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, 2002
                      -----------------

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

     For the transition period from                   to
                                    -----------------    ------------------

     Commission file number

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

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

     336 BLUE RIDGE ST., PLAINSVILLE, GEORGIA                           30512
------------------------------------------------                        -----
     (Address of Principal Executive Offices)                         (Zip Code)

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

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

Check whether the issuer:  (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that  registrant  was  required  to file such reports), and (2) has been
subject  to  such  filing  requirements  for past 90 days.  Yes  X    No
                                                                ---      ---

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

State issuer's revenues for its most recent fiscal year:   $______

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:   $6,884,280

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  latest practicable date.   913,834 AS OF MARCH 10,
2003.

                       DOCUMENTS INCORPORATED BY REFERENCE
NONE.

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


<PAGE>
                                TABLE OF CONTENTS

                                                                           PAGE
                                                                          NUMBER

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

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

   ITEM 2.   DESCRIPTION OF PROPERTIES . . . . . . . . . . . . . . . . .14

   ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . .14

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

PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
             MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .15

   ITEM 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . .17

   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
             FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . .18

PART III  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT . . . . .18

   ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . .19

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
             AND MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . .21

   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . .23

   ITEM 13.  EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB. . . . . . . . .24

   ITEM 14.  CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . .24


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                                     PART I


ITEM 1.   DESCRIPTION OF BUSINESS

             CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

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

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

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

     -    Changes in the legislative and regulatory environment;

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

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

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

                          GENERATIONS BANCSHARES, INC.

     Generations Bancshares is a Georgia corporation that was incorporated on
October 1, 2001 to organize and serve as the holding company for Generations
Bank, a state-chartered bank being organized under Georgia law. Generations Bank
will be 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 will allow Generations Bank to serve customers more
efficiently and will aid in our growth and success. Generations Bank will
emphasize real estate lending to take advantage of the population growth of
Union County and will aggressively market to small- to medium-sized businesses,
professional concerns and individual consumers that may be currently undeserved.

     On November 19, 2001, we filed an application with the Georgia Department
of Banking and Finance to organize a state-chartered bank in Blairsville,
Georgia and with the FDIC for federal deposit insurance. On May 17, 2002, the
Georgia Department of Banking and Finance conditionally approved our charter
application, and on June 6, 2002, the FDIC conditionally approved our
application for deposit insurance. Generations Bancshares filed an application
with the Federal Reserve Bank of Atlanta to become a bank holding company by
acquiring all of the capital stock of Generations Bank on August 9, 2002. We
received a permit to begin business on January 24, 2003. We opened the Bank in a
temporary facility located on our main bank site on January 27, 2003. We expect
to move into our permanent facility in the first quarter of 2004.


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<PAGE>
                                GENERATIONS BANK

GENERAL

     Generations Bank focuses on community involvement and personal service
while providing customers with the financial sophistication and products
typically offered by a larger bank. Generations 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.
Generations Bank offers a broad array of deposit services including demand
deposits, regular savings accounts, money market deposits, certificates of
deposit and individual retirement accounts. We also plan to provide additional
services like ATM cards, debit cards, travelers checks, direct deposit,
automatic transfers, and internet banking with on-line bill payment. We intend
to offer our services through a variety of delivery systems including automated
teller machines and telephone banking.


PHILOSOPHY AND STRATEGY

     Generations 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, will distinguish Generations 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. Generations Bank's primary service area is Union
County, Georgia. We estimate that Generations 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 Towns County during our second year of operation.

     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. We believe that the community will enthusiastically welcome
and support a new locally owned and operated commercial bank.


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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. As a result, we may
initially have to offer more flexible pricing and terms to attract borrowers.

     We estimate that Generations Bank's loan portfolio will be comprised of the
following:

        LOAN CATEGORY                                             RATIO
        -------------                                             -----
        Real estate related loans . . . . . . . . . . . . . .     75%

           Commercial real estate . . . . . . . . .     30%

           Construction and development . . . . . .     25%

           Residential real estate. . . . . . . . .     20%

        Commercial loans. . . . . . . . . . . . . . . . . . .     10%

        Consumer loans. . . . . . . . . . . . . . . . . . . .     15%

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

     LENDING LIMITS. Generations 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, Generations Bank is able to loan any one borrower a maximum
amount equal to either:

     -    15% of Generations 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 Generations 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 Generations 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
Generations Bank will make. Many of Generations Bank's anticipated commercial
loans will likely be made to small- to medium-sized businesses that may be less
able to withstand competitive, economic and financial pressures than larger
borrowers.

     REAL ESTATE LOANS. Generations Bank makes commercial real estate loans,
construction and development loans, and residential real estate loans. These
loans include commercial loans where Generations Bank takes a


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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. Generations 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, Generations Bank generally requires personal
guarantees from the principal owners of the property supported by a review by
Generations 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. Generations Bank
limits its risk by analyzing borrowers' cash flow and collateral value on an
ongoing basis.

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

     RESIDENTIAL REAL ESTATE. Generations 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 Generations 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 Generations Bank's loan portfolio. The terms of
these loans vary by purpose and by type of underlying collateral, if any.
Generations 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. Generations 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


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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 Generations Bank's market.

INVESTMENTS

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

ASSET AND LIABILITY MANAGEMENT

     The Loan & Asset/Liability Committee manages Generations Bank's assets and
liabilities and strives to provide a stable, optimized net interest margin,
adequate liquidity and a profitable after-tax return on assets and return on
equity. The committee conducts these management functions within the framework
of written loan and investment policies of Generations 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

     Generations Bank seek 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, Generations 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,
Generations Bank's primary service area. Generations Bank plans to obtain these
deposits through personal solicitation by its officers and directors, direct
mail solicitations and advertisements published in the local media.

OTHER BANKING SERVICES

     Other banking services now operational include travelers checks, direct
deposits, social security checks, night depository and ATM cards. Anticipated
banking services include debit cards, on-line banking services, limited cash
management services and discount brokerage services, courier services and TT&L
Depository. Generations Bank is associated with STAR and CIRRUS so our customers
will be 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 plan to offer VISA(R) credit card services. We also
plan to provide our customers with internet banking access with on-line bill
payment. Generations 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

     Generations Bank has 12 full-time equivalent employees. When we occupy our
permanent facility, we expect that Generations Bank will have 19 full-time
equivalent employees. We do not expect that Generations Bancshares will have any
employees who are not also employees of Generations 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 are generally intended to
protect depositors and not shareholders. The following discussion describes the
material elements of the regulatory framework that applies to us.


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GENERATIONS BANCSHARES

     Since the Company owns all of the capital stock of the Bank, it is a bank
holding company under the federal Bank Holding Company Act of 1956. As a result,
the Company is primarily subject to the supervision, examination, and reporting
requirements of the Bank Holding Company Act and the regulations of the Federal
Reserve.

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

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

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

     -    merging or consolidating with any other bank holding company.

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

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

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

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

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

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

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

     -    Banking or managing or controlling banks; and


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

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

     -    Factoring accounts receivable;

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

     -    Leasing personal or real property;

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

     -    Trust company functions;

     -    Financial and investment advisory activities;

     -    Conducting discount securities brokerage activities;

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

     -    Providing specified management consulting and counseling activities;

     -    Performing selected data processing services and support services;

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

     -    Performing selected insurance underwriting activities.

     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 additional
activities that are financial in nature or incidental or complementary to
financial activity. The Bank Holding Company Act expressly lists the following
activities as financial in nature:

     -    Lending, trust and other banking activities;

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

     -    Providing financial, investment, or advisory services;

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

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

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

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

     -    Merchant banking through securities or insurance affiliates; and

     -    Insurance company portfolio investments.

     To qualify to become a financial holding company, the Bank and any other
depository institution subsidiary of the Company must be well capitalized and
well managed and must have a Community Reinvestment Act rating of at least
"satisfactory." Additionally, the Company must file an election with the Federal
Reserve to become a


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financial holding company and must provide the Federal Reserve with 30 days'
written notice prior to engaging in a permitted financial activity. While the
Company meets the qualification standards applicable to financial holding
companies, the Company has not elected to become a financial holding company at
this time.

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

GENERATIONS BANK

     Generations Bank is a commercial bank chartered under the laws of the State
of Georgia and is subject to examination by the Georgia Department of Banking
and Finance. The Georgia Department of Banking and Finance regulates or monitors
all areas of a state bank's operations and activities, including reserves,
loans, mergers, issuance of securities, payment of dividends, interest rates and
establishment of branches.

     The FDIC insures Generations Bank's deposits and is its primary federal
regulator. The major functions of the FDIC with respect to insured banks include
paying depositors to the extent provided by law in the event an insured bank is
closed without adequately providing for payment of the claims of depositors,
acting as a receiver of state banks placed in receivership when so appointed by
state authorities, and preventing the continuance or development of unsound and
unsafe banking practices. In addition, the FDIC is authorized to examine insured
state banks that are not members of the Federal Reserve System to determine
their condition for insurance purposes. The FDIC also approves conversions,
mergers, consolidations and assumption of deposit liability transactions between
insured banks and noninsured banks or institutions to prevent capital or surplus
diminution in transactions where the resulting, continued or assuming bank is an
insured state bank which is not a member of the Federal Reserve System.

     BRANCHING. Under current Georgia law, Generations Bank may open branch
offices throughout Georgia with the prior approval of the Georgia Department of
Banking and Finance. In addition, with prior regulatory approval, Generations
Bank is able to acquire branches of existing banks located in Georgia.
Generations Bank and any other national or state-chartered bank generally may
branch across state lines by merging with banks in other states if allowed by
the applicable states' laws. Georgia law, with limited exceptions, currently
permits branching across state lines only 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 its home state has also elected to opt-in. Consequently, unless Georgia
changes its election, the only way we will be able to branch into states that
have elected to opt-in on a reciprocal basis will be through interstate merger.


     PROMPT CORRECTIVE ACTION. The Federal Deposit Insurance Corporation
Improvement Act of 1991 establishes a system of prompt corrective action to
resolve the problems of undercapitalized financial institutions. Under this
system, the federal banking regulators have established five capital categories
(well capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized) in which all institutions are
placed. 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


                                        8
<PAGE>
undercapitalized. The federal banking agencies have specified by regulation the
relevant capital level for each category.

     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
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 1.68 cents per $100 of
deposits for the first quarter of 2003.

     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 the
appropriate federal regulator, in connection with its examinations of financial
institutions within its jurisdiction, to evaluate the record of each financial
institution in meeting the credit needs of its local community, including low-
and moderate-income neighborhoods. The appropriate federal regulator considers
these factors 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 Generations Bank. Banks with
aggregate assets of $250 million or less are subject to a Community Reinvestment
Act examination only once every 60 months if the bank receives an outstanding
rating, once every 48 months if it receives a satisfactory rating and as needed
if the rating is less than satisfactory. Additionally, banks are required to
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;


                                        9
<PAGE>
     -    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

     -    the 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 ("GFLA") imposes restrictions and procedural requirements on most
mortgage loans made in Georgia, including home equity loans and lines of credit.
GFLA became effective on October 1, 2002 and was amended on March 7, 2003. While
selected provisions of GFLA apply regardless of the interest rate or charges on
the loan, the majority of the requirements apply only to "high cost home loans,"
as defined by GFLA.

     We have implemented procedures to comply with all GFLA requirements.

     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.


                                       10
<PAGE>
     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%. 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. See "-Generations Bank-Prompt Corrective Action."

PAYMENT OF DIVIDENDS

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

     The Georgia Department of Banking and Finance will regulate Generations
Bank's dividend payments and must approve dividend payments that would exceed
50% of Generations Bank's net income for the prior year.

     The payment of dividends by Generations Bancshares and Generations Bank may
also be affected by other factors, such as the requirement to maintain adequate
capital above regulatory guidelines. If, in the opinion of its federal banking
regulator, Generations 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 cease and desist from its practice. The federal banking
agencies have indicated that paying dividends that deplete a depository
institution's capital base to an inadequate level would be an unsafe and unsound
banking practice. Under the Federal Deposit Insurance Corporation Improvement
Act of 1991, a depository institution may not pay any dividend if payment would
cause it to become undercapitalized or if it already is undercapitalized.
Moreover, the federal agencies have issued policy statements that provide that
insured banks should generally only pay dividends out of current operating
earnings. See "-Prompt Corrective Action" above.

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 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


                                       11
<PAGE>
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 transactions requested by the consumer or when the
financial institution is jointly sponsoring a product or service with a
nonaffiliated third party. Additionally, financial institutions generally may
not disclose consumer account numbers to any nonaffiliated third party for use
in telemarketing, direct mail marketing or other marketing to consumers.

ANTI-TERRORISM LEGISLATION

     In the wake of the tragic events of September 11th, on October 26, 2001,
the President signed the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act
of 2001. Under the USA PATRIOT Act, financial institutions are subject to
prohibitions against specified financial transactions and account relationships
as well as enhanced due diligence and "know your customer" standards in their
dealings with foreign financial institutions and foreign customers. For example,
the enhanced due diligence policies, procedures and controls generally require
financial institutions to take reasonable steps:

     -    to conduct enhanced scrutiny of account relationships to guard against
          money laundering and report any suspicious transaction;

     -    to ascertain the identity of the nominal and beneficial owners of, and
          the source of funds deposited into, each account as needed to guard
          against money laundering and report any suspicious transactions;

     -    to ascertain for any foreign bank, the shares of which are not
          publicly traded, the identity of the owners of the foreign bank and
          the nature and extent of the ownership interest of each such owner;
          and

     -    to ascertain whether any foreign bank provides correspondent accounts
          to other foreign banks and, if so, the identity of those foreign banks
          and related due diligence information.

     Under the USA PATRIOT Act, financial institutions must establish anti-money
laundering programs. The USA PATRIOT Act sets forth minimum standards for these
programs, including:

     -    the development of internal policies, procedures and controls;

     -    the designation of a compliance officer;

     -    an ongoing employee training program; and

     -    an independent audit function to test the programs.

     Pursuant to the mandate of the USA PATRIOT Act, the Secretary of the
Treasury issued regulations effective April 24, 2002 applicable to financial
institutions. Because all federally insured depository institutions are required
to have anti-money laundering programs, the regulations provide that a financial
institution which is subject


                                       12
<PAGE>
to regulation by a "federal functional" is in compliance with the regulations if
it complies with the rules of its primary federal regulator governing the
establishment and maintenance of anti-money laundering programs.

     Under the authority of the USA PATRIOT Act, the Secretary of the Treasury
adopted rules on September 26, 2002 increasing the cooperation and information
sharing between financial institutions, regulators and law enforcement
authorities regarding individuals, entities and organizations engaged in, or
reasonably suspected based on credible evidence of engaging in, terrorist acts
or money laundering activities. Under the new rules, a financial institution is
required to:

-     expeditiously  search its records to determine whether it maintains or has
maintained  accounts,  or  engaged in transactions with individuals or entities,
listed  in  a  request  submitted  by  the  Financial Crimes Enforcement Network
("FinCEN");

     -    notify FinCEN if an account or transaction is identified;

     -    designate a contact person to receive information requests;

     -    limit use of information provided by FinCEN to: (1) reporting to
          FinCEN, (2) determining whether to establish or maintain an account or
          engage in a transaction and (3) assisting the financial institution in
          complying with the Bank Secrecy Act; and

     -    maintain adequate procedures to protect the security and
          confidentiality of FinCEN requests.

     Under the new rules, a financial institution may also share information
regarding individuals, entities, organizations and countries for purposes of
identifying and, where appropriate, reporting activities that it suspects may
involve possible terrorist activity or money laundering. Such
information-sharing is protected under a safe harbor if the financial
institution:

     -    notifies FinCEN of its intention to share information, even when
          sharing with an affiliated financial institution;

     -    takes reasonable steps to verify that, prior to sharing, the financial
          institution or association of financial institutions with which it
          intends to share information has submitted a notice to FinCEN;

     -    limits the use of shared information to identifying and reporting on
          money laundering or terrorist activities, determining whether to
          establish or maintain an account or engage in a transaction, or
          assisting it in complying with the Bank Security Act; and

     -    maintains adequate procedures to protect the security and
          confidentiality of the information.

     Any financial institution complying with these rules will not be deemed to
have violated the privacy requirements discussed above.

     The Secretary of the Treasury also adopted a new rule on September 26, 2002
intended to prevent money laundering and terrorist financing through
correspondent accounts maintained by U.S. financial institutions on behalf of
foreign banks. Under the new rule, financial institutions:

     -    are prohibited from providing correspondent accounts to foreign shell
          banks;

     -    are required to obtain a certification from foreign banks for which
          they maintain a correspondent account stating the foreign bank is not
          a shell bank and that it will not permit a foreign shell bank to have
          access to the U.S. account;

     -    must maintain records identifying the owner of the foreign bank for
          which they may maintain a correspondent account and its agent in the
          Unites States designated to accept services of legal process;

     -    must terminate correspondent accounts of foreign banks that fail to
          comply with or fail to contest a lawful request of the Secretary of
          the Treasury or the Attorney General of the United States, after being
          notified by the Secretary or Attorney General.

     The new rule applies to correspondent accounts established after October
28, 2002.


                                       13
<PAGE>
PROPOSED LEGISLATION AND REGULATORY ACTION

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

EFFECT OF GOVERNMENTAL MONETARY POLICES

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

                        SELECTED STATISTICAL INFORMATION

     The Bank has been open for business for less than two months and, as a
result, the Bank has no significant historical financial information.
Consequently, selected statistical information has been omitted. For information
concerning the Company's historical financial performance, see "Part II-Item 6.
Management's Plan of Operation" and "Part II-Item 7. Financial Statements."


ITEM 2.   DESCRIPTION OF PROPERTIES

Generations Bank opened in a temporary facility on the site while a permanent
main office building will be constructed. We have selected 336 Blue Ridge Street
in Blairsville as the site for Generations Bank's main office facility. 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, the proposed site is well suited for
Generations Bank to serve its market. Construction of our permanent facility is
expected to begin in the second quarter of 2003 with completion expected by
January, 2004. The permanent facility will be a two story, rock veneer building
with 12,250 square feet. It will feature traditional bank architecture and will
include 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.


                                       14
<PAGE>
                                     PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS

     (a)     The Company closed its initial public offering of securities on
December 31, 2002. All sales of securities by the Company in 2002 and 2003 were
registered under the Securities Act. There is currently no established market
for the Company's common stock, and an active trading market is not likely to
develop. The Company does not have any plans to list its common stock on any
stock exchange or on the over-the-counter market. As a result, investors who
need or wish to dispose of all or any part of their common stock may be unable
to do so except in private, directly negotiated sales.

     (b)     On March 10, 2003, the Company had 849 shareholders of record who
owned an aggregate of 913,834 shares.

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


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN
          OF OPERATIONS

     The purpose of the following discussion is to address information relating
to the financial condition and results of operations of Generations Bancshares,
Inc. that may not be readily apparent from the consolidated financial statements
and notes thereto, which appear on Exhibit 13.1 to this Report. This discussion
should be read in conjunction with the information provided our consolidated
financial statements and notes thereto.

GENERAL

     We were in the development stage during the last fiscal year and remained
in that stage until we commenced our banking operations on January 27, 2003.
Generations Bancshares, Inc. was incorporated on October 1, 2002 to serve as a
holding company for Generations Bank. During the fiscal year ended December 31,
2002, our main activities were:

     -    seeking, interviewing and selecting our officers;

     -    preparing our business plan;

     -    applying for a state bank charter under the laws of the State of
          Georgia;

     -    applying for FDIC deposit insurance;

     -    applying to become a bank holding company;

     -    identifying the sites for our banking facilities; and

     -    raising equity capital through an initial public offering.

     On June 27, 2002, we began an initial public offering of a minimum of
770,000 shares and a maximum of 1,000,000 shares of the common stock of
Generations Bancshares, Inc. As of March 25, 2003, we had raised $9,148,850 by
issuing 914,885 shares of our common stock in the offering. The offering was
closed on December 31, 2002.


                                       15
<PAGE>
FINANCIAL RESULTS

     From April 16, 2001, the date we began our organizational activities,
through December 31, 2002, our accumulated net losses amounted to $606,765. Our
financial statements and related notes, which are included in this Report,
provide additional information relating to the discussion of our financial
condition. See "Index to Financial Report" on Exhibit 13.1 to this Report.

     We completed our organizational activities and began banking operations on
January 27, 2003. We have incurred substantial expenses in establishing
Generations Bank as a going concern, and we can give you no assurance that we
will be profitable or that future earnings, if any, will meet the levels
prevailing in the banking industry. Typically new banks are not profitable in
their first year of banking operations and, in some cases are not profitable for
several years. Our future results will be determined primarily by our ability to
manage effectively interest income and expense, to minimize loan and investment
losses, to generate non-interest income, and to control non-interest expenses.
Since interest rates will be determined by market forces and economic conditions
beyond our control, our ability to generate net interest income will be
dependent upon our ability to maintain an adequate spread between the rate
earned on earning assets, such as loans and investment securities, and the rate
paid on interest-bearing liabilities, such as deposits and borrowing.

LIQUIDITY AND INTEREST RATE SENSITIVITY

     ORGANIZATIONAL PERIOD. During our organizational period, our cash
requirements consisted principally of funding our pre-opening expenses,
described above, as well as capital expenditures for the acquisition,
renovation, furnishing and equipping of our initial main office facility.

     From April 16, 2001 through January 7, 2003, our pre-opening expenses were
funded through an organizing line of credit from Nexity Bank. The total amount
available on the line of credit was $700,000, of which $694,859 was outstanding
at December 31, 2002. Each of our organizers guaranteed the full amount of this
loan, which bore interest at  0.50% less than the prime rate as published in the
Money Rates section of The Wall Street Journal, and was to be paid on June 10,
2003. We repaid the outstanding balance on the line of credit by using a portion
of the proceeds of our initial public offering on January 7, 2003.

     In addition, the organizers advanced the Company $55,000 for the purpose of
paying organization expenses for the Company and the Bank. The advances are
non-interest bearing, however, interest was imputed on the outstanding advances
at a rate of prime less .50% until the offering is completed. Total imputed
interest was $4,003 and $1,805 as of December 31, 2002 and 2001, respectively,
and is included in the accompanying statement of operations. The organizer
advances were repaid upon release of stock subscription proceeds from escrow on
January 6, 2003.

     COMMENCEMENT OF BANKING OPERATIONS. Since we were in the development stage
as of December 31, 2002, there are no operating results to present at this time.
Nevertheless, now that we have begun our banking operations, net interest
income, our primary source of earnings, will fluctuate with significant interest
rate movements. To lessen the impact of these margin swings, we intend to
structure our balance sheet so we will have regular opportunities to "reprice"
or change the interest rates on our interest-bearing assets and liabilities.
Imbalance in these repricing opportunities at any point in time constitutes
interest rate sensitivity.

     Interest rate sensitivity refers to the responsiveness of interest-bearing
assets and liabilities to changes in market interest rates. The rate sensitive
position, or gap, is the difference in the volume of rate sensitive assets and
liabilities at a given time interval. The general objective of gap management is
to actively manage rate sensitive assets and liabilities in order to reduce the
impact of interest rate fluctuations on the net interest margin. We will
generally attempt to maintain a balance between rate sensitive assets and
liabilities as the exposure period is lengthened to minimize our overall
interest rate risks.


                                       16
<PAGE>
     We will evaluate regularly our balance sheet's asset mix in terms of
several variables, including yield, credit quality, appropriate funding sources
and liquidity. To effectively manage our balance sheet's liability mix, we plan
to focus on expanding our deposit base and converting assets to cash as
necessary.

     As we continue to grow, we will restructure our rate sensitivity position
in an effort to hedge against rapidly rising or falling interest rates. Our
Investment Committee will meet on a quarterly basis to develop a strategy for
the upcoming period.

     For an operating bank, liquidity represents the ability to provide steady
sources of funds for loan commitments and investment activities, as well as to
maintain sufficient funds to cover deposit withdrawals and payment of debt and
operating obligations. Initially, we expect that a portion of the net proceeds
of the offering will be available for working capital purposes and will provide
funds for these purposes. In addition, we can obtain these funds by converting
assets to cash or by attracting new deposits. Through our banking operations,
our ability to maintain and increase deposits will serve as our primary source
of liquidity. To provide additional sources of liquidity, we plan to maintain a
federal funds borrowed line of credit with one or more correspondent banks.

     Other than the initial public offering and as discussed above, we know of
no trends, demands, commitments, events or uncertainties that should result in,
or are reasonably likely to result in, our liquidity increasing or decreasing in
any material way in the foreseeable future.

CAPITAL ADEQUACY

     There are now two primary measures of capital adequacy for banks and bank
holding companies: (i) risk-based capital guidelines and (ii) the leverage
ratio.

     The risk-based capital guidelines measure the amount of a bank's required
capital in relation to the degree of risk perceived in its assets and its
off-balance sheet items. Under the risk-based capital guidelines, capital is
divided into two "tiers." Tier 1 capital consists of common shareholders'
equity, noncumulative and cumulative perpetual preferred stock, and minority
interests. Goodwill, if any, is subtracted from the total. Tier 2 capital
consists of the allowance for loan losses, hybrid capital instruments, term
subordinated debt and intermediate term preferred stock. Banks are required to
maintain a minimum risk-based capital ratio of 8%, with at least 4% consisting
of tier 1 capital.

     The second measure of capital adequacy relates to the leverage ratio. The
FDIC has established a 3% minimum leverage ratio requirement. The leverage ratio
is computed by dividing tier 1 capital into total assets. In the case of
Generations Bank and other banks that are experiencing growth or have not
received the highest regulatory rating from their primary regulator, the minimum
leverage ratio should be 3% plus an additional cushion of at least 1% to 2%,
depending upon risk profiles and other factors.

     We believe that the net proceeds of this offering will satisfy our capital
requirements for at least the next 12 months following the opening of
Generations Bank. We believe all anticipated material expenditures for this
period have been identified and provided for out of the proceeds of the initial
public offering. For additional information about our plan of operations, see
"Item 1. Description of Business."

ITEM 7.   FINANCIAL STATEMENTS


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


                                       17
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE

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


                                    PART III

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

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

     The following table sets forth for each director and executive officer of
the Company (1) the person's name, (2) his or her age at December 31, 2002, (3)
the year he or she was first elected as a director of the Company, and (4) his
or her positions with the Company other than as a director and his or her other
business experience for the past five years.

<TABLE>
<CAPTION>
                             DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                    SINCE    AND BUSINESS EXPERIENCE
---------------------------  --------  -----------------------------------------------
<S>                          <C>       <C>

John D. Carini (53)              2002  Chief Executive Officer of the Company and Bank;
                                       previously Chief Executive Officer of Friendship
                                       Community Bank in Ocala, Florida since 1993

David K. George (46)             2001  President of the Company and the Bank; Senior Loan
                                       Officer of the Bank; previously Senior Vice President
                                       and Loan Officer of Bank of Hiawassee

Richard J. Browning (38)         2001  Business Development Officer of the Bank; served as
                                       president of Appalachian Community Bank from 1998
                                       to 2001

James L. Burrell, Jr.  (49)      2001  Owner of Burrell Farm (cattle farm)

Teresa L. Colditz (37)           2001  Owner of Colditz Trucking

Lon A. Dillard (32)              2001  President and Owner of Appalachian Water, Inc.;
                                       President and Owner of Byers Well Drilling, Inc.

Jeffrey H. Hall (44)             2001  Owner of Studio 129 (advertising company);
                                       Production Manager for Mountain Lake Publishing

T. Kenneth Kilpatrick (68)       2001  Superior Court Judge; Senior Judge

F. Darrell Mann (53)             2001  Owner of Real Estate Brokerage Business, from 1999
                                       to 1995 Office Manager of Blue Ridge Anesthesia
                                       Associates


                                       18
<PAGE>
                             DIRECTOR  POSITION WITH THE COMPANY
NAME (AGE)                    SINCE    AND BUSINESS EXPERIENCE
---------------------------  --------  -----------------------------------------------
Timothy A. Nelson (51)           2001  Owner of Depot Power Center, Inc. (retail power
                                       equipment)

Robert M. Thomas, Jr. (46)       2001  Chairman of the Board of Directors of the Company
                                       and the Bank; President and Owner of Thomas
                                       Insurance Group, Inc.

John Mark Turner (36)            2001  Owner of Mountain Eye Care (optometry practice)
</TABLE>


     The Company is filing this Annual 2001 Report on Form 10-KSB pursuant to
Section 15(d) of the Securities and Exchange Act and is not subject to filings
required by Section 16 of the Securities and Exchange Act.

ITEM   10. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

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

<TABLE>
<CAPTION>
                                  Annual Compensation            Long Term Compensation
                         -----------------------------------  ----------------------------
                                                  Other       Number of
                                                  Annual      Securities     All Other
                           Salary     Bonus    Compensation   Underlying  Compensation(1)
Name and Position  Year     ($)        ($)         ($)         Options          ($)
------------------------------------------------------------------------------------------
<S>                <C>   <C>         <C>      <C>             <C>         <C>
John D. Carini,
Chief Executive    2002  $ 7,500(2)  $     0  $            0           0  $              0
Officer

David K. George,   2002  $72,000(3)  $     0  $            0           0  $              0
President
</TABLE>

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

(2)  Consists of salary paid to Mr. Carini for services as chief executive
     officer from December 1, 2002 to December 31, 2002 at an annualized rate of
     $90,000.

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

     EMPLOYMENT AGREEMENTS.

     JOHN D. CARINI. We have entered into a three-year employment agreement with
John D. Carini regarding Mr. Carini's employment as chief executive officer of
Generations Bancshares and Generations Bank. Under the terms of the agreement,
Mr. Carini will receive a base salary of $90,000 per year. Also, Mr. Carini
shall be entitled to receive annual bonus compensation in an amount equal to 10%
of his base salary, as of the first fiscal month that Generations Bank attains
pre-tax profits, and annual bonus compensation in an amount equal to 15% of his
base salary, as of the time that Generations Bank attains cumulative
profitability. Generations Bank will also provide


                                       19
<PAGE>
Mr. Carini with health and life insurance, membership fees to a country club and
an automobile allowance.

     Mr. Carini's agreement also provides that Generations Bancshares will grant
him an incentive stock option to purchase a number of shares equal to 2.0% of
the total number of shares of common stock sold in this offering at a purchase
price of $10.00 per share. Mr. Carini's option will be issued under our stock
incentive plan and will constitute approximately 13.3% of the shares reserved
for issuance under the plan. Mr. Carini's option will generally become
exercisable in equal one-third annual increments over a three-year period
beginning on the one-year anniversary of Generations Bank opening for business.

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

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

     -    Generations Bank terminates Mr. Carini's employment without cause; or

     -    Mr. Carini terminates his employment for cause.

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

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

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

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

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


                                       20
<PAGE>
DIRECTOR COMPENSATION

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

OPTION GRANTS IN FISCAL YEAR 2002

     The Company did not grant any stock options or stock appreciation rights
during 2002.

OPTIONS EXERCISED IN FISCAL YEAR 2002

     No options were exercised by our named executive officers in fiscal year
2002.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the number of shares of the Company's common
stock that, as of March 10, 2003, are beneficially owned by (a) each existing
and proposed director of the Company and (b) all executive officers and existing
and proposed directors, as a group. The information shown below is based upon
information furnished to the Company by the named persons. Unless otherwise
indicated, each person is the record owner and has sole voting and investment
power with respect to his or her shares.

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

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

John D. Carini (53)                                    250                 *
2433 Russ Cornett Road
Boone, North Carolina  28607

David K. George (46)                                25,000               2.7%
2453 Walls Mountain
Hiawassee, Georgia 30546

Richard J. Browning (38)                             5,000                 *
767 Wills Way
Blairsville, Georgia 30512

James L. Burrell, Jr. (49)                          20,000               2.2%
P. O. Box 2781
Blairsville, Georgia 30514

Teresa L. Colditz (37)                              20,000               2.2%
1343 Bill Donaldson Road
Blairsville, Georgia 30512


                                       21
<PAGE>
NAME OF BENEFICIAL OWNER                  NUMBER OF SHARES  PERCENT OF CLASS
----------------------------------------  ----------------  -----------------
<S>                                       <C>               <C>

Lon A. Dillard (32)                                 25,000               2.7%
3000 Dillard Lane
Blairsville, Georgia 30514

Jeffrey H. Hall (44)                                11,000               1.2%
1956 Blood Mountain Cove Rd.
Blairsville, Georgia 30512-7636

T. Kenneth Kilpatrick (68)                           1,000                 *
6412 State Highway 60
Suches, Georgia  30572

F. Darrell Mann (53)                                21,571               2.4%
649 Tipton Road
Blue Ridge, Georgia 30513

Timothy A. Nelson (51)                              39,000               4.3%
984 Loving Road
Brownington, Georgia 30560

Robert M. Thomas, Jr. (46)                          37,500               4.1%
1257 Murphy Highway
Blairsville, Georgia 30512

John Mark Turner (36)                               20,085               2.2%
1296 Riverbend Circle
Blairsville, Georgia 30512

All organizers, directors and executive            225,406              24.6%
                                          ================
officers as a group (12 persons)
</TABLE>

     As of December 31, 2002, the Company had no equity compensation plans under
which  shares  of  the  Company's  stock  were  authorized  for  issuance.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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


                                       22
<PAGE>
ITEM 13.   EXHIBITS, LISTS AND REPORTS ON FORM 10-KSB

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

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


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


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


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

   10.6        Employment Agreement dated as of October 11, 2001 by and between
               Generations Bank (In Organization), Generations Bancshares, Inc.
               and David K. George(1) (2)

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

   10.8        Employment Agreement dated of June 3, 2002 by and between
               Generations Bank (In Organization), Generations Bancshares, Inc.
               and John D. Carini(2) (3)

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

   13.1        Generations Bancshares, Inc. Financial Statements as of December
               31, 2002


                                       23
<PAGE>
Exhibit
Number         Exhibit
-------        -------

   22.1        Subsidiaries of the Registrant

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

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

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

(2)  Indicates a compensatory plan or contract.

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


(b)  Reports on Form 8-K filed in the fourth quarter of 2002: None.


SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

     As the Company has just recently completed its initial offering of
securities and has had no business operations, it does not plan on furnishing a
2002 Annual Report or proxy material to shareholders. The Company's financial
statements are included in this Annual Report on Form 10-KSB. See "Part
II--Item7. Financial Statements."


ITEM 14.   CONTROLS AND PROCEDURES

     Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) that is required to be
included in the Company's periodic filings with the Securities and Exchange
Commission. There have been no significant changes in the Company's internal
controls or, to the Company's knowledge, in other factors that could
significantly affect those internal controls subsequent to the date the Company
carried out its evaluation, and there have been no corrective actions with
respect to significant deficiencies and material weaknesses.


                                       24
<PAGE>
                                   SIGNATURES

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


                                            GENERATIONS BANCSHARES, INC.



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

                                            Date: March 31, 2003


                                POWER OF ATTORNEY

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

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

SIGNATURE                             TITLE                  DATE
--------------------------  --------------------------  ---------------


/s/John D. Carini           Chief Executive Officer     March 31, 2003
--------------------------
John D. Carini


/s/David K. George          President                   March 31, 2003
--------------------------
David K. George*


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


/s/James Leon Burrell, Jr.  Director                    March 31, 2003
--------------------------
James Leon Burrell, Jr.


/s/Teresa L. Colditz        Director                    March  31, 2003
--------------------------
Teresa L. Colditz


/s/Nita Elliott             Chief Financial Officer     March 31, 2003
--------------------------
Nita Elliott**


/s/Lon Allen Dillard        Director                    March 31, 2003
--------------------------
Lon Allen Dillard


/s/Jeffrey Hollister Hall   Director                    March 31, 2003
--------------------------
Jeffrey Hollister Hall

/s/Frederick D. Mann        Director                    March 31, 2003
--------------------------
Frederick D. Mann


/s/T. Kenneth Kilpatrick.   Director                    March 31, 2003
--------------------------
T. Kenneth Kilpatrick


/s/Timothy A. Nelson  .     Vice Chairman of the Board  March 31, 2003
--------------------------
Timothy A. Nelson


/s/Robert M. Thomas, Jr. .  Chairman of the Board       March 31, 2003
--------------------------
Robert M. Thomas, Jr.


/s/John Mark Turner         Director                    March 31, 2003
--------------------------
John Mark Turner


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


<PAGE>
                                  CERTIFICATION


     I, John D. Carini, certify that:

     1.  I  have  reviewed  this  annual  report  on  Form 10-KSB of Generations
Bancshares,  Inc.  (the  "Registrant");

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

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

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

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
material  information  relating  to  the  Registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

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

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

     5.  The  Registrant's  other certifying officers and I have disclosed, base
on  our  most  recent  evaluation,  to  the  Registrant's auditors and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

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

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

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


Date: March 31, 2003                                 /s/John D. Carini
                                                     ---------------------------
                                                     John D. Carini
                                                     Chief Executive Officer


<PAGE>
                                  CERTIFICATION


     I, Nita Elliott, certify that:

     1.  I  have  reviewed  this  annual  report  on  Form 10-KSB of Generations
Bancshares,  Inc.  (the  "Registrant");

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

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

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

     a)  designed  such  disclosure  controls  and  procedures  to  ensure  that
material  information  relating  to  the  Registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

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

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

     5.  The  Registrant's  other certifying officers and I have disclosed, base
on  our  most  recent  evaluation,  to  the  Registrant's auditors and the audit
committee  of  Registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

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

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

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


Date: March 31, 2003                               /s/Nita Elliott
                                                   -----------------------------
                                                   Nita Elliott
                                                   Chief Financial Officer


<PAGE>
                                  EXHIBIT INDEX
                                  -------------


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

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


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


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


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

   10.6        Employment Agreement dated as of October 11, 2001 by and between
               Generations Bank (In Organization), Generations Bancshares, Inc.
               and David K. George(1) (2)

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

   10.8        Employment Agreement dated of June 3, 2002 by and between
               Generations Bank (In Organization), Generations Bancshares, Inc.
               and John D. Carini(2) (3)


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

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

   13.1        Generations Bancshares, Inc. Financial Statements as of December
               31, 2002

   22.1        Subsidiaries of the Registrant

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

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

_______________________________
(1)  Previously filed as an exhibit to the Registration Statement on Form SB-2
     (Registration No. 333-84142), 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.


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