
in the Bank's primary service area. Customer deposits with the Bank will be
insured to the maximum extent provided by law through the FDIC. The Bank intends
to offer night depository and bank-by-mail services and to sell travelers checks
(issued by an independent entity) and cashiers checks. The Bank does not
anticipate offering trust and fiduciary services initially and will rely on
trust and fiduciary services offered by correspondent banks until the Bank
determines that it is profitable to offer such services directly.

     Initially, the Bank anticipates deriving its income principally from
interest charged on loans and, to a lesser extent, from interest earned on
investments, from fees received in connection with the origination of loans, and
from other services. The Bank's principal expenses are anticipated to be
interest expense on deposits and operating expenses.

     Following the offering, we believe we can satisfy future cash requirements
indefinitely, and will not have to raise additional capital during the first 12
months of operations. The Bank intends to accept deposits and make loans and
investments in accordance with an asset and liability management framework that
emphasizes appropriate levels of liquidity and interest rate risk.

ITEM  3.  CONTROLS  AND  PROCEDURES

     Within 90 days prior to the date of 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.

     In addition, we reviewed our internal controls, and there have been no
significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.


                                        9
<PAGE>
                          PART II - OTHER INFORMATION


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

          (a)  Exhibits.

               99.1 Certification of Chief Executive Officer and Principal
                    Accounting Officer pursuant to 18 U.S.C. Section 1350 as
                    adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                    2002


          (b)  Reports on Form 8-K.


               None


                                       10
<PAGE>
                                   SIGNATURES



In  accordance  with  the  requirements  of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



                                              GENERATIONS  BANCSHARES,  INC.
                                              (Registrant)
                                              ------------




Date:    November 12, 2002                    /s/ John D. Carini
       ---------------------                  ---------------------
                                              John  D. Carini
                                              Chief Executive Officer
                                              (Principal Executive Officer)




Date:    November 12, 2002                    /s/ David K. George
       ---------------------                  ---------------------
                                              David K. George
                                              President
                                              (Principal Accounting Officer)


                                       11
<PAGE>
      CERTIFICATE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John D. Carini, President and C.E.O., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Generations
     Bancshares, Inc.

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiary, is made known to us by others within that
          entity, particularly during the period in which this quarterly report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing of this
          quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors:

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  November 12, 2002                    /s/  John  D.  Carini
       -------------------                  ------------------------------------
                                            John D. Carini, President and C.E.O.
                                            (Principal Executive Officer)


                                       12
<PAGE>
      CERTIFICATE PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David K. George, President, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Generations
     Bancshares, Inc.

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiary, is made known to us by others within that
          entity, particularly during the period in which this quarterly report
          is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing of this
          quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors:

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Date:  November 12, 2002            /s/  David  K.  George
       -------------------          --------------------------------------------
                                    David  K.  George,  President
                                    (Principal Financial and Accounting Officer)


                                       13
<PAGE>