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, 2003
                      -----------------

[ ]   Transition report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the transition period from ______________to _______________

      Commission file number
                            ------------

                          GENERATIONS BANCSHARES, INC.
                  ---------------------------------------------
                 (Name of small business issuer in its charter)

                GEORGIA                                    58-2633700
     -------------------------------                   -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                    Identification No.)

     336 BLUE RIDGE STREET, BLAIRSVILLE, GEORGIA               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:     NONE.

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
                                                               -----     -----

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge, in definitive proxy or a
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.

State issuer's revenues for its most recent fiscal year:  $1,024,680
                                                          ----------

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:  $10,393,080
                                               -----------

                    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.   913,834 AS OF MARCH 10, 2004
                                                    ----------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

NONE.

     Transitional Small Business Disclosure format (check one): Yes      No  X
                                                                    ---     ---


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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                           NUMBER
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PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1
   ITEM 1.   DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . .       1
   ITEM 2.   DESCRIPTION OF PROPERTIES. . . . . . . . . . . . . . . . . .      13
   ITEM 3.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . .      13
   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. . . . .      13
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      13
   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
             MATTERS AND SMALL BUSINESS PURCHASES OF EQUITY SECURITIES. .      13
   ITEM 7.   FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .      14
   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . .      14
   ITEM 8A.  CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . .      14
PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14
   ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT . . . . .      14
   ITEM 10.  EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . .      16
   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . .      18
   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . .      19
   ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K. . . . . . . . . . .      20
   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES . . . . . . . . . . .      21
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                                     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 Generations Bancshares, Inc. (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.

                          GENERATIONS BANCSHARES, INC.

     Generations 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 plan to provide additional services like 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.


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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 anticipate establishing a branch office in
Fannin County during this year.

     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 . . . . . . . .     87.4%
        Commercial real estate . . . . .     28%
        Construction and development . .     12%
        Residential real estate . . . . .  47.3%
     Commercial loans. . . . . . . . . . . . .      7.0%
     Consumer loans. . . . . . . . . . . . . .      5.6%


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     Based on our executive officers' past lending experience, we believe that,
when properly managed and monitored, none of these categories represents 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. Our management team has adopted an internal lending limit which is 10%
lower than the applicable legal limit. 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 are likely to
make proportionately more loans to medium- to large-sized businesses than
Seasons Bank will make. 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


                                        3
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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.

     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 Loan & 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 Loan & 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.


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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 plans to obtain 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.  We also offer VISA(R) credit card services.  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.

EMPLOYEES

     Seasons Bank has 15 full-time equivalent employees.  Generations Bancshares
does not have any employees who are not also employees of Seasons Bank.

                           SUPERVISION AND REGULATION

     Both the Company and the 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.

GENERATIONS BANCSHARES

     Since the Company owns all of the capital stock of Seasons Bank, it is a
bank holding company under the federal Bank Holding Company Act of 1956.  As a
result, the Company is primarily subject to the supervision, examination, and
reporting requirements of the Bank Holding Company Act and the regulations of
the Federal Reserve.  As a bank holding company located in Georgia, the Georgia
Department of Banking and Finance also regulates and monitors all significant
aspects of the Company's operations.

     ACQUISITIONS OF BANKS.  The Bank Holding Company 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 Bank Holding Company 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


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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 and the convenience
and needs of the community to be served.  The Federal Reserve's consideration of
financial resources generally focuses on capital adequacy, which is discussed
below.

     Under the Bank Holding Company Act, if adequately capitalized and
adequately managed, the Company or any other bank holding company located in
Georgia may purchase a bank located outside of Georgia. Conversely, an
adequately capitalized and adequately managed bank holding company located
outside of Georgia may purchase a bank located inside Georgia. In each case,
however, restrictions may be placed on the acquisition of a bank that has only
been in existence for a limited amount of time or will result in specified
concentrations of deposits. Currently, Georgia law prohibits acquisitions of
banks that have been incorporated for less than three years. As a result, no
bank holding company may acquire control of the Company until after the third
anniversary date of the Bank's incorporation.

     CHANGE IN BANK CONTROL. Subject to various exceptions, the Bank Holding
Company 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 the bank holding company.  Control is refutably 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 Act of 1934; or

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

     Our common stock is registered under the Securities Exchange Act of 1934.
The regulations also provide a procedure for challenging the rebuttable
presumption of control.

     PERMITTED ACTIVITIES. A bank holding company is generally permitted under
the Bank Holding Company 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;


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     -    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.

     Despite prior approval, 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, permitting the bank holding company to engage in activities
that are financial in nature or incidental or complementary to financial
activity.  The Bank Holding Company 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.

     To qualify to become a financial holding company, the Bank and any other
depository institution subsidiary of the Company must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
"satisfactory."  Additionally, the Company must file an election with the
Federal Reserve to become a financial holding company and must provide the
Federal Reserve with 30 days' written notice prior to engaging in a permitted
financial activity. While the Company meets the qualification standards
applicable to financial holding companies, the Company has not elected to become
a financial holding company at this time.

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

SEASONS BANK

     The 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.


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     Since the 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 Georgia Department of Banking and
Finance. The FDIC and Georgia Department of Banking and Finance regularly
examine the 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,
the Bank's deposits are insured by the FDIC to the maximum extent provided by
law. The Bank is also subject to numerous state and federal statutes and
regulations that affect its business, activities and operations.

     BRANCHING.  Under current Georgia law, the Bank may open branch offices
throughout Georgia with the prior approval of the Georgia Department of Banking
and Finance.  In addition, with prior regulatory approval, the Bank may acquire
branches of existing banks located in Georgia.  The 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 applicable states' laws.  Georgia law,
with limited exceptions, currently permits branching across state lines through
interstate mergers.

     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 may be
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 their 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 establishes 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 also specified by regulation the
relevant capital levels for each of the other categories.  At December 31, 2003,
the Bank qualified for the well-capitalized 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.

     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 banking agency. 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; and (3)
undercapitalized.  These three categories are substantially similar to the


                                        8
<PAGE>
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 1.54 per $100 of deposits
for the first quarter of 2004.

     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 the Bank.  Since our aggregate assets
are not more than $250 million, under the Gramm-Leach-Bliley Act, we are
generally subject to a Community Reinvestment Act examination only once every 60
months if we receive an "outstanding" rating, once every 48 months if we receive
a "satisfactory" rating and as needed if our rating is "less than satisfactory."
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 the Bank are subject to state usury laws and federal laws concerning interest
rates. For example, under 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 for which the borrower is a person on active duty with
the United States military.

     The 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;

     -    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;

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

     -    Fair Credit Reporting Act of 1978, governing the use and provision of
          information to credit reporting agencies;

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

     -    Soldiers' and Sailors' Civil Relief Act of 1940, governing the
          repayment terms of, and property rights underlying, secured
          obligations of persons in military service; and

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

     In addition to the federal and state laws noted above, the Georgia Fair
Lending Act ("GAFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
On August 5, 2003, the Office of the Comptroller of the Currency issued a formal


                                        9
<PAGE>
opinion stating that the entirety of GAFLA is preempted by federal law for
national banks and their operating subsidiaries.  GAFLA contains a provision
that preempts GAFLA as to state banks in the event that the Office of the
Comptroller of the Currency preempts GAFLA as to national banks.  Therefore, the
Bank is exempt from the requirements of GAFLA.

     The deposit operations of the 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

     The Company and the Bank are required to comply with the capital adequacy
standards established by the Federal Reserve, in the case of the Company, and
the FDIC, in the case of the Bank.  The Federal Reserve has established a
risk-based and a leverage measure of capital adequacy for bank holding
companies.  Since the Company's 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.  The 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 subsidiaries, noncumulative
perpetual preferred stock, 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, 2003 the Bank's ratio of total capital
to risk-weighted assets was 27.4% and our ratio of Tier 1 Capital to
risk-weighted assets was 26.3%.

     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, 2003, our leverage ratio was 17.4%.  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.

     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.


                                       10
<PAGE>
PAYMENT OF DIVIDENDS

     The Company is a legal entity separate and distinct from the Bank.  The
principal sources of the Company's cash flow, including cash flow to pay
dividends to its shareholders, are dividends that the Bank pays to its sole
shareholder, the Company.  Statutory and regulatory limitations apply to the
Bank's payment of dividends.  If, in the opinion of the federal banking
regulator, the Bank were engaged in or about to engage in an unsafe or unsound
practice, the federal banking regulator could require, after notice and a
hearing, that it stop or refrain from engaging in the questioned practice.  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 Federal Deposit Insurance Corporation
Improvement Act of 1991, 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 "The Bank-Prompt
Corrective Action."

     The Georgia Department of Banking and Finance also regulates the Bank's
dividend payments and must approve dividend payments that would exceed 50% of
the 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, 2003, the Bank could not pay cash dividends without prior
regulatory approval.

RESTRICTIONS ON TRANSACTIONS WITH AFFILIATES

     The Company and the 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.  The Bank must also comply with other
provisions designed to avoid the taking of low-quality assets.

     The Company and the 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.

     The 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.


                                       11
<PAGE>
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.

CONSUMER CREDIT REPORTING

     On December 4, 2003, the President signed the Fair and Accurate Credit
Transactions Act (the FAIR Act), amending the federal Fair Credit Reporting Act
(the FCRA).  These amendments to the FCRA (the FCRA Amendments) will become
effective as early as February 2004, but more likely in the third or fourth
quarter of 2004, depending on implementing regulations to be issued by the
Federal Trade Commission and the federal bank regulatory agencies.  The FCRA
Amendments that deal with employee investigation will become effective on March
29, 2004.

     The FCRA Amendments include, among other things:

          -    new requirements for financial institutions to develop policies
               and procedures to identify potential identity theft and, upon the
               request of a consumer, place a fraud alert in the consumer's
               credit file stating that the consumer may be the victim of
               identity theft or other fraud;

          -    for entities that furnish information to consumer reporting
               agencies, new requirements to implement procedures and policies
               regarding the accuracy and integrity of the furnished information
               and regarding the correction of previously furnished information
               that is later determined to be inaccurate; and

          -    a new requirement for mortgage lenders to disclose credit scores
               to consumers.

     The FCRA Amendments also will prohibit a business that receives consumer
information from an affiliate from using that information for marketing purposes
unless the consumer is first provided a notice and an opportunity to direct the
business not to use the information for such marketing purposes (the "opt-out"),
subject to certain exceptions.  We do not plan to share consumer information
among our affiliated companies for marketing purposes, except as may be allowed
under exceptions to the notice and opt-out requirements.  This will limit the
Company's cross-marketing possibilities as compared to prior years.

     Prior to the effective date of the FCRA Amendments, the Company and its
subsidiaries will implement policies and procedures to comply with the new
rules.

ANTI-TERRORISM LEGISLATION

     The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001, signed
by the President on October 26, 2001, imposed new requirements and limitations
on specified financial transactions and account relationships, intended to guard
against money laundering and terrorism.  Most of these requirements and
limitations took effect in 2002.  Additional "know your customer" rules became
effective in June 2003, requiring the Bank to establish a customer
identification program under Section 326 of the USA PATRIOT Act.  The Company
and its subsidiaries implemented procedures and policies to comply with those
rules prior to the effective date of each of the rules.


                                       12
<PAGE>
PROPOSED LEGISLATION AND REGULATORY ACTION

     New regulations and statutes are regularly proposed that contain
wide-ranging proposals for altering the structures, regulations and competitive
relationships of financial institutions operating or 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.

EFFECT OF GOVERNMENTAL MONETARY POLICES

     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 Bank's monetary policies have had, and are 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 monetary policies of the Federal
Reserve affect 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 PROPERTIES

     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.

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 REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
          AND SMALL BUSINESS PURCHASES OF EQUITY SECURITIES

     (a)  The Company closed its initial public offering of securities on
December 31, 2003.  All sales of securities by the Company in 2002 and 2003 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.

     (b)  On March 10, 2004, the Company had 849 shareholders of record who
owned an aggregate of 913,834 shares.


                                       13
<PAGE>
     (c)  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 OF FINANCIAL CONDITION AND PLAN
          OF OPERATIONS

     The following discussion describes our results of operations for 2003 and
2002 and also analyzes our financial condition as of December 31, 2003 and 2002.
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 2003 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
<PAGE>
EXECUTIVE SUMMARY

     Our 2003 results were highlighted by the successful completion of our
common stock offering and the commencement of banking operations on January 27,
2003.  Our capital base will allow for substantial growth in 2004.  Our critical
success factors include management of interest rate risk and credit risk,
superior service delivery, and productivity and expense control.

     We are a $37.8 million financial institution with one community banking
office located in Blairsville, Union County, Georgia.  We gather substantially
all of our deposits in this market area. We use these deposits, as well as the
proceeds from our initial stock offering, 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, 2003, we reported a consolidated net loss
of $1,192,000 compared to a net loss of $391,000 for the year ended December 31,
2002.  Based upon the number of shares sold in our initial common stock offering
or 913,834, the loss per share was $1.30 for the year 2003 versus a loss per
share of $.43 for the year 2002.  Our net interest margin was under pressure in
2003 as a result of investing the proceeds from our initial stock offering and
our deposit growth in lower yielding federal funds sold and securities.  Our net
interest income should increase in 2004 as we reallocate a larger portion of our
interest earning assets into our higher yielding loan portfolio.  Our provision
for loan losses increased in 2003 primarily due to the growth of our loan
portfolio.  Our operating expenses increased substantially in 2003 as a result
of commencing banking operations. 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.

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 statement 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
<PAGE>
FINANCIAL CONDITION AT DECEMBER 31, 2003 AND 2002

OVERVIEW

     As of December 31, 2003, we had total assets of $37.8 million.  To fund the
growth in these assets during 2003, we raised $8,964,000 from the sale of common
stock and generated $30,506,000 in deposits since the commencement of operations
on January 27, 2003.  We have invested the proceeds from the stock sale and
deposit growth in Federal funds sold ($7,316,000), debt securities ($7,745,000),
loans ($19,570,000), and premises and equipment ($2,188,000).  We also repaid
debt incurred during the organizational period of $749,000 with the proceeds
from our initial stock offering.  We expect that loan and deposit growth will be
significant during the coming year.  This expected growth is not uncommon for de
novo banks.

DECEMBER  31,  2002

     As of December 31, 2002, we were still in the organizational stage.  We
commenced our banking operations on January 27, 2003.  From April 16, 2001 to
January 26, 2003 (the "organizational period"), we were engaged in activities
involving the formation of the company, selling the common stock, and obtaining
necessary regulatory approvals to commence operations.  The balance sheet
consisted primarily of an operating line of credit and restricted cash and
subscribers' deposits which were the funds from our common stock offering held
by an independent outside escrow agent.  These funds were not available for our
use until the minimum amount of capital has been raised to receive regualtory
approval of our Bank charter.  As of December 31, 2002, we had sold 782,300
shares of stock in our offering and the funds were released to us by the escrow
agent on January 6, 2003.  We also incurred stock issue costs of $175,000 in
connnection with our stock offering, which have been recorded as a reduction of
capital surplus.

     Our operations during the organizational period were funded by advances
from the organizers in an amount of $50,000 and through an operating line of
credit from a commercial bank.  The total amount available on the line of credit
was $700,000.  On January 6, 2003, the date the proceeds from our common stock
offering were released from escrow, the operating line of credit as well as the
organizers advances were repaid.  On that date, the operating line of credit had
a balance of $695,000.

DECEMBER 31, 2003

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, 2003 are shown in the
following table according to the type of loan.

<TABLE>
<CAPTION>
                                       (Dollars in Thousands)
<S>                                    <C>
  Commercial                           $                1,373
  Real estate-commercial                                5,494
  Real estate-construction                              2,356
  Real estate-mortgage                                  9,287
  Consumer instalment loans and other                   1,107
                                       -----------------------
                                                       19,617
  Less deferred loan fees                                 (47)
  Less allowance for loan losses                         (271)
                                       -----------------------
       Net loans                       $               19,299
                                       =======================
</TABLE>

     We have 87% of our loan portfolio collateralized by real estate located in
our primary market area of Union County and surrounding Georgia counties.  A


                                       16
<PAGE>
breakdown of our real estate loan portfolio is as follows:  Our construction and
land development loans, which comprise 12% of the loan portfolio, consists of
loans primarily collateralized by one to four family residential properties.
Commerical real estate loans comprise 28% of the loan portfolio, and other real
estate mortgages total 47% of the loan portfolio.  We generally require that
loans collateralized by real estate not exceed customary collateral values.

     The remaining 13% 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.

     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 $1,600,000 as of December 31, 2003.

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES

     Total loans as of December 31, 2003 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.

<TABLE>
<CAPTION>
                                        (Dollars in Thousands)
Commercial
<S>                                    <C>
    One year or less                   $                   528
    After one year through five years                    2,483
    After five years                                     4,106
                                       -----------------------
                                                         7,117
                                       -----------------------
Construction
    One year or less                                     1,795
    After one year through five years                      561
    After five years                                         -
                                       -----------------------
                                                         2,356
                                       -----------------------
Other
    One year or less                                     4,006
    After one year through five years                    3,662
    After five years                                     2,476
                                       -----------------------
                                                        10,144
                                       -----------------------

                                       $                19,617
                                       =======================
</TABLE>


                                       17
<PAGE>
     The following table summarizes loans at December 31, 2003 with the due
dates after one year that have predetermined and floating or adjustable interest
rates.

                                                (Dollars in Thousands)

          Predetermined interest rates                $   12,139
          Floating or adjustable interest rates              293
                                                          ------
                                                      $   12,432
                                                          ======

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 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.

     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 due, and restructured loans as
of December 31, 2003 is as follows:

                                                      (Dollars in Thousands)

Nonaccrual loans                                             $      0
Loans contractually past due ninety days or more
  as to interest or principal payments and still accruing           3
Restructured loans                                            0
Loans, now current about which there are serious
  doubts as to the ability of the borrower to comply
  with loan repayment terms                                         0
Interest income that would have been recorded on
  nonaccrual and restructured loans under original terms            0
Interest income that was recorded on nonaccrual and
  restructured loans                                                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.


                                       18
<PAGE>
     The provision for loan losses charged to expense was $271,000 in 2003. The
amount provided was 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, 2003, we had no
nonperforming loans or assets. The allowance for loan losses as a percentage of
total loans was 1.38%.

     As of December 31, 2003, 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:

<TABLE>
<CAPTION>
                                            Percent of loans in
                                               each category
                                 Amount        to total loans
                                    (Dollars in Thousands)
<S>                              <C>      <C>
Commercial                       $    19                 7.00%
Real estate - commercial              76                28.00
Real estate - construction            33                12.01
Real estate - mortgage               128                47.34
Consumer installment and other        15                 5.65
                                 -------  --------------------
                                 $   271               100.00%
                                 =======  ====================
</TABLE>

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 the period to average loans.

<TABLE>
<CAPTION>
                                                                                 2003
                                                                        (Dollars in Thousands)
<S>                                                                     <C>
Average amount of loans outstanding (since January 27, 2003)                     $    9,961
                                                                                      =====

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

Loans charged off, consumer                                                               5
                                                                                      -----

Loans recovered, consumer                                                                 5
                                                                                      -----

Net charge-offs                                                                           -
                                                                                      -----

Additions to the allowance charged to operating expense during period                   271
                                                                                      -----

Balance of allowance for loan losses at end of period                            $      271
                                                                                      =====

Ratio of net loans charged off during the
   period to average loans outstanding                                                  .0%
                                                                                      =====
</TABLE>


                                       19
<PAGE>
SECURITIES

The carrying amounts of securities at the dates indicated, which are all
classified as available-for-sale, are summarized as follows:

                                                 December 31, 2003
                                               (Dollars in Thousands)

               Debt securities:
               U.S. Agency securities                   $7,007
               Mortgage backed securities                  738
                                                        ------
                                                        $7,745
                                                        ======
MATURITIES

All debt securities have a contractual maturity date of after one to five years.
The weighted average yield of these securities is 2.30%.

INTEREST-BEARING LIABILITIES

     Our  primary source of funds is deposits. Continued enhancement of existing
products,  emphasis  upon  better customer service have fueled the growth in the
Company's  deposit  base.  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, 2003, we had no
other  funding  sources  outstanding  other  than  the proceeds from our initial
common  stock offering.  However, if needed, we have the ability on a short-term
basis  to  borrow  and purchase Federal funds from other financial institutions.
At  December  31,  2003,  we  had  arrangements  with three commercial banks for
short-term  advances  of  $4,000,000.

DEPOSITS

Average non-interest bearing deposits in 2003 accounted for 5.75% 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.

Below is a table that summarizes our deposit base for the year ended 2003.
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)

<TABLE>
<CAPTION>
                                                        Percentage
                                               Amount   Rates Paid
                                (Dollars in Thousands)
<S>                                            <C>      <C>
Noninterest-bearing demand deposits            $ 1,025           -%
Interest-bearing demand deposits and savings     3,378         2.22
Time deposits                                   13,435         3.01
                                               -------
     Total deposits                            $17,838
                                               =======
<FN>

(1)  Average  balances  were  determined using the daily average balances during
     the  year  for  the  period  from January 27, 2003, date of commencement of
     banking  operations,  to  December  31,  2003.
</TABLE>


                                       20
<PAGE>
     The amounts of time certificates of deposit issued in amounts of $100,000
or more as of December 31, 2003 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)

     Three months or less                                     $     2,385
     Over three months through six months                             705
     Over six months through twelve months                          1,745
     Over twelve months                                             6,388
                                                                  -------
     Total                                                    $    11,223
                                                                  =======

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, 2003, our capital ratios were considered adequate based on
regulatory minimum capital requirements.  Our shareholders' equity increased
during 2003 primarily due to the proceeds from the sale of common stock of
$8,964,000 offset by a net loss of $1,192,000 and unrealized losses on
securities available for sale of $7,000 which 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.

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, 2003 are as follows:

<TABLE>
<CAPTION>
                                    Bank           Regulatory
                            Capital Percentages   Requirements
                            -------------------   ------------
<S>                         <C>                   <C>
Leverage capital ratio                    17.35%         5.00%
Risk-based capital ratios:
Core capital                              26.31          6.00
Total capital                             27.41         10.00
</TABLE>

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.


                                       21
<PAGE>
     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 year indicated is
presented below.

                                                                2003
                                                                ----

Return on assets (1)                                           (4.73)%
Return on equity (2)                                          (16.40)%
Dividend payout ratio (3)                                          -
Equity to assets ratio (4)                                     28.85%

(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,
2003, we had issued commitments to extend credit of $4,613,000 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. At December 31, 2003, we had
arrangements with three commercial banks for short-term advances of $4,000,000.

     On December 15, 2003, we occupied our new main office banking facility
which is located at 336 Blue Ridge Street in Blairsville, Georgia.  As of
December 31, 2003, the estimated remaining cost of completion of the building
was approximately $200,000.


                                       22
<PAGE>
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, 2003, our cumulative one year interest rate-sensitivity gap
ratio was 85%.  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.


                                       23
<PAGE>
     The following table sets forth the distribution of the repricing of our
interest-earning assets and interest-bearing liabilities as of December 31,
2003, 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.

<TABLE>
<CAPTION>
                                                  After     After
                                                  Three      One
                                                  Months   Year but
                                      Within       but      Within    After
                                      Three       Within     Five     Five
                                      Months     One Year    Years    Years    Total
                                                 (Dollars in Thousands)
<S>                                  <C>        <C>         <C>       <C>     <C>
Interest-earning assets:
  Federal funds sold                 $  7,316   $       -   $     -   $    -  $ 7,316
  Securities                                -           -     7,745        -    7,745
  Loans                                 1,487       5,651     7,000    5,432   19,570
                                     ---------  ----------  --------  ------  -------

                                        8,803       5,651    14,745    5,432   34,631
                                     ---------  ----------  --------  ------  -------

Interest-bearing liabilities:
  Interest-bearing demand deposits
     and savings                        7,429           -         -        -    7,429
  Certificates, less than
    $100,000                            1,834       2,999     5,816        -   10,649
  Certificates, $100,000
    and over                            2,385       2,450     6,388        -   11,223
                                     ---------  ----------  --------  ------  -------

                                       11,648       5,449    12,204        -   29,301
                                     ---------  ----------  --------  ------  -------

Interest rate sensitivity
   gap                               $ (2,845)  $     202   $ 2,541   $5,432  $ 5,330
                                     =========  ==========  ========  ======  =======
Cumulative interest rate
   sensitivity gap                   $ (2,845)  $  (2,643)  $  (102)  $5,330
                                     =========  ==========  ========  ======
Interest rate sensitivity
   gap ratio                              .76        1.04      1.21        -
                                     =========  ==========  ========  ======
Cumulative interest rate
   sensitivity gap ratio                  .76         .85       .99     1.18
                                     =========  ==========  ========  ======
</TABLE>


                                       24
<PAGE>
RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

For the year ended December 31, 2003, we reported a consolidated net loss of
$1,192,000 compared to a net loss of $391,000 for the year ended December 31,
2002.  Based upon the number of shares sold in our initial common stock offering
or 913,834, the loss per share was $1.30 for the year 2003 versus a loss per
share of $.43 for the year 2002.

     We commenced our banking operations on January 27, 2003.  From April 16,
2001 to January 26, 2003 (the "organizational period"), we were engaged in
activities involving the formation of the company, selling the common stock, and
obtaining necessary regulatory approvals to commence operations.  We incurred
organizational period expenses totaling $607,000.  All organizational period
expenses were expensed as incurred in accordance with generally accepted
accounting principles.

     Our operations during the organizational period were funded by advances
from the organizers in an amount of $50,000 and through an operating line of
credit from a commercial bank.  The total amount available on the line of credit
was $700,000.  On January 6, 2003, the date the proceeds from our common stock
offering were released from escrow, the operating line of credit as well as the
organizers advances were repaid.  On that date, the operating line of credit had
a balance of $695,000.  Because the organizer advances were non-interest
bearing, interest expense in the amount of $4,000 was imputed on the organizers'
advances at a rate equal to the prime rate minus one-half of one percent for the
period from April 16, 2001, date of inception, to January 6, 2003.

     Interest earned on the proceeds from our initial common stock offering
while on deposit with the escrow agent during the organization period totaled
approximately $19,000.  This income was recognized when received because the
funds were not available to the Company until released by the escrow agent on
January 6, 2003.

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 the period from
January 27, 2003, the date we commenced banking operations, to December 31, 2003
(the "operational period") was 2.29%.  Average loans were $9.9 million, average
securities were $4.4 million, and average federal funds sold were $8.1 million.
Average interest-bearing liabilities were $16.8 million.  During the operational
period, the rate earned on average interest-earning assets was 4.42%, and the
rate paid on average interest-bearing liabilities was 2.85%, resulting in a net
interest spread of 1.57%.  We expect our net interest margins to increase during
2004 as we invest a larger percentage of our interest earning assets in loans
versus securities and federal funds sold.


                                       25
<PAGE>
The following table set 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).

<TABLE>
<CAPTION>
                                                 Average     Income/   Yields/
                                               Balances(1)   Expense    Rates
                                               ------------  --------  --------
<S>                                            <C>           <C>       <C>
Cash and due from banks                              1,991   $      -       - %
Federal funds sold                                   8,137         95     1.17
Taxable securities                                   4,382         93     2.12
Unrealized losses
  on securities                                         (2)         -        -
Loans (2) (3)                                        9,961        787     7.91
Allowance for loan losses                             (117)         -        -
Other assets                                           842          -        -
                                               ------------  --------

Total assets                                   $    25,194
                                               ============

Total interest-earning assets                  $    22,480   $    994     4.42%
                                               ============  ========

Noninterest-bearing demand                           1,025          -        -%
Interest-bearing
   demand and savings                                3,378         75     2.22
Time deposits                                       13,435        405     3.01
                                               ------------  --------
               Total deposits                  $    17,838
                                               ------------
Other liabilities                                       87          -        -

Stockholders' equity (4)                             7,269          -        -
                                               ------------  --------

Total liabilities and equity                   $    25,194
                                               ============

Total interest-bearing liabilities             $    16,813   $    480     2.85%
                                               ============  ========

Net interest income                                          $   514
                                                             ========
Net interest spread                                                       1.57%
                                                                       ========
Net yield on average interest-earning assets                              2.29%
                                                                       ========
<FN>
(1)  Average balances and average yields were determined using the daily average
     balances  during  the period from January 27, 2003, date of commencement of
     banking operations, to December 31, 2003, for each category.
(2)  There  were  no  nonaccrual  loans  included  in  average  loans.
(3)  Interest  and  fees  on  loans includes $195,000 of loan fee income for the
     years ended December 31, 2003.
(4)  Average  unrealized losses on securities available-for-sale are included in
     stockholders' equity.
</TABLE>

RATE AND VOLUME ANALYSIS OF INTEREST INCOME AND INTEREST EXPENSE

     Because we commenced our banking operations in 2003, the change in net
interest income from banking operations is all due to volume. Therefore, a rate
and volume analysis table is not presented.


                                       26
<PAGE>
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 and recoveries were $5,000 each during 2003. In 2003, we
charged off a single unsecured consumer credit in the amount of $5,000 which was
identified by management as a loss. The loss was subsequently recovered.
Management feels the allowance for loan losses remains adequate to absorb future
loses which may exist in the loan portfolio.

     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 operating income consists primarily of service charges on deposit
accounts and other miscellaneous income.  Other operating income totaled $30,000
in 2003.  There were no amounts of other income recorded during 2002.

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 $1,466,000 in 2003 and $374,000 in
2002.  The significant increase in 2003 over 2002 was due to commencing banking
operations on January 27, 2003.  We were in the organizational stage during
2002.

     Total salaries and benefits increased $464,000 to $707,000 in 2003 from
$243,000 in 2002.  The increase in salaries and employee benefits during 2003
resulted primarily from the increase in the number of employees needed to
commence banking operations and due to a severance agreement paid to a former
employee in the amount of $97,000.  As of December 31, 2003, we had 15 full-time
equivalent employees.

     Occupancy and equipment expenses increased $105,000 during 2003 as compared
to 2002.  These increases were primarily due to increased business activity and
also due to various leasing arrangements entered into during 2003 for the lease
of certain of equipment. In 2004, we expect that occupancy and equipment
expenses will increase due to the costs of our new main office banking facility
that we occupied on December 15, 2003.

     Other noninterest expenses increased in 2003 to $580,000, compared to
$58,000 in 2002.  The increase in 2003 was due to higher professional services
expenses, data processing fees, advertising and business development expenses
associated with commencing operations and the general growth of the Company.

     Professional expenses increased in 2003 to $125,000, as compared to $16,000
in 2002.  Data processing expenses increased $63,000 in 2003 due to the
outsourcing of our daily processing activity.  Advertising and business
development increased in 2003 to $128,000, compared to $6,000 in 2002, related
to general advertising, promotion and business development expenses associated
with our opening for business.


                                       27
<PAGE>
INCOME TAX

     We  have  not  recorded  income  taxes  due  to cumulative operating losses
incurred  to  date.  At  December 31, 2003, we have available net operating loss
carryforwards  of  approximately  $1,339,000 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."

ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

     The consolidated financial statements of the Company, including notes
thereto, and the report of independent certified public accountants are included
in this Report beginning on Exhibit 13.1 and are incorporated herein by
reference.

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

     At the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14.  Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) that is required to be
included in the Company's periodic filings with the Securities and Exchange
Commission.  There have been no changes in the Company's internal controls over
financial reporting during the quarter ended December 31, 2003 that have
materially affected, or are reasonably likely to material affect, the Company's
internal control over financial reporting.


                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below is information regarding the directors and executive
officers of the Company.  Each of the directors of the Company serves as a
director of the Bank.  Directors of the Bank serve for a term of one year and
are elected by the Company each year at the Bank's annual meeting of
shareholders.  The Bank's officers are appointed by and hold office at the will
of its board of directors.

     The following table sets forth for each director and executive officer of
the Company:  (1) the person's name; (2) his or her age at December 31, 2003;
(3) the year he or she was first elected as a director of the Company; and (4)
his or her positions with the Company, other than as a director, and his or her
other business experience for the past five years.


                                       28
<PAGE>
<TABLE>
<CAPTION>
                            DIRECTOR                        POSITION WITH THE COMPANY
NAME (AGE)                   SINCE                           AND BUSINESS EXPERIENCE
--------------------------  --------  ---------------------------------------------------------------------
<S>                         <C>       <C>
John H. Ketner, Jr. (62)        2003  Chief Executive Officer of the Company and Bank; previously
                                      President and Chief Executive Officer of Centennial Bank, Pinehurst,
                                      North Carolina

David K. George (47)            2001  President of the Company and the Bank; Senior Loan Officer of the
                                      Bank; previously Senior Vice President and Loan Officer of Bank of
                                      Hiawassee

James L. Burrell, Jr. (50)      2001  Owner of Burrell Farm (cattle farm)

Teresa L. Colditz (38)          2001  Owner of Colditz Trucking

Lon A. Dillard (33)             2001  President and Owner of Appalachian Water, Inc.; President and
                                      Owner of Byers Well Drilling, Inc.

Nita Elliott (53)               ____  Chief Financial Officer of the Company and the Bank; previously
                                      Vice President of Embry Bank and Controller of Southern Crescent
                                      Bank

Jeffrey H. Hall (45)            2001  Owner of Studio 129 (advertising company); Production Manager for
                                      Mountain Lake Publishing

T. Kenneth Kilpatrick (70)      2001  Superior Court Judge; Senior Judge

F. Darrell Mann (54)            2001  Owner of Real Estate Brokerage Business, from 1999 to 1995 Office
                                      Manager of Blue Ridge Anesthesia Associates

Timothy A. Nelson (52)          2001  Owner of Depot Power Center, Inc. (retail power equipment);
                                      Director of Blue Ridge Fitness Center

Robert M. Thomas, Jr. (47)      2001  Chairman of the Board of Directors of the Company and the Bank;
                                      President and Owner of Thomas Insurance Group, Inc.

John Mark Turner (37)           2001  Owner of Mountain Eye Care (optometry practice)
</TABLE>

     The Company is filing this Annual Report on Form 10-KSB pursuant to Section
15(d) of the Securities and Exchange Act and is not subject to filings required
by Section 16 of the Securities and Exchange Act.

MEETINGS AND COMMITTEES OF THE BOARD

     During the year ended December 31, 2003, the Board of Directors of the
Company held one meeting and the Board of Directors of the Bank held 15
meetings.  All incumbent directors attended at least 75% of the total number of
meetings of the Company's Board of Directors and committees of the board on
which they serve.

     AUDIT AND COMPLIANCE COMMITTEE.  The Board of Directors has established an
Audit and Compliance Committee, which recommends to the Board of Directors the
independent public accountants to be selected to audit the Company's annual
financial statements, evaluates internal accounting controls, reviews the
adequacy of the internal audit budget, personnel and plan, and determines that
all audits and exams required by law are performed fully, properly, and in a
timely fashion.  The Audit and Compliance Committee is also responsible for
overseeing compliance with the Community Reinvestment Act.  The Board of
Directors has not adopted a written charter for the Audit Committee.  During the
fiscal year ended December 31, 2003, the Audit and Compliance Committee held two
meetings.


                                       29
<PAGE>
     The Audit and Compliance Committee members are Darrell Mann, Teresa
Colditz, James Burrell and Robert Thomas.  Although none of the Audit and
Compliance Committee members meets the criteria specified under applicable
Securities and Exchange Commission ("SEC") regulations for an "audit committee
financial expert," the Board believes that each has the financial knowledge,
business experience and independent judgment necessary for service on the Audit
and Compliance Committee.

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

COMPENSATION OF EXECUTIVE OFFICERS

     SUMMARY COMPENSATION TABLE. The following table presents the total
compensation of the Company paid during fiscal years 2002 and 2003 to its chief
executive officer and president.  No other executive officers of the Company
earned over $100,000 in salary and bonus during fiscal year 2003.

<TABLE>
<CAPTION>
                                        Annual Compensation             Long-Term Compensation
                                  -------------------------------    ---------------------------

                                                         Other       Number of
                                                         Annual      Securities     All Other
                                 Salary      Bonus    Compensation   Underlying  Compensation(1)
Name and Position        Year      ($)        ($)         ($)         Options          ($)
-----------------------  ----  -----------  -------  --------------  ----------  ---------------
<S>                      <C>   <C>          <C>      <C>             <C>         <C>

John H. Ketner, Jr.,     2003  $ 4,100 (2)  $     0  $            0      30,000
Chief Executive Officer

David K. George,         2003   94,000      $     0  $            0      25,000
President                2002  $72,000 (3)  $     0  $            0           0
<FN>

(1)  We have omitted information on "perks" and other personal benefits because
     the aggregate value of these items does not meet the minimum amount
     required for disclosure under the Securities and Exchange Commission's
     regulations.

(2)  Consists of salary paid to Mr. Ketner for his service as chief executive
     officer from December 14 to December 31, 2003 at an annualized rate of
     $100,000.

(3)  Consists of salary paid to Mr. George for services as president from April
     2002 to December 31, 2002 at an annualized rate of $100,000.
</TABLE>

     EMPLOYMENT AGREEMENTS.

     JOHN H. KETNER, JR.  We have entered into a three-year employment agreement
with John H. Ketner, Jr. regarding Mr. Ketner's employment as chief executive
officer of Generations Bancshares and Seasons Bank.  Under the terms of the
agreement, Mr. Ketner will receive a base salary of $100,000 per year, which
will increase by 15% for 2005 and 2006.  Also, Mr. Ketner shall be entitled to
receive annual bonus compensation in an amount equal to 10% of his base salary,
as of the first fiscal month that Seasons Bank attains pre-tax profits, and
annual bonus compensation in an amount equal to 15% of his base salary, as of
the time that Seasons Bank attains cumulative profitability.  Seasons Bank will
also provide Mr. Ketner with health and life insurance, membership fees to a
country club, and an automobile for business and personal use.

     Mr. Ketner's agreement also provides that Generations Bancshares will grant
him an incentive stock option to purchase a number of shares equal to 3.28% of
the total number of shares of common stock sold in the initial public offering
at a purchase price of $10.00 per share. Mr. Ketner's option will be issued


                                       30
<PAGE>
under our stock incentive plan and will constitute approximately 21.8% of the
shares reserved for issuance under the plan. Mr. Ketner's option will generally
become exercisable in equal one-third annual increments over a three-year period
beginning on the option grant date.

     At the end of each succeeding year of Mr. Ketner's agreement, the agreement
will be extended for an additional day so that the unexpired term is always
three years, unless either of the parties to the agreement gives notice of his
or its intent not to extend the agreement. We will be obligated to pay Mr.
Ketner his base salary for six months if Mr. Ketner becomes permanently
disabled.

     We will be obligated to pay Mr. Ketner his base salary for 12 months if one
of the following terminating events occurs:

     -    Seasons Bank terminates Mr. Ketner's employment without cause; or
     -    Mr. Ketner terminates his employment for cause.

     Additionally, upon a change of control of Generations Bancshares, Mr.
Ketner will be entitled to severance compensation in an amount equal to two
times his then effective base salary if Generations Bancshares or its successor
terminates his employment other than for cause.  Cause for terminating
employment is defined in the agreement.

     The agreement also generally provides that, for a period of 12 months
following the termination of Mr. Ketner's employment, he will not compete with
Seasons Bank in the banking business nor solicit our customers nor our
employees. The non-competition and non-solicitation provisions of the agreement
apply if Mr. Ketner terminates his employment without cause or in connection
with a change of control, or if we terminate his employment with or without
cause.

     DAVID K. GEORGE.  We have also entered into a three-year employment
agreement with David K. George regarding Mr. George's employment as president
and senior loan officer of Generations Bancshares and Seasons Bank.  Under the
terms of the agreement, Mr. George will receive a base salary of $100,000 per
year.  Also, Mr. George shall be entitled to receive annual bonus compensation
in an amount equal to 10% of his base salary, as of the first fiscal month that
Seasons Bank attains pre-tax profits, and annual bonus compensation in an amount
equal to 15% of his base salary, as of the time that Seasons Bank attains
cumulative profitability.  Seasons Bank will also provide Mr. George with health
and life insurance, membership fees to a country club and an automobile for
business and personal use.

     Mr. George's agreement also provides that Generations Bancshares will grant
him an incentive stock option to purchase a number of shares equal to 2.5 % of
the total number of shares of common stock sold in the initial public offering
at a purchase price of $10.00 per share. Mr. George's option will be issued
under our stock incentive plan and will constitute approximately 16.7% of the
shares reserved for issuance under the plan. Mr. George's option will generally
become exercisable in equal one-third annual increments over a three-year period
beginning on the option grant date.

     The term, termination, change in control, and noncompetition provisions of
Mr. George's agreement are the same as those of Mr. Ketner's agreement.

DIRECTOR COMPENSATION

     Neither the Company nor the Bank will separately compensate its directors
for their service as directors until the Bank earns a cumulative profit.
Thereafter, the Bank will adopt compensatory policies for its directors that
conform to applicable law.


                                       31
<PAGE>
OPTION GRANTS IN FISCAL YEAR 2003

     The following table sets forth information at December 31, 2003, and for
the fiscal year then ended, concerning stock options granted to the executive
officer listed below.  The listed executive officer did not exercise any options
to purchase common stock of the Company during 2003.  We have not granted any
stock appreciation rights, restricted stock or stock incentives other than stock
options.

<TABLE>
<CAPTION>
                                             Percent of
                             Number of     Total Options
                            Securities       Granted to
                            Underlying      Employees in   Exercise Price
     NAME                 Options Granted   Fiscal Year       Per Share     Expiration Date
     -------------------  ---------------  --------------  ---------------  ---------------
<S>                       <C>              <C>             <C>              <C>
     John H. Ketner, Jr.           30,000          53.72%  $         10.00  January 2013
     David K. George               22,846          40.91%  $         10.00  January 2013
     Nita Elliott                   3,000           5.37%  $         10.00  January 2013
</TABLE>

OPTIONS EXERCISED IN FISCAL YEAR 2003

     No options were exercised by our named executive officers in fiscal year
2003.

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.  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.

<TABLE>
<CAPTION>
                                                   Number of Securities
                                                  Underlying Unexercised     Value of Unexercised In-the-
                                                  Options at December 31,          Money Options at
                                                           2003                    December 31, 2003
                                                ---------------------------------------------------------
                        Shares
                       Acquired       Value
Name                 on Exercise   Realized ($)  Exercisable  Unexercisable  Exercisable   Unexercisable
                         (#)
-------------------  ------------  ------------  -----------  -------------  ------------  --------------
<S>                  <C>           <C>           <C>          <C>            <C>           <C>

John H. Ketner, Jr.             0             0            0         30,000  $          0  $      150,000
David K. George                 0             0        8,520         14,326  $     42,600  $       71,630
Nita Elliot                     0             0        1,000          2,000  $      5,000  $       10,000
</TABLE>


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of the Company's common
stock that, as of March 10, 2004, are beneficially owned by (a) each existing
and proposed director of the Company and (b) all executive officers and existing
and proposed directors, as a group.  The information shown below is based upon
information furnished to the Company by the named persons.  Unless otherwise
indicated, each person is the record owner and has sole voting and investment
power with respect to his or her shares.  Additionally, the address of each
person is 336 Blue Ridge Street, Blairsville, Georgia 30512.


                                       32
<PAGE>
     Information relating to beneficial ownership of the Company is based upon
"beneficial ownership" concepts set forth in the rules promulgated under the
Securities Exchange Act. Under these rules a person is deemed to be a
"beneficial owner" of a security if that person has or shares "voting power,"
which includes the power to vote or to direct the voting of a security, or
"investment power," which includes the power to dispose or to direct the
disposition of a security. Under the rules, more than one person may be deemed
to be a beneficial owner of the same securities. A person is also deemed to be a
beneficial owner of any security as to which that person has the right to
acquire beneficial ownership within sixty (60) days of the date of this Annual
Report on Form 10-KSB.

<TABLE>
<CAPTION>
                                   NUMBER    PERCENT
NAME                              OF SHARES  OF CLASS            NATURE OF BENEFICIAL OWNERSHIP
--------------------------------  ---------  --------  --------------------------------------------------
<S>                               <C>        <C>       <C>

John H Ketner, Jr.                      300         *
David K. George                      25,000       3.6  Includes options to purchase 8,520 shares that are
                                                       exercisable within 60 days of the record date.
James L. Burrell, Jr.                20,000       2.2
Teresa L. Colditz                    20,000       2.2
Lon A. Dillard                       25,000       2.7
                                                       Includes options to purchase 1,000 shares that are
Nita Elliott                            500         *  exercisable within 60 days of the record date.
Jeffrey H. Hall                      11,000       1.2
T. Kenneth Kilpatrick                 1,000         *
F. Darrell Mann                      21,571       2.5
Timothy A. Nelson                    39,000       4.3
Robert M. Thomas, Jr.                37,500       4.1
John Mark Turner                     20,085       2.2

ALL DIRECTORS AND EXECUTIVE
OFFICERS AS A GROUP (12 PERSONS)    230,482      24.6
<FN>

______________________
*    Less than 1% of class
</TABLE>


     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 Generations Bancshares, Inc. 2001 Stock Incentive Plan.

<TABLE>
<CAPTION>
                                                                                        Number of shares
                                                                                    remaining available for
                           Number of securities to be   Weighted-average exercise  future issuance under the
                             issued upon exercise of            price of                 Plan (excludes
                               outstanding options         outstanding options        outstanding options)
                           ---------------------------  -------------------------  --------------------------
<S>                        <C>                          <C>                        <C>
Equity compensation plans
approved by security
holders
                                              137,075                       10.00                      81,229
Equity compensation plans
not approved by security
holders
                                           220,156 (1)                      10.00                          --
Total
<FN>
______________________
(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  222,156  shares.
</TABLE>


                                       33
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We anticipate that our directors, officers and their affiliates, including
members of their families or businesses and other organizations with which they
are associated, will have banking and other transactions in the ordinary course
of business with the Bank.  It will be the policy of the Bank that any loans or
other transactions with those persons or entities (a) will be made in accordance
with applicable law and the Bank's lending policies, (b) will be made on
substantially the same terms, including price, interest rates and collateral, as
those prevailing at the time for comparable transactions with other unrelated
parties of similar standing, and (c) will not be expected to involve more than
the normal risk of collectibility or present other unfavorable features to the
Company and the Bank.  In addition, all future transactions with our directors,
officers and their affiliates are intended to be on terms no less favorable than
could be obtained from an unaffiliated third party, and must be approved by a
majority of our directors, including a majority of the directors who do not have
an interest in the transaction.

ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
(a)     Exhibits

Exhibit
Number   Exhibit
-------  -------
<S>      <C>

    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 Stock

   10.1  Lease Option Agreement by and between Generations 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 Generations Bancshares, Inc. and Elams Mill
         Partners, LLC (leasehold for main office property) (1)

   10.3  Promissory Note dated July 31, 2001 executed by Generations Bancshares, Inc. in favor of
         Nexity Bank and form of Commercial Guaranty (1)

   10.4  Generations 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,
         Generations Bancshares, Inc. and David K. George(1) (2)

   10.7  Employment Agreement dated as of June 3, 2002 by and among Seasons Bank, Generations
         Bancshares, Inc. and David K. George (replacing the Employment Agreement at Exhibit
         10.6)(2) (3)

   10.8  Employment Agreement dated of November 20, 2003 by and among Seasons Bank,
         Generations Bancshares, Inc. and John H. Ketner, Jr. (2)


                                       34
<PAGE>
Exhibit
Number   Exhibit
-------  -------

   10.9  Amendment to Option Agreement by and between Generations Bancshares, Inc. and Elams
         Mill Partners, LLC dated June  5, 2002 (amending the Lease Option Agreement at Exhibit
         10.1)#

   13.1  Generations Bancshares, Inc. Financial Statements as of December 31, 2003

   22.1  Subsidiaries of the Registrant

   24.1  Power of Attorney (appears on the signature pages to the Annual Report on Form 10-KSB)

   31.1  Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Exchange Act

   31.2  Certification of Chief Financial Officer pursuant to Rule 15d-14(a) of the Exchange Act

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

   32.2  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

   99.1  Proxy Statement for 2004 Annual Meeting to be held on May 19, 2004
<FN>

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

(b)  Reports on Form 8-K filed in the fourth quarter of 2003: None.
</TABLE>

           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, 2003 and 2002 by Mauldin & Jenkins, LLC:

                                        2003    2002
                                       -------  -----
           Audit fees                  $24,000  8,539
           Audit-related fees            2,137      0
           Tax fees                      3,000    500
           All other fees                    -      -
                                       -------  -----
                Total Fees             $29,137  9,039
                                       =======  =====


                                       35
<PAGE>
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 2003 and 2002, and (2) review of the financial
statements included in the Company's quarterly filings on Form 10-QSB and annual
filings on Form 10-KSB.

AUDIT-RELATED FEES

     Mauldin & Jenkins billed $2,137 for audit-related services during 2003.

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
compliance, tax advice and tax planning.

ALL OTHER FEES

     Mauldin & Jenkins billed no other fees during 2003 or 2002.

     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 2003,
100% of the fees incurred were pre-approved.


                                       36
<PAGE>
                                   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.


                                   GENERATIONS BANCSHARES, INC.


                                   By:    /s/ John H. Ketner, Jr.
                                          -----------------------
                                          John H. Ketner, Jr.
                                          Chief Executive Officer

                                   Date:  March 29, 2004



                                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 David K. George and
Nita Elliot, 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.


<TABLE>
<CAPTION>
SIGNATURE                              TITLE                  DATE
---------------------------  --------------------------  --------------
<S>                          <C>                         <C>

/s/ John H. Ketner, Jr.      Chief Executive Officer     March 29, 2004
---------------------------
John H. Ketner, Jr.*

/s/ David K. George          President                   March 29, 2004
---------------------------
David K. George

/s/ James Leon Burrell, Jr.  Director                    March 29, 2004
---------------------------
James Leon Burrell, Jr.

/s/ Teresa L. Colditz        Director                    March 29, 2004
---------------------------
Teresa L. Colditz


                                       37
<PAGE>
/s/ Nita Elliott             Chief Financial Officer     March 29, 2004
---------------------------
Nita Elliott**

/s/ Lon Allen Dillard        Director                    March 29, 2004
---------------------------
Lon Allen Dillard

/s/ Jeffrey Hollister Hall   Director                    March 29, 2004
---------------------------
Jeffrey Hollister Hall

/s/ Frederick D. Mann        Director                    March 29, 2004
---------------------------
Frederick D. Mann

/s/ T. Kenneth Kilpatrick.   Director                    March 29, 2004
---------------------------
T. Kenneth Kilpatrick

/s/ Timothy A. Nelson        Vice Chairman of the Board  March 29, 2004
---------------------------
Timothy A. Nelson

/s/ Robert M. Thomas, Jr.    Chairman of the Board       March 29, 2004
---------------------------
Robert M. Thomas, Jr.

/s/ John Mark Turner         Director                    March 29, 2004
---------------------------
John Mark Turner

<FN>
_____________________________
*  Principal executive officer.
** Principal financial and accounting officer.
</TABLE>


                                       38
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


(a)     Exhibits

Exhibit
Number   Exhibit
-------  -------
<S>      <C>

    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 Stock

   10.1  Lease Option Agreement by and between Generations 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 Generations Bancshares, Inc. and Elams Mill
         Partners, LLC (leasehold for main office property) (1)

   10.3  Promissory Note dated July 31, 2001 executed by Generations Bancshares, Inc. in favor of
         Nexity Bank and form of Commercial Guaranty (1)

   10.4  Generations 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,
         Generations Bancshares, Inc. and David K. George(1) (2)

   10.7  Employment Agreement dated as of June 3, 2002 by and among Seasons Bank, Generations
         Bancshares, Inc. and David K. George (replacing the Employment Agreement at Exhibit
         10.6)(2) (3)

   10.8  Employment Agreement dated of November 20, 2003 by and among Seasons Bank,
         Generations Bancshares, Inc. and John H. Ketner, Jr. (2)

   10.9  Amendment to Option Agreement by and between Generations Bancshares, Inc. and Elams
         Mill Partners, LLC dated June  5, 2002 (amending the Lease Option Agreement at Exhibit
         10.1)#

   13.1  Generations Bancshares, Inc. Financial Statements as of December 31, 2003

   22.1  Subsidiaries of the Registrant


                                       39
<PAGE>
Exhibit
Number   Exhibit
-------  -------

   24.1  Power of Attorney (appears on the signature pages to the Annual Report on Form 10-KSB)

   31.1  Certification of Chief Executive Officer pursuant to Rule 15d-14(a) of the Exchange Act

   31.2  Certification of Chief Financial Officer pursuant to Rule 15d-14(a) of the Exchange Act

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

   32.2  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

   99.1  Proxy Statement for 2004 Annual Meeting to be held on May 19, 2004
<FN>

_________________________
(1)  Previously filed as an exhibit to the Registration Statement on Form SB-2
     (Registration No. 333-84142), as 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), as filed with the SEC
     on June 10, 2002.
</TABLE>


                                       40
<PAGE>