SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ------------------

                        SWEETWATER FINANCIAL GROUP, INC.
                        --------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                           58-2531498
    -----------------------                                 --------------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                               3270 Florence Road
                          Powder Springs, Georgia 30127
                          -----------------------------
                    (Address of Principal Executive Offices)

           Sweetwater Financial Group, Inc. 2002 Stock Incentive Plan
                            (Full Title of the Plan)

                                Kenneth L. Barber
                             Chief Executive Officer
                        Sweetwater Financial Group, Inc.
                               3270 Florence Road
                          Powder Springs, Georgia 30127
                                 (770) 943-1400
                                 --------------
           (Name, address, and telephone number of agent for service)

                        --------------------------------

                              Copies Requested to:
                                 Neil E. Grayson
                   Nelson Mullins Riley & Scarborough, L.L.P.
                     999 Peachtree Street, N.E., Suite 1400
                             Atlanta, Georgia 30309
                                 (404) 817-6000
                              (404) 817-6050 (Fax)

                        --------------------------------

<TABLE>
<CAPTION>
===============================================================================================================

<S>                             <C>              <C>                     <C>                    <C>
 Title of Securities              Amount to be     Proposed Maximum       Proposed Maximum         Amount of
  to be Registered                 Registered       Offering Price       Aggregate Offering    Registration Fee
                                                       per Share                Price
---------------------------------------------------------------------------------------------------------------

Warrants                          40,000(1)
---------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value      335,000(2)           $10.00(4)           $3,350,000(4)           $309.00
---------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value      151,086(3)           $10.00(4)           $1,510,860(4)           $139.00
---------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Represents warrants granted to our organizers not previously registered on
    our Form S-1.
(2) Represents shares of common stock underlying warrants granted to our
    organizers.
(3) Represents shares of common stock issuable under the Sweetwater Financial
    Group, Inc. 2002 Stock Incentive Plan.
(4) In accordance with Rule 457 (h), the registration fee is based upon the
    price at which the option may be exercised.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.


<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by us with the SEC are incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be incorporated by reference in this registration statement
and shall be a part of this registration statement from the date of filing of
the documents:

     (a) our Annual Report on Form 10-KSB for the year ended December 31, 2001
         filed with the SEC on April 1, 2002; and

     (b) our Quarterly Reports on Form 10-QSB for the fiscal quarters ended
         March 31, 2002, June 30, 2002, and September 30, 2002 filed with the
         SEC on May 13, 2002, August, 14, 2002, and November 13, 2002,
         respectively.

Item 4.  Description of Securities.

General

     Our authorized capital stock consists of 10,000,000 shares of common stock,
par value $0.01 per share, and 10,000,000 shares of preferred stock, par value
$0.01 per share. The following summary describes the material terms of our
capital stock.

Common Stock

     Holders of shares of the common stock are entitled to receive such
dividends as may from time to time be declared by the board of directors out of
funds legally available for distribution. Holders of common stock are entitled
to one vote per share on all matters on which the holders of common stock are
entitled to vote and do not have any cumulative voting rights. Shareholders have
no preemptive, conversion, redemption, or sinking fund rights. In the event of a
liquidation, dissolution, or winding-up of the company, holders of common stock
are entitled to share equally and ratably in the assets of the company, if any,
remaining after the payment of all debts and liabilities of the company and the
liquidation preference of any outstanding preferred stock. The rights,
preferences and privileges of holders of common stock are subject to any classes
or series of preferred stock that the company may issue in the future.

Preferred Stock

     Our articles of incorporation provide that the board of directors is
authorized, without further action by the holders of the common stock, to
provide for the issuance of shares of preferred stock in one or more classes or
series and to fix the designations, powers, preferences, and relative,
participating, optional and other rights, qualifications, limitations, and
restrictions, including the dividend rate, conversion rights, voting rights,
redemption price, and liquidation preference, and to fix the number of shares to
be included in any such classes or series. Any preferred stock so issued may
rank senior to the common stock with respect to the payment of dividends or
amounts upon liquidation, dissolution or winding-up, or both. In addition, any
such shares of preferred stock may have class or series voting rights. Issuances
of preferred stock, while providing the company with flexibility in connection
with general corporate purposes, may, among other things, have an adverse effect
on the rights of holders of common stock. For example, the issuance of any
preferred stock with voting or conversion rights may adversely affect the voting
power of the holders of common stock, and such issuances could have the effect
of decreasing the market price of the common stock.

Anti-takeover Effects

     The provisions of the articles, the bylaws, and Georgia law summarized in
the following paragraphs may have anti-takeover effects and may delay, defer, or
prevent a tender offer or takeover attempt that a shareholder might consider to
be in such shareholder's best interest, including those attempts that might
result in a premium over the market price for the shares held by shareholders,
and may make removal of management more difficult.

                                       2
<PAGE>

     Restrictions on Acquisition. Section 7-1-622 of the Financial Institutions
Code of Georgia prohibits companies from "acquiring" Georgian Bank until the
bank has been in existence and continuous operation for three years.

     Authorized but Unissued Stock. The authorized but unissued shares of common
stock and preferred stock will be available for future issuance without
shareholder approval. These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions, and employee benefit plans. The existence of
authorized but unissued and unreserved shares of common stock and preferred
stock may enable the board of directors to issue shares to persons friendly to
current management, which could render more difficult or discourage any attempt
to obtain control of Sweetwater Financial Group by means of a proxy contest,
tender offer, merger or otherwise, and thereby protect the continuity of the
company's management.

     Number of Directors. The bylaws provide that the number of directors shall
be fixed from time to time by resolution by at least a majority of the directors
then in office, but may not consist of fewer than five nor more than 25 members.
Currently, we have 10 directors.

     Classified Board of Directors. Our articles and bylaws divide the board of
directors into three classes of directors serving staggered three-year terms. As
a result, approximately one-third of the board of directors are elected at each
annual meeting of shareholders. The classification of directors, together with
the provisions in the articles and bylaws described below that limit the ability
of shareholders to remove directors and that permit the remaining directors to
fill any vacancies on the board of directors, have the effect of making it more
difficult for shareholders to change the composition of the board of directors.
As a result, at least two annual meetings of shareholders may be required for
the shareholders to change a majority of the directors, whether or not a change
in the board of directors would be beneficial and whether or not a majority of
shareholders believe that such a change would be desirable.

     Number, Term, and Removal of Directors. We currently have 10 directors, but
our bylaws authorize this number to be increased or decreased by our board of
directors or by resolution of the shareholders at any annual or special meeting
of the shareholders. Our directors are elected to three year terms by a
plurality vote of our shareholders. Our bylaws provide that our shareholders, by
a majority vote of those entitled to vote in an election of directors, may
remove a director with cause. Our bylaws provide that all vacancies on our board
may be filled by a majority of the remaining directors for the unexpired term.

     Advance Notice Requirements for Shareholder Proposals and Director
Nominations. The bylaws establish advance notice procedures with regard to
shareholder proposals and the nomination, other than by or at the direction of
the board of directors or a committee of the board of directors, of candidates
for election as directors. These procedures provide that the notice of
shareholder proposals and director nominations must be in writing and delivered
to the secretary of the company not less than 30 days and not more than 60 days
in advance of the annual meeting. In the case of election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the tenth day following the date on which notice of the meeting is
first given to shareholders. We may reject a shareholder proposal or nomination
that is not made in accordance with these procedures.

     Nomination Requirements. Pursuant to the bylaws, we have established
certain nomination requirements for an individual to be elected as a director,
including that the nominating party provide (i) notice that the party intends to
nominate the proposed director; (ii) the name of and certain biographical
information on the nominee; and (iii) a statement that the nominee has consented
to the nomination. The chairman of any shareholders' meeting may, for good cause
shown, waive the operation of these provisions. These provisions could reduce
the likelihood that a third party would nominate and elect individuals to serve
on the board of directors. In addition, our bylaws prohibit individuals who are
directors of financial institutions having branches or affiliates in Cobb County
from becoming one of our directors.

Item 5.  Interests of Named Experts and Counsel.

     No response required to this item.

Item 6.  Indemnification of Directors and Officers.

     The Georgia Business Corporation Code (the "Georgia Law") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for a breach of duty,
provided

                                       3
<PAGE>

that no provision shall eliminate or limit the liability of a director for: an
appropriation of any business opportunity of the corporation; any act or
omission which involves an intentional misconduct or a knowing violation of law;
any transaction from which the director derives an improper personal benefit; or
any distribution that is illegal under Section 14-2-832 of the Georgia Law. Our
articles of incorporation contain a provision which limits the liability of a
director to the company or its shareholders for any breach of duty as a director
except for a breach of duty for which the Georgia Law prohibits such limitation
of liability. This provision does not limit the right of the company or its
shareholders to seek injunctive or other equitable relief not involving monetary
damages.

     Our articles of incorporation and bylaws contain certain provisions which
provide indemnification to our directors that is broader than the protection
expressly mandated in Sections 14-2-852 and 14-2-857 of the Georgia Law. If a
director or officer of the company has been wholly successful, on the merits or
otherwise, in the defense of any action or proceeding brought by reason of the
fact that such person was a director or officer of the company, Sections
14-2-852 and 14-2-857 of the Georgia Law would require the company to indemnify
such person against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith. The Georgia Law expressly allows the company
to provide for greater indemnification rights to its officers and directors,
subject to shareholder approval.

     The indemnification provisions in our articles of incorporation and bylaws
require us to indemnify and hold harmless each of our directors, officers,
employees and agents to the extent that he or she is or was a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was a director, officer, employee or
agent of the company, against expenses (including, but not limited to,
attorneyss fees and disbursements, court costs and expert witness fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the board of directors, the
shareholders or otherwise. Indemnified persons would also be entitled to have
the company advance expenses prior to the final disposition of the proceeding.
If it is ultimately determined that they are not entitled to indemnification,
however, such amounts must be repaid.

     We have the power, under our bylaws, to obtain insurance on behalf of any
director, officer, employee or agent of the company against any liability
asserted against or incurred by such person in any such capacity, whether or not
the company has the power to indemnify such person against such liability at
that time under the articles of incorporation, bylaws or the Georgia Law.

Item 7.  Exemption from Registration Claimed.

     No response is required to this item.

Item 8.  Exhibits.

     The following exhibits are filed with this Registration Statement:

Exhibit
Number      Description of Exhibit
------      ----------------------

 4.1        Articles of  Incorporation  of the Company  (incorporated  by
            reference to Exhibit 3.1 of the Company's Registration Statement
            on Form S-1; File No. 333-53536)
 4.2        Bylaws  of  the  Company   (incorporated  by  reference  to
            Exhibit  3.2  of  the  Company's Registration Statement on Form
            S-1; File No. 333-53536)
 4.3        Sweetwater Financial Group, Inc. 2002 Stock Incentive Plan
 4.4        Form of Warrant Agreement
 5.1      - Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1      - Consent of Mauldin & Jenkins, LLC

                                       4
<PAGE>

23.2      - Consent of Nelson  Mullins Riley & Scarborough,  L.L.P.  (contained
            in their opinion filed as Exhibit 5.1)
24        - Power of Attorney (contained on the signature pages of this
            Registration Statement)


Item 9.  Undertakings.

     The Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events which,
               individually or together, represent a fundamental change in
               the information in the registration statement.  Notwithstanding
               the foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities  offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than a 20 percent change in
               the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

         (iii) To include any additional or changed material information on the
               plan of distribution;

         provided, however, that the undertakings set forth in paragraph (i)
         and (ii) above do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed with or furnished to the Commission pursuant
         to Section 13 or 15(d) of the Exchange Act of 1934 that are
         incorporated by reference in this registration statement;

     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be
         a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof;

     (3) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.



                                       5
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Sweetwater
Financial Group certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Powder Springs, State of Georgia, on this 21st
day of January, 2003.

                                  SWEETWATER FINANCIAL GROUP, INC.


                                  By:  /s/ Kenneth L. Barber
                                     -----------------------------------
                                     Kenneth L. Barber
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Sweetwater Financial Group, Inc. (the "Company"), a Georgia
corporation, for himself and not for one another, does hereby constitute and
appoint Ken L. Barber a true and lawful attorney in his name, place and stead,
in any and all capacities, to sign his name to any and all amendments, including
post-effective amendments, to this Registration Statement, and to cause the same
(together with all Exhibits thereto) to be filed with the Securities and
Exchange Commission, granting unto such attorney full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself hereby ratifies and confirms
all that the attorney shall lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures                     Title                           Date
----------                     -----                           ----

 /s/ Kenneth L. Barber
-------------------------
Kenneth L. Barber              President, Chief Executive      January 21, 2003
                               Officer (principal executive
                               officer), and Director


 /s/ Philip Ekern
-------------------------
Philip Ekern                   Chief Financial Officer,        January 21, 2003
                               Secretary (principal
                               accounting and financial
                               officer)


 /s/ Fred Bentley, Jr.
-------------------------
Fred Bentley, Jr.              Director                        January 21, 2003


 /s/ Earl Day Ehrhart, IV
-------------------------
Earl Day Ehrhart, IV           Vice Chairman, Director         January 21, 2003


 /s/ Phillip T. Homan
-------------------------
Phillip T. Homan               Director                        January 21, 2003


 /s/ Cheryl Moultrie
-------------------------
Cheryl Moultrie                Director                        January 21, 2003



                                       6
<PAGE>


 /s/ John W. Rakestraw
-------------------------
John W. Rakestraw              Director                        January 21, 2003


 /s/ Andrew Schival
-------------------------
Andrew Schival                 Director                        January 21, 2003


 /s/ L. Charles Watts
-------------------------
L. Charles Watts               Director                        January 21, 2003


 /s/ Paul D. Wilkerson
-------------------------
Paul D. Wilkerson              Chairman, Director              January 21, 2003


 /s/ R. Lynn Wilson
-------------------------
R. Lynn Wilson                 Treasurer, Director             January 21, 2003



                                       7
<PAGE>

Exhibit
Number                                       Exhibit
------                                       -------
 4.1        Articles of Incorporation of the Company (incorporated by
            reference to Exhibit 3.1 of the Company's Registration Statement
            on Form S-1; File No. 333-53536)
 4.2        Bylaws  of  the  Company (incorporated by reference to Exhibit 3.2
            of the Company's Registration Statement on Form S-1; File No.
            333-53536)
 4.3        Sweetwater Financial Group, Inc. 2002 Stock Incentive Plan
 4.4        Form of Warrant Agreement
 5.1      - Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1      - Consent of Mauldin & Jenkins, LLC
23.2      - Consent of Nelson  Mullins Riley & Scarborough, L.L.P. (contained
            in their opinion filed as Exhibit 5.1)
24        - Power of Attorney (contained on the signature pages of this
            Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "sweetwaters8012703.txt", "description": "012103", "secsgml_size_bytes": 24652}]
{"company-data": {"conformed-name": "SWEETWATER FINANCIAL GROUP INC", "cik": "0001132242", "assigned-sic": "6021", "irs-number": "582531498"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102796", "film-number": "03530125"}, "business-address": {"street1": "4485 N. TOWN SQUARE", "street2": "SUITE 102", "city": "POWDER SPRINGS", "state": "GA", "zip": "30127", "phone": "7709431400"}, "mail-address": {"street1": "4485 N. TOWN SQUARE", "street2": "SUITE 102", "city": "POWDER SPRINGS", "state": "GA", "zip": "30127"}}
SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                -----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ------------------

                        SWEETWATER FINANCIAL GROUP, INC.
                        --------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

            Georgia                                           58-2531498
    -----------------------                                 --------------
(State or Other Jurisdiction of                            (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                               3270 Florence Road
                          Powder Springs, Georgia 30127
                          -----------------------------
                    (Address of Principal Executive Offices)

           Sweetwater Financial Group, Inc. 2002 Stock Incentive Plan
                            (Full Title of the Plan)

                                Kenneth L. Barber
                             Chief Executive Officer
                        Sweetwater Financial Group, Inc.
                               3270 Florence Road
                          Powder Springs, Georgia 30127
                                 (770) 943-1400
                                 --------------
           (Name, address, and telephone number of agent for service)

                        --------------------------------

                              Copies Requested to:
                                 Neil E. Grayson
                   Nelson Mullins Riley & Scarborough, L.L.P.
                     999 Peachtree Street, N.E., Suite 1400
                             Atlanta, Georgia 30309
                                 (404) 817-6000
                              (404) 817-6050 (Fax)

                        --------------------------------
===============================================================================================================
Title of Securities              Amount to be     Proposed Maximum       Proposed Maximum         Amount of
  to be Registered                 Registered       Offering Price       Aggregate Offering    Registration Fee
                                                       per Share                Price
---------------------------------------------------------------------------------------------------------------

Warrants                          40,000(1)
---------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value      335,000(2)           $10.00(4)           $3,350,000(4)           $309.00
---------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value      151,086(3)           $10.00(4)           $1,510,860(4)           $139.00
---------------------------------------------------------------------------------------------------------------
(1) Represents warrants granted to our organizers not previously registered on
    our Form S-1.
(2) Represents shares of common stock underlying warrants granted to our
    organizers.
(3) Represents shares of common stock issuable under the Sweetwater Financial
    Group, Inc. 2002 Stock Incentive Plan.
(4) In accordance with Rule 457 (h), the registration fee is based upon the
    price at which the option may be exercised.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by us with the SEC are incorporated by
reference into this registration statement, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 shall be incorporated by reference in this registration statement
and shall be a part of this registration statement from the date of filing of
the documents:

     (a) our Annual Report on Form 10-KSB for the year ended December 31, 2001
         filed with the SEC on April 1, 2002; and

     (b) our Quarterly Reports on Form 10-QSB for the fiscal quarters ended
         March 31, 2002, June 30, 2002, and September 30, 2002 filed with the
         SEC on May 13, 2002, August, 14, 2002, and November 13, 2002,
         respectively.

Item 4.  Description of Securities.

General

     Our authorized capital stock consists of 10,000,000 shares of common stock,
par value $0.01 per share, and 10,000,000 shares of preferred stock, par value
$0.01 per share. The following summary describes the material terms of our
capital stock.

Common Stock

     Holders of shares of the common stock are entitled to receive such
dividends as may from time to time be declared by the board of directors out of
funds legally available for distribution. Holders of common stock are entitled
to one vote per share on all matters on which the holders of common stock are
entitled to vote and do not have any cumulative voting rights. Shareholders have
no preemptive, conversion, redemption, or sinking fund rights. In the event of a
liquidation, dissolution, or winding-up of the company, holders of common stock
are entitled to share equally and ratably in the assets of the company, if any,
remaining after the payment of all debts and liabilities of the company and the
liquidation preference of any outstanding preferred stock. The rights,
preferences and privileges of holders of common stock are subject to any classes
or series of preferred stock that the company may issue in the future.

Preferred Stock

     Our articles of incorporation provide that the board of directors is
authorized, without further action by the holders of the common stock, to
provide for the issuance of shares of preferred stock in one or more classes or
series and to fix the designations, powers, preferences, and relative,
participating, optional and other rights, qualifications, limitations, and
restrictions, including the dividend rate, conversion rights, voting rights,
redemption price, and liquidation preference, and to fix the number of shares to
be included in any such classes or series. Any preferred stock so issued may
rank senior to the common stock with respect to the payment of dividends or
amounts upon liquidation, dissolution or winding-up, or both. In addition, any
such shares of preferred stock may have class or series voting rights. Issuances
of preferred stock, while providing the company with flexibility in connection
with general corporate purposes, may, among other things, have an adverse effect
on the rights of holders of common stock. For example, the issuance of any
preferred stock with voting or conversion rights may adversely affect the voting
power of the holders of common stock, and such issuances could have the effect
of decreasing the market price of the common stock.

Anti-takeover Effects

     The provisions of the articles, the bylaws, and Georgia law summarized in
the following paragraphs may have anti-takeover effects and may delay, defer, or
prevent a tender offer or takeover attempt that a shareholder might consider to
be in such shareholder's best interest, including those attempts that might
result in a premium over the market price for the shares held by shareholders,
and may make removal of management more difficult.

                                       2
Restrictions on Acquisition. Section 7-1-622 of the Financial Institutions
Code of Georgia prohibits companies from "acquiring" Georgian Bank until the
bank has been in existence and continuous operation for three years.

     Authorized but Unissued Stock. The authorized but unissued shares of common
stock and preferred stock will be available for future issuance without
shareholder approval. These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions, and employee benefit plans. The existence of
authorized but unissued and unreserved shares of common stock and preferred
stock may enable the board of directors to issue shares to persons friendly to
current management, which could render more difficult or discourage any attempt
to obtain control of Sweetwater Financial Group by means of a proxy contest,
tender offer, merger or otherwise, and thereby protect the continuity of the
company's management.

     Number of Directors. The bylaws provide that the number of directors shall
be fixed from time to time by resolution by at least a majority of the directors
then in office, but may not consist of fewer than five nor more than 25 members.
Currently, we have 10 directors.

     Classified Board of Directors. Our articles and bylaws divide the board of
directors into three classes of directors serving staggered three-year terms. As
a result, approximately one-third of the board of directors are elected at each
annual meeting of shareholders. The classification of directors, together with
the provisions in the articles and bylaws described below that limit the ability
of shareholders to remove directors and that permit the remaining directors to
fill any vacancies on the board of directors, have the effect of making it more
difficult for shareholders to change the composition of the board of directors.
As a result, at least two annual meetings of shareholders may be required for
the shareholders to change a majority of the directors, whether or not a change
in the board of directors would be beneficial and whether or not a majority of
shareholders believe that such a change would be desirable.

     Number, Term, and Removal of Directors. We currently have 10 directors, but
our bylaws authorize this number to be increased or decreased by our board of
directors or by resolution of the shareholders at any annual or special meeting
of the shareholders. Our directors are elected to three year terms by a
plurality vote of our shareholders. Our bylaws provide that our shareholders, by
a majority vote of those entitled to vote in an election of directors, may
remove a director with cause. Our bylaws provide that all vacancies on our board
may be filled by a majority of the remaining directors for the unexpired term.

     Advance Notice Requirements for Shareholder Proposals and Director
Nominations. The bylaws establish advance notice procedures with regard to
shareholder proposals and the nomination, other than by or at the direction of
the board of directors or a committee of the board of directors, of candidates
for election as directors. These procedures provide that the notice of
shareholder proposals and director nominations must be in writing and delivered
to the secretary of the company not less than 30 days and not more than 60 days
in advance of the annual meeting. In the case of election to be held at a
special meeting of shareholders for the election of directors, the close of
business on the tenth day following the date on which notice of the meeting is
first given to shareholders. We may reject a shareholder proposal or nomination
that is not made in accordance with these procedures.

     Nomination Requirements. Pursuant to the bylaws, we have established
certain nomination requirements for an individual to be elected as a director,
including that the nominating party provide (i) notice that the party intends to
nominate the proposed director; (ii) the name of and certain biographical
information on the nominee; and (iii) a statement that the nominee has consented
to the nomination. The chairman of any shareholders' meeting may, for good cause
shown, waive the operation of these provisions. These provisions could reduce
the likelihood that a third party would nominate and elect individuals to serve
on the board of directors. In addition, our bylaws prohibit individuals who are
directors of financial institutions having branches or affiliates in Cobb County
from becoming one of our directors.

Item 5.  Interests of Named Experts and Counsel.

     No response required to this item.

Item 6.  Indemnification of Directors and Officers.

     The Georgia Business Corporation Code (the "Georgia Law") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for a breach of duty,
provided

                                       3
that no provision shall eliminate or limit the liability of a director for: an
appropriation of any business opportunity of the corporation; any act or
omission which involves an intentional misconduct or a knowing violation of law;
any transaction from which the director derives an improper personal benefit; or
any distribution that is illegal under Section 14-2-832 of the Georgia Law. Our
articles of incorporation contain a provision which limits the liability of a
director to the company or its shareholders for any breach of duty as a director
except for a breach of duty for which the Georgia Law prohibits such limitation
of liability. This provision does not limit the right of the company or its
shareholders to seek injunctive or other equitable relief not involving monetary
damages.

     Our articles of incorporation and bylaws contain certain provisions which
provide indemnification to our directors that is broader than the protection
expressly mandated in Sections 14-2-852 and 14-2-857 of the Georgia Law. If a
director or officer of the company has been wholly successful, on the merits or
otherwise, in the defense of any action or proceeding brought by reason of the
fact that such person was a director or officer of the company, Sections
14-2-852 and 14-2-857 of the Georgia Law would require the company to indemnify
such person against expenses (including attorneys' fees) actually and reasonably
incurred in connection therewith. The Georgia Law expressly allows the company
to provide for greater indemnification rights to its officers and directors,
subject to shareholder approval.

     The indemnification provisions in our articles of incorporation and bylaws
require us to indemnify and hold harmless each of our directors, officers,
employees and agents to the extent that he or she is or was a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was a director, officer, employee or
agent of the company, against expenses (including, but not limited to,
attorneyss fees and disbursements, court costs and expert witness fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with the action, suit or proceeding.
Indemnification would be disallowed under any circumstances where
indemnification may not be authorized by action of the board of directors, the
shareholders or otherwise. Indemnified persons would also be entitled to have
the company advance expenses prior to the final disposition of the proceeding.
If it is ultimately determined that they are not entitled to indemnification,
however, such amounts must be repaid.

     We have the power, under our bylaws, to obtain insurance on behalf of any
director, officer, employee or agent of the company against any liability
asserted against or incurred by such person in any such capacity, whether or not
the company has the power to indemnify such person against such liability at
that time under the articles of incorporation, bylaws or the Georgia Law.

Item 7.  Exemption from Registration Claimed.

     No response is required to this item.

Item 8.  Exhibits.

     The following exhibits are filed with this Registration Statement:

Exhibit
Number      Description of Exhibit
------      ----------------------

 4.1        Articles of  Incorporation  of the Company  (incorporated  by
            reference to Exhibit 3.1 of the Company's Registration Statement
            on Form S-1; File No. 333-53536)
 4.2        Bylaws  of  the  Company   (incorporated  by  reference  to
            Exhibit  3.2  of  the  Company's Registration Statement on Form
            S-1; File No. 333-53536)
 4.3        Sweetwater Financial Group, Inc. 2002 Stock Incentive Plan
 4.4        Form of Warrant Agreement
 5.1      - Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1      - Consent of Mauldin & Jenkins, LLC

                                       4
23.2      - Consent of Nelson  Mullins Riley & Scarborough,  L.L.P.  (contained
            in their opinion filed as Exhibit 5.1)
24        - Power of Attorney (contained on the signature pages of this
            Registration Statement)

Item 9.  Undertakings.

     The Company hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (i)   To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events which,
               individually or together, represent a fundamental change in
               the information in the registration statement.  Notwithstanding
               the foregoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities  offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospectus filed with the Commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in
               volume and price represent no more than a 20 percent change in
               the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement;

         (iii) To include any additional or changed material information on the
               plan of distribution;

         provided, however, that the undertakings set forth in paragraph (i)
         and (ii) above do not apply if the information required to be included
         in a post-effective amendment by those paragraphs is contained in
         periodic reports filed with or furnished to the Commission pursuant
         to Section 13 or 15(d) of the Exchange Act of 1934 that are
         incorporated by reference in this registration statement;

     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be
         a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof;

     (3) To remove from registration by means of a post-effective amendment any
         of the securities being registered which remain unsold at the
         termination of the offering.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Sweetwater
Financial Group certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Powder Springs, State of Georgia, on this 21st
day of January, 2003.

                                  SWEETWATER FINANCIAL GROUP, INC.

                                  By:  /s/ Kenneth L. Barber
                                     -----------------------------------
                                     Kenneth L. Barber
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers and
directors of Sweetwater Financial Group, Inc. (the "Company"), a Georgia
corporation, for himself and not for one another, does hereby constitute and
appoint Ken L. Barber a true and lawful attorney in his name, place and stead,
in any and all capacities, to sign his name to any and all amendments, including
post-effective amendments, to this Registration Statement, and to cause the same
(together with all Exhibits thereto) to be filed with the Securities and
Exchange Commission, granting unto such attorney full power and authority to do
and perform any act and thing necessary and proper to be done in the premises,
as fully to all intents and purposes as the undersigned could do if personally
present, and each of the undersigned for himself hereby ratifies and confirms
all that the attorney shall lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Signatures                     Title                           Date
----------                     -----                           ----

 /s/ Kenneth L. Barber
-------------------------
Kenneth L. Barber              President, Chief Executive      January 21, 2003
                               Officer (principal executive
                               officer), and Director

 /s/ Philip Ekern
-------------------------
Philip Ekern                   Chief Financial Officer,        January 21, 2003
                               Secretary (principal
                               accounting and financial
                               officer)

 /s/ Fred Bentley, Jr.
-------------------------
Fred Bentley, Jr.              Director                        January 21, 2003

 /s/ Earl Day Ehrhart, IV
-------------------------
Earl Day Ehrhart, IV           Vice Chairman, Director         January 21, 2003

 /s/ Phillip T. Homan
-------------------------
Phillip T. Homan               Director                        January 21, 2003

 /s/ Cheryl Moultrie
-------------------------
Cheryl Moultrie                Director                        January 21, 2003

                                       6
/s/ John W. Rakestraw
-------------------------
John W. Rakestraw              Director                        January 21, 2003

 /s/ Andrew Schival
-------------------------
Andrew Schival                 Director                        January 21, 2003

 /s/ L. Charles Watts
-------------------------
L. Charles Watts               Director                        January 21, 2003

 /s/ Paul D. Wilkerson
-------------------------
Paul D. Wilkerson              Chairman, Director              January 21, 2003

 /s/ R. Lynn Wilson
-------------------------
R. Lynn Wilson                 Treasurer, Director             January 21, 2003

                                       7
Exhibit
Number                                       Exhibit
------                                       -------
 4.1        Articles of Incorporation of the Company (incorporated by
            reference to Exhibit 3.1 of the Company's Registration Statement
            on Form S-1; File No. 333-53536)
 4.2        Bylaws  of  the  Company (incorporated by reference to Exhibit 3.2
            of the Company's Registration Statement on Form S-1; File No.
            333-53536)
 4.3        Sweetwater Financial Group, Inc. 2002 Stock Incentive Plan
 4.4        Form of Warrant Agreement
 5.1      - Legal Opinion of Nelson Mullins Riley & Scarborough, L.L.P.
23.1      - Consent of Mauldin & Jenkins, LLC
23.2      - Consent of Nelson  Mullins Riley & Scarborough, L.L.P. (contained
            in their opinion filed as Exhibit 5.1)
24        - Power of Attorney (contained on the signature pages of this
            Registration Statement)