##### Table of Contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-QSB



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the Quarter Ended March 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the Transition Period from  to

Commission File No. 333-116852



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GEORGIA TRUST BANCSHARES,
INC.

(Exact name of small business issuer as specified in its charter)



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|                         |  |                                        
|------------------------ |  | ---------------------------------------
|Georgia                  |  | 34-1985678                             
|(State of Incorporation) |  | (I.R.S. Employer Identification Number)

2725 Mall of Georgia Boulevard

Buford, Georgia 30519

(Address of Principal Executive Offices)

(770) 614-7644

(Issuers Telephone Number, Including Area Code)



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Check whether the issuer (1) has 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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of May 15, 2006, there were 1,800,000 shares of the issuers common stock outstanding.

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



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##### Table of Contents

GEORGIA TRUST BANCSHARES, INC.

AND SUBSIDIARY



|               |  |                                                                                    |  |      
|-------------- |  | ---------------------------------------------------------------------------------- |  | -----
|               |  |                                                                                    |  | Page 
|               |  | Index                                                                              |  |      
|PART I.        |  | FINANCIAL INFORMATION                                                              |  | 1    
|               |  |                                                                                   
|Item 1.        |  | Financial Statements (Unaudited)                                                   |  | 1    
|               |  |                                                                                   
|               |  | Consolidated Balance Sheet - March 31, 2006                                        |  | 1    
|               |  |                                                                                   
|               |  | Consolidated Statements of Operations - Three Months Ended March 31, 2006 and 2005 |  | 2    
|               |  |                                                                                   
|               |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2006 and 2005 |  | 3    
|               |  |                                                                                   
|               |  | Notes to Consolidated Financial Statements                                         |  | 4-9  
|               |  |                                                                                   
|Item 2.        |  | Managements Discussion and Analysis                                               |  | 10-14
|               |  |                                                                                   
|Item 3.        |  | Controls and Procedures                                                            |  | 14   
|               |  |                                                                                   
|PART II.       |  | OTHER INFORMATION                                                                  |  | 15   
|               | 
|Signature Page |  | 16                                                                                
|               |  |                                                                                   
|Item 6.        |  | Exhibits                                                                           |  | 17   
|               | 
|Certifications |  |                                                                                   



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##### Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GEORGIA TRUST BANCSHARES, INC.

AND SUBSIDIARY

Consolidated Balance Sheet

March 31, 2006

(Unaudited)



|                                                                                                  |  |   |            |  
|------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|ASSETS                                                                                            |  |   |            |  
|Cash and due from banks                                                                           |  | $ | 555,504    |  
|Federal funds sold                                                                                |  |   | 9,661,000  |  
|                                                                                                  | 
|Loans                                                                                             |  |   | 28,409,815 |  
|Less allowance for loan losses                                                                    |  |   | 312,508    |  
|                                                                                                  |  |   |            |  
|Loans, net                                                                                        |  |   | 28,097,307 |  
|                                                                                                  | 
|Premises and equipment, net                                                                       |  |   | 5,241,853  |  
|Other assets                                                                                      |  |   | 219,902    |  
|                                                                                                  |  |   |            |  
|Total assets                                                                                      |  | $ | 43,775,566 |  
|                                                                                                  |  |   |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                              |  |   |            |  
|Deposits:                                                                                         |  |   |            |  
|Non-interest-bearing                                                                              |  | $ | 1,801,914  |  
|Interest-bearing                                                                                  |  |   | 25,338,388 |  
|                                                                                                  |  |   |            |  
|Total deposits                                                                                    |  |   | 27,140,302 |  
|                                                                                                  | 
|Other liabilities                                                                                 |  |   | 96,300     |  
|                                                                                                  |  |   |            |  
|Total liabilities                                                                                 |  |   | 27,236,602 |  
|                                                                                                  |  |   |            |  
|Stockholders equity:                                                                             |  |   |            |  
|Preferred stock, no par value, 10,000,000 shares authorized, no shares issued and outstanding     |  |   |           |  
|Common stock, $1 par value, 10,000,000 shares authorized, 1,800,000 shares issued and outstanding |  |   | 1,800,000  |  
|Additional paid-in capital                                                                        |  |   | 16,268,197 |  
|Accumulated deficit                                                                               |  |   | (1,529,233 | )
|                                                                                                  |  |   |            |  
|Total stockholders equity                                                                        |  |   | 16,538,964 |  
|                                                                                                  |  |   |            |  
|Total liabilities and stockholders equity                                                        |  | $ | 43,775,566 |  
|                                                                                                  |  |   |            |  

See Notes to Consolidated Financial Statements.



1



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##### Table of Contents

GEORGIA TRUST BANCSHARES, INC.

AND SUBSIDIARY

Consolidated Statements of Operations

Three Months Ended March 31, 2006
and 2005

(Unaudited)



|                                                    |  |      |          |   |      |   |         |  
|--------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | -
|                                                    |  | 2006 |          |   | 2005 |  
|Interest and dividend income:                       |  |      |          |   |      |   |         |  
|Loans, including fees                               |  | $    | 547,194  |   |      | $ |        |  
|Federal funds sold                                  |  |      | 174,059  |   |      |   |        |  
|Other                                               |  |      |         |   |      |   | 98,181  |  
|                                                    |  |      |          |   |      |   |         |  
|                                                    |  |      | 721,253  |   |      |   | 98,181  |  
|                                                    |  |      |          |   |      |   |         |  
|Interest expense:                                   |  |      |          |   |      |   |         |  
|Deposits                                            |  |      | 272,755  |   |      |   |        |  
|Other                                               |  |      |         |   |      |   | 2,341   |  
|                                                    |  |      |          |   |      |   |         |  
|                                                    |  |      | 272,755  |   |      |   | 2,341   |  
|                                                    |  |      |          |   |      |   |         |  
|Net interest income                                 |  |      | 448,498  |   |      |   | 95,840  |  
|                                                    |  |     
|Provision for loan losses                           |  |      | 67,587   |   |      |   |        |  
|                                                    |  |      |          |   |      |   |         |  
|Net interest income after provision for loan losses |  |      | 380,911  |   |      |   | 95,840  |  
|                                                    |  |      |          |   |      |   |         |  
|Noninterest income:                                 |  |      |          |   |      |   |         |  
|Service charges on deposit accounts                 |  |      | 1,075    |   |      |   |        |  
|Other service charges, commissions and fees         |  |      | 2,467    |   |      |   |        |  
|Other income                                        |  |      | 1,294    |   |      |   |        |  
|                                                    |  |      |          |   |      |   |         |  
|                                                    |  |      | 4,836    |   |      |   |        |  
|                                                    |  |      |          |   |      |   |         |  
|Noninterest expense:                                |  |      |          |   |      |   |         |  
|Salaries and employee benefits                      |  |      | 518,748  |   |      |   | 132,595 |  
|Occupancy and equipment                             |  |      | 50,433   |   |      |   | 21,062  |  
|Other operating                                     |  |      | 158,296  |   |      |   | 39,363  |  
|                                                    |  |      |          |   |      |   |         |  
|                                                    |  |      | 727,477  |   |      |   | 193,020 |  
|                                                    |  |      |          |   |      |   |         |  
|Net loss before income taxes                        |  |      | (341,730 | ) |      |   | (97,180 | )
|                                                    |  |     
|Income tax expense                                  |  |      |         |   |      |   |        |  
|                                                    |  |      |          |   |      |   |         |  
|Net loss                                            |  | $    | (341,730 | ) |      | $ | (97,180 | )
|                                                    |  |      |          |   |      |   |         |  
|Net loss per share of common stock                  |  |      |          |   |      |   |         |  
|Basic                                               |  | $    | (0.19    | ) |      | $ | (0.05   | )
|                                                    |  |      |          |   |      |   |         |  
|Diluted                                             |  | $    | (0.19    | ) |      | $ | (0.05   | )
|                                                    |  |      |          |   |      |   |         |  
|Cash dividends per share                            |  | $    |         |   |      | $ |        |  
|                                                    |  |      |          |   |      |   |         |  

See Notes to Consolidated Financial Statements.



2



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##### Table of Contents

GEORGIA TRUST BANCSHARES, INC.

AND SUBSIDIARY

Consolidated Statements of Cash Flows

Three Months Ended March 31, 2006
and 2005

(Unaudited)



|                                                                                |  |      |            |   |      |   |            |  
|------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                |  | 2006 |            |   | 2005 |  
|Cash flow from operating activities:                                            |  |      |            |   |      |   |            |  
|Net loss                                                                        |  | $    | (341,730   | ) |      | $ | (97,180    | )
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |      |            |   |      |   |            |  
|Depreciation                                                                    |  |      | 21,687     |   |      |   | 3,080      |  
|Provision for loan losses                                                       |  |      | 67,587     |   |      |   |           |  
|Stock option and warrant expense                                                |  |      | 142,258    |   |      |   |           |  
|Increase in accrued interest receivable                                         |  |      | (40,909    | ) |      |   |           |  
|Increase in other assets                                                        |  |      | (6,853     | ) |      |   |           |  
|Increase in accrued interest payable                                            |  |      | 2,286      |   |      |   |           |  
|Increase in other liabilities                                                   |  |      | 70,390     |   |      |   |            |  
|Net other operating activities                                                  |  |      |           |   |      |   | (12,088    | )
|                                                                                |  |      |            |   |      |   |            |  
|Net cash flow used by operating activities                                      |  |      | (85,284    | ) |      |   | (106,188   | )
|                                                                                |  |      |            |   |      |   |            |  
|Cash flow from investing activities:                                            |  |      |            |   |      |   |            |  
|Increase in loans                                                               |  |      | (6,144,287 | ) |      |   |           |  
|Purchases of premises and equipment, net of earnest money deposits              |  |      | (1,484,160 | ) |      |   | (1,360,832 | )
|Increase in earnest money deposits                                              |  |      |           |   |      |   | (25,000    | )
|                                                                                |  |      |            |   |      |   |            |  
|Net cash flow used by investing activities                                      |  |      | (7,628,447 | ) |      |   | (1,385,832 | )
|                                                                                |  |      |            |   |      |   |            |  
|Cash flow from financing activities:                                            |  |      |            |   |      |   |            |  
|Proceeds from issuance of stock, net                                            |  |      |           |   |      |   | 17,925,839 |  
|Decrease in deposits, net                                                       |  |      | (645,368   | ) |      |   |           |  
|Payments on line of credit                                                      |  |      |           |   |      |   | (600,000   | )
|Proceeds from line of credit                                                    |  |      |           |   |      |   | 106,000    |  
|                                                                                |  |      |            |   |      |   |            |  
|Net cash flow provided (used) by financing activities                           |  |      | (645,368   | ) |      |   | 17,431,839 |  
|                                                                                |  |      |            |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents                            |  |      | (8,359,099 | ) |      |   | 15,939,819 |  
|Cash and cash equivalents at beginning of period                                |  |      | 18,575,603 |   |      |   | 5,554      |  
|                                                                                |  |      |            |   |      |   |            |  
|Cash and cash equivalents at end of period                                      |  | $    | 10,216,504 |   |      | $ | 15,945,373 |  
|                                                                                |  |      |            |   |      |   |            |  
|Supplemental Disclosures of Cash Flow Information                               |  |      |            |   |      |   |            |  
|                                                                                |  |     
|Cash paid during the period for:                                                |  |      |            |   |      |   |            |  
|Interest                                                                        |  | $    | 270,469    |   |      | $ | 2,341      |  

See Notes to Consolidated Financial Statements.



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##### Table of Contents

GEORGIA TRUST BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Basis of Presentation:

The
financial information contained herein is unaudited. Accordingly, the information does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements, however, such information
reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of results for the interim periods.

Operating results for the three-month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006. These statements should be read in
conjunction with the financial statements and footnotes thereto included in the annual report for the year ended December 31, 2005.

Organization
and Nature of Business

Georgia Trust Bancshares, Inc. (the Company) was incorporated to organize and serve as the holding company for
Georgia Trust Bank (the Bank), a state bank organized in Gwinnett County, Georgia. On May 12, 2004, an application was filed for approval of the organization of the Bank with the Georgia Department of Banking and Finance (the
DBF) and with the Federal Deposit Insurance Corporation (the FDIC) for insurance of the Banks deposits. Subsequent to obtaining approval of the FDIC application, the Company filed an application with the Board of
Governors of the Federal Reserve System and the DBF to become a bank holding company. This application was approved on December 30, 2004, which subsequently allowed the Company to acquire all of the capital stock of the Bank in 2005.

The Company was a development stage company in prior periods as defined by Statement of Financial Accounting Standards No. 7, Accounting and
Reporting by Development Stage Enterprises, as it devoted substantially all its efforts to establishing a new business. The Company commenced operations on May 16, 2005 and became an operating company during the period ended June 30,
2005.

Significant Accounting Policies

Basis of
Accounting. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America. In preparing the financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets, liabilities, shareholders equity and net loss. Actual results may differ significantly from those estimates. The Company uses the accrual basis of accounting by recognizing revenues when they are
earned and expenses in the period incurred, without regard to the time of receipt or payment of cash.

Organization and Stock Offering Costs.Organization costs have been expensed as incurred in accordance with U.S. generally accepted accounting principles. Stock offering costs were charged to capital surplus upon completion of the Companys stock offering.

Cash and Cash Equivalents. Cash refers to cash that is held at an unrelated financial institution. Cash equivalents refer to financial instruments that are almost
as liquid as cash, such as federal funds sold. At March 31, 2006, cash and cash equivalents amounted to $10,216,504.

Property and Equipment.
Furniture and equipment are stated at cost, net of accumulated depreciation. Land is carried at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets. Maintenance and repairs are charged
to operations, while major improvements are capitalized. Upon retirement, sale or other disposition of property and equipment, the cost and accumulated depreciation are eliminated from the accounts and gain or loss is included in operations. The
Company had no capitalized lease obligations at March 31, 2006.



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Income Taxes. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. In the event the future tax consequences of the difference between the financial reporting bases and the tax bases of the assets and
liabilities result in deferred tax assets, an evaluation of the probability of being able to realize the future benefits indicated by such asset is required. A valuation allowance is provided for the portion of the deferred tax asset when it is more
likely than not that some portion or all of the deferred tax asset will not be realized.

Stock Compensation Plans. At March 31, 2006, the
Company had two stock-based employee compensation plans. The Company accounts for these plans in accordance with FASB statement No. 123 (revised 2004), Share-Based Payments, SFAS 123(R). SFAS 123(R) applied to all companies as of
the beginning of the first interim period which began after December 15, 2005. Accordingly, the stock-based employee compensation cost reflected in the net loss for the period ended March 31, 2006 is $142,258. The Company has elected the
modified prospective transition method as allowed by SFAS 123(R). The Company uses the Binomial option pricing model to calculate its stock based compensation costs for options and warrants granted prior to December 31, 2005. The Black-Scholes
option pricing model has been used for options granted during the first quarter of 2006. The use of the Black-Scholes method is due to the Companys belief the Black-Scholes option pricing model will produce accurate valuations given the basic
nature of the options granted. The fair values of the option grants have been calculated based upon the following range of assumptions:



|                    |  |               
|------------------- |  | --------------
|Dividend Yield      |  | 0.00%         
|Expected Term       |  | 7.5-9.35 years
|Expected Volatility |  | 22.79% -28.47%
|Risk Free Weight    |  | 4.24% -4.26%  

The Company uses the stock prices of a peer bank to compute the expected volatility of its stock. The risk free
rate assumption is based upon the yield of a treasury security whose maturity period equals the option period. The dividend yield assumption is based upon that of the Company.

At March 31, 2006, there was $1,375,000 of unrecognized compensation cost related to stock-based payments, which is expected to be recognized over a weighted-average period of 1.8 years.



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Stock Compensation Plans.The
following tables summarize stock option activity for the periods ended March 31, 2006 and December 31, 2005.



|                                                                 |  |                |   |                   |                                |       |        |        |                                |   |      
|---------------------------------------------------------------- |  | -------------- | - | ----------------- | ------------------------------ | ----- | ------ | ------ | ------------------------------ | - | -----
|                                                                 |  | March 31, 2006 |   | December 31, 2005
|                                                                 |  | Number         |   |                   | Weighted-AverageExercise Price |       | Number |        | Weighted-AverageExercise Price
|Balance, beginning of period                                     |  | 58,500         |   |                   | $                              | 10.00 |        |       |                                | $ |     
|Granted                                                          |  | 22,500         |   |                   |                                | 10.00 |        | 58,500 |                                |   | 10.00
|Exercised                                                        |  |               |   |                   |                                |       |        |        |                                |   |      
|Forfeited/Expired                                                |  | (5,000         | ) |                   |                                | 10.00 |        |        |                                |   |      
|                                                                 |  |                |   |                   |                                |       |        |        |                                |   |      
|Balance, end of period                                           |  | 76,000         |   |                   | $                              | 10.00 |        | 58,500 |                                | $ | 10.00
|                                                                 |  |                |   |                   |                                |       |        |        |                                |   |      
|                                                                 |  |                |   |                  
|Exercisable, end of period                                       |  |               |   |                   | $                              |      |        |       |                                | $ |     
|                                                                 |  |                |   |                   |                                |       |        |        |                                |   |      
|Weighted-average fair value of options granted during the period |  |                |   |                   | $                              | 3.80  |        |        |                                | $ | 4.27 

Information pertaining to options outstanding at March 31, 2006 is as
follows:



|                        |  |                     |  |                                           |  |                                |       |                   |   |                                |   |     
|----------------------- |  | ------------------- |  | ----------------------------------------- |  | ------------------------------ | ----- | ----------------- | - | ------------------------------ | - | ----
|                        |  | Options Outstanding |  | Options Exercisable                      
|Range ofexercise prices |  | NumberOutstanding   |  | Weighted-averageremainingcontractual life |  | Weighted-averageexercise price |       | Numberexercisable |   | Weighted-averageexercise price
|$10.00                  |  | 76,000              |  | 9.33 years                                |  | $                              | 10.00 |                   |  |                                | $ | 0.00
|                        |  |                     |  |                                           |  |                                |       |                   |   |                                |   |     
|                        |  | 76,000              |  |                                           |  |                                |       |                   |  |                                |   |     
|                        |  |                     |  |                                           |  |                                |       |                   |   |                                |   |     



6



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Stock Compensation Plans. Information pertaining to options outstanding at December 31, 2005 is as follows:



|                        |  |                     |  |                                           |  |                                  |       |                   |   |                                |   |     
|----------------------- |  | ------------------- |  | ----------------------------------------- |  | -------------------------------- | ----- | ----------------- | - | ------------------------------ | - | ----
|                        |  | Options Outstanding |  | Options Exercisable                      
|Range ofexercise prices |  | NumberOutstanding   |  | Weighted-averageremainingcontractual life |  | Weighted- average exercise price |       | Numberexercisable |   | Weighted-averageexercies price
|$10.00                  |  | 58,500              |  | 9.38 years                                |  | $                                | 10.00 |                   |  |                                | $ | 0.00
|                        |  |                     |  |                                           |  |                                  |       |                   |   |                                |   |     
|                        |  | 58,500              |  |                                           |  |                                  |       |                   |  |                                |   |     
|                        |  |                     |  |                                           |  |                                  |       |                   |   |                                |   |     

The Company has also issued stock warrants to the Companys organizers in an effort to compensate them for
their efforts and financial risks undertaken. These warrants will vest over a three year period beginning with the date the Company began operations and are exercisable in whole or in part during the ten year period beginning with the date the
Company began operations. These plans are more fully described in the Companys annual report on form 10-KSB dated December 31, 2005. These plans are also accounted for under SFAS 123(R).

Other information related to the warrants is as follows:



|                                          |  |                |  |                                |       |        |         |                                |   |      
|----------------------------------------- |  | -------------- |  | ------------------------------ | ----- | ------ | ------- | ------------------------------ | - | -----
|                                          |  | March 31, 2006 |  | December 31, 2005             
|                                          |  | Number         |  | Weighted-averageexercise price |       | Number |         | Weighted-averageexercise price
|Warrants outstanding, beginning of period |  | 368,000        |  | $                              | 10.00 |        |        |                                | $ |     
|Granted                                   |  |               |  |                                |       |        | 368,000 |                                |   | 10.00
|Exercised                                 |  |               |  |                                |       |        |        |                                |   |      
|Forfeited                                 |  |               |  |                                |       |        |        |                                |   |      
|                                          |  |                |  |                                |       |        |         |                                |   |      
|Warrants outstanding, end of period       |  | 368,000        |  | $                              | 10.00 |        | 368,000 |                                | $ | 10.00
|                                          |  |                |  |                                |       |        |         |                                |   |      
|                                          |  |                |  |                               
|Exercisable, end of period                |  |               |  | $                              |      |        |        |                                | $ |     
|                                          |  |                |  |                                |       |        |         |                                |   |      

Shares available for future stock option grants to employees under existing plans was 194,000 at March 31,
2006. At March 31, 2006, the aggregate intrinsic value of options and warrants outstanding was $0, and the aggregate intrinsic value of options and warrants exercisable was $0. Total intrinsic value of options and warrants exercised was $0 for
the three months ended March 31, 2006.



7



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Significant Accounting Policies

Losses Per Share.SFAS
No. 128, Earnings Per Share, establishes standards for computing and presenting basic and diluted earnings per share. In this regard, the Company is required to report earnings per common share with and without the dilutive effects of
potential common stock issuances from instruments such as options, convertible securities and warrants on the face of the statements of operations. Earnings per common share are based on the weighted average number of common shares outstanding
during the period while the effects of potential common shares outstanding during the period are included in diluted earnings per share. Additionally, the Company must reconcile the amounts used in the computation of both basic earnings per
share and diluted earnings per share. Presented below is a summary of the components used to calculate basic and diluted earnings per common share. For the three months ended March 31, 2005, losses per share are computed
dividing net loss by the number of shares issued in the Companys stock offering, or 1,800,000 shares.



|                                                                                                                                             |  |                             |           |   |      |   |           |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | - | ---- | - | --------- | -
|                                                                                                                                             |  | Three Months EndedMarch 31, |          
|                                                                                                                                             |  | 2006                        |           |   | 2005 |  
|Basic losses per share:                                                                                                                      |  |                             |           |   |      |   |           |  
|Weighted average common shares outstanding                                                                                                   |  |                             | 1,800,000 |   |      |   | 1,800,000 |  
|                                                                                                                                             |  |                             |           |   |      |   |           |  
|Net loss                                                                                                                                     |  | $                           | (341,730  | ) |      | $ | (97,180   | )
|                                                                                                                                             |  |                             |           |   |      |   |           |  
|Basic losses per share                                                                                                                       |  | $                           | (0.19     | ) |      | $ | (0.05     | )
|                                                                                                                                             |  |                             |           |   |      |   |           |  
|Diluted losses per share:                                                                                                                    |  |                             |           |   |      |   |           |  
|Weighted average common shares outstanding                                                                                                   |  |                             | 1,800,000 |   |      |   | 1,800,000 |  
|Net effect of the assumed exercise of stock options and warrants based on the treasury stock method using average market prices for the
year |  |                             |          |   |      |   |          |  
|                                                                                                                                             |  |                             |           |   |      |   |           |  
|Total weighted average common shares and common stock equivalents outstanding                                                                |  |                             | 1,800,000 |   |      |   | 1,800,000 |  
|                                                                                                                                             |  |                             |           |   |      |   |           |  
|Net loss                                                                                                                                     |  | $                           | (341,730  | ) |      | $ | (97,180   | )
|                                                                                                                                             |  |                             |           |   |      |   |           |  
|Diluted losses per share                                                                                                                     |  | $                           | (0.19     | ) |      | $ | (0.05     | )
|                                                                                                                                             |  |                             |           |   |      |   |           |  

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting (SFAS) No. 123R (revised 2004), Share-Based Payment, which revises SFAS No. 123,
Accounting for Stock-Based Compensation, and supersedes Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees. This statement focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. This statement does not address the accounting for employee share ownership plans, which are subject to AICPA Statement of Position 93-6, Employers Accounting for Stock
Ownership Plans. This statement requires an entity to recognize the cost of employee services received in share-based payment transactions and measure the cost on a grant-date fair value of the award. That cost will be recognized over the period
during which an employee is required to provide service in exchange for the award. The provisions of SFAS 123R (revised 2004) are effective for financial statements issued for the first interim period beginning after December 31, 2005.
Accordingly, during the quarter ended March 31, 2006, the Company recognized $142,258 in expense associated with vesting stock options and warrants.



8



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##### Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In May 2005, the FASB issued
Statement No. 154, (SFAS No. 154) Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3. This new standard replaces APB Opinion No. 20, Accounting Changes, and
FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. Among other changes, SFAS No. 154 requires that a voluntary change in an accounting principle be applied retrospectively with all prior period
financial statements presented on the new accounting principle, unless it is impracticable to do so. SFAS No. 154 also provides that (1) a change in method of depreciating or amortizing a long-lived nonfinancial asset be accounted for as a
change in estimate (prospectively) that was effected by a change in an accounting principle, and (2) correction of errors in previously issued financial statements should be termed a restatement. The new standard is effective for
accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a material effect on the Companys consolidated financial statements.

In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No. 133 and 140.
SFAS No. 155 simplifies accounting for certain hybrid instruments currently governed by SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, by allowing fair value remeasurement of hybrid instruments that
contain an embedded derivative that otherwise would require bifurcation. SFAS No. 155 also eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized
Financial Assets, which provides such beneficial interests are not subject to SFAS No. 133. SFAS No. 155 amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities - a
Replacement of FASB Statement No. 125, by eliminating the restriction on passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired or issued after
the beginning of an entitys first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of this statement to have a material impact on our financial condition, results of operations or cash flows.

In March 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 156, Accounting for Servicing of Financial Assets - an amendment of
FASB Statement No. 140. SFAS No. 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in specific
situations. Additionally, the servicing asset or servicing liability shall be initially measured at fair value; however, an entity may elect the amortization method or fair value method for subsequent balance sheet reporting
periods. SFAS No. 156 is effective as of an entitys first fiscal year beginning after September 15, 2006. Early adoption is permitted as of the beginning of an entitys fiscal year, provided the entity has not yet issued
financial statements, including interim financial statements, for any period of that fiscal year. The Company does not expect the adoption of this statement to have a material impact on our financial condition, results of operations or cash flows.

NOTE 2. COMMON STOCK OFFERING

The Company offered a
minimum of 1,060,000 and a maximum of 1,800,000 shares in its initial offering of common stock at an offering price of $10 per share. The Company capitalized the Bank on March 1, 2005 with $12,500,000 in order to meet expected regulatory
conditions for approval of the Banks charter. The offering closed on March 11, 2005.



9



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##### Table of Contents

Item 2. Managements Discussion and Analysis or Plan of Operation

The following is managements discussion and
analysis of certain significant factors which have affected the financial position and operating results of Georgia Trust Bancshares, Inc., a Georgia corporation, and its wholly owned bank subsidiary, Georgia Trust Bank (the Bank),
during the period included in the accompanying consolidated financial statements.

Cautionary Notice Regarding Forward Looking Statements

This Report contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
the Securities Exchange Act of 1934. These statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those projected in any forward-looking statements, as they
will depend on many factors about which we are unsure, including many factors which are beyond our control. The words may, would, could, will, expect, anticipate,
believe, intend, plan, and estimate, as well as similar expressions, are meant to identify such forward-looking statements. Potential risks and uncertainties include, but are not limited to:



| |  |  | significant increases in competitive pressure in the banking and financial services industries;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | changes in the interest rate environment which could reduce anticipated or actual margins;
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | changes in political conditions or the legislative or regulatory environment;
| | - |  | -----------------------------------------------------------------------------



| |  |  | general economic conditions, either nationally or regionally and especially in our primary service area, becoming less favorable than expected resulting in, among other things, a
deterioration in credit quality;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes occurring in business conditions and inflation;
| | - |  | -------------------------------------------------------



| |  |  | changes in technology;
| | - |  | ----------------------



| |  |  | changes in monetary and tax policies;
| | - |  | -------------------------------------



| |  |  | the level of allowance for loan loss;
| | - |  | -------------------------------------



| |  |  | the rate of delinquencies and amounts of charge-offs;
| | - |  | -----------------------------------------------------



| |  |  | the rates of loan growth;
| | - |  | -------------------------



| |  |  | adverse changes in asset quality and resulting credit risk-related losses and expenses;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | changes in the securities markets; and
| | - |  | --------------------------------------



| |  |  | other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission.
| | - |  | --------------------------------------------------------------------------------------------------------------------

Many of these factors are beyond our ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. We disclaim
any obligation to update or revise publicly or otherwise and forward-looking statements to reflect subsequent events, new information or future circumstances, except as required by law.

General

Georgia Trust Bancshares was incorporated on May 20, 2004 to serve as a holding company for Georgia
Trust Bank. On October 7, 2004, we began an initial public offering of a minimum of 1,060,000 shares and a maximum of 1,500,000 shares of the common stock of Georgia Trust Bancshares. We subsequently amended the terms of the offering to provide
for a maximum offering of 1,800,000 shares of our common stock. On March 11, 2005, we completed our offering raising $18,000,000 by issuing 1,800,000 shares of our common stock in the offering. We used $12.5 million of the net proceeds
from the offering to provide initial capital for the Bank. The Bank commenced operations at its main office location on May 16, 2005. We commenced operations at our branch office located in Cobb County, Georgia on September 26, 2005.

Financial Condition

At March 31, 2006, Georgia
Trust Bancshares, Inc.s total assets were $43,775,566. Deposits at March 31, 2006 totaled $27,140,302. At March 31, 2006, net loans totaled $28,097,307, and federal funds sold totaled $9,661,000. Our ratio of net loans to deposits
was 103.53% at March 31, 2006. A loan to deposit ratio in excess of 100% is not uncommon for a de novo bank as we have invested a portion of our initial capital base in loans.



10



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##### Table of Contents

The majority of our loans are secured by real estate. Balances within the major loan categories as of March 31, 2006
were as follows (dollars in thousands):



|                           |  |        |        |   |            |        |  
|-------------------------- |  | ------ | ------ | - | ---------- | ------ | -
|                           |  | Amount |        |   | % of Total |       
|Commercial                 |  | $      | 2,605  |   |            | 9.14   | %
|Real estate - mortgage     |  |        | 16,959 |   |            | 59.49  | %
|Real estate - construction |  |        | 8,316  |   |            | 29.17  | %
|Consumer and other         |  |        | 627    |   |            | 2.20   | %
|                           |  |        |        |   |            |        |  
|Gross loans                |  |        | 28,507 |   |            | 100.00 | %
|                           |  |       
|Less deferred loan fees    |  |        | (97    | ) |            |        |  
|Allowance for loan losses  |  |        | (313   | ) |            |        |  
|                           |  |        |        |   |            |        |  
|Net loans                  |  | $      | 28,097 |   |            |        |  
|                           |  |        |        |   |            |        |  

We expect to continue to fund loan growth from our deposit growth. We will also hold funds in federal funds sold
and may purchase investment securities as conditions warrant and as we identify opportunities appropriate to our overall asset and liability strategies and goals. We expect continued growth in assets and liabilities during the remainder of 2006.

Our total equity decreased by $199,472 from December 31, 2005 to March 31, 2006, consisting of year-to-date net losses of $341,730, offset
by additions to the surplus relating to stock compensation of $142,258.

Results of Operations

The results of operations are determined by our ability to effectively manage net interest income, control non-interest expenses, generate non-interest income and
minimize loan losses. In order for us to become profitable, we must increase the amount of earning assets so that net interest income along with non-interest income will be sufficient to cover normal operating expenses incurred in a banking
operation and the Banks provision for loan losses.

As stated above, our banking operations commenced on May 16, 2005, therefore our operating
results from banking activities is limited to the three months ended March 31, 2006 and no comparisons to the period ended March 31, 2005 are provided. Prior to May 16, 2005, we were in organization. During the organizational stage,
we were focused on preparing the Bank to commence operations, raising our initial capital, hiring our personnel, preparation of our temporary banking facilities and other activities necessary to commence banking operations. We commenced our
organizational activities on February 25, 2004, therefore, our results from operations for the period from February 25, 2004 to March 31, 2005 were primarily limited to salaries of our organizational employees and professional fees
related to our organization and obtaining the Banks charter. Total pre-opening losses incurred through March 31, 2005 totaled $522,454.

Net
Interest Income.Our net interest income was $448,498 for the three months ended March 31, 2006, which resulted in net interest margin of 4.44% for the same time period. The net interest margin is computed by dividing net interest income,
on an annualized basis, by average earning assets. Average earning assets were $40,438,807 for the quarter ended March 31, 2006. The average earning assets were funded by non-interest bearing funds consisting of funds from our initial stock
offering, non-interest bearing demand deposits, and interest bearing demand deposits and certificates of deposit.

Provision for Loan Losses.The
provision for loan losses for the three month period ended March 31, 2006 was $67,587. The amounts provided are due to loan growth and our assessment of the inherent risk in the loan portfolio. Management believes the $312,508 in the allowance
for loan losses at March 31, 2006, or 1.10% of total net outstanding loans, is adequate to absorb known risks in the portfolio. No assurance can be given, however, that increased loan volume, and adverse economic conditions or other
circumstances will not result in increased losses in our loan portfolio.

Information with respect to nonaccrual, past due, restructured, and potential
problem loans at March 31, 2006 is as follows:



|                                                                                                         |  |   |  
|-------------------------------------------------------------------------------------------------------- |  | - | -
|Nonaccrual loans                                                                                         |  | $ | 
|Loans contractually past due ninety days or more as to interest or principal payments and still accruing |  |   | 
|Restructured loans                                                                                       |  |   | 
|Potential problem loans                                                                                  |  |   | 
|Interest income that would have been recorded on nonaccrual and restructured loans under original terms  |  |   | 
|Interest income that was recorded on nonaccrual and restructured loans                                   |  |   | 



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##### Table of Contents

Potential problem loans are defined as loans about which we have serious doubts as to the ability of the borrower to
comply with the present loan repayment terms and which may cause the loan to be placed on nonaccrual status, to become past due more than ninety days, or to be restructured.

It is our policy to discontinue the accrual of interest income when, in the opinion of management, collection of such interest becomes doubtful. This status is accorded interest when (1) there is a significant
deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected and (2) the principal or interest is more than ninety days past due, unless the loan is both well-secured and in the process
of collection.

Loans which may be classified for regulatory purposes as loss, doubtful, substandard, or special mention that have not been included in the
table above do not represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources. Management is not aware of any information that causes it to
have serious doubts as to the ability of borrowers to comply with the loan repayment terms.

Information regarding certain loans and allowance for loan
loss data through March 31, 2006 is as follows:



|                                                                          |  |   |            |  
|------------------------------------------------------------------------- |  | - | ---------- | -
|Average amount of loans outstanding                                       |  | $ | 24,738,130 |  
|                                                                          |  |   |            |  
|Balance of allowance for loan losses at beginning of period               |  | $ | 244,921    |  
|                                                                          |  |   |            |  
|Loans charged off                                                         |  |   |            |  
|Commercial                                                                |  |   |           |  
|Real estate                                                               |  |   |           |  
|Consumer                                                                  |  |   |           |  
|                                                                          |  |   |            |  
|                                                                          |  |   |           |  
|                                                                          |  |   |            |  
|Loans recovered                                                           |  |   |            |  
|Commercial                                                                |  |   |           |  
|Real estate                                                               |  |   |           |  
|Consumer                                                                  |  |   |           |  
|                                                                          |  |   |            |  
|                                                                          |  |   |           |  
|                                                                          |  |   |            |  
|Net charge-offs/recoveries                                                |  |   |           |  
|                                                                          |  |   |            |  
|Additions to allowance charged to operating expense during period         |  |   | 67,587     |  
|                                                                          |  |   |            |  
|Balance of allowance for loan losses at end of period                     |  | $ | 312,508    |  
|                                                                          |  |   |            |  
|Ratio of net loans charged off during period to average loans outstanding |  |   |           | %
|                                                                          |  |   |            |  

Allowance for Loan Losses. The allowance for loan losses is maintained at a level that is deemed
appropriate by management to adequately cover all known and inherent risks in the loan portfolio. Managements evaluation of the loan portfolio includes a loan classification program. Under the program, as each loan is made, we assign a loan
grade. Each loan grade is assigned an allowance percentage determined based on our experience specifically and the historical experience of the banking industry generally. Loan classifications are then subject to periodic review by the responsible
lending officers and by senior management based upon their judgment, current economic conditions that may affect the borrowers ability to repay, lender requirements, the underlying collateral value of the loans and other appropriate
information. Management relies predominantly on this ongoing review of the loan portfolio to assess the risk characteristics of the portfolio in the aggregate and to determine adjustments, if any, to our allowance for loan losses. Based upon this
ongoing review, we may identify loans that could be impaired. A loan is considered impaired when it is probable that we will be unable to collect all principal and interest due in accordance with the contractual terms of the loan agreement. When we
identify a loan as impaired, the allowance for loan losses is increased if we determine that the amount of impairment is in excess of the allowance determined under our loan classification program. We plan to maintain an allowance for loan losses of
no less than 1.10% of outstanding loans until more historical data is available.

Other Noninterest Income. Other noninterest income was $4,836 for
the three month period ended March 31, 2006 and consisted of service charges on deposit accounts of $1,075, other service charges, commissions and fees of $2,467, and other income of $1,294.



12



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##### Table of Contents

Other Noninterest Expenses. Other noninterest expenses for the three months ended March 31, 2006 totaled
$727,477, due to salaries and employee benefits of $518,748, occupancy and equipment expenses of $50,433, and other operating expenses of $158,296. Salaries and employee benefits are due to related costs of 21 full time employees as of
March 31, 2006 and to other annual salary costs and employee benefits. The equipment and occupancy expenses are due the depreciation of our banking facilities and other occupancy expenses. Other operating expenses consist primarily of supplies,
postage, professional services, and data processing fees.

Income Tax Expense.We have not recorded income tax expense for the three months ended
March 31, 2006 due to cumulative operating losses recorded to date.

Off-Balance Sheet Risk

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers. These financial
instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amount recognized in the balance sheets.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit
is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. As of March 31, 2006 we had commitments to extended
credit in the amount of $5,135,000. As of March 31, 2006 we had commitments to extend credit under standby letters of credit of $107,000.

Liquidity and Capital Resources

Liquidity management involves monitoring our sources and uses of funds in order to meet our day-to-day cash
flow requirements while maximizing profits. Liquidity represents the ability of a company to convert assets into cash or cash equivalents without significant loss and to raise additional funds by increasing liabilities. Liquidity management is made
more complicated because different balance sheet components are subject to varying degrees of management control. For example, the timing of maturities of the investment portfolio is fairly predictable and subject to a high degree of control at the
time investment decisions are made. However, net deposit inflows and outflows are far less predictable and are not subject to nearly the same degree of control. We must maintain adequate liquidity to respond to short-term deposit withdrawals,
maturities of short-term borrowings, loan demand and payment of operating expenses.

We meet our liquidity needs through scheduled maturities of loans and
investments and through pricing policies to attract interest-bearing deposits. Liquidity is measured by the net liquid assets to net deposits and short term liabilities ratio, which was 37.49% as of March 31, 2006. As loans increase, this ratio
will go down.

We also have lines of credit available with correspondent banks to purchase federal funds for periods from one to seven days. At
March 31, 2006, unused lines of credit totaled approximately $5,200,000.

The minimum capital requirements to be considered well capitalized under
prompt corrective action provisions and the actual capital ratios for the Bank as of March 31, 2006 are as follows:



|                           |  |       |   |  |                       |  
|-------------------------- |  | ----- | - |  | --------------------- | -
|                           |  | Bank  |   |  | RegulatoryRequirement |  
|Leverage capital ratio     |  | 28.60 | % |  | 5.00                  | %
|Risk-based capital ratios: |  |       |   |  |                       |  
|Core capital               |  | 35.62 | % |  | 6.00                  | %
|Total capital              |  | 36.56 | % |  | 10.00                 | %

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

During the quarter ended March 31, 2006, we completed construction of our permanent Gwinnett County facility, and occupied it during
April 2006. Additional costs will be incurred related to this facility, and the estimated total cost of constructing our permanent main office facility is $2,400,000. We began construction of our Cobb County facility in the third quarter of 2005,
and anticipate completion during the second quarter of 2006. Our permanent office facility in Cobb County will consist of approximately 11,500 square feet. The estimated costs of constructing our permanent Cobb office are $1,900,000. We are
operating our banking facility from a modular unit located at the same address of our permanent facility until our permanent office in Cobb County is completed.



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##### Table of Contents

Other than 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.

Regulatory
Matters

From time to time, various bills are introduced in the United States Congress with respect to the regulation of financial institutions. Certain
of these proposals, if adopted, could significantly change the regulation of banks and the financial services industry. We cannot predict whether any of these proposals will be adopted or, if adopted, how these proposals would affect us.

We are not aware of any current recommendation by our regulatory authorities which, if implemented, would have a material effect on our liquidity, capital resources,
or results of operations.

Critical Accounting Policies

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

We believe the allowance for loan losses is a critical
accounting policy that requires the most significant judgments and estimates used in preparation of our consolidated financial statements. Refer to the portion of this discussion under the heading Allowance for Loan Losses that addresses
our allowance for loan losses for a description of our processes and methodology for determining our allowance for loan losses.

Item 3. Controls and Procedures

As of March 31, 2006, we carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our current disclosure controls and procedures are effective as of March 31, 2006. There have been no significant changes in our internal controls over financial reporting during
the first fiscal quarter ended March 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions, regardless of how remote.



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##### Table of Contents

PART II

OTHER INFORMATION

Item 6. Exhibits



|               |  |                                                        
|-------------- |  | -------------------------------------------------------
|Exhibit Number |  | Description                                            
|               | 
|31.1           |  | Rule 13a-14(a) Certification of Chief Executive Officer
|               | 
|31.2           |  | Rule 13a-14(a) Certification of Chief Financial Officer
|               | 
|32.1           |  | Section 1350 Certifications                            



15



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##### Table of Contents

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, in the City of Buford, State of Georgia, on May 15, 2006.



GEORGIA TRUST BANCSHARES, INC./s/ J. Michael AllenJ. Michael AllenPresident and Chief Executive Officer(Principal Executive Officer)/s/ J. Dave DeVennyJ. Dave DeVennySenior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)




16



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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                        
|-------------- |  | -------------------------------------------------------
|Exhibit Number |  | Description                                            
|31.1           |  | Rule 13a-14(a) Certification of Chief Executive Officer
|               | 
|31.2           |  | Rule 13a-14(a) Certification of Chief Financial Officer
|               | 
|32.1           |  | Section 1350 Certifications                            



17