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, 2004
                           -----------------

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

     For the transition period from _____________ to _______________

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

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


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

   336 BLUE RIDGE STREET, BLAIRSVILLE, GA                   30512
  ----------------------------------------   ---------------------------------
  (Address of Principal Executive Offices)               (Zip Code)


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

Securities registered pursuant to Section 12(g) of the Act:  COMMON STOCK, PAR
VALUE $1.00.

Check whether the issuer:  (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  contained in this form, and no disclosure will be contained, to
the  best  of  registrant's  knowledge,  in  a  definitive  proxy or information
statements  incorporated  by  reference  in  Part III of this Form 10-KSB or any
amendment  to  this  Form  10-KSB.   [X]

State  issuer's  revenues  for  its  most  recent  fiscal  year:   $2,624,763
                                                                   ----------

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:  $6,791,180 BASED ON 679,118 SHARES AT
$10.00  PER  SHARE.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. 913,834 SHARES AS OF MARCH 10, 2005.
                                           ------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report to Shareholders for the fiscal year ended December
31,  2004  are  incorporated  by reference into Parts I and II.  Portions of the
Proxy Statement for the Annual Meeting of Shareholders, scheduled to be held May
18,  2005,  are  incorporated  by  reference  into  Part  III.

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


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                                TABLE OF CONTENTS


                                                                          PAGE
                                                                         NUMBER
<S>                                                                      <C>
PART I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       1

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

  ITEM 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . .      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 COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
            SMALL BUSINESS PURCHASES OF EQUITY SECURITIES . . . . . . .      13

  ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS. . . . . . . . . . . .      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

  ITEM 8B.  OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . .      14

PART III. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      15

  ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. . . . .      15

  ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . .      15

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
            MANAGEMENT AND RELATED STOCKHOLDER MATTERS. . . . . . . . .      16

  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . .      16

  ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 8-K . . . . . . . . . .      16

  ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . .      18
</TABLE>


<PAGE>
                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

             CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

     -    changes in the legislative and regulatory environment;

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

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

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

                            SEASONS BANCSHARES, INC.

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

                                  SEASONS BANK

GENERAL

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


<PAGE>
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 the first quarter of 2005.

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

LENDING  SERVICES

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

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


     LOAN CATEGORY                            RATIO
     -------------                            ------

     Real estate related loans. . . . . . . .  72.0%
         Commercial real estate . . .  25.5%
         Construction and development  21.5%
         Residential real estate. . .  25.0%
     Commercial loans . . . . . . . . . . . .  24.0%
     Consumer loans . . . . . . . . . . . . .   4.0%



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

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

     -    15% of Seasons Bank's capital and surplus; or

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

     These legal limits will increase or decrease as Seasons Bank's capital
increases or decreases as a result of its earnings or losses, among other
reasons.  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


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          exceed 75%. Speculative loans are based on the borrower's financial
          strength and cash flow position. Loan proceeds are disbursed based on
          the percentage of completion and only after the project has been
          inspected by an experienced construction lender or third-party
          inspector. Risks associated with construction loans include
          fluctuations in the value of real estate and new job creation trends.

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

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

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

INVESTMENTS

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

ASSET AND LIABILITY MANAGEMENT

     The Asset/Liability Committee manages Seasons Bank's assets and liabilities
and strives to provide a stable, optimized net interest margin, adequate
liquidity and a profitable after-tax return on assets and return on equity.  The


                                        4
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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.

DEPOSIT SERVICES

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

OTHER BANKING SERVICES

     Other banking services now operational include travelers checks, direct
deposits, night depository, ATM cards, debit cards, on-line banking services,
on-line bill payment, limited cash management services, courier services and
TT&L Depository.  Seasons Bank is associated with STAR and CIRRUS so our
customers are able to use ATMs throughout Georgia and other regions. We do not
charge our customers for the use of these automated teller machines.  However,
other financial institutions may charge our customers for the use of their
automated teller machines.  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 19 full-time equivalent employees.  Seasons 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.

SEASONS 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 (the
"BHC Act").  As a result, the Company is primarily subject to the supervision,
examination, and reporting requirements of the BHC Act and the regulations of
the Board of Governors of the Federal Reserve System (the "Federal Reserve").
As a bank holding company located in Georgia, the Georgia Department of Banking
and Finance (the "GDBF") also regulates and monitors all significant aspects of
the Company's operations.

     ACQUISITIONS OF BANKS. The BHC Act requires every bank holding company to
obtain the Federal Reserve's prior approval before:

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

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

     -    merging or consolidating with any other bank holding company.


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<PAGE>
     Additionally, the BHC Act provides that the Federal Reserve may not approve
any of these transactions if it would result in or tend to create a monopoly or,
substantially lessen competition or otherwise function as a restraint of trade,
unless the anti-competitive effects of the proposed transaction are clearly
outweighed by the public interest in meeting the convenience and needs of the
community to be served.  The Federal Reserve is also required to consider the
financial and managerial resources and future prospects of the bank holding
companies and banks concerned 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 BHC 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 chartered
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 BHC Act and the
Change in Bank Control Act, together with related regulations, require Federal
Reserve approval prior to any person or company acquiring "control" of a bank
holding company.  Control is conclusively presumed to exist if an individual or
company acquires 25% or more of any class of voting securities of 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 Exchange Act; or

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

     Our common stock is registered under Section 12 of the Exchange Act.  The
regulations also provide a procedure for challenging the rebuttable presumption
of control.

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

     -    banking or managing or controlling banks; and

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

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

     -    factoring accounts receivable;

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

     -    leasing personal or real property;

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

     -    trust company functions;

     -    financial and investment advisory activities;

     -    conducting discount securities brokerage activities;

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

     -    providing specified management consulting and counseling activities;


                                        6
<PAGE>
     -    performing selected data processing services and support services;

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

     -    performing selected insurance underwriting activities.

     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 BHC Act expressly lists the following activities as financial in
nature:

     -    lending, trust and other banking activities;

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

     -    providing financial, investment, or advisory services;

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

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

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

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

     -    merchant banking through securities or insurance affiliates; and

     -    insurance company portfolio investments.

     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 the Bank's 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.


                                        7
<PAGE>
     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 Federal Deposit Insurance Corporation (the "FDIC")
and the GDBF.  The FDIC and the GDBF 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 GDBF.  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 laws of the applicable state (the foreign state).  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 FDIC 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, 2004, 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
prompt


                                        8
<PAGE>
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 1.44 cents per $100 of
deposits for the first quarter of 2005.

     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 (the "OCC")
issued a formal opinion stating that the entirety of GAFLA is preempted by
federal law for national banks and their operating


                                        9
<PAGE>
subsidiaries.  GAFLA contains a provision that preempts GAFLA as to state banks
in the event that the OCC 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, 2004 the Bank's ratio of total capital
to risk-weighted assets was 16.1% and our ratio of Tier 1 Capital to
risk-weighted assets was 14.9%.

     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, 2004, our leverage ratio was 12.0%.  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 FDIC Improvement Act of 1991, a
depository institution may not pay any dividends 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.

     The GDBF 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, 2004, 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.

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


                                       11
<PAGE>
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, President Bush 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") became
effective in 2004.

     The FCRA Amendments include, among other things:

          -    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 (which would include the Bank), 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 requirement for mortgage lenders to disclose credit scores
               to consumers.

     The FCRA Amendments also 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 share consumer information among our
affiliated companies for marketing purposes, except as allowed under exceptions
to the notice and opt-out requirements.  Because no affiliate of the Company is
currently sharing consumer information with any other affiliate of the Company
for marketing purposes, the limitations on sharing of information for marketing
purposes do not have a significant impact on the Company.

ANTI-TERRORISM AND MONEY LAUNDERING LEGISLATION

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

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 POLICIES

     Our earnings are affected by domestic economic conditions and the monetary
and fiscal policies of the United States government and its agencies.  The
Federal Reserve'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


                                       12
<PAGE>
issuance of United States government securities, its regulation of the discount
rate applicable to member banks and its influence over reserve requirements to
which member banks are subject.  We cannot predict the nature or impact of
future changes in monetary and fiscal policies.

ITEM 2.     DESCRIPTION OF PROPERTY

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

ITEM 3.     LEGAL PROCEEDINGS

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

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

     None.

                                     PART II

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

     The Company closed 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.

     On March 10, 2005, the Company had 849 shareholders of record who owned an
aggregate of 913,834 shares.

     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."


                                       13
<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
            OF OPERATIONS

     The following discussion describes our results of operations for 2004 and
2003 and also analyzes our financial condition as of December 31, 2004 and 2003.
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 2004 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 2004 results were highlighted by loan growth and the improvement in
earning asset mix that improved net interest margin. Our critical success
factors include management of interest rate risk and credit risk, superior
service delivery, and productivity and expense control.

     We are a $54.6 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, 2004, we reported a consolidated net loss
of $506,000 compared to a net loss of $1,192,000 for the year ended December 31,
2003. Based upon the number of shares sold in our initial common stock offering
or 913,834, the loss per share was $.55 for the year 2004 versus a loss per
share of $1.30 for the year 2003. Our net interest income increased in 2004 as
we reallocated larger portions of our interest earning assets into our higher
yielding loan portfolio. Our operating expenses increased in 2004 as a result of
general growth of the company. See "Results of Operations" in this discussion
for more details as to the factors, which affect our performance.

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

CRITICAL  ACCOUNTING  POLICIES

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

     We believe the allowance for loan losses is a critical accounting policy
that requires the most significant judgments and estimates used in preparation
of our consolidated financial statements. Refer to Note 1. of our consolidated
financial statements which are included in this Annual Report on form 10-KSB for
a discussion of our accounting policies for the allowance for loan losses as
well as a discussion that addresses our allowance for loan losses and a
description of our processes and methodology for determining our allowance for
loan losses.


                                       15
<PAGE>
FINANCIAL  CONDITION  AT  DECEMBER  31,  2004  AND  2003

OVERVIEW

     As of December 31, 2004, we had total assets of $54.6 million. To fund the
growth in these assets during 2004, we generated $47,780,000 in deposits since
the commencement of operations on January 27, 2003. We have invested the
proceeds from the deposit growth in federal funds sold (1,094,000), debt
securities ($6,617,000), loans ($41,757,000), and premises and equipment
($3,047,000). We expect that loan and deposit growth will be significant during
the coming year. This expected growth is not uncommon for de novo banks.

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, 2004 and December 31,
2003 are shown in the following table according to the type of loan.

<TABLE>
<CAPTION>
                                             (Dollars in Thousands)
<S>                                          <C>         <C>
                                                2004        2003
                                             ----------  ---------
  Commercial                                 $   ,197    $  1,373
  Real estate-commercial                       10,927       5,494
  Real estate-construction                      9,297       2,356
  Real estate-mortgage                         10,238       9,287
  Consumer installment loans and other          1,703       1,107
                                             ----------  ---------
                                               42,362      19,617
  Less deferred loan fees                         (66)        (47)
  Less allowance for loan losses                 (539)       (271)
                                             ----------  ---------
          Net loans                          $ 41,757    $ 19,299
</TABLE>

     We have 71.9% of our loan portfolio collateralized by real estate located
in our primary market area of Union County and surrounding Georgia counties. A
breakdown of our real estate loan portfolio is as follows: Our construction and
land development loans, which comprise 21.9% of the loan portfolio, consists of
loans primarily collateralized by one to four family residential properties.
Commercial real estate loans comprise 25.8% of the loan portfolio, and other
real estate mortgages total 24.2% of the loan portfolio. We generally require
that loans collateralized by real estate not exceed customary collateral values.

     The remaining 28.1% 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,


                                       16
<PAGE>
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, 2004.

MATURITIES  AND  SENSITIVITIES  OF  LOANS  TO  CHANGES  IN  INTEREST  RATES

     Total loans as of December 31, 2004 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)
                                                   2004
                                                 -------
<S>                                               <C>
Commercial
     One year or less                            $ 7,483
     After one year through five years             2,599
     After five years                                115
                                                 -------
                                                  10,197
  Construction
     One year or less                              8,734
     After one year through five years               563
     After five years                                  -
                                                 -------
                                                   9,297
  Other
     One year or less                             16,039
     After one year through five years             6,350
     After five years                                479
                                                 -------
                                                  22,868

                                                 $42,362
                                                 =======
</TABLE>

     The following table summarizes loans at December 31, 2004 and December 31,
2003 with the due dates after one year that have predetermined and floating or
adjustable interest rates.

                                          Dollars in Thousands)
                                                   2004
                                                 --------
     Predetermined interest rates                $ 7,169
     Floating or adjustable interest rates         1,132
                                                 -------
                                                 $ 8,301
                                                 ========

RISK  ELEMENTS  OF  THE  LOAN  PORTFOLIO

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

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

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.


                                       17
<PAGE>
     Information with respect to nonaccrual, past dues, and restructured loans
as of December 31, 2004 and 2003 are as follows:

<TABLE>
<CAPTION>
                                                            (Dollars in Thousands)

                                                               2004         2003
                                                           ------------  -----------
<S>                                                        <C>           <C>
Nonaccrual loans                                           $         22  $         0
Loans contractually past due ninety days or more
  as to interest or principal payments and still accruing            20            3
Restructured loans                                                    0            0
Loans, now current about which there are serious
  doubts as to the ability of the borrower to comply
  with loan repayment terms                                           0            0
Interest income that would have been recorded on
  nonaccrual and restructured loans under original terms              5            0
Interest income that was recorded on nonaccrual and
  restructured loans                                                  0            0
</TABLE>

ALLOWANCE  FOR  LOAN  LOSSES

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

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

     The provision for loan losses charged to expense was $303,000 in 2004. 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, 2004, we had
nonperforming loans of 22,000. The allowance for loan losses as a percentage of
total loans was 1.27%.

     As of December 31, 2004 and 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            PERCENT OF LOANS IN
                                             EACH CATEGORY                  EACH CATEGORY
                                  AMOUNT      TO TOTAL LOANS     AMOUNT      TO TOTAL LOANS
                                                     (DOLLARS IN THOUSANDS)
                                              2004                             2003
                                 -----------------------------  -----------------------------
<S>                              <C>      <C>                   <C>      <C>
Commercial                       $    73                24.10%  $    19                 7.00%
Real estate - commercial              78                25.80        76                28.00
Real estate - construction            66                21.90        33                12.01
Real estate - mortgage                74                24.20       128                47.34
Consumer installment and other        12                 4.00        15                 5.65
                                 -------  --------------------  -------  --------------------
                                 $   303               100.00%  $   271               100.00%
                                 =======  ====================  =======  ====================
</TABLE>


                                       18
<PAGE>
SUMMARY  OF  LOAN  LOSS  EXPERIENCE

     The following table summarizes average loan balances for the year
determined using the daily average balances during the period of banking
operations; changes in the allowance for loan losses arising from loans charged
off and recoveries on loans previously charged off; additions to the allowance
which have been charged to operating expense; and the ratio of net charge-offs
during period to average loans for December 31, 2004 and 2003.

<TABLE>
<CAPTION>
                                                                             DECEMBER 31
                                                                           2004          2003
                                                                         (DOLLARS IN THOUSANDS)
<S>                                                                    <C>            <C>
Average amount of loans outstanding                                    $     32,980       9,961
                                                                       =============  ==========
Balance of allowance for loan losses at beginning of period            $        271           -
                                                                       -------------  ----------
Loans charged off, consumer                                                      35           5
                                                                       -------------  ----------
Loans recovered, consumer                                                         -           5
                                                                       -------------  ----------
Net charge-offs                                                                  35           -
                                                                       -------------  ----------
Additions to the allowance charged to operating expense during period           303         271
                                                                       -------------  ----------
Balance of allowance for loan losses at end of period                  $        539         271
                                                                       =============  ==========
Ratio of net loans charged off during the
  period to average loans outstanding                                           .11%          0%
                                                                       =============  ==========
</TABLE>

SECURITIES

     The carrying amounts of securities at the dates indicated, which are all
classified as available-for-sale, are summarized as follows for the years ending
December 31, 2004 and 2003.

<TABLE>
<CAPTION>
                                          DECEMBER 31
                                       2004         2003
                                   ------------  -----------
                                     (DOLLARS IN THOUSANDS)
<S>                                <C>           <C>
Debt securities:
    U.S. Agency securities         $      4,960  $     7,007
    Mortgage backed securities            1,657          738
                                   ------------  -----------
                                   $      6,617  $     7,745
                                   ============  ===========
</TABLE>


                                       19
<PAGE>
MATURITIES

     The amount of debt securities in each category as of December 31, 2004 are
shown in the following table according to contractual maturity classifications
(1) one year or less, (2) after one through five years (3) after five through
ten years and (4) greater than ten years.

<TABLE>
<CAPTION>
                                GOVERNMENT AGENCIES         MORTGAGE-BACKED
                                                               SECURITIES

                                 AMOUNT     YIELD(1)     AMOUNT    YIELD (1)(2)
                               ----------  -----------  ---------  ------------
                                           (Dollars in Thousands)
<S>                            <C>         <C>          <C>        <C>
One year or less               $    1,000        2.75%  $       -            -
After one through five years        3,961        2.39%        431         4.50%
After five through ten years            -           -         910         4.50%
Greater than ten years                  -           -         315         5.50%
                               ----------               ---------

                               $    4,961        2.46%  $   1,656         4.69%
                               ==========  ===========  =========  ============
</TABLE>

(1)  Yields were computed using coupon interest, adding discount accretion or
     subtracting premium amortization, as appropriate, on a basis over the life
     of each security.
(2)  Yields on state and municipal securities are not stated on a tax-equivalent
     basis.

INTEREST-BEARING  LIABILITIES

     Our primary source of funds is deposits. Continued enhancement of existing
products obtaining certificates of deposit through an Internet Service, and
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, 2004, we have the ability on a short-term basis
to borrow and purchase Federal funds from other financial institutions and
borrow from the Federal Home Loan Bank of Atlanta. At December 31, 2004, we had
arrangements with three commercial banks for short-term advances of $4,500,000.

DEPOSITS

     Average non-interest bearing deposits in 2004 accounted for 7.26% 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 2004
and 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            PERCENTAGE
                                               AMOUNT   RATES PAID   AMOUNT   RATES PAID
                                                           (DOLLARS IN THOUSANDS)
                                                2004                  2003
                                               -------               -------
<S>                                            <C>      <C>          <C>      <C>
Noninterest-bearing demand deposits            $ 2,770          - %  $ 1,025           -%
Interest-bearing demand deposits and savings     8,062        1.08%    3,378         1.83
Time deposits                                   27,325        2.93%   13,435         3.11
                                               -------               -------
  Total deposits                               $38,157                17,838
                                               =======               =======
</TABLE>

(1)  Average balances were determined using the daily average balances during
     the year ending December 31, 2004

     The amounts of time certificates of deposit issued in amounts of $100,000
or more as of December 31, 2004 are shown below by category, which is based on
time remaining until maturity of (1) three months or less, (2) over


                                       20
<PAGE>
three through six months, (3) over six through twelve months, and (4) over
twelve months.

<TABLE>
<CAPTION>
                                      (DOLLARS IN THOUSANDS)
                                              2004
                                            --------
<S>                                         <C>
Three months or less                        $ 4,770
Over three months through six months          1,501
Over six months through twelve months         6,180
Over twelve months                            7,638
                                            --------
Total                                       $20,089
                                            ========
</TABLE>

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, 2004, our capital ratios were considered adequate based on
regulatory minimum capital requirements. Our shareholders' equity decreased
during 2004 primarily due to the reported net loss of $506,000 and unrealized
losses on securities available for sale of $46,000 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 the Bank. 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, 2004 are as follows:

<TABLE>
<CAPTION>
                                    BANK           REGULATORY
                            CAPITAL PERCENTAGES   REQUIREMENTS
                            --------------------  -------------
<S>                         <C>                   <C>
Leverage capital ratio                    12.05%          5.00%
Risk-based capital ratios:
Core capital                              14.89%          6.00%
Total capital                             16.13%         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.

     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.


                                       21
<PAGE>
Management is also not aware of any current recommendations by the regulatory
authorities that, if they were implemented, would have such an effect.

RETURN  ON  ASSETS  AND  STOCKHOLDERS'  EQUITY

     The following rate of return information for the years ending December 31,
2004 and 2003 indicated is presented below.

<TABLE>
<CAPTION>
                              2004      2003
                            --------  --------
<S>                         <C>       <C>
Return on assets (1)        (11.16)%   (4.73)%
Return on equity (2)         (8.12)%  (16.40)%
Dividend payout ratio (3)          -        -
Equity to assets ratio (4)   13.73 %    28.85%
</TABLE>

(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 the 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,
2004, we had issued commitments to extend credit of $5,984,000 through various
types of lending arrangements. We evaluate each customer's credit worthiness on
a case-by-case basis. The amount of collateral obtained, if deemed necessary
upon extension of credit, is based on our credit evaluation of the borrower.
Collateral varies but may include accounts receivable, inventory, property,
plant and equipment, commercial and residential real estate.

     If needed, we have the ability on a short-term basis to borrow and purchase
Federal funds from other financial institutions and from the Federal Home Bank
of Atlanta. At December 31, 2004, we had arrangements with three commercial
banks for short-term advances of $4,500,000.


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.


                                       22
<PAGE>
     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, 2004, our cumulative one year interest rate-sensitivity gap
ratio was 79%. Our targeted ratio is 80% to 120% in this time horizon. This
indicates that our interest-bearing liabilities will reprice during this period
at a rate faster than our interest-earning assets. It is our belief that as long
as we pay the prevailing market rate on these type of deposits, our liquidity,
while not assured, will not be negatively affected.

     The following table sets forth the distribution of the repricing of our
interest-earning assets and interest-bearing liabilities as of December 31,
2004, the interest rate-sensitivity gap, the cumulative interest
rate-sensitivity gap, the interest rate-sensitivity gap ratio and the cumulative
interest rate-sensitivity gap ratio. The table also sets forth the time periods
in which interest-earning assets and interest-bearing liabilities will mature or
may reprice in accordance with their contractual terms. However, the table does
not necessarily indicate the impact of general interest rate movements on the
net interest margin as the repricing of various categories of assets and
liabilities is subject to competitive pressures and the needs of our customers.
In addition, various assets and liabilities indicated as repricing within the
same period may in fact, reprice at different times within this period and at
different rates.


                                       23
<PAGE>
<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                 $  1,094   $       -   $       -   $    -  $  1,094
  Securities                                -       1,000       4,392    1,225     6,617
  Loans                                10,786      12,395      10,424    8,691    42,296
                                     ---------  ----------  ----------  ------  --------

                                       11,880      13,395      14,816    9,916    50,007
                                     ---------  ----------  ----------  ------  --------

Interest-bearing liabilities:
  Interest-bearing demand deposits
    and savings                         7,863           -           -        -     7,863
  Certificates, less than
    $100,000                            3,773       7,707       5,380        -    16,860
  Certificates, $100,000
    and over                            4,770       7,681       7,638        -    20,089
                                     ---------  ----------  ----------  ------  --------

                                       16,406      15,388      13,018        -    44,812
                                     ---------  ----------  ----------  ------  --------

Interest rate sensitivity
  gap                                $ (4,526)  $  (1,993)  $   1,798   $9,916  $  5,195
                                     =========  ==========  ==========  ======  ========
Cumulative interest rate
  sensitivity gap                    $ (4,526)  $  (6,519)  $  (4,721)  $5,195
                                     =========  ==========  ==========  ======
Interest rate sensitivity
  gap ratio                              0.72        0.87        1.14        -
                                     =========  ==========  ==========  ======
Cumulative interest rate
  sensitivity gap ratio                  0.72        0.79        0.89     1.12
                                     =========  ==========  ==========  ======
</TABLE>

RESULTS  OF  OPERATIONS  FOR  THE  YEARS  ENDED  DECEMBER  31,  2004  AND  2003

     For the year ended December 31, 2004, we reported a consolidated net loss
of $506,000 compared to a net loss of $1,192,000 for the year ended December 31,
2003. The loss per share was $.55 for the year 2004 compared to a loss per share
of $1.30 for the year 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 2004 was 3.92%.
Average loans were $32.9 million, average securities were $7.0 million, and
average federal funds sold were $1.8 million. Average interest-bearing
liabilities were $35.7 million. During the year, the rate earned on average
interest-earning assets was 6.05%, and the rate paid on average interest-bearing
liabilities was 2.50%, resulting in a net interest spread of 3.55%. We expect
our net interest margins to increase during 2005 as we invest our interest
earning assets primarily in loans.

     For 2003, the rate earned on average interest-earning assets was 3.93%, and
the rate paid on average interest-bearing liabilities was 2.85%, resulting in a
net interest spread of 1.08%.

     The following table sets forth the amount of our interest income and
interest expense for each category of


                                       24
<PAGE>
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>
                                                         For Year Ended                     For Year Ended
                                                       December 31, 2004                   December 31, 2003
                                                 Average      Income/    Yields/     Average      Income/   Yields/
                                               Balances(1)    Expense     Rates    Balances(1)    Expense    Rates
                                               ------------  ----------  --------  ------------  ---------  --------
<S>                                            <C>           <C>         <C>       <C>           <C>        <C>
Cash and non interest
  bearing due from banks                             1,004   $        -       - %          180   $       -        -%
Interest bearing due from banks                          -            -        -         1,811          19     1.03
Federal funds sold                                   1,805           22     1.22         8,137          95     1.16
Taxable securities                                   7,007          177     2.53         4,382          93     2.13
Unrealized losses
  on securities                                        (33)           -        -            (2)          -        -
Loans (2) (3)                                       32,980        2,331     7.07         9,961         787     7.91
Allowance for loan losses                             (408)           -        -          (117)          -        -
Other assets                                         2,976            -        -           842           -
                                               ------------  ----------            ------------  ---------

Total assets                                   $    45,331   $   25,194
                                               ============  ==========

Total interest-earning assets                  $    41,792   $    2,530     6.05%  $    24,291   $     994     3.93%
                                               ============  ==========            ============  =========

Noninterest-bearing demand                           2,770            -        -%        1,025           -        -%
Interest-bearing
  demand and savings                                 8,062           87     1.08         3,378          62     1.83
Time deposits                                       27,325          802     2.93        13,435         418     3.11
                                               ------------  ----------            ------------
      Total deposits                           $    38,157   $   17,838
                                               ------------  ----------
Federal Home Loan
  Bank advances                                        125            2     1.48             -           -        -
Federal funds purchased                                103            2     1.60             -           -        -
Repurchase agreements                                  102            1     1.73             -           -        -
Other liabilities                                      122            -        -            87

Stockholders' equity (4)                             6,722            -                  7,269
                                               ------------                        ------------

Total liabilities and equity                   $    45,331                         $    25,194
                                               ============                        ============

Total interest-bearing liabilities             $    35,717   $      894     2.50%  $    16,813   $     480     2.85%
                                               ============  ==========            ============  =========

Net interest income                                          $    1,636                          $     514
                                                             ==========                          =========
Net interest spread                                                         3.55%                              1.08%
                                                                         ========                           ========
Net yield on average interest-earning assets                                3.92%                              2.12%
                                                                         ========                           ========
</TABLE>

(1)  Average balances and average yields were determined using the daily average
     balances for each category.
(2)  Average balances of loans include nonaccrual loans.
(3)  Interest and fees on loans includes $275,000 and $195,000 of loan fee
     income for the years ended December 31, 2004 and 2003, respectively.
(4)  Average unrealized losses on securities available-for-sale are included in
     stockholders' equity.


                                       25
<PAGE>
RATE  AND  VOLUME  ANALYSIS  OF  INTEREST  INCOME  AND  INTEREST  EXPENSE

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

<TABLE>
<CAPTION>
                                                          2004  VS.  2003
                                                         CHANGES  DUE  TO:
                                                         -----------------
                                                                          INCREASE
                                                    RATE       VOLUME    (DECREASE)
                                                  ---------  ----------  -----------
<S>                                               <C>        <C>         <C>
                                                      (Dollars in Thousands)
Increase (decrease) in:
     Interest on loans                            $    (93)  $   1,637   $    1,544
     Interest on taxable securities                     20          64           84
     Interest on interest bearing due froms             (9)        (10)         (19)
     Interest on federal funds sold                      5         (78)         (73)
                                                  ---------  ----------  -----------
           Total interest income                       (77)      1,613        1,536
                                                  ---------  ----------  -----------
     Interest on interest-bearing
       demand and savings deposits                     (33)         58           25
     Interest on time deposits                         (25)        409          384
     Interest on Federal Home Loan Bank advances         -           2            2
     Interest on securities sold
       under repurchase agreements                       -           2            2
     Interest on federal funds purchased                 -           1            1
                                                  ---------  ----------  -----------
           Total interest expense                      (58)        472          414
                                                  ---------  ----------  -----------

           Net interest income                    $    (19)  $   1,141   $    1,122
                                                  =========  ==========  ===========
</TABLE>

PROVISION  FOR  LOAN  LOSSES,  NET  CHARGE-OFFS  AND  ALLOWANCE  FOR LOAN LOSSES

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

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

     Loan charge-offs were $35,000 during 2004. The amounts charged off totaled
$4,000 unsecured and $6,000 secured consumer credits and $25,000 secured
commercial credits which were identified by management as a loss. Management
feels the allowance for loan losses remains adequate to absorb future loses
which may exist in the loan portfolio.

     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.


                                       26
<PAGE>
NONINTEREST  INCOME

     Other income totaled $94,000 in 2004 and $31,000 in 2003. Other income
consists primarily of service charges on deposit accounts that include monthly
service charges on transaction accounts, insufficient funds charges, and other
miscellaneous maintenance fees. Approximately 76% and 14% of the service charge
income is generated from insufficient funds charges for the years ended December
31, 2004 and 2003, respectively.

NONINTEREST  EXPENSE

     The main components of noninterest expense are salaries and employee
benefits, occupancy and equipment expenses, and other noninterest expense. Total
noninterest expenses were approximately $1,934,000 in 2004 and $1,466,000 in
2003. The significant increase in 2004 over 2003 was due to increases in
salaries expense.

     Total salaries and benefits increased by $189,000 to $896,000 in 2004 from
$707,000 in 2003. The increase in salaries and employee benefits during 2004
resulted primarily from the increase in the number of employees needed for the
growth of the bank. As of December 31, 2004, we had 19 full-time equivalent
employees as compared to 15 at December 31, 2003.

     Equipment and occupancy expenses increased $258,000 to $436,000 during 2004
as compared to $178,000 in 2003. These increases were primarily due to increased
business activity and also due to the costs of our new main office banking
facility that we occupied on December 15, 2003.

     Other operating expenses increased in 2004 to $602,000, compared to
$580,000 in 2003. The increase in 2004 was due to general growth of the Company.

     Professional expenses decreased in 2004 to $91,000, as compared to $125,000
in 2003. Data processing expenses increased $66,000 in 2004 due to the
outsourcing of our daily processing activity. Advertising and business
development decreased in 2004 to $58,000, compared to $128,000 in 2003, related
to general advertising, promotion and business development expenses associated
with our opening for business.

INCOME  TAX

     We have not recorded income taxes due to cumulative operating losses
incurred to date. At December 31, 2004, we have available net operating loss
carryforwards of approximately $1,922,000 for Federal income tax purposes. If
unused, the carryforwards will expire beginning 2023.

EFFECTS  OF  INFLATION  AND  CHANGING  PRICES

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


                                       27
<PAGE>
ITEM 7.    FINANCIAL STATEMENTS

     The Financail Statements of the Company are incorporated herein by
reference to Exhibit 13.1 to this Annual Report on Form 10-KSB for the year
ended December 31, 2004.

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

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

ITEM 8A.     CONTROLS AND PROCEDURES

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

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

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

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

ITEM 8B.     OTHER INFORMATION

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


                                       28
<PAGE>
                                    PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the following headings, and
are incorporated herein by reference:

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

     "Executive  Officers";  and

     "Section  16(a)  Beneficial  Ownership  Reporting  Compliance."

CODE OF ETHICS

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

ITEM  10.     EXECUTIVE  COMPENSATION

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the heading "Compensation,"
and are incorporated herein by reference.

OPTIONS EXERCISED IN FISCAL YEAR 2004

     No options were exercised by our named executive officers in fiscal year
2004.

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        Value of Unexercised In-the-
                                                Underlying Unexercised             Money Options at
                                                Options at December 31,           December 31, 2004
                                                         2004
                                              -------------------------------------------------------------
                        Shares
                       Acquired      Value
        Name         on Exercise   Realized   Exercisable   Unexercisable   Exercisable     Unexercisable
                         (#)          ($)
-----------------------------------------------------------------------------------------------------------
<S>                  <C>           <C>        <C>           <C>            <C>             <C>
John H. Ketner, Jr.             0          0        10,000         20,000  $            0  $              0
David K. George                 0          0         7,615         15,231  $            0  $              0
Nita Elliott                    0          0         1,000          2,000  $            0  $              0
</TABLE>


                                       29
<PAGE>
ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS

     The response to this Item is partially included in the Company's Proxy
Statement for the 2005 Annual Meeting of Shareholders, under the heading
"Security Ownership of Certain Beneficial Owners," and is incorporated herein by
reference.

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

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

ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The responses to this Item are included in the Company's Proxy Statement
for the 2005 Annual Meeting of Shareholders, under the headings "Certain
Relationships and Related Transactions" and "Compensation," and are incorporated
herein by reference.

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

(a)  Exhibits

     Exhibit
     Number    Exhibit
     -------   -------

     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  Seasons  Bancshares ,
               Inc.  and Elams Mill Partners, LLC dated September 1, 2001 (lease
               option for main office property) (1)


                                       30
<PAGE>
     Exhibit
     Number    Exhibit
     -------   -------

     10.2      Form  of  Lease  Agreement  by  and  between  Seasons Bancshares,
               Inc.  and  Elams  Mill  Partners,  LLC (leasehold for main office
               property) (1)

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

     10.4      Seasons Bancshares, Inc. 2001 Stock Incentive Plan (1) (2)

     10.5      Form  of  Non-Qualified  Option  and  form  of an Incentive Stock
               Option(1) (2)

     10.6      Employment  Agreement  dated  as  of  October  11,  2001  by  and
               among  Seasons  Bank,  Seasons  Bancshares,  Inc.  and  David  K.
               George(1) (2)

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

     10.8      Employment  Agreement  dated  of  November  20, 2003 by and among
               Seasons  Bank,  Seasons  Bancshares, Inc. and John H. Ketner, Jr.
               (2) (4)

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

     13.1      Seasons  Bancshares,  Inc. and Subsidary Consolidated Financial
               Report

     22.1      Subsidiaries of the Registrant

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

     31.1      Certification  of  Principal  Executive  Officer  pursuant  to
               Rule 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  Principal  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 2005 Annual Meeting of Shareholders

_________________________

(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.

(4)  Previously  filed  as  an  exhibit  to  the  Annual  Report  on Form 10-KSB
     (Commission File No. 333-84142) as filed with the SEC on March 30, 2004.


(b)  Reports on Form 8-K filed in the fourth quarter of 2004:  None.


                                       31
<PAGE>
           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, 2004 and 2003 by Mauldin & Jenkins, LLC:


                                    2004     2003
                                   -------  ------

          Audit fees               $27,500  24,000
          Audit-related fees             -   2,137
          Tax fees                   3,500   3,000
          All other fees             5,031       -
                                   -------  ------
              Total Fees           $36,031  29,137
                                   =======  ======


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 2004 and 2003 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 no fees for audit-related services during 2004 and
$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 $5,031 for consulting on a new branch application
process during 2004.

     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 2004,
100% of the fees incurred were pre-approved.


                                       32
<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.


                                   SEASONS BANCSHARES, INC.


                                   By:     /s/ David K. George
                                           -------------------------------
                                           David K. George
                                           President

                                   Date:   March 31, 2005

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

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

<TABLE>
<CAPTION>
        SIGNATURE                      TITLE                  DATE
        ---------                      -----                  ----
<S>                          <C>                         <C>
/s/ David K. George          President                   March 31, 2005
---------------------------
    David K. George*

/s/ James Leon Burrell, Jr.  Director                    March 31, 2005
---------------------------
    James Leon Burrell, Jr.

/s/ Teresa L. Colditz        Director                    March 31, 2005
---------------------------
    Teresa L. Colditz

/s/ Nita Elliott             Chief Financial Officer     March 31, 2005
---------------------------
    Nita Elliott**


                                       33
<PAGE>
        SIGNATURE                      TITLE                  DATE
        ---------                      -----                  ----

/s/ Lon Allen Dillard        Director                    March 31, 2005
---------------------------
    Lon Allen Dillard

/s/ Jeffrey Hollister Hall   Director                    March 31, 2005
---------------------------
    Jeffrey Hollister Hall

                             Director                    March 31, 2005
---------------------------
    John H. Ketner

/s/ Frederick D. Mann        Director                    March 31, 2005
---------------------------
    Frederick D. Mann

/s/ T. Kenneth Kilpatrick    Director                    March 31, 2005
---------------------------
    T. Kenneth Kilpatrick

/s/ Timothy A. Nelson        Vice Chairman of the Board  March 31, 2005
---------------------------
    Timothy A. Nelson

/s/ Robert M. Thomas, Jr.    Chairman of the Board       March 31, 2005
---------------------------
    Robert M. Thomas, Jr.

/s/ John Mark Turner         Director                    March 31, 2005
---------------------------
    John Mark Turner
</TABLE>

_____________________________
 *  Principal executive officer.
**  Principal financial and accounting officer.


                                       34
<PAGE>
<TABLE>
<CAPTION>
                                                    EXHIBIT INDEX

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 Seasons Bancshares , Inc. and Elams Mill Partners, LLC
         dated September 1, 2001 (lease option for main office property) (1)

10.2     Form of Lease Agreement by and between Seasons Bancshares, Inc. and Elams Mill Partners, LLC
         (leasehold for main office property) (1)

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

10.4     Seasons Bancshares, Inc. 2001 Stock Incentive Plan (1) (2)

10.5     Form of Non-Qualified Option and form of an Incentive Stock Option(1) (2)

10.6     Employment Agreement dated as of October 11, 2001 by and among Seasons Bank, Seasons
         Bancshares, Inc. and David K. George(1) (2)

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

10.8     Employment Agreement dated of November 20, 2003 by and among Seasons Bank, Seasons
         Bancshares, Inc. and John H. Ketner, Jr. (2)  (4)

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

13.1     Seasons Bancshares, Inc. 2004 and Subsidary Consolidated Financial Report.

22.1     Subsidiaries of the Registrant

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

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

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


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

32.1     Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 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 2005 Annual Meeting of Shareholders
</TABLE>

_________________________

(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.

(4)  Previously  filed  as  an  exhibit  to  the  Annual  Report  on Form 10-KSB
     (Commission File No. 333-84142) as filed with the SEC on March 30, 2004.