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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-QSB
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Quarter Ended June 30, 2005
 OR
 o
    
    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
 GEORGIA TRUST BANCSHARES, INC.
  Georgia
    
    34-1985678(State of Incorporation)
    
    (I.R.S. Employer Identification Number)
 
 
 
 
 
 þ o
  o þ




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TABLE OF CONTENTS  PART IItem 1. Financial StatementsItem 2. Managements Discussion and Analysis or Plan of OperationItem 3. Controls and ProceduresPART IIItem 6. ExhibitsSIGNATURESEXHIBIT INDEXEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEO AND CFO    Table of Contents  
 PART I
 FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 GEORGIA TRUST BANCSHARES, INC. AND SUBSIDIARY
 CONSOLIDATED BALANCE SHEET
JUNE 30, 2005
(Unaudited)
 AssetsCash and due from banks
    
    $
    393,750Federal funds sold
    
    
    14,320,000Loans
    
    
    7,726,992Less allowance for loan losses
    
    
    84,997Loans, net
    
    
    7,641,995Premises and equipment
    
    
    1,585,674Other assets
    
    
    152,768Total assets
    
    $
    24,094,187Liabilities and Stockholders EquityDepositsNoninterest-bearing
    
    $
    502,767Interest-bearing
    
    
    6,464,080Total deposits
    
    
    6,966,847Other liabilities
    
    
    15,636Total liabilities
    
    
    6,982,483Commitments and contingenciesStockholders equityPreferred stock, no par value; 10,000,000 shares authorized;
no shares issued and outstanding
    
    
    Common stock, par value $1; 10,000,000 shares authorized;
1,800,000 shares issued and outstanding
    
    
    1,800,000Surplus
    
    
    16,125,939Accumulated deficit
    
    
    (814,235
    )Total stockholders equity
    
    
    17,111,704Total liabilities and stockholders equity
    
    $
    24,094,187
 See Notes to Consolidated Financial Statements.




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GEORGIA TRUST BANCSHARES, INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2005 AND 2004,
SIX MONTHS ENDED JUNE 30, 2005 AND
PERIOD FROM FEBRUARY 25, 2004, DATE OF INCEPTION,
TO JUNE 30,2004
(Unaudited)
 InceptionSix Months
    
    (February 25,Three Months Ended
    
    Ended
    
    2004) toJune 30,
    
    June 30,
    
    June 30,2005
    
    2004
    
    2005
    
    2004Interest incomeLoans
    
    $
    79,192
    
    
    $
    
    
    
    $
    79,192
    
    
    $
    Deposits in banks
    
    
    63
    
    
    
    
    
    
    
    33,306
    
    
    
    Federal funds sold
    
    
    102,148
    
    
    
    
    
    
    
    167,086
    
    
    
    Total interest income
    
    
    181,403
    
    
    
    
    
    
    
    279,584
    
    
    
    Interest expenseDeposits
    
    
    19,241
    
    
    
    
    
    
    
    19,241
    
    
    
    Other borrowings
    
    
    
    
    
    
    547
    
    
    
    2,341
    
    
    
    547Total interest expense
    
    
    19,241
    
    
    
    547
    
    
    
    21,582
    
    
    
    547Net interest income (expense)
    
    
    162,162
    
    
    
    (547
    )
    
    
    258,002
    
    
    
    (547
    )Provision for loan losses
    
    
    84,997
    
    
    
    
    
    
    
    84,997
    
    
    
    Net interest income (expense) after
provision for loan losses
    
    
    77,165
    
    
    
    (547
    )
    
    
    173,005
    
    
    
    (547
    )Other incomeService charges on deposit accounts
    
    
    48
    
    
    
    
    
    
    
    48
    
    
    
    Other operating income
    
    
    175
    
    
    
    
    
    
    
    175
    
    
    
    Total other income
    
    
    223
    
    
    
    
    
    
    
    223
    
    
    
    Other expensesSalaries and employee benefits
    
    
    232,111
    
    
    
    74,238
    
    
    
    364,706
    
    
    
    74,238Occupancy and equipment expenses
    
    
    23,054
    
    
    
    10,336
    
    
    
    44,116
    
    
    
    12,330Other operating expenses
    
    
    114,003
    
    
    
    53,450
    
    
    
    153,366
    
    
    
    73,872Total other expenses
    
    
    369,168
    
    
    
    138,024
    
    
    
    562,188
    
    
    
    160,440Net loss before income taxes
    
    
    (291,780
    )
    
    
    (138,571
    )
    
    
    (388,960
    )
    
    
    (160,987
    )Income tax expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    (291,780
    )
    
    
    (138,571
    )
    
    
    (388,960
    )
    
    
    (160,987
    )Basic losses per share
    
    $
    (0.16
    )
    
    $
    (0.08
    )
    
    $
    (0.22
    )
    
    $
    (0.09
    )Diluted losses per share
    
    $
    (0.16
    )
    
    $
    (0.08
    )
    
    $
    (0.22
    )
    
    $
    (0.09
    )Cash dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 See Notes to Consolidated Financial Statements.




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GEORGIA TRUST BANCSHARES, INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2005 AND
PERIOD FROM FEBRUARY 25, 2004, DATE OF INCEPTION,
TO JUNE 30,2004
(Unaudited)
 2005
    
    2004OPERATING ACTIVITIESNet loss
    
    $
    (388,960
    )
    
    $
    (160,987
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation
    
    
    9,489
    
    
    
    881Provision for loan losses
    
    
    84,997
    
    
    
    Increase in interest receivable
    
    
    (32,315
    )
    
    
    Increase in interest payable
    
    
    3,859
    
    
    
    Net other operating activities
    
    
    (118,117
    )
    
    
    (2,580
    )Net cash used in operating activities
    
    
    (441,047
    )
    
    
    (162,686
    )INVESTING ACTIVITIESNet increase in federal funds sold
    
    
    (14,320,000
    )
    
    
    Net increase in loans
    
    
    (7,726,992
    )
    
    
    Purchase of premises and equipment
    
    
    (1,522,451
    )
    
    
    (5,977
    )Net cash used in investing activities
    
    
    (23,569,443
    )
    
    
    (5,977
    )FINANCING ACTIVITIESNet increase in deposits
    
    
    6,966,847
    
    
    
    Proceeds from other borrowings
    
    
    106,000
    
    
    
    176,901Repayment of other borrowings
    
    
    (600,000
    )
    
    
    Proceeds from issuance of common stock
    
    
    17,925,839
    
    
    
    100Net cash provided by financing activities
    
    
    24,398,686
    
    
    
    177,001Net increase in cash and due from banks
    
    
    388,196
    
    
    
    8,338Cash and due from banks, beginning of period
    
    
    5,554
    
    
    
    Cash and due from banks, end of period
    
    $
    393,750
    
    
    $
    8,338SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid during period for:Interest
    
    $
    17,723
    
    
    $
    547NONCASH TRANSACTIONLiability incurred for purchase of premises and equipment
    
    $
    
    
    
    $
    19,753
 See Notes to Consolidated Financial Statements.




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GEORGIA TRUST BANCSHARES, INC. AND SUBSIDIARY
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Organization and Nature of Business
  Accounting and Reporting by
Development Stage Enterprises
 Significant Accounting Policies
 Basis of Presentation:




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Organization and Stock Offering Costs
  Significant Accounting Policies (Continued)
 Premises and Equipment
  Income Taxes
  Stock-Based Compensation
  Losses Per Share
  Fiscal Year




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Significant Accounting Policies (Continued)
 Recent Accounting Developments
 Accounting for
Stock-Based Compensation Accounting for
Stock Issued to Employees




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
 Significant Accounting Policies (Continued)
 Recent Accounting Developments (Continued)
  NOTE 2. COMMON STOCK OFFERING




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Item 2. Managements Discussion and Analysis or Plan of Operation
  Cautionary Notice Regarding Forward Looking Statements
   General




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Financial Condition
   Results of Operations
  Net Interest Income .
 Provision for Loan Losses .




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Nonaccrual loans
    
    $
    0Loans contractually past due ninety days or more as to interest or
principal payments and still accruing
    
    
    0Restructured loans
    
    
    0Potential problem loans
    
    
    0Interest income that would have been recorded on nonaccrual and
restructured loans under original terms
    
    
    0Interest income that was recorded on nonaccrual and restructured loans
    
    
    0
     Average amount of loans outstanding
    
    $
    3,403Balance of allowance for loan losses at beginning of period
    
    $
    0Loans charged offCommercial and financial
    
    
    0Real estate mortgage
    
    
    0Installment
    
    
    00Loans recoveredCommercial and financial
    
    
    0Real estate mortgage
    
    
    0Installment
    
    
    00Net charge offs (recoveries)
    
    
    0Additions to allowance charged to operating expense during period
    
    
    85Balance of allowance for loan losses at end of period
    
    $
    85Ratio of net loans charged off during period to average loans
outstanding
    
    
    0
    %




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Allowance for Loan Losses
 Other Income.
 Other Expenses.
 Income Tax Expense.
 Off-Balance Sheet Risk
   Liquidity and Capital Resources




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ActualBank
    
    Minimum Regulatory RequirementLeverage capital ratios
    
    
    70.93
    %
    
    
    4.00
    %Risk-based capital ratios:Core capital
    
    
    117.21
    %
    
    
    4.00Total capital
    
    
    118.02
    %
    
    
    8.00




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Critical Accounting Policies
   
 Item 3. Controls and Procedures
   
 PART II
OTHER INFORMATION
 
 Item 6. Exhibits
 Exhibit Number
    
    Description31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32.1
    
    Section 1350 Certifications




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SIGNATURES
  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)




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EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32.1
    
    Section 1350 Certifications