**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      One)


x
              Annual
                  report pursuant to Section 13 or 15(d) of the Securities Exchange
                  Act of
                  1934
  For
        fiscal year ended **December
        31, 2005**
 
 o
              Transition
                  report under Section 13 or 15(d) of the Securities Exchange Act
                  of
                  1934**
  For
        the
        transition period from _____________ to _______________
  Commission
        file number _____________


**SEASONS
      BANCSHARES, INC.**


(Name
      of
      small business issuer in its charter)





**Georgia**
            
            **58-2633700**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer Identification No.)**336
                Blue Ridge Street, Blairsville, GA**
            
            **30512**(Address
                of Principal Executive Offices)
            
            (Zip
                Code)





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





Securities
      registered pursuant to Section 12(g) of the Act:  **Common
      stock, par value $1.00.**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  o





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 registrant was required to file such reports) and (2) has been subject
      to such filing requirements for past 90 days.


Yes x No o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in a definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB.   o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes o  No x


State
      issuer’s revenues for its most recent fiscal year: **$4,566,883**





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked prices of such common equity, as of a specified
      date within the past 60 days: **$9,224,976
      based on 768,748 shares at $12.00 per share.**





APPLICABLE
      ONLY TO CORPORATE REGISTRANTS




State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **1,032,890
      shares as of March 17, 2006** **.**





DOCUMENTS
      INCORPORATED BY REFERENCE




Portions
      of the Annual Report to Shareholders for the fiscal year ended December 31,
      2005
      are incorporated by reference into Parts I and II. Portions of the Proxy
      Statement for the Annual Meeting of Shareholders, scheduled to be held May
      18,
      2006, are incorporated by reference into Part III.




Transitional
      Small Business Disclosure format (check one):   Yes o No x










**TABLE
                  OF CONTENTS****Page**
                **Number**PART
                  I
              1ITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              1ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              13ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              13ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS
              13______________PART
                  II
              13ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
                  BUSINESS PURCHASES OF EQUITY SECURITIES
              13ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS
              14ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              28ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE
              28ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              28ITEM
                  8B.
              OTHER
                  INFORMATION
              28PART
                  III
              29ITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
              29ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              29ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                  AND RELATED STOCKHOLDER MATTERS
              30ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED
                  TRANSACTIONS
              30ITEM
                  13.
              EXHIBITS
              30ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              32




*Table
            of Contents*





**PART
      I**








**ITEM
                1.**
            **DESCRIPTION
                OF BUSINESS**





**Cautionary
      Notice Regarding Forward-Looking Statements**





Various
      matters discussed in this Annual Report on Form 10-KSB may constitute
“forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act. Forward-looking statements may involve known and unknown
      risks, uncertainties and other factors which may cause the actual results,
      performance or achievements of Seasons Bancshares, Inc. (“Seasons Bancshares” or
      the “Company”) or Seasons Bank (“Seasons
      Bank” or the “Bank”) to
      be
      materially different from the results described in such forward-looking
      statements.





Actual
      results may differ materially from the results anticipated in these
      forward-looking statements due to a variety of factors, including, without
      limitation:




·
            the
                inability of the Bank to achieve and maintain regulatory capital
                standards;




·
            changes
                in the legislative and regulatory
                environment;




·
            the
                effects of changes in interest rates on the level and composition
                of
                deposits, loan demand, the value of loan collateral, and interest
                rate
                risks; and




·
            the
                effects of competition from commercial banks, thrifts, consumer finance
                companies, and other financial institutions operating in our market
                area
                and elsewhere.





All
      forward-looking statements attributable to the Company or the Bank are expressly
      qualified in their entirety by these cautionary statements. Both the Company
      and
      the Bank disclaim any intent or obligation to update these forward-looking
      statements, whether as a result of new information, future events or
      otherwise.





**Seasons
      Bancshares, Inc.**





Seasons
      Bancshares is a Georgia corporation that was incorporated on October 1, 2001
      to
      organize and serve as the holding company for Seasons Bank, a state-chartered
      bank organized under Georgia law. Seasons Bank is a full-service commercial
      bank
      dedicated to providing superior customer service to the individuals and
      businesses in our community. We believe that local ownership and control allows
      Seasons Bank to serve customers more efficiently and will aid our growth and
      success. Seasons Bank emphasizes real estate lending to take advantage of the
      population growth of Union County and aggressively markets to small-
      to medium-sized businesses, professional concerns, and individual
      consumers who are
      currently undeserved.





**Seasons
      Bank**




**General**





Seasons
      Bank focuses on community involvement and personal service while providing
      customers with the financial sophistication and products typically offered
      by a
      larger bank. Seasons Bank’s lending services emphasize real estate related loans
      and include consumer loans and commercial loans to small- to medium-sized
      businesses and professional concerns. Seasons Bank offers a broad array of
      deposit services including demand deposits, regular savings accounts, money
      market deposits, certificates of deposit and individual retirement accounts.
      We
      also provide additional services including ATM cards, debit cards, travelers’
checks, direct deposit, automatic transfers, and Internet banking with on-line
      bill payment. We intend to offer our services through a variety of delivery
      systems including automated teller machines and telephone banking.





*Table
            of Contents*





**Philosophy
      and Strategy**




Seasons
      Bank operates as a full-service community bank, offering sophisticated financial
      products while emphasizing prompt, personalized customer service. We believe
      that this philosophy, encompassing the service aspects of community banking,
      distinguishes Seasons Bank from its competitors.





To
      carry
      out our philosophy, our business strategy involves the following:




·
            capitalizing
                on our directors’ and officers’ diverse community involvement,
                professional expertise, and personal and business contacts within
                our
                primary service area.




·
            hiring
                and retaining highly experienced and qualified banking personnel,
                preferably with established customer
                relationships.




·
            providing
                individualized attention with consistent, local decision-making
                authority.




·
            utilizing
                technology and strategic outsourcing to provide a broad array of
                convenient products and services.




·
            attracting
                our initial customer base by offering competitive interest rates
                on our
                deposit accounts.




·
            positioning
                our main office in a highly visible location near major traffic
                arteries.




·
            implementing
                an aggressive marketing program.





**Market
      Opportunities**





**Primary
      Service Area** .
      Seasons
      Bank’s primary service area is Union County, Georgia. We estimate that Seasons
      Bank will draw most of its customer deposits and conduct most of its lending
      transactions from and within its primary service area. We also expect to draw
      additional business from counties contiguous to Union County: Towns County
      and
      Fannin County in Georgia and Clay County in North Carolina. In addition, we
      established a branch office in Fannin County during the first quarter of 2005.





Our
      primary service area represents a diverse market with a growing population
      and
      economy. Rich in Georgian history and home to some of Georgia’s most beautiful
      mountain scenery, Union County has long enjoyed the status of a recreation
      haven
      for metro Atlantans. Blairsville, the county seat and its only incorporated
      community, has enjoyed significant and sustained population growth for more
      than
      a decade. This population growth has attracted many businesses to the area
      and
      led to growth in the local service economy, and we expect this trend to
      continue.





**Lending
      Services**




***Lending
      Policy.*** **** We
      place
      primary emphasis on real estate related loans in order to take advantage of
      the
      population growth in our service area. We also offer a full range of lending
      products, including commercial loans to small- to medium-sized businesses and
      professional concerns, and consumer loans to individuals. We compete for these
      loans with competitors who are well established and have greater resources
      and
      lending limits.





Seasons
      Bank’s loan portfolio is comprised of the following:





**Loan
                Category**
            
            
            
            **Ratio**Real
                estate related loans
            
            
            
            
            
            89.0
            %Commercial
                real estate
            
            
            45.2
            %Construction
                and development
            
            
            23.2
            %Residential
                real estate
            
            
            20.6
            %Commercial
                loans
            
            
            
            
            
            7.2
            %Consumer
                loans
            
            
            
            
            
            3.8
            %




2
 *Table
            of Contents*





Based
      on
      our executive officers’ past lending experience, we believe that, when properly
      managed and monitored, none of these categories represent a significantly higher
      risk than the other.





***Lending
      Limits*** **.** Seasons
      Bank’s lending activities are subject to a variety of lending limits. Differing
      limits apply based on the type of loan or the nature of the borrower, including
      the borrower’s relationship to the bank. In general, however, Seasons Bank is
      able to loan any one borrower a maximum amount equal to either:




·
            15%
                of Seasons Bank’s capital and surplus; or




·
            25%
                of its capital and surplus if the entire amount of the loan is fully
                secured by good collateral or other ample
                security.





These
      legal limits will increase or decrease as Seasons Bank’s capital increases or
      decreases as a result of its earnings or losses, among other reasons. Based
      on
      either our internal lending limits or our legal lending limits, we will need
      to
      sell participations in loans to other financial institutions in order to meet
      all of the lending needs of our customers requiring extensions of credit above
      these limits.





***Credit
      Risks.*** **** The
      principal economic risk associated with each category of loans that Seasons
      Bank
      makes is the creditworthiness of the borrower. Borrower creditworthiness is
      affected by general economic conditions and the strength of the relevant
      business market segment. General economic factors affecting a borrower’s ability
      to repay include interest, inflation and employment rates, as well as other
      factors affecting a borrower’s customers, suppliers and employees.





The
      well-established financial institutions in our market make proportionately
      more
      loans to medium- to large-sized businesses than Seasons Bank makes. Many of
      Seasons Bank’s commercial loans are made to small- to medium-sized businesses
      that are less able to withstand competitive, economic and financial pressures
      than larger borrowers.




***Real
      Estate Loans.*** **** Seasons
      Bank makes commercial real estate loans, construction and development loans,
      and
      residential real estate loans. These loans include commercial loans where
      Seasons Bank takes a security interest in real estate out of an abundance of
      caution and not as the principal collateral for the loan, but exclude home
      equity loans, which are classified as consumer loans.





­·
            **Commercial
                Real Estate.**Commercial
                real estate loan terms generally are limited to five years or less,
                although payments may be structured on a longer amortization basis.
                Interest rates may be fixed or adjustable, although rates typically
                are
                not fixed for a period exceeding 36 months. Seasons Bank generally
                charges an origination fee of one percent. We attempt to reduce credit
                risk on our commercial real estate loans by emphasizing loans on
                owner-occupied office and retail buildings where the ratio of the
                loan
                principal to the value of the collateral as established by independent
                appraisal does not exceed 80% and net projected cash flow available
                for
                debt service equals 120% of the debt service requirement. In addition,
                Seasons Bank generally requires personal guarantees from the principal
                owners of the property supported by a review by Seasons Bank’s management
                of the principal owners’ personal financial statements. Risks associated
                with commercial real estate loans include fluctuations in the value
                of
                real estate, new job creation trends, tenant vacancy rates and the
                quality
                of the borrower’s management. Seasons Bank limits its risk by analyzing
                borrowers’ cash flow and collateral value on an ongoing basis.





­·
            **Construction
                and Development Loans.**We
                make construction and development loans both on a pre-sold and speculative
                basis. If the borrower has entered into an agreement to sell the
                property
                prior to beginning construction, then the loan is considered to be
                on a
                pre-sold basis. If the borrower has not entered into an agreement
                to sell
                the property prior to beginning construction, then the loan is considered
                to be on a speculative basis. Construction and development loans
                are
                generally made with a term of six to twelve months and interest is
                paid
                quarterly. The ratio of the loan principal to the value of the collateral
                as established by independent appraisal typically will not exceed
                75%.
                Speculative loans are based on the borrower’s financial strength and cash
                flow position. Loan proceeds are disbursed based on the percentage
                of
                completion and only after the project has been inspected by an experienced
                construction lender or third-party inspector. Risks associated with
                construction loans include fluctuations in the value of real estate
                and
                new job creation trends.





3
 *Table
            of Contents*





­·
            **Residential
                Real Estate.**Seasons
                Bank’s residential real estate loans consists of residential second
                mortgage loans, residential construction loans and traditional mortgage
                lending for one to four family residences. We originate and maintain
                fixed
                and variable rate mortgages with long-term maturity and balloon payments
                not exceeding 20 years. The amortization of second mortgages generally
                does not exceed 15 years and the rates will generally not be fixed
                for
                over 60 months. All loans are made in accordance with Seasons Bank’s
                appraisal policy and with the ratio of the loan principal to the
                value of
                collateral as established by independent appraisal not exceeding
                85%. We
                expect that these loan-to-value ratios will be sufficient to compensate
                for fluctuations in real estate market value and to minimize losses
                that
                could result from a downturn in the residential real estate
                market.





***Commercial
      Loans.*** **** Loans
      for
      commercial purposes in various lines of businesses are components of Seasons
      Bank’s loan portfolio. The terms of these loans vary by purpose and by type of
      underlying collateral, if any. Seasons Bank typically makes equipment loans
      for
      a term of five years or less at fixed or variable rates, with the loan fully
      amortized over the term. Equipment loans generally are secured by the financed
      equipment, and the ratio of the loan principal to the value of the financed
      equipment or other collateral is generally 80% or less. Loans to support working
      capital typically have terms not exceeding one year and are usually secured
      by
      accounts receivable, inventory or personal guarantees of the principals of
      the
      business. For loans secured by accounts receivable or inventory, principal
      is
      typically repaid as the assets securing the loan are converted into cash, and
      for loans secured with other types of collateral, principal is typically due
      at
      maturity. The quality of the commercial borrower’s management and its ability
      both to properly evaluate changes in the supply and demand characteristics
      affecting its markets for products and services and to effectively respond
      to
      such changes are significant factors in a commercial borrower’s
      creditworthiness.





***Consumer
      Loans*** **.** Seasons
      Bank makes a variety of loans to individuals for personal, family and household
      purposes, including secured and unsecured installment and term loans, home
      equity loans and home equity lines of credit. Consumer loan repayments depend
      upon the borrower’s financial stability and are more likely to be adversely
      affected by divorce, job loss, illness and personal hardships. Because many
      consumer loans are secured by depreciable assets such as boats, cars and
      trailers, the loan should be amortized over the useful life of the asset. To
      minimize the risk that the borrower cannot afford the monthly payments, all
      fixed monthly obligations should not exceed 40% of the borrower’s gross monthly
      income. The borrower should also be continuously employed for at least 12 months
      prior to obtaining the loan. The loan officer will review the borrower’s past
      credit history, past income level, debt history and, when applicable, cash
      flow
      and determine the impact of all these factors on the ability of the borrower
      to
      make future payments as agreed. We expect that the principal competitors for
      consumer loans will be the established banks in Seasons Bank’s
      market.





**Investments**





In
      addition to loans, Seasons Bank makes other investments primarily in obligations
      of the United States or obligations guaranteed as to principal and interest
      by
      the United States and other taxable securities. No investment in any of those
      instruments exceeds any applicable limitation imposed by law or regulation.
      The
      Asset/Liability Committee reviews the investment portfolio on an ongoing basis
      in order to ensure that the investments conform to Seasons Bank’s policy as set
      by the board of directors.





**Asset
      and Liability Management**





The
      Asset/Liability Committee manages Seasons Bank’s assets and liabilities and
      strives to provide a stable, optimized net interest margin, adequate liquidity
      and a profitable after-tax return on assets and return on equity. The committee
      conducts these management functions within the framework of written loan and
      investment policies of Seasons Bank. The committee attempts to maintain a
      balanced position between rate sensitive assets and rate sensitive liabilities.
      Specifically, it charts assets and liabilities on a matrix by maturity,
      effective duration and interest adjustment period and attempts to manage any
      gaps in maturity ranges.





4
 *Table
            of Contents*





**Deposit
      Services**




Seasons
      Bank seeks to establish a broad base of core deposits, including savings
      accounts, checking accounts, money market accounts, a variety of certificates
      of
      deposit and IRA accounts. To attract deposits, Seasons Bank employs an
      aggressive marketing plan in its overall service area and features a broad
      product line and competitive rates and services. The primary sources of deposits
      are residents of, and businesses and their employees located in, Seasons Bank’s
      primary service area. Seasons Bank obtains these deposits through personal
      solicitation by its officers and directors, direct mail solicitations and
      advertisements published in the local media.





**Other
      Banking Services**





Other
      banking services now operational include travelers checks, direct deposits,
      night depository, ATM cards, debit cards, on-line banking services, on-line
      bill
      payment, limited cash management services, courier services and TT&L
      Depository. Seasons Bank is associated with STAR and CIRRUS so our customers
      are
      able to use ATMs throughout Georgia and other regions. We do not charge our
      customers for the use of these automated teller machines. However, other
      financial institutions may charge our customers for the use of their automated
      teller machines. Seasons Bank does not plan to exercise trust powers during
      its
      initial years of operation. In the future, we may offer a full-service trust
      department, but cannot do so without the prior approval of the Georgia
      Department of Banking and Finance (the “GDBF”).





**Employees**





Seasons
      Bank has 25 full-time equivalent employees. Seasons Bancshares does not have
      any
      employees who are not also employees of Seasons Bank.





5
 *Table
            of Contents*





**SUPERVISION
      & REGULATION**





Both
      Seasons Bancshares and Seasons Bank are subject to extensive state and federal
      banking regulations that impose restrictions on and provide for general
      regulatory oversight of their operations. These laws generally are intended
      to
      protect depositors and not shareholders. The following discussion describes
      the
      material elements of the regulatory framework that applies to us.





**Seasons
      Bancshares**





Because
      it owns all of the capital stock of Seasons Bank, Seasons Bancshares is a bank
      holding company under the federal Bank Holding Company Act of 1956 (the “BHC
      Act”). As a result, we are primarily subject to the supervision, examination and
      reporting requirements of the BHC Act and the regulations of the Board of
      Governors of the Federal Reserve System (the “Federal Reserve”). As a bank
      holding company located in Georgia, the GDBF also regulates and monitors all
      significant aspects of our operations.





*Acquisitions
      of Banks.* The
      BHC
      Act requires every bank holding company to obtain the Federal Reserve’s prior
      approval before:





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





·
            acquiring
                all or substantially all of the assets of any bank;
                or





·
            merging
                or consolidating with any other bank holding
                company.





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





Under
      the
      BHC Act, if we are adequately capitalized and adequately managed, we may
      purchase a bank located outside of Georgia. However, the laws of the other
      state
      may impose restrictions on the acquisition of a bank that has only been in
      existence for a limited amount of time or that would result in specified
      concentrations of deposits. For example, Georgia law prohibits a bank holding
      company from acquiring control of a bank until the target bank has been
      incorporated for more than three years. Because Seasons Bank has been chartered
      for more than three years, this restriction would not limit our ability to
      sell.





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





·
            the
                bank holding company has registered securities under Section 12 of
                the Securities Exchange Act of 1934;
                or





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





6
 *Table
            of Contents*





The
      regulations provide a procedure for challenging any rebuttable presumption
      of
      control.





*Permitted
      Activities* .
      A bank
      holding company is generally permitted under the BHC Act to engage in, or
      acquire direct or indirect control of more than 5% of the voting shares of
      any
      company engaged in, the following activities:





·
            banking
                or managing or controlling banks;
                and





·
            any
                activity that the Federal Reserve determines to be so closely related
                to
                banking as to be a proper incident to the business of
                banking.





Activities
      that the Federal Reserve has found to be so closely related to banking as to
      be
      a proper incident to the business of banking include:




·
            factoring
                accounts receivable;




·
            making,
                acquiring, brokering or servicing loans and usual related
                activities;




·
            leasing
                personal or real property;




·
            operating
                a non-bank depository institution, such as a savings
                association;




·
            trust
                company functions;




·
            financial
                and investment advisory activities;




·
            conducting
                discount securities brokerage
                activities;




·
            underwriting
                and dealing in government obligations and money market
                instruments;




·
            providing
                specified management consulting and counseling
                activities;




·
            performing
                selected data processing services and support
                services;




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




·
            performing
                selected insurance underwriting
                activities.





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





In
      addition to the permissible bank holding company activities listed above, a
      bank
      holding company may qualify and elect to become a financial holding company
      under the Gramm-Leach-Bliley Financial Services Modernization Act of 1999.
      A
      financial holding company may engage in additional activities that are financial
      in nature or incidental or complementary to financial activity. The BHC Act
      expressly lists the following activities as financial in nature:





·
            lending,
                trust and other banking activities;




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




·
            providing
                financial, investment, or advisory
                services;




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




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




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




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




·
            merchant
                banking through securities or insurance affiliates;
                and


·
              insurance
                  company portfolio
                  investments.


7
 *Table
            of Contents*




To
      qualify to become a financial holding company, Seasons Bank and any other
      depository institution subsidiary of Seasons Bancshares is required to be well
      capitalized and well managed and have a Community Reinvestment Act rating of
      at
      least “satisfactory.” Additionally, we would be required to file an election
      with the Federal Reserve to become a financial holding company and provide
      the
      Federal Reserve with 30 days’ written notice prior to engaging in a permitted
      financial activity. While we meet the qualification standards applicable to
      financial holding companies, we have not elected to become a financial holding
      company at this time.





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





**Seasons
      Bank**





Seasons
      Bank is subject to extensive state and federal banking regulations that impose
      restrictions on and provide for general regulatory oversight of our operations.
      These laws are generally intended to protect depositors and not shareholders.
      The following discussion describes the material elements of the regulatory
      framework that applies to us.





Since
      Seasons Bank is a commercial bank chartered under the laws of the State of
      Georgia, it is primarily subject to the supervision, examination and reporting
      requirements of the FDIC and the GDBF. The FDIC and the GDBF regularly examine
      Seasons Bank’s operations and have the authority to approve or disapprove
      mergers, the establishment of branches and similar corporate actions. Both
      regulatory agencies have the power to prevent the continuance or development
      of
      unsafe or unsound banking practices or other violations of law. Additionally,
      Seasons Bank’s deposits are insured by the FDIC to the maximum extent provided
      by law. Seasons Bank is also subject to numerous state and federal statutes
      and
      regulations that affect its business, activities and operations.





*Branching.* Under
      current Georgia law, Seasons Bank may open branch offices throughout Georgia
      with the prior approval of the GDBF. In addition, with prior regulatory
      approval, Seasons Bank may acquire branches of existing banks located in
      Georgia. Seasons Bank and any other national or state-chartered bank generally
      may branch across state lines by merging with banks in other states if allowed
      by the target states’ laws. Georgia law, with limited exceptions, currently
      permits branching across state lines through interstate merger.





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





*Prompt
      Corrective Action.* The
      Federal Deposit Insurance Corporation Improvement Act of 1991 (the “FDIC
      Improvement Act”) established a system of prompt corrective action to resolve
      the problems of undercapitalized financial institutions. Under this system,
      the
      federal banking regulators have established five capital categories (well
      capitalized, adequately capitalized, undercapitalized, significantly
      undercapitalized and critically undercapitalized) in which all institutions
      are
      placed. The federal banking agencies have specified by regulation the relevant
      capital level for each category. Federal banking regulators are required to
      take
      various mandatory supervisory actions and are authorized to take other
      discretionary actions with respect to institutions in the three undercapitalized
      categories. The severity of the action depends upon the capital category in
      which the institution is placed. Generally, subject to a narrow exception,
      the
      banking regulator must appoint a receiver or conservator for an institution
      that
      is critically undercapitalized.





8
 *Table
            of Contents*





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





*FDIC
      Insurance Assessments.* The FDIC
      has adopted a risk-based assessment system for insured depository institutions
      that takes into account the risks attributable to different categories and
      concentrations of assets and liabilities. The system assigns an institution
      to
      one of three capital categories: (1) well capitalized, (2) adequately
      capitalized, or (3) undercapitalized. These three categories are substantially
      similar to the prompt corrective action categories described above, with the
      “undercapitalized” category including institutions that are undercapitalized,
      significantly undercapitalized and critically undercapitalized for prompt
      corrective action purposes. The FDIC also assigns an institution to one of
      three
      supervisory subgroups based on a supervisory evaluation that the institution’s
      primary federal regulator provides to the FDIC and information that the FDIC
      determines to be relevant to the institution’s financial condition and the risk
      posed to the deposit insurance funds. Assessments range from 0 to 27 cents
      per
      $100 of deposits, depending on the institution’s capital group and supervisory
      subgroup. In addition, the FDIC imposes assessments to help pay off the $780
      million in annual interest payments on the $8 billion Financing Corporation
      bonds issued in the late 1980s as part of the government rescue of the thrift
      industry. This assessment rate is adjusted quarterly and is set at 1.32 cents
      per $100 of deposits for the first quarter of 2006.





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





*Community
      Reinvestment Act.* The
      Community Reinvestment Act requires that, in connection with examinations of
      financial institutions within their respective jurisdictions, the Federal
      Reserve or the FDIC shall evaluate the record of each financial institution
      in
      meeting the credit needs of its local community, including low- and
      moderate-income neighborhoods. These facts are also considered in evaluating
      mergers, acquisitions and applications to open a branch or facility. Failure
      to
      adequately meet these criteria could impose additional requirements and
      limitations on Seasons Bank. Additionally, we must publicly disclose the terms
      of various Community Reinvestment Act-related agreements.





*Other
      Regulations.* Interest
      and other charges collected or contracted for by Seasons Bank are subject to
      state usury laws and federal laws concerning interest rates. For example, under
      the Servicemembers Civil Relief Act, which amended the Soldiers’ and Sailors’
Civil Relief Act of 1940, a lender is generally prohibited from charging an
      annual interest rate in excess of 6% on any obligation of a borrower who is
      on
      active duty with the United States military.





Seasons
      Bank’s loan operations are also subject to federal laws applicable to credit
      transactions, such as:





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





·
            the
                Home Mortgage Disclosure Act of 1975, requiring financial institutions
                to
                provide information to enable the public and public officials to
                determine
                whether a financial institution is fulfilling its obligation to help
                meet
                the housing needs of the community it
                serves;





9
 *Table
            of Contents*





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





·
            the
                Fair Credit Reporting Act of 1978, as amended by the Fair and Accurate
                Credit Transactions Act, governing the use and provision of information
                to
                credit reporting agencies, certain identify theft protections, and
                certain
                credit and other disclosures;





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





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





The
      deposit operations of Seasons Bank are subject to:





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





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





**Capital
      Adequacy**





Seasons
      Bancshares and Seasons Bank are required to comply with the capital adequacy
      standards established by the Federal Reserve, in the case of Seasons Bancshares,
      and the FDIC, in the case of Seasons Bank. The Federal Reserve has established
      a
      risk-based and a leverage measure of capital adequacy for bank holding
      companies. Because Seasons Bancshares’ consolidated total assets are less than
      $150 million, under the Federal Reserve’s capital guidelines, our capital
      adequacy is measured on a bank-only basis, as opposed to a consolidated basis.
      Seasons Bank is also subject to risk-based and leverage capital requirements
      adopted by the FDIC, which are substantially similar to those adopted by the
      Federal Reserve for bank holding companies.





The
      risk-based capital standards are designed to make regulatory capital
      requirements more sensitive to differences in risk profiles among banks and
      bank
      holding companies, to account for off-balance-sheet exposure, and to minimize
      disincentives for holding liquid assets. Assets and off-balance-sheet items,
      such as letters of credit and unfunded loan commitments, are assigned to broad
      risk categories, each with appropriate risk weights. The resulting capital
      ratios represent capital as a percentage of total risk-weighted assets and
      off-balance-sheet items.





The
      minimum guideline for the ratio of total capital to risk-weighted assets is
      8%.
      Total capital consists of two components: Tier 1 Capital and Tier 2 Capital.
      Tier 1 Capital generally consists of common stock, minority interests in the
      equity accounts of consolidated depository institution subsidiaries,
      noncumulative perpetual preferred stock in consolidated non-depository
      subsidiaries and a limited amount of qualifying cumulative perpetual preferred
      stock, less goodwill and other specified intangible assets. Tier 1 Capital
      must
      equal at least 4% of risk-weighted assets. Tier 2 Capital generally consists
      of
      subordinated debt, other preferred stock and a limited amount of loan loss
      reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1
      Capital. At December 31, 2005, our ratio of total capital to risk-weighted
      assets was 11.96% and our ratio of Tier 1 Capital to risk-weighted assets
      was 10.58%.





In
      addition, the Federal Reserve has established minimum leverage ratio guidelines
      for bank holding companies. These guidelines provide for a minimum ratio of
      Tier
      1 Capital to average assets, less goodwill and other specified intangible
      assets, of 3% for bank holding companies that meet specified criteria, including
      having the highest regulatory rating and implementing the Federal Reserve’s
      risk-based capital measure for market risk. All other bank holding companies
      generally are required to maintain a leverage ratio of at least 4%. At December
      31, 2005, our leverage ratio was 9.12%. The guidelines also provide that bank
      holding companies experiencing internal growth or making acquisitions will
      be
      expected to maintain strong capital positions substantially above the minimum
      supervisory levels without reliance on intangible assets. The Federal Reserve
      considers the leverage ratio and other indicators of capital strength in
      evaluating proposals for expansion or new activities.





10
 *Table
            of Contents*





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





**Payment
      of Dividends**





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





A
      federal
      banking regulator may require, after notice and a hearing, that Seasons Bank
      stop or refrain from engaging in any practice it considers unsafe or unsound.
      The federal banking agencies have indicated that paying dividends that deplete
      a
      depository institution’s capital base to an inadequate level would be an unsafe
      and unsound banking practice. Under the FDIC Improvement Act, a depository
      institution may not pay any dividend if payment would cause it to become
      undercapitalized or if it already is undercapitalized. Moreover, the federal
      agencies have issued policy statements that provide that bank holding companies
      and insured banks should generally only pay dividends out of current operating
      earnings. See “Seasons Bank—Prompt Corrective Action.”





The
      GDBF
      also regulates Seasons Bank’s dividend payments and must approve dividend
      payments that would exceed 50% of Seasons Bank’s net income for the prior year.
      Our payment of dividends may also be affected or limited by other factors,
      such
      as the requirement to maintain adequate capital above regulatory
      guidelines.





At
      December 31, 2005, Seasons Bank could not pay cash dividends without prior
      regulatory approval.





**Restrictions
      on Transactions with Affiliates**





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




·
            a
                bank’s loans or extensions of credit to
                affiliates;




·
            a
                bank’s investment in affiliates;




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




·
            loans
                or extensions of credit made by a bank to third parties collateralized
                by
                the securities or obligations of affiliates;
                and




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





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





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





11
 *Table
            of Contents*





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





**Privacy**





Financial
      institutions are required to disclose their policies for collecting and
      protecting confidential information. Customers generally may prevent financial
      institutions from sharing nonpublic personal financial information with
      nonaffiliated third parties except under narrow circumstances, such as the
      processing of transactions requested by the consumer or when the financial
      institution is jointly sponsoring a product or service with a nonaffiliated
      third party. Additionally, financial institutions generally may not disclose
      consumer account numbers to any nonaffiliated third party for use in
      telemarketing, direct mail marketing or other marketing to consumers.





**Anti-Terrorism
      and Money Laundering Legislation**





Seasons
      Bank is subject to the Uniting and Strengthening America by Providing
      Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
      ( the
      “ USA
      PATRIOT  Act”),
      as
      it amended the Bank Secrecy Act and the rules and regulations of the Office
      of
      Foreign Assets Control (the “OFAC”). These statutes and related rules and
      regulations impose requirements and limitations on specific financial transactions and account
      relationships, intended to guard against money laundering and terrorism
      financing. Seasons
      Bank has established a
      customer identification program pursuant to Section
      326 of the USA PATRIOT Act and the Bank Secrecy Act, and otherwise has
      implemented policies and procedures to comply with the foregoing
      rules.





**Federal
      Deposit Insurance Reform**




On
      February 8, 2006, President Bush signed the Federal Deposit Insurance Reform
      Act
      of 2005 (“FDIRA”). The FDIC must adopt rules implementing the various provisions
      of FDIRA by November 5, 2006.





Among
      other things, FDIRA changes the Federal deposit insurance system
      by:




·
            raising
                the coverage level for retirement accounts to
                $250,000;




·
            indexing
                deposit insurance coverage levels for inflation beginning in
                2012;




·
            prohibiting
                undercapitalized financial institutions from accepting employee benefit
                plan deposits;




·
            merging
                the Bank Insurance Fund and Savings Association Insurance Fund into
                a new
                Deposit Insurance Fund (“DIF”); and




·
            providing
                credits to financial institutions that capitalized the FDIC prior
                to 1996
                to offset future assessment
                premiums.





FDIRA
      also authorizes the FDIC to revise the current risk-based assessment system,
      subject to notice and comment, and caps the amount of the DIF at 1.50% of
      domestic deposits. The FDIC must issue cash dividends, awarded on a historical
      basis, for the amount of the DIF over the 1.50% ratio. Additionally, if the
      DIF
      exceeds 1.35% of domestic deposits at year-end, the FDIC must issue cash
      dividends, awarded on a historical basis, for half of the amount of the excess.





**Proposed
      Legislation and Regulatory Action**





New
      regulations and statutes are regularly proposed that contain wide-ranging
      potential changes to the structures, regulations and competitive relationships
      of financial institutions operating and doing business in the United States.
      We
      cannot predict whether or in what form any proposed regulation or statute will
      be adopted or the extent to which our business may be affected by any new
      regulation or statute.





12
 *Table
            of Contents*





**Effect
      of Governmental Monetary Policies**





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





**ITEM
                2.**
            **DESCRIPTION
                OF PROPERTY**





The
      Bank’s main office is located at 336 Blue Ridge Street in Blairsville, Georgia.
      Located next to the public library on Blue Ridge Street, a major road in
      Blairsville with good access from U.S. 19 and U.S. 76, this site is well suited
      for Seasons Bank to serve its market. Construction of our permanent facility
      was
      completed in December 2003. The permanent facility is a two-story, rock veneer
      building with 12,250 square feet. It features traditional bank architecture
      and
      includes three drive-up windows and an automated teller machine.





Seasons
      Bank’s Blue Ridge office is located at 2517 Appalachian Highway in Blue Ridge,
      Georgia. Located on Highway 515, a major road in Blue Ridge, this site is well
      suited for Seasons Bank to serve its market. The branch is currently utilizing
      a
      mobile unit and plans to construct a permanent facility in the third quarter
      of
      2006.





**ITEM
                3.**
            **LEGAL
                PROCEEDINGS**





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





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





None.








**PART
      II**




**ITEM
                  5.**
              **MARKET
                  FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                  PURCHASES OF EQUITY
                  SECURITIES**





The
      Company closed a secondary offering of securities on February 17, 2006. All
      sales of securities by the Company in 2005 and 2006 were registered under the
      Securities Act. There is currently no established market for the Company’s
      common stock, and an active trading market is not likely to develop. The Company
      does not have any plans to list its common stock on any stock exchange or on
      the
      over-the-counter market. As a result, investors who need or wish to dispose
      of
      all or any part of their common stock may be unable to do so except in private,
      directly negotiated sales.





On
      March 17, 2006, the Company had approximately 881 shareholders of record
      who owned an aggregate of 1,032,890 shares.





13
 *Table
            of Contents*





The
      Company has paid no dividends on its common stock since its organization. The
      principal source of the Company’s cash flow, including cash flow to pay
      dividends to its shareholders, is dividends that the Bank pays to the Company
      as
      its sole shareholder. Statutory and regulatory limitations apply to the Bank’s
      payment of dividends to the Company, as well as to the Company’s payment of
      dividends to its shareholders. For a complete discussion of restrictions on
      dividends, see “Part I—Item 1. Description of Business—Supervision and
      Regulation—Payment of Dividends.”





**ITEM
                6.**
            **MANAGEMENT’S
                DISCUSSION AND ANALYSIS**





The
      response to this Item is included in the Company’s 2005 Annual Report to
      Shareholders, under the heading “Management’s Discussion and Analysis,” and is
      incorporated herein by reference.





The
      following discussion describes our results of operations for 2005 and 2004
      and
      also analyzes our financial condition as of December 31, 2005 and 2004. Like
      most community banks, we derive most of our income from interest we receive
      on
      our loans and investments. Our primary source of funds for making these loans
      and investments is our deposits on which we pay interest. Consequently, one
      of
      the key measures of our success is our amount of net interest income, or the
      difference between the income on our interest-earning assets, such as loans
      and
      investments, and the expense on our interest-bearing liabilities, such as
      deposits. Another key measure is the spread between the yield we earn on these
      interest-earning assets and the rate we pay on our interest-bearing liabilities.





We
      have
      included a number of tables to assist in our description of these measures.
      For
      example, the “Average Balances” table shows the average balance during 2005 of
      each category of our assets and liabilities, as well as the yield we earned
      or
      the rate we paid with respect to each category. A review of this table shows
      that our loans typically provide higher interest yields than do other types
      of
      interest earning assets, which is why we intend to channel a substantial
      percentage of our earning assets into our loan portfolio. We also track the
      sensitivity of our various categories of assets and liabilities to changes
      in
      interest rates, and we have included a discussion and tabular illustration
      of
      our interest rate sensitivity under “Asset/Liability Management.” Finally, we
      have included a number of tables along with this discussion that provide details
      about our securities, our loans, and our deposits.





There
      are
      risks inherent in all loans, therefore, we maintain an allowance for loan losses
      to absorb probable losses on existing loans that may become uncollectible.
      We
      establish and maintain this allowance by charging a provision for loan losses
      against our operating earnings. In the following section we have included a
      detailed discussion of this process, as well as several tables describing our
      allowance for loan losses and the allocation of this allowance among our various
      categories of loans.





In
      addition to earning interest on our loans and investments, we earn income
      through fees and other expenses we charge to our customers. We describe the
      various components of this noninterest income, as well as our noninterest
      expense, in the following discussion.





The
      following discussion and analysis also identifies significant factors that
      have
      affected our financial position and operating results during the periods
      included in the accompanying financial statements. We encourage you to read
      this
      discussion and analysis in conjunction with our financial statements and the
      related notes and the other statistical information also included in this
      report.





**Forward-Looking
      Statements**





The
      following discussion as well as all statements in this registration statement
      includes “forward-looking statements” within the meaning of section 27A of the
      Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
      Act of 1934, as amended. These forward-looking statements are not based on
      historical facts and may be identified by their reference to a future period
      or
      by the use of forward-looking terminology, such as “anticipate,” “estimate,”
“expect,” “may” and “should.” We caution you not to place undue reliance on
      these forward-looking statements. Actual results could differ materially from
      those indicated in such forward-looking statements due to a variety of factors.
      These factors include, but are not limited to, changes in economic conditions
      and government fiscal and monetary policies, changes in prevailing interest
      rates and effectiveness of our interest rate strategies, laws, regulations
      and
      regulatory authorities affecting financial institutions, changes in and
      effectiveness of our operating or expansion strategies, geographic concentration
      of our assets and operations, competition from other financial services
      companies, unexpected financial results or outcomes of legal proceedings, and
      other risks detailed from time to time in the Company’s press releases and
      filings with the Securities and Exchange Commission. We undertake no obligation
      to update these forward-looking statements to reflect events or circumstances
      occurring after the date of this Report.





14
 *Table
            of Contents*





**Executive
      Summary**





Our
      2005
      results were highlighted by loan growth and the improvement in earning asset
      mix
      that improved net interest margin. Our critical success factors include
      management of interest rate risk and credit risk, superior service delivery,
      and
      productivity and expense control.




We
      are a
      $75.7 million financial institution with the main office located in Blairsville,
      Union County, Georgia and a branch located in Blue Ridge, Fannin County,
      Georgia. We gather substantially all of our deposits in this market area. We
      use
      local deposits, as well as internet deposits and short term borrowings to fund
      our loan and investment portfolios. We earn interest income on our loans and
      investments. In addition, we generate non-interest income primarily from deposit
      services. Our principal non-interest expenses include employee compensation
      and
      benefits, occupancy and equipment related costs, technology and other
      administrative expenses. Our volumes, and accordingly our financial results,
      are
      affected by the economic environment, including interest rates, consumer and
      business confidence and spending, as well as the competitive conditions within
      our industry.




For
      the
      year ended December 31, 2005, we reported a consolidated net loss of $154,000
      compared to a net loss of $506,000 for the year ended December 31, 2004. Based
      upon the weighted average number of shares outstanding as of December 31, 2005
      and 2004 of 916,448 and 913,834, respectively, the loss per share was $.17
      for
      the year 2005 versus a loss per share of $.55 for the year 2004. Our net
      interest income increased in 2005 as we reallocated larger portions of our
      interest earning assets into our higher yielding loan portfolio. Our operating
      expenses increased in 2005 as a result of general growth of the company. See
      “Results of Operations” in this discussion for more details as to the factors,
      which affect our performance.





On
      January 20, 2004, we changed the corporate name of our bank subsidiary from
      Generations Bank to Seasons Bank. On March 17, 2004 we changed the corporate
      name of the holding company from Generations Bancshares, Inc. to Seasons
      Bancshares, Inc.





**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
      consolidated 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 Note 1. of our consolidated
      financial statements which are included in this annual report on form 10-KSB
      regarding our accounting policies for the allowance for loan losses as well
      as
      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.





15
 *Table
            of Contents*





**Financial
      Condition at December 31, 2005 and 2004**





**Overview**





Total
      assets at December 31, 2005 were approximately $75,758,000 compared to
      approximately $54,571,000 as of December 31, 2004. During 2005, our loans grew
      to approximately 64,494,000 compared to approximately $42,296,000 at December
      31, 2004, an increase of $22,198,000. This increase was primarily funded by
      Federal Home Loan Bank advances of $4,400,000, reducing federal funds sold
      of
      $630,000, purchasing federal funds and deposit growth of
      $16,112,000.





**Interest-Earning
      Assets**





In
      banking, the predominant interest-earning assets are loans and securities.
      The
      proportion of interest earning assets to total assets measures the effectiveness
      of management’s efforts to invest available funds into the most profitable
      interest-earning assets. The following discussion focuses on loans, the related
      allowance for loan losses, and securities.





**Loans**





The
      amount of loans outstanding as of December 31, 2005 and December 31, 2004 are
      shown in the following table according to the type of loan.





(Dollars
                in Thousands)**2005**
            
            **2004**Commercial
            
            $
            4,703
            
            $
            10,197Real
                estate-commercial
            
            
            29,156
            
            
            10,927Real
                estate-construction
            
            
            14,999
            
            
            9,297Real
                estate-mortgage
            
            
            13,293
            
            
            10,238Consumer
                installment loans and other
            
            
            2,420
            
            
            1,70364,571
            
            
            42,362Less
                deferred loan fees
            
            
            (77
            )
            
            (66
            )Less
                allowance for loan losses
            
            
            (900
            )
            
            (539
            )Net
                loans
            
            $
            63,594
            
            $
            41,757








We
      have
      89.0% of our loan portfolio collateralized by real estate located in our primary
      market areas of Union County, Fannin County, and surrounding Georgia counties.
      A
      breakdown of our real estate loan portfolio is as follows: Our construction
      and
      land development loans, which comprise 23.2% of the loan portfolio, consists
      of
      loans primarily collateralized by one to four family residential properties.
      Commercial real estate loans comprise 45.2% of the loan portfolio, and other
      real estate mortgages total 20.6% of the loan portfolio. We generally require
      that loans collateralized by real estate not exceed customary collateral
      values.





The
      remaining 11.0% of the loan portfolio consists of commercial, consumer, and
      other loans. We require collateral commensurate with the repayment ability
      and
      creditworthiness of the borrower.





The
      specific economic and credit risks associated with our loan portfolio,
      especially the real estate portfolio, include, but are not limited to, a general
      downturn in the economy which could affect unemployment rates in our market
      area, general real estate market deterioration, interest rate fluctuations,
      deteriorated or non-existing collateral, title defects, inaccurate appraisals,
      financial deterioration of borrowers, fraud, and any violation of banking
      protection laws. Construction lending can also present other specific risks
      to
      the lender such as whether developers can find builders to buy lots for home
      construction, whether the builders can obtain financing for the construction,
      whether the builders can sell the home to a buyer, and whether the buyer can
      obtain permanent financing. Currently, real estate values and employment trends
      in our market area are stable.




16
 *Table
            of Contents*





We
      attempt to reduce these economic and credit risks not only by adhering to loan
      to value guidelines, but also by investigating the creditworthiness of the
      borrower and monitoring the borrower’s financial position. Also, we establish
      and periodically review our lending policies and procedures. Banking regulations
      limit exposure by prohibiting loan relationships that exceed 25% of our bank’s
      statutory capital and surplus, or $1,705,000 as of December 31,
      2005.





**Maturities
      and Sensitivities of Loans to Changes in Interest Rates**





Total
      loans as of December 31, 2005 are shown in the following table according to
      contractual maturity classifications one year or less, after one year through
      five years, and after five years.





(Dollars
                in Thousands)**2005**CommercialOne
                year or less
            
            $
            3,225After
                one year through five years
            
            
            1,388After
                five years
            
            
            904,703ConstructionOne
                year or less
            
            
            14,060After
                one year through five years
            
            
            939After
                five years
            
            
            **-**14,999OtherOne
                year or less
            
            
            34,981After
                one year through five years
            
            
            9,382After
                five years
            
            
            50644,869$
            64,571





The
      following table summarizes loans at December 31, 2005 with the due dates after
      one year that have predetermined and floating or adjustable interest
      rates.





(Dollars
                in Thousands)**2005**Predetermined
                interest rates
            
            $
            11,808Floating
                or adjustable interest rates
            
            
            497$
            12,305





**Risk
      Elements of the Loan Portfolio**





Each
      loan
      carries a degree of credit risk. Management’s evaluation of this risk is
      ultimately reflected in the estimate of probable loan losses that is reported
      in
      the Company’s financial statements as the allowance for loan losses. Changes in
      this ongoing evaluation over time are reflected in the provision for loan losses
      charged to operating expense.





In
      the
      table below is a listing of certain risk elements in our loan portfolio. It
      is
      our policy to discontinue the accrual of interest income when, in the opinion
      of
      management, collection of interest becomes doubtful. The collection of interest
      becomes doubtful when there is a significant deterioration in the financial
      condition of the borrower and full repayment of principal and interest is not
      expected unless the loan is both well-secured and in the process of
      collection.




17
 *Table
            of Contents*





Loans
      classified for regulatory purposes as loss, doubtful, substandard, or special
      mention that have not been included in the table below and do not represent
      or
      result from trends or uncertainties that management reasonably expects will
      materially impact future operating results, liquidity, or capital resources.
      These classified loans do not represent material credits about which we are
      aware of any information that causes us to have serious doubts as to the ability
      of such borrowers to comply with the loan repayment terms.





Information
      with respect to nonaccrual, past dues, and restructured loans as of December
      31,
      2005 and 2004 are as follows:





**December
                31,****2005**
            
            **2004**(Dollars
                in Thousands)Nonaccrual
                loans
            
            $
            17
            
            $
            22Loans
                contractually past due ninety days or more as to interest or principal
                payments and still accruing
            
            
            196
            
            
            20Restructured
                loans
            
            
            0
            
            
            0Loans,
                now current about which there are serious doubts as to the ability
                of the
                borrower to comply with loan repayment terms
            
            
            0
            
            
            0Interest
                income that would have been recorded on nonaccrual and restructured
                loans
                under original terms
            
            
            0
            
            
            5Interest
                income that was recorded on nonaccrual and restructured
                loans
            
            
            0
            
            
            0





**Allowance
      for Loan Losses**





In
      making
      our risk evaluation and establishing an allowance level that we believe is
      adequate to absorb probable losses in the portfolio, we consider various sources
      of information. Some of the more important sources include our ongoing review
      of
      the loan portfolio, which is undertaken both to ascertain whether there are
      probable losses, which must be charged off, and to assess the risk
      characteristics of the portfolio in the aggregate. This review takes into
      consideration the judgments of the responsible lending officers and senior
      management, and also those of bank regulatory agencies that review the loan
      portfolio as part of the regular bank examination process. Finally, we retain
      internal and external credit reviews to perform independent reviews of the
      risk
      management process, adequacy of loan documentation and the risk ratings and
      appropriateness of the level of Allowance for Loan Losses. Loans identified
      as
      having increased credit risk are classified in accordance with our loan policy
      and appropriate reserves are established for each loan classification category.
      Due to limited loan loss experience, reserves are established for the remaining
      unclassified portion of the loan portfolio based on a predetermined
      factor.





In
      evaluating the allowance, we consider the historical loan loss experience of
      the
      Company, the amount of past due and nonperforming loans, current and anticipated
      economic conditions, lender requirements and other appropriate
      information.





The
      provision for loan losses charged to expense was $396,000 and $392,500,
      respectively, for the years ended December 31, 2005 and 2004. The amounts
      provided were due primarily to the growth of the portfolio. Based upon our
      evaluation of the loan portfolio, we believe the allowance for loan losses
      is
      adequate to absorb possible losses on existing loans that may become
      uncollectible. Our evaluation considers the credit quality of our loan
      portfolio, underlying collateral values, and current economic conditions that
      may affect the borrower’s ability to repay. As of December 31, 2005, we had
      nonperforming loans of $17,000. The allowance for loan losses as a percentage
      of
      total loans as of December 31, 2005 and 2004 was 1.40%. and 1.27%,
      respectively.




18
 *Table
            of Contents*





As
      of
      December 31, 2005 and 2004, we had made no allocations of our allowance for
      loan
      losses to specific categories of loans. Based on our best estimate, the
      allocation of the allowance for loan losses to types of loans, as of the
      indicated dates, is as follows:





**Amount**
            
            **Percent
                of loans in**
              **each
                category**
              **to
                total loans**
            
            **Amount**
            
            **Percent
                of loans in**
              **each
                category**
              **to
                total loans****(Dollars
                in Thousands)****2005**
            
            **2004**Commercial
            
            $
            66
            
            
            7.28
            %
            $
            130
            
            
            24.07
            %Real
                estate - commercial
            
            
            407
            
            
            45.15
            
            
            139
            
            
            25.79Real
                estate - construction
            
            
            209
            
            
            23.23
            
            
            118
            
            
            21.95Real
                estate - mortgage
            
            
            186
            
            
            20.59
            
            
            130
            
            
            24.17Consumer
                installment and other
            
            
            32
            
            
            3.75
            
            
            22
            
            
            4.02$
            900
            
            
            100.00
            %
            $
            539
            
            
            100.00
            %





**Summary
      of Loan Loss Experience**





The
      following table summarizes average loan balances for the year determined using
      the daily average balances during the period of banking operations; changes
      in
      the allowance for loan losses arising from loans charged off and recoveries
      on
      loans previously charged off; additions to the allowance which have been charged
      to operating expense; and the ratio of net charge-offs during period to average
      loans for December 31, 2005 and 2004.





**December
                31,****2005**
            
            **2004****(Dollars
                in Thousands)**Average
                amount of loans outstanding
            
            $
            55,543
            
            $
            32,980Balance
                of allowance for loan losses at beginning of period
            
            $
            539
            
            $
            271Loans
                charged offCommercial
                and financial
            
            
            13
            
            
            25Real
                estate mortgage
            
            
            -
            
            
            -Installment
            
            
            25
            
            
            1038
            
            
            35Loans
                recoveredCommercial
                and financial
            
            
            -
            
            
            -Real
                estate mortgage
            
            
            -
            
            
            -Installment
            
            
            3
            
            
            -3
            
            
            -Net
                charge-offs
            
            
            35
            
            
            35Additions
                to allowance charged to operating expense during period
            
            
            396
            
            
            303Balance
                of allowance for loan losses at end of period
            
            $
            900
            
            $
            539Ratio
                of net loans charged off during the period to average loans
                outstanding
            
            
            .06
            %
            
            .11
            %




19
 *Table
            of Contents*





**Securities**





The
      carrying amounts of securities at the dates indicated, which are all classified
      as available-for-sale, are summarized as follows for the years ending December
      31, 2005 and 2004.





**December
                31****2005**
            
            **2004****(Dollars
                in Thousands**)Debt
                securities:U.S.
                Agency securities
            
            $
            4,961
            
            $
            4,960Mortgage
                backed securities
            
            
            1,215
            
            
            1,6576,176
            
            
            6,617





**Maturities**





The
      amount of debt securities in each category as of December 31, 2005 are shown
      in
      the following table according to contractual maturity classifications (1) one
      year or less, (2) after one through five years (3) after five through ten years
      and (4) greater than ten years.





**Government
                Agencies**
            
            **Mortgage-backed****Securities****Amount**
            
            **Yield(1)**
            
            **Amount**
            
            **Yield
                (1)(2)**(Dollars
                in Thousands)One
                year or less
            
            $
            3,964
            
            
            2.09
            %
            $
            -
            
            
            -After
                one through five years
            
            
            997
            
            
            4.77
            %
            
            275
            
            
            4.50
            %After
                five through ten years
            
            
            -
            
            
            -
            
            
            702
            
            
            4.50
            %Greater
                than ten years
            
            
            -
            
            
            -
            
            
            238
            
            
            5.50
            %$
            4,961
            
            
            2.62
            %
            $
            1,215
            
            
            4.70
            %





(1)
            Yields
                were computed using coupon interest, adding discount accretion or
                subtracting premium amortization, as appropriate, on a basis over
                the life
                of each security.


(2)
            Yields
                on state and municipal securities are not stated on a tax-equivalent
                basis.





**Interest-Bearing
      Liabilities**





Our
      primary source of funds is deposits. Emphasis has been placed upon
      attracting both commercial and consumer deposits. It is the Company’s intent to
      expand its deposit base in order to continue to fund asset growth. The following
      discussion focuses on our deposit base. As of December 31, 2005, we have the
      ability on a short-term basis to borrow and purchase Federal funds from other
      financial institutions and borrow from the Federal Home Loan Bank of Atlanta.
      At
      December 31, 2005, we had arrangements with three commercial banks for
      short-term advances of $4,500,000.





**Deposits**





Average
      non-interest bearing deposits in 2005 accounted for 7.80% of average total
      deposits. We do not expect non-interest bearing funds to be a significant source
      of funds for us based upon the demographics of our market area.





20
 *Table
            of Contents*





Below
      is
      a table that summarizes our deposit base for the years ended December 31, 2005
      and 2004. Average amount of deposits and average rates paid thereon, classified
      as to noninterest-bearing demand deposits, interest-bearing demand deposits,
      savings deposits, and time deposits, for the period of operations is presented
      below. (1)





**Amount**
            
            **Percentage**
              **Rates
                Paid**
            
            **Amount**
            
            **Percentage**
              **Rates
                Paid****(Dollars
                in Thousands)****2005**
            
            **2004**Noninterest-bearing
                demand deposits
            
            $
            4,373
            
            
            -
            %
            $
            2,770
            
            
            -
            %Interest-bearing
                demand deposits and savings
            
            
            11,112
            
            
            2.38
            %
            
            8,062
            
            
            1.08
            %Time
                deposits
            
            
            40,596
            
            
            3.35
            %
            
            27,325
            
            
            2.93
            %Total
                deposits
            
            $
            56,081
            
            
            
            
            
            38,157





(1)
            Average
                balances were determined using the daily average
                balances.





The
      amounts of time certificates of deposit issued in amounts of $100,000 or more
      as
      of December 31, 2005 are shown below by category, which is based on time
      remaining until maturity of (1) three months or less, (2) over three through
      six
      months, (3) over six through twelve months, and (4) over twelve
      months.





**(Dollars
                in Thousands)****2005**Three
                months or less
            
            $
            3,810Over
                three months through six months
            
            
            4,458Over
                six months through twelve months
            
            
            5,806Over
                twelve months
            
            
            4,051Total
            
            $
            18,125





**Liquidity,
      Capital and Stockholders’ Equity**





The
      purpose of liquidity management is to ensure that there are sufficient cash
      flows to satisfy demands for credit, deposit withdrawals, and our other needs.
      Traditional sources of liquidity include asset maturities and growth in core
      deposits. A company may achieve its desired liquidity objectives from the
      management of assets and liabilities and through funds provided by operations.
      Funds invested in short-term marketable instruments and the continuous maturing
      of other earning assets are sources of liquidity from the asset perspective.
      The
      liability base provides sources of liquidity through deposit growth, the
      maturity structure of liabilities, and accessibility to market sources of
      funds.





Scheduled
      loan payments are a relatively stable source of funds, but loan payoffs and
      deposit flows fluctuate significantly, being influenced by interest rates and
      general economic conditions and competition. We attempt to price deposits to
      meet asset/liability objectives consistent with local market
      conditions.





Our
      liquidity and capital resources are monitored on a periodic basis by management
      and regulatory authorities. As determined under guidelines established by
      regulatory authorities and internal policy, our liquidity is considered
      satisfactory.





At
      December 31, 2005, our capital ratios were considered adequate based on
      regulatory minimum capital requirements. Our shareholders’ equity increased
      during 2005 primarily due to proceeds from the sale of common stock of $715,644
      and the reported net loss of $154,000 and unrealized losses on securities
      available for sale of which $31,000 has been recorded as a component of
      accumulated other comprehensive loss in stockholders’ equity.





In
      the
      future, the primary source of funds available to us will be the payment of
      dividends by our bank subsidiary. Banking regulations limit the amount of the
      dividends that may be paid without prior approval of the bank’s regulatory
      agency. Currently, no dividends can be paid by the bank to us without regulatory
      approval.





21
 *Table
            of Contents*





The
      minimum capital requirements to be considered well capitalized under prompt
      corrective action provisions and the actual capital ratios for the Bank as
      of
      December 31, 2005 are as follows:





**Bank**
              **Capital
                Percentages**
            
            **Regulatory**
              **Requirements**Leverage
                capital ratio
            
            
            9.12
            %
            
            5.00
            %Risk-based
                capital ratios:Core
                capital
            
            
            10.58
            
            
            6.00Total
                capital
            
            
            11.96
            
            
            10.00





These
      ratios will decline as asset growth continues, but are expected to exceed the
      regulatory minimum requirements.





We
      believe that our liquidity and capital resources are adequate and will meet
      our
      foreseeable short and long-term needs. We anticipate that we will have
      sufficient funds available to meet current loan commitments and to fund or
      refinance, on a timely basis, our other material commitments and
      liabilities.





Management
      is not aware of any known trends, events or uncertainties other than those
      discussed above that will have or that are reasonably likely to have a material
      effect on our liquidity, capital resources or operations. Management is also
      not
      aware of any current recommendations by the regulatory authorities that, if
      they
      were implemented, would have such an effect.





**Return
      on Assets and Stockholders’ Equity**





The
      following rate of return information for the years ending December 31, 2005
      and
      2004 indicated is presented below.





**2005**
            
            **2004**Return
                on assets (1)
            
            
            (.23
            )%
            
            (1.12
            )%Return
                on equity (2)
            
            
            (2.43
            )%
            
            (7.53
            )%Dividend
                payout ratio (3)
            
            
            -
            
            
            -Equity
                to assets ratio (4)
            
            
            9.53
            %
            
            14.83
            %





(1)
            Net
                loss divided by average total
                assets.


(2)
            Net
                loss divided by average equity.


(3)
            Dividends
                declared per share of common stock divided by net loss per
                share.


(4)
            Average
                equity divided by average total
                assets.





**Off
      Balance Sheet Arrangements**





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 December 31, 2005, we had
      issued commitments to extend credit of $7,517,000 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
      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.





If
      needed, we have the ability on a short-term basis to borrow and purchase Federal
      funds from other financial institutions and from the Federal Home Bank of
      Atlanta. At December 31, 2005, we had arrangements with three commercial banks
      for short-term advances of $4,500,000.





22
 *Table
            of Contents*





**Asset/Liability
      Management**





Our
      objective is to manage assets and liabilities to provide a satisfactory,
      consistent level of profitability within the framework of established cash,
      loan, investment, borrowing, and capital policies. Certain officers are charged
      with the responsibility for monitoring policies and procedures that are designed
      to ensure acceptable composition of the asset/liability mix. Our management’s
      overall philosophy is to support asset growth primarily through growth of core
      deposits of all categories made by local individuals, partnerships, and
      corporations.





Our
      asset/liability mix is monitored on a regular basis with a report reflecting
      the
      interest rate-sensitive assets and interest rate-sensitive liabilities being
      prepared and presented to the board of directors on a periodic basis. The
      objective of this policy is to monitor interest rate-sensitive assets and
      liabilities so as to minimize the impact of substantial movements in interest
      rates on earnings. An asset or liability is considered to be interest
      rate-sensitive if it will reprice or mature within the time period analyzed,
      usually one year or less. The interest rate-sensitivity gap is the difference
      between the interest-earning assets and interest-bearing liabilities scheduled
      to mature or reprice within such time period. A gap is considered positive
      when
      the amount of interest rate-sensitive assets exceeds the amount of interest
      rate-sensitive liabilities. A gap is considered negative when the amount of
      interest rate-sensitive liabilities exceeds the interest rate-sensitive assets.
      During a period of rising interest rates, a negative gap would tend to affect
      net interest income adversely, while a positive gap would tend to result in
      an
      increase in net interest income. Conversely, during a period of falling interest
      rates, a negative gap would tend to result in an increase in net interest
      income, while a positive gap would tend to affect net interest income adversely.
      If our assets and liabilities were equally flexible and moved concurrently,
      the
      impact of any increase or decrease in interest rates on net interest income
      would be minimal.





A
      simple
      interest rate “gap” analysis by itself may not be an accurate indicator of how
      net interest income will be affected by changes in interest rates. Accordingly,
      we also evaluate how the repayment of particular assets and liabilities is
      impacted by changes in interest rates. Income associated with interest-earning
      assets and costs associated with interest-bearing liabilities may not be
      affected uniformly by changes in interest rates. In addition, the magnitude
      and
      duration of changes in interest rates may have a significant impact on net
      interest income. For example, although certain assets and liabilities may have
      similar maturities or periods of repricing, they may react in different degrees
      to changes in market interest rates. Interest rates on certain types of assets
      and liabilities fluctuate in advance of changes in general market rates, while
      interest rates on other types may lag behind changes in general market rates.
      In
      addition, certain assets, such as adjustable rate mortgage loans, have features
      (generally referred to as “interest rate caps and floors”) that limit changes in
      interest rates. Prepayment and early withdrawal levels also could deviate
      significantly from those assumed in calculating the interest rate gap. The
      ability of many borrowers to service their debts also may decrease during
      periods of rising interest rates.





Changes
      in interest rates also affect our liquidity position. We currently price
      deposits in response to market rates and it is management’s intention to
      continue this policy. If deposits are not priced in response to market rates,
      a
      loss of deposits could occur that would negatively affect our liquidity
      position.





At
      December 31, 2005, our cumulative one year interest rate-sensitivity gap ratio
      was 104%. Our targeted ratio is 80% to 120% in this time horizon. This indicates
      that our interest-bearing liabilities will reprice during this period at a
      rate
      faster than our interest-earning assets. It is our belief that as long as we
      pay
      the prevailing market rate on these type of deposits, our liquidity, while
      not
      assured, will not be negatively affected.





The
      following table sets forth the distribution of the repricing of our
      interest-earning assets and interest-bearing liabilities as of December 31,
      2005, the interest rate-sensitivity gap, the cumulative interest
      rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative
      interest rate-sensitivity gap ratio. The table also sets forth the time periods
      in which interest-earning assets and interest-bearing liabilities will mature
      or
      may reprice in accordance with their contractual terms. However, the table
      does
      not necessarily indicate the impact of general interest rate movements on the
      net interest margin as the repricing of various categories of assets and
      liabilities is subject to competitive pressures and the needs of our customers.
      In addition, various assets and liabilities indicated as repricing within the
      same period may in fact, reprice at different times within this period and
      at
      different rates.





23
 *Table
            of Contents*





Within
              Three
              Months
            
            After
              Three
              Months
              but
              Within
              One
                Year
            
            After
              One
              Year
                but
              Within
              Five
              Years
            
            After
              Five
              Years
            
            Total(Dollars
                in Thousands)Interest-earning
                assets:Interest-bearing
                deposits in banks
            
            $
            80
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            804Federal
                funds sold
            
            
            464
            
            
            -
            
            
            -
            
            
            -
            
            
            464Securities
            
            
            1,495
            
            
            2,469
            
            
            1,272
            
            
            940
            
            
            6,176Loans
            
            
            30,413
            
            
            19,122
            
            
            12,220
            
            
            2,739
            
            
            64,49432,452
            
            
            21,591
            
            
            13,492
            
            
            3,679
            
            
            71,214Interest-bearing
                liabilities:Interest-bearing
                demand deposits and savings
            
            
            17,682
            
            
            -
            
            
            -
            
            
            -
            
            
            17,682Certificates,
                less than $100,000
            
            
            6,281
            
            
            9,487
            
            
            6,417
            
            
            -
            
            
            22,185Certificates,
                $100,000 and over
            
            
            3,810
            
            
            10,365
            
            
            3,951
            
            
            -
            
            
            18,126Other
                borrowings
            
            
            4,400
            
            
            -
            
            
            -
            
            
            -
            
            
            4,40032,173
            
            
            19,852
            
            
            10,368
            
            
            -
            
            
            62,393Interest
                rate sensitivity gap
            
            $
            279
            
            $
            1,739
            
            $
            3,124
            
            $
            3,679
            
            $
            8,821Cumulative
                interest rate sensitivity gap
            
            $
            279
            
            $
            2,018
            
            $
            5,142
            
            $
            8,821Interest
                rate sensitivity gap ratio
            
            
            1.01
            
            
            1.09
            
            
            1.30
            
            
            -Cumulative
                interest rate sensitivity gap ratio
            
            
            1.01
            
            
            1.04
            
            
            1.08
            
            
            1.14





**Results
      of Operations for the Years Ended December 31, 2005 and
      2004**





For
      the
      year ended December 31, 2005, we reported a consolidated net loss of $154,000
      compared to a net loss of $506,000 for the year ended December 31, 2004. The
      loss per share was $.17 for the year 2005 compared to a loss per share of $.55
      for the year 2004.





**Net
      Interest Income**





Our
      results of operations are determined by our ability to manage interest income
      and expense effectively, to minimize loan and investment losses, to generate
      non-interest income, and to control operating expenses. Because interest rates
      are determined by market forces and economic conditions beyond our control,
      our
      ability to generate net interest income is dependent upon our ability to obtain
      an adequate net interest spread between the rate we pay on interest-bearing
      liabilities and the rate we earn on interest-earning assets.





The
      net
      yield on average interest-earning assets during 2005 was 4.24% as compared
      to
      3.92% for 2004. Average loans were $55.5 million, average securities were $6.4
      million, and average federal funds sold were $172 thousand. Average
      interest-bearing liabilities were $55.6 million. During 2005, the rate earned
      on
      average interest-earning assets was 7.06%, and the rate paid on average
      interest-bearing liabilities was 3.18%, resulting in a net interest spread
      of
      3.88%. Our net interest margin has increased primarily due to the increase
      in
      the average balance of loans outstanding as well as increases in the prime
      lending rate. We expect our net interest margins to increase during 2006 as
      we
      invest our interest earning assets primarily in loans.





24
 *Table
            of Contents*





For
      2004,
      the rate earned on average interest-earning assets was 6.05%, and the rate
      paid
      on average interest-bearing liabilities was 2.50%, resulting in a net interest
      spread of 3.55%.





The
      following table sets forth the amount of our interest income and interest
      expense for each category of average interest-earning assets and average
      interest-bearing liabilities and the average interest rate for total
      interest-earning assets and total interest-bearing liabilities, net interest
      spread and net yield on average interest-earning assets (dollars in
      thousands).





Year
                ending 2005
            
            Year
                ending 2004Average
              Balances(1)
            
            Income/
              Expense
            
            Yields/
              Rates
            
            Average
              Balances(1)
            
            Income/
              Expense
            
            Yields/
              RatesCash
                and non interest bearing due from banks
            
            $
            1,063
            
            $
            -
            
            
            -
            %
            $
            1,004
            
            $
            -
            
            
            -
            %Interest-bearing
                deposits in banks
            
            
            100
            
            
            4
            
            
            4.47
            
            
            -
            
            
            -
            
            
            -Federal
                funds sold
            
            
            172
            
            
            6
            
            
            3.37
            
            
            1,805
            
            
            22
            
            
            1.22Taxable
                securities
            
            
            6,446
            
            
            172
            
            
            2.86
            
            
            7,007
            
            
            177
            
            
            2.53Restricted
                equity securities
            
            
            269
            
            
            9
            
            
            3.25
            
            
            -
            
            
            -
            
            
            -Unrealized
                losses on securities
            
            
            (85
            )
            
            -
            
            
            -
            
            
            (33
            )
            
            -
            
            
            -Loans
                (2) (3)
            
            
            55,543
            
            
            4,222
            
            
            7.60
            
            
            32,980
            
            
            2,331
            
            
            7.07Allowance
                for loan losses
            
            
            (689
            )
            
            -
            
            
            -
            
            
            (408
            )
            
            -
            
            
            -Other
                assets
            
            
            3,753
            
            
            -
            
            
            -
            
            
            2,976
            
            
            -
            
            
            -Total
                assets
            
            $
            66,572
            
            
            
            
            
            
            
            $
            45,331Total
                interest-earning assets
            
            $
            62,530
            
            $
            4,413
            
            
            7.06
            %
            $
            41,792
            
            $
            2,530
            
            
            6.05
            %Noninterest-bearing
                demand
            
            $
            4,373
            
            
            -
            
            
            -
            %
            $
            2,770
            
            
            -
            
            
            -
            %Interest-bearing
                demand and savings
            
            
            11,112
            
            
            265
            
            
            2.38
            
            
            8,062
            
            
            87
            
            
            1.08Time
                deposits
            
            
            40,596
            
            
            1,362
            
            
            3.35
            
            
            27,325
            
            
            802
            
            
            2.93Total
                deposits
            
            $
            56,081
            
            
            
            
            
            
            
            $
            38,157Federal
                Home LoanBank
                advances
            
            
            3,159
            
            
            112
            
            
            3.54
            
            
            125
            
            
            2
            
            
            1.48Federal
                funds purchased
            
            
            704
            
            
            28
            
            
            3.91
            
            
            103
            
            
            2
            
            
            1.60Repurchase
                agreements
            
            
            21
            
            
            1
            
            
            4.58
            
            
            102
            
            
            1
            
            
            1.73Other
                liabilities
            
            
            262
            
            
            -
            
            
            -
            
            
            122
            
            
            -
            
            
            -Stockholders’
                equity (4)
            
            
            6,345
            
            
            
            
            
            -
            
            
            6,722
            
            
            
            
            
            -Total
                liabilities and equity
            
            $
            66,572
            
            
            
            
            
            
            
            $
            45,331Total
                interest-bearing liabilities
            
            $
            55,592
            
            $
            1,768
            
            
            3.18
            %
            $
            35,717
            
            $
            894
            
            
            2.50
            %Net
                interest income
            
            
            
            
            $
            2,645
            
            
            
            
            
            
            
            $
            1,636Net
                interest spread
            
            
            
            
            
            
            
            
            3.88
            %
            
            
            
            
            
            
            
            3.55
            %Net
                yield on average interest-earning assets
            
            
            
            
            
            
            
            
            4.24
            %
            
            
            
            
            
            
            
            3.92
            %





(1)
            Average
                balances and average yields were determined using the daily average
                balances for each category.


(2)
            Average
                balances of loans include nonaccrual
                loans.


(3)
            Interest
                and fees on loans includes $498,000 and $275,000 of loan fee income
                for
                the years ended December 31, 2005 and 2004,
                respectively.


(4)
            Average
                unrealized losses on securities available-for-sale are included in
                stockholders’ equity.




25
 *Table
            of Contents*





**Rate
      and Volume Analysis of Interest Income and Interest
      Expense**





The
      following table describes the extent to which changes in interest rates and
      changes in volume of interest-earning assets and interest-bearing liabilities
      have affected our interest income and expense during the year indicated. For
      each category of interest-earning assets and interest-bearing liabilities,
      information is provided on changes attributable to (1) change in volume (change
      in volume multiplied by old rate); (2) change in rate (change in rate multiplied
      by old volume); and (3) a combination of change in rate and change in volume.
      The changes in interest income and interest expense attributable to both volume
      and rate have been allocated proportionately to the change due to volume and
      the
      change due to rate.





**2005
                  vs. 2004****Changes Due
                To:****Rate**
            
            **Volume**
            
            **Increase**
              **(Decrease)**(Dollars
                in Thousands)Increase
                (decrease) in:Interest
                on loans
            
            $
            187
            
            $
            1,704
            
            $
            1,891Interest
                on taxable securities
            
            
            14
            
            
            (19
            )
            
            (5
            )Interest
                on restricted equity securities
            
            
            -
            
            
            9
            
            
            9Interest
                on interest-bearing deposits in banks
            
            
            -
            
            
            4
            
            
            4Interest
                on federal funds sold
            
            
            16
            
            
            (32
            )
            
            (16
            )Total
                interest income
            
            
            217
            
            
            1,666
            
            
            1,883Interest
                on interest-bearing demand and savings deposits
            
            
            135
            
            
            43
            
            
            178Interest
                on time deposits
            
            
            128
            
            
            432
            
            
            560Interest
                on Federal Home Loan Bank advances
            
            
            7
            
            
            103
            
            
            110Interest
                on securities sold under repurchase agreements
            
            
            -
            
            
            -
            
            
            -Interest
                on federal funds purchased
            
            
            21
            
            
            5
            
            
            26Total
                interest expense
            
            
            291
            
            
            583
            
            
            874Net
                interest income
            
            $
            (74
            )
            $
            1,083
            
            $
            1,009





**Provision
      for Loan Losses, Net Charge-offs and Allowance for Loan
      Losses**





The
      Company maintains an allowance for loan losses to absorb losses inherent in
      the
      loan portfolio. The allowance is based upon management’s estimated range of
      those losses. Actual losses for these loans may vary significantly from this
      estimate.





The
      provision for loan losses is charged to current earnings to bring the allowance
      for loan losses to a level deemed appropriate by management. Actual loan losses,
      net of recoveries, are charged directly to the allowance for loan losses. The
      amount of the provision for loan losses is based on the growth of the loan
      portfolio, the amount of net loan losses incurred and management’s estimation of
      potential future losses based on an evaluation of the risk in the loan
      portfolio.





Loan
      charge-offs were $38,000 during 2005 as compared to $35,000 during 2004. The
      amounts charged off during 2005 totaled $6,000 unsecured and $19,000 secured
      consumer credits and $13,000 secured commercial credits which were identified
      by
      management as a loss. Management feels the allowance for loan losses remains
      adequate to absorb future loses which may exist in the loan portfolio.




26
 *Table
            of Contents*





For
      a
      more detailed discussion of changes in the allowance for loan losses, risk
      elements and general credit quality, see “Allowance for Loan Losses” earlier in
      this discussion. The future level of the allowance and provision for loan losses
      will reflect management’s ongoing evaluation of credit risk, based on
      established internal policies and practices.





**Noninterest
      Income**





Other
      income totaled $154,000 in 2005 and $94,000 in 2004. Other income consists
      primarily of service charges on deposit accounts that include monthly service
      charges on transaction accounts, insufficient funds charges, and other
      miscellaneous maintenance fees. Approximately 68% and 76% of total other income
      is generated from insufficient funds charges for the years ended December 31,
      2005 and 2004, respectively.





**Noninterest
      Expense**





The
      main
      components of noninterest expense are salaries and employee benefits, occupancy
      and equipment expenses, and other noninterest expense. Total noninterest
      expenses were approximately $2,557,000 in 2005 and $1,934,000 in 2004, an
      increase of $623,000.





Total
      salaries and benefits increased by $268,000 to $1,163,000 in 2005 from $895,000
      in 2004. The increase in salaries and employee benefits during 2005 resulted
      primarily from the increase in the number of employees needed for the growth
      of
      the bank. As of December 31, 2005, we had 25 full-time equivalent employees
      as
      compared to 19 at December 31, 2004.





Equipment
      and Occupancy expenses increased $88,000 to $524,000 during 2005 as compared
      to
      $436,000 in 2004. These increases were primarily due to increased business
      activity and also due to the costs of our new branch facility that we occupied
      in March 2005.





Other
      operating expenses increased by $268,000 in 2005 to $870,000, compared to
      $602,000 in 2004.





Professional
      expenses increased in 2005 to $171,000 as compared to $91,000 in 2004 due
      primarily to increased legal expenses for trade mark licensing. Data processing
      expenses increased in 2005 to $165,000 compared to $129,000 in 2004 due to
      increases in customer volume. Advertising and business development increased
      in
      2005 to $77,000 compared to $58,000 in 2004 related to general advertising.
      The
      remaining other expenses increased due to the overall growth of the Company
      and
      adding a new branch facility.





**Income
      Tax**





We
      have
      not recorded income taxes due to cumulative operating losses incurred to date.
      At December 31, 2005, we have available net operating loss carryforwards of
      approximately $1,775,000 for Federal income tax purposes. If unused, the
      carryforwards will expire beginning 2023.





**Effects
      of Inflation and Changing Prices**





The
      impact of inflation on banks differs from its impact on non-financial
      institutions. Banks, as financial intermediaries, have assets that are primarily
      monetary in nature and that tend to fluctuate in concert with inflation. A
      bank
      can reduce the impact of inflation if it can manage its rate sensitivity gap.
      This gap represents the difference between rate sensitive assets and rate
      sensitive liabilities. We, through our asset-liability committee, attempt to
      structure the assets and liabilities and manage the rate sensitivity gap,
      thereby seeking to minimize the potential effects of inflation. For information
      on the management of our interest rate sensitive assets and liabilities, see
      “Asset/Liability Management.”





27
 *Table
            of Contents*





**ITEM
                7.**
            **FINANCIAL
                STATEMENTS**





The
      following financial statements are included in the Company’s 2005 Annual Report
      to Shareholders and are incorporated herein by reference.





§
            Report
                of Independent Registered Public Accounting
                Firm.




§
            Consolidated
                balance sheets as of December 31, 2005 and
                2004.




§
            Consolidated
                statements of operations for the years ended December 31, 2005 and
                2004.




§
            Consolidated
                statements of comprehensive loss for the years ended December 31,
                2005 and
                2004.




§
            Consolidated
                statements of stockholders’ equity for the years ended December 31, 2005
                and 2004.




§
            Consolidated
                statements of cash flows for the years ended December 31, 2005 and
                2004.




§
            Notes
                to consolidated financial
                statements.





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





There
      has
      been no occurrence requiring a response to this Item.





**ITEM
                8A.**
            **CONTROLS
                AND PROCEDURES**





As
      of the
      end of the period covered by this Annual Report on Form 10-KSB, our principal
      executive officer and principal financial officer have evaluated the
      effectiveness of our “disclosure controls and procedures” (“Disclosure
      Controls”). Disclosure Controls, as defined in Rule 13a-15(e) of the Exchange
      Act, are procedures that are designed with the objective of ensuring that
      information required to be disclosed in our reports filed under the Exchange
      Act, such as this Annual Report, is recorded, processed, summarized and reported
      within the time periods specified in the Securities and Exchange Commission’s
      rules and forms. Disclosure Controls are also designed with the objective of
      ensuring that such information is accumulated and communicated to our
      management, including the chief executive officer and chief financial officer,
      as appropriate, to allow timely decisions regarding required disclosure.





Our
      management, including the chief executive officer and chief financial officer,
      does not expect that our Disclosure Controls will prevent all error and all
      fraud. A control system, no matter how well conceived and operated, can provide
      only reasonable, not absolute, assurance that the objectives of the control
      system are met. Further, the design of a control system must reflect the fact
      that there are resource constraints, and the benefits of controls must be
      considered relative to their costs. Because of the inherent limitations in
      all
      control systems, no evaluation of controls can provide absolute assurance that
      all control issues and instances of fraud, if any, within the company have
      been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty, and that breakdowns can occur because of simple
      error or mistake. The design of any system of controls also 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.





Based
      upon their controls evaluation, our chief executive officer and chief financial
      officer have concluded that our Disclosure Controls are effective at a
      reasonable assurance level.





There
      have been no changes in our internal controls over financial reporting during
      our fourth fiscal quarter that have materially affected, or are reasonably
      likely to materially affect, our internal control over financial reporting.





**ITEM
                8B.**
            **OTHER
                INFORMATION******





There
      has
      been no occurrence requiring a response to this Item.





28
 *Table
            of Contents*





**PART
      III**





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





The
      responses to this Item are included in the Company’s Proxy Statement for the
      2006 Annual Meeting of Shareholders, under the following headings, and are
      incorporated herein by reference:




Proposal
      One: Election of Directors -Class II Nominated Directors, -Continuing
      Class III Directors and




-Continuing
      Class I Directors”;




“Executive
      Officers”; and




“Section
      16(a) Beneficial Ownership Reporting Compliance.”





**Code
      of Ethics**





The
      Company has adopted a code of ethics that applies to its principal executive,
      financial and accounting officers. A copy of the code of ethics may be obtained,
      without charge, upon written request addressed to Seasons Bank,  336
      Blue
      Ridge Street, Blairsville, Georgia 30512, Attention: Chief
      Financial Officer. The request may be delivered by letter to the address set
      forth above or by fax to the attention of the Company’s Chief Financial Officer
      at (706) 745-5593.





**ITEM
                10.**
            **EXECUTIVE
                COMPENSATION**





The
      responses to this Item are included in the Company’s Proxy Statement for the
      2006 Annual Meeting of Shareholders, under the heading “Compensation,” and are
      incorporated herein by reference.





**Options
      Exercised in Fiscal Year 2005**





No
      options were exercised by our named executive officers in fiscal year 2005.





**Aggregated
      Option Exercises in Last Fiscal Year and Fiscal Year-End Option
      Values**





The
      following table shows the number of shares underlying stock options held by
      the
      executive officers named in the summary Compensation Table incorporated by
      reference to the Company’s Proxy Statement for the 2006 Annual Meeting of
      Shareholders, under the heading “Compensation.” Also reported are the values for
“in-the-money” options which represent the positive spread between the exercise
      price of any such existing stock options and the year-end price of the Bank’s
      common stock.





Number
                of Securities
              Underlying
                Unexercised
              Options
                at December 31, 2005
            
            Value
                of Unexercised In-the-
              Money
                Options at
              December
                31, 2005Name
            
            Shares
              Acquiredon
                Exercise
              (#)
            
            ValueRealized
              ($)
            
            Exercisable
            
            Unexercisable
            
            Exercisable
            
            UnexercisableWilliam
                L. Sutton
            
            
            0
            
            
            0
            
            
            -
            
            
            25,000
            
            $
            0
            
            $
            0David
                K. George
            
            
            0
            
            
            0
            
            
            15,230
            
            
            7,616
            
            $
            30,460
            
            $
            15,232Nita
                Elliott
            
            
            0
            
            
            0
            
            
            2,000
            
            
            8,000
            
            $
            4,000
            
            $
            16,000




29
 *Table
            of Contents*





**ITEM
                11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





The
      response to this Item is partially included in the Company’s Proxy Statement for
      the 2006 Annual Meeting of Shareholders, under the heading “Security Ownership
      of Certain Beneficial Owners,” and is incorporated herein by
      reference.





The
      following table sets forth information regarding the Company’s equity
      compensation plans under which shares of the Company’s common stock are
      authorized for issuance. The only equity compensation plan maintained by the
      Company is the Seasons Bancshares, Inc. 2001 Stock Incentive Plan.





Number
                of securities to be
              issued
                upon exercise of
              outstanding
                options
            
            Weighted-average
                exercise
              price
                of
              outstanding
                options
            
            Number
                of shares
              remaining
                available for
              future
                issuance under the
              Plan
                (excludes
              outstanding
                options)Equity
                compensation plans approved by security holders
            
            
            137,075
            
            
            $10.68
            
            
            63,229Equity
                compensation plans not approved by security holders
            
            
            220,156(1)
            
            
            $10.00
            
            
            --Total







(1)
            Each
                of our organizing directors devoted substantial time and effort to
                the
                activities necessary to organize the Company and the Bank. Additionally,
                each of them agreed to guarantee indebtedness of the Company. In
                consideration of these efforts and in recognition of their financial
                risks, each of our organizing directors received a warrant to purchase
                a
                number of shares of common stock equal to the number of shares he
                or she
                purchased in the offering, an aggregate maximum of 220,156 shares.





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




The
      responses to this Item are included in the Company’s Proxy Statement for the
      2006 Annual Meeting of Shareholders, under the headings “Certain Relationships
      and Related Transactions” and “Compensation,” and are incorporated herein by
      reference.





**ITEM
                13.**
            **EXHIBITS**





3.1
            Articles
                of Incorporation(1)3.2
            Bylaws(1)4.1
            Specimen
                Common Stock Certificate(1)4.2
            See
                Exhibits 3.1, and 3.2 for provisions of the Articles of Incorporation
                and
                Bylaws defining rights of holders of the Common Stock10.1
            Lease
                Option Agreement by and between Seasons Bancshares , Inc. and Elams
                Mill
                Partners, LLC dated September 1, 2001 (lease option for main office
                property)(1)10.2
            Form
                of Lease Agreement by and between Seasons Bancshares, Inc. and Elams
                Mill
                Partners, LLC (leasehold for main office property)(1)10.3
            Promissory
                Note dated July 31, 2001 executed by Seasons Bancshares, Inc. in
                favor of Nexity Bankand
                form of Commercial Guaranty(1)




30
 *Table
            of Contents*




10.4
            Seasons
                Bancshares, Inc. 2001 Stock Incentive Plan(1) (2)10.5
            Form
                of Non-Qualified Option and form of an Incentive Stock Option(1)
                (2)10.6
            Employment
                Agreement dated as of October 11, 2001 by and among Seasons Bank,
                Seasons
                Bancshares, Inc. and David K. George(1)
                (2)10.7
            Employment
                Agreement dated as of June 3, 2002 by and among Seasons Bank, Seasons
                Bancshares, Inc. and David K. George (replacing the Employment Agreement
                at Exhibit 10.6)(2)
                (3)10.8
            Amendment
                to Option Agreement by and between Seasons Bancshares, Inc. and Elams
                Mill
                Partners, LLC dated June  5, 2002 (amending the Lease Option
                Agreement at Exhibit 10.1)(3)10.9
            Employment
                Agreement dated as of September 19, 2005 by and between Seasons Bank
                and
                William L. Sutton(4)13.1
            Seasons
                Bancshares, Inc. 2005 Annual Report to Shareholders22.1
            Subsidiaries
                of the Registrant24.1
            Power
                of Attorney (appears on the signature pages to this Annual Report
                on Form
                10-KSB)31.1
            Certification
                of Principal Executive Officer pursuant to Rule 13a-14(a) of the
                Exchange
                Act31.2
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
                Act32.1
            Certification
                of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002







(1)
            Previously
                filed as an exhibit to the Registration Statement on Form SB-2
                (Registration No. 333-84142), filed with the SEC on March 12,
                2002.




(2)
            Indicates
                a compensatory plan or contract.




(3)
            Previously
                filed as an exhibit to Amendment No. 1 to the Registration Statement
                on Form SB-2 (Registration No. 333-84142), filed with the SEC on
                June 10,
                2002.




(4)
            Previously
                filed as an exhibit to the Current Report on Form 8-K (Commission
                File No.
                000-50713), filed with the SEC on October 6,
                2005.





31
 *Table
            of Contents*





**SUPPLEMENTAL
      INFORMATION TO BE FURNISHED WITH REPORTS FILED**


**PURSUANT
      TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING
      ISSUERS**





The
      Company plans to provide its audited financial statements to shareholders.
      The
      Company’s financial statements are included in this Annual Report on Form
      10-KSB. See “Part II—Item 7. Financial Statements.”





**ITEM
                14.**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**





The
      following table sets forth the fees billed to the Company for the years ended
      December 31, 2005 and 2004 by Mauldin & Jenkins, LLC:




2005
                  
                  2004Audit
                      fees
                  
                  $
                  59,195
                  
                  
                  33,500Audit-related
                      fees
                  
                  
                  -
                  
                  
                  -Tax
                      fees
                  
                  
                  4,000
                  
                  
                  3,500All
                      other fees
                  
                  
                  -
                  
                  
                  5,031Total
                      Fees
                  
                  $
                  63,195
                  
                  
                  42,031


**Audit
      Fees**




Audit
      fees represent fees billed by Mauldin & Jenkins for professional services
      rendered in connection with the (1) audit of the Company’s annual financial
      statements for 2005 and 2004, (2) review of the financial statements
      included in the Company’s quarterly filings on Form 10-QSB and annual filings on
      Form 10-KSB, and (3) services performed in connection with statutory and
      regulatory filings.





**Audit-Related
      Fees**





None.





**Tax
      Fees**





Tax
      fees
      represent the aggregate fees billed in each of the last two fiscal years for
      professional services rendered by Mauldin & Jenkins for tax preparation
      services.





**All
      Other Fees**





All
      other
      fees for 2004 include consulting related to the branch application.





The
      fees
      billed by Mauldin & Jenkins are pre-approved by the Audit Committee of the
      Company in accordance with the policies and procedures for the Audit Committee.
      The Audit Committee pre-approves all audit and non-audit services provided
      by
      the Company’s independent auditors and may not engage the independent auditors
      to perform any prohibited non-audit services. For 2005, 100% of the fees
      incurred were pre-approved.





32
 *Table
            of Contents*





**SIGNATURES**





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








**SEASONS
                BANCSHARES, INC.**By:
            /s/
                William L. SuttonWilliam
                L. SuttonChief
                Executive OfficerDate:
            March
                20, 2006











**POWER
      OF ATTORNEY**





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





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








**Signature**
            
            **Title**
            
            **Date**/s/
                William L. Sutton
            
            Chief
                Executive Officer
            
            March
                20, 2006William
                L. Sutton*/s/
                David K. George
            
            President
            
            March
                20, 2006David
                K. George/s/
                James Leon Burrell, Jr.
            
            Director
            
            March
                20, 2006James
                Leon Burrell, Jr./s/
                Teresa L. Colditz
            
            Director
            
            March
                20, 2006Teresa
                L. Colditz





33
 *Table
            of Contents*




**Signature**
            
            **Title**
            
            **Date**/s/
                Nita Elliott
            
            Chief
                Financial Officer
            
            March
                20, 2006Nita
                Elliott**/s/
                Lon Allen Dillard
            
            Director
            
            March
                20, 2006Lon
                Allen Dillard/s/
                Jeffrey Hollister Hall
            
            Director
            
            March
                20, 2006Jeffrey
                Hollister Hall/s/
                Frederick D. Mann
            
            Director
            
            March
                20, 2006Frederick
                D. Mann/s/
                John H. Ketner
            
            Director
            
            March
                20, 2006John
                H. Ketner/s/
                T. Kenneth Kilpatrick
            
            Director
            
            March
                20, 2006T.
                Kenneth Kilpatrick/s/
                Timothy A. Nelson
            
            Vice
                Chairman of the Board
            
            March
                20, 2006Timothy
                A. Nelson/s/
                Robert M. Thomas, Jr.
            
            Chairman
                of the Board
            
            March
                20, 2006Robert
                M. Thomas, Jr./s/
                John Mark Turner
            
            Director
            
            March
                20, 2006John
                Mark Turner







*
            Principal
                executive officer.


**
            Principal
                financial and accounting officer.





34
 *Table
            of Contents*





**EXHIBIT
      INDEX**





Exhibit
              Number
            
            Exhibit3.1
            
            Articles
                of Incorporation(1)3.2
            
            Bylaws(1)4.1
            
            Specimen
                Common Stock Certificate(1)4.2
            
            See
                Exhibits 3.1, and 3.2 for provisions of the Articles of Incorporation
                and
                Bylaws defining rights of holders of the Common Stock10.1
            
            Lease
                Option Agreement by and between Seasons Bancshares , Inc. and Elams
                Mill
                Partners, LLC dated September 1, 2001 (lease option for main office
                property)(1)10.2
            
            Form
                of Lease Agreement by and between Seasons Bancshares, Inc. and Elams
                Mill
                Partners, LLC (leasehold for main office property)(1)10.3
            
            Promissory
                Note dated July 31, 2001 executed by Seasons Bancshares, Inc. in
                favor of Nexity Bankand
                form of Commercial Guaranty(1)10.4
            
            Seasons
                Bancshares, Inc. 2001 Stock Incentive Plan(1) (2)10.5
            
            Form
                of Non-Qualified Option and form of an Incentive Stock Option(1)
                (2)10.6
            
            Employment
                Agreement dated as of October 11, 2001 by and among Seasons Bank,
                Seasons
                Bancshares, Inc. and David K. George(1)
                (2)10.7
            
            Employment
                Agreement dated as of June 3, 2002 by and among Seasons Bank, Seasons
                Bancshares, Inc. and David K. George (replacing the Employment Agreement
                at Exhibit 10.6)(2)
                (3)10.8
            
            Amendment
                to Option Agreement by and between Seasons Bancshares, Inc. and Elams
                Mill
                Partners, LLC dated June  5, 2002 (amending the Lease Option
                Agreement at Exhibit 10.1)(3)10.9
            
            Employment
                Agreement dated as of September 19, 2005 by and between Seasons Bank
                and
                William L. Sutton(4)13.1
            
            Seasons
                Bancshares, Inc. 2005 Annual Report to Shareholders22.1
            
            Subsidiaries
                of the Registrant24.1
            
            Power
                of Attorney (appears on the signature pages to this Annual Report
                on Form
                10-KSB)31.1
            
            Certification
                of Principal Executive Officer pursuant to Rule 13a-14(a) of the
                Exchange
                Act31.2
            
            Certification
                of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
                Act32.1
            
            Certification
                of Principal Executive Officer pursuant to 18 U.S.C. Section 1350
                as
                adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
                200232.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002







(1)
            Previously
                filed as an exhibit to the Registration Statement on Form SB-2
                (Registration No. 333-84142), filed with the SEC on March 12,
                2002.




(2)
            Indicates
                a compensatory plan or contract.




(3)
            Previously
                filed as an exhibit to Amendment No. 1 to the Registration Statement
                on Form SB-2 (Registration No. 333-84142), filed with the SEC on
                June 10, 2002.




(4)
            Previously
                filed as an exhibit to the Current Report on Form 8-K (Commission
                File No.
                000-50713), filed with the SEC on October 6,
                2005.