<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                   FORM 10-QSB

[X]      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

                  For the quarterly period ended March 31, 2001

[ ]      Transition Report Pursuant to 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the transition period of __________________ to _________________

                         Commission File Number 0-22891.
                                                --------

                        GEORGIA-CAROLINA BANCSHARES, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)

           Georgia                                     58-2326075
-------------------------------         ---------------------------------------
(State or other Jurisdiction of         (I.R.S. Employer Identification Number)
Incorporation or Organization)

                  2805 Wrightsboro Road, Augusta, Georgia 30909
                  ---------------------------------------------
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number (706) 736-2100
                                              --------------

              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

            Class                                  Outstanding at May 11, 2001
-----------------------------                      ---------------------------
Common Stock, $.001 Par Value                             935,750 shares

Transitional Small Business Disclosure Format: YES [ ] NO [X]


<PAGE>   2

                        GEORGIA-CAROLINA BANCSHARES, INC.
                                   Form 10-QSB

                                     Index

<TABLE>
<S>               <C>                                                                      <C>
                                                                                           Page
                                                                                           ----
PART I            FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets as of March 31, 2001
                   and December 31, 2000                                                      1

                  Condensed Consolidated Statements of Income (Loss) for the Three
                   Months Ended March 31, 2001 and 2000                                       2

                  Condensed Consolidated Statements of Comprehensive Income (Loss)
                   for the Three Months Ended March 31, 2001 and 2000                         3

                  Condensed Consolidated Statements of Cash Flows for the Three
                   Months Ended March 31, 2001 and 2000                                       4

                  Notes to Condensed Consolidated Financial Statements                        5

Item 2.           Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                       6

PART II  OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K                                           11

                  SIGNATURES                                                                 12
</TABLE>


<PAGE>   3

                                     PART I
                              FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                        GEORGIA-CAROLINA BANCSHARES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                                March 31,       December 31,
                                                                  2001              2000
                                                               ----------       ------------

<S>                                                            <C>              <C>
ASSETS

Cash and due from banks                                        $    9,866        $    5,522
Federal funds sold                                                     --                --
Securities available-for-sale                                      15,120            14,320
Loans, net of allowance for loan losses                            81,746            71,987
Loans, held for sale                                               41,801            17,610
Bank premises and fixed assets                                      6,026             5,549
Accrued interest receivable                                           897               596
Foreclosed real estate, net of allowance                              498               483
Deferred tax asset, net                                               285               202
Other assets                                                          369               240
                                                               ----------        ----------

          TOTAL ASSETS                                         $  156,608        $  116,509
                                                               ==========        ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
DEPOSITS:
     Non-interest bearing                                      $   19,416        $   16,269
     Interest bearing:
          NOW accounts                                              7,743            10,342
          Savings                                                   6,684             5,045
          Money market accounts                                     8,562             9,223
          Time deposits of $100,000, and over                      24,754            10,696
          Other time deposits                                      43,345            33,913
                                                               ----------        ----------
               TOTAL DEPOSITS                                     110,504            85,488

Other liabilities, borrowings and retail agreements                34,676            19,794
                                                               ----------        ----------

               TOTAL LIABILITIES                                  145,180           105,282
                                                               ----------        ----------

SHAREHOLDERS' EQUITY:
     Preferred stock, par value $.001; 1,000,000
        shares authorized; none issued                                 --                --
     Common stock, par value $.001; 9,000,000
        shares authorized; 935,750 (March 31, 2001)
        and 931,750 (December 31, 2000) shares
        issued and outstanding                                          1                 1
     Additional paid-in capital                                    10,228            10,228
     Retained earnings                                              1,145             1,091
     Accumulated other comprehensive income
        (loss)                                                         54               (93)
                                                               ----------        ----------
               TOTAL SHAREHOLDERS' EQUITY                          11,428            11,227
                                                               ----------        ----------

               TOTAL LIABILITIES AND SHAREHOLDERS'
                    EQUITY                                     $  156,608        $  116,509
                                                               ==========        ==========
</TABLE>

See notes to condensed consolidated financial statements.


                                       1
<PAGE>   4

                        GEORGIA-CAROLINA BANCSHARES, INC.

               CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
                                   (UNAUDITED)
                (dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                            Three Months Ended March 31,
                                                            ----------------------------
                                                                2001           2000
                                                               -------        -------

<S>                                                            <C>            <C>
INTEREST INCOME
     Interest and fees on loans                                $ 2,263        $   939
     Interest on taxable securities                                231            189
     Interest on nontaxable securities                              17              9
     Interest on Federal funds sold                                  7            138
                                                               -------        -------
          TOTAL INTEREST INCOME                                  2,518          1,275
                                                               -------        -------

INTEREST EXPENSE
     Interest on time deposits of $100,000 or more                 340            111
     Interest on other deposits                                    809            467
     Interest on funds purchased                                   286             12
                                                               -------        -------
          TOTAL INTEREST EXPENSE                                 1,435            590
                                                               -------        -------

          NET INTEREST INCOME                                    1,083            685

PROVISIONS FOR LOAN LOSSES                                         202            116
                                                               -------        -------

          NET INTEREST INCOME AFTER PROVISIONS
               FOR LOAN LOSSES                                     881            569
                                                               -------        -------

NONINTEREST INCOME
     Service charges on deposits                                   106             72
     Gain on sale of mortgage loans and other
        income                                                   1,200             64
     Net realized gain (loss) on sale of securities                 --             --
                                                               -------        -------
                                                                 1,306            136
                                                               -------        -------

NONINTEREST EXPENSE
     Salaries and employee benefits                              1,404            424
     Occupancy expenses                                            212             88
     Other expenses                                                490            245
                                                               -------        -------
                                                                 2,106            757
                                                               -------        -------

INCOME (LOSS) BEFORE INCOME TAXES                                   81            (52)
                                                               -------        -------

INCOME TAX EXPENSE (BENEFIT)                                        27            (17)
                                                               -------        -------

          NET INCOME (LOSS)                                    $    54        $   (35)
                                                               =======        =======

NET INCOME PER SHARE OF COMMON STOCK
     Basic                                                     $   .06        $  (.04)
                                                               =======        =======
     Diluted                                                   $   .05        $  (.04)
                                                               =======        =======
DIVIDENDS PER SHARE OF COMMON STOCK                            $   .00        $   .00
                                                               =======        =======
</TABLE>

See notes to condensed consolidated financial statements.


                                       2
<PAGE>   5

                        GEORGIA-CAROLINA BANCSHARES, INC.

        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
                                   (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                          Three Months Ended March 31,
                                                          ----------------------------
                                                               2001         2000
                                                               -----        -----

<S>                                                            <C>          <C>
Net income (loss)                                              $  54        $ (35)

Unrealized holding gains and (losses) arising
    during period, less reclassification adjustment
    for gains and losses included in net income,
    net of tax                                                   146          (98)
                                                               -----        -----

Comprehensive income (loss)                                    $ 200        $(133)
                                                               =====        =====
</TABLE>

See notes to condensed consolidated financial statements.


                                       3
<PAGE>   6

                        GEORGIA-CAROLINA BANCSHARES, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                             (dollars in thousands)

<TABLE>
<CAPTION>
                                                             Three Months Ended March 31,
                                                             ----------------------------
                                                                 2001            2000
                                                               --------        --------

<S>                                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss)                                         $     54        $    (35)
     Adjustments to reconcile net income (loss)
         to net cash provided by (used in)
         operating activities
          Depreciation and amortization                              85              53

          Provision for loan losses                                 202             116
          Deferred income tax                                      (158)            (67)

          Net increase in accrued interest receivable              (301)           (111)

          Net change in other assets and liabilities              1,027             (99)
                                                               --------        --------
               NET CASH PROVIDED BY (USED IN)
                  OPERATING ACTIVITIES                              909            (143)
                                                               --------        --------

CASH FLOWS FROM INVESTING ACTIVITIES
     Net decrease in federal funds sold                              --          15,010
     Net increase in loans, net                                 (34,167)        (10,544)
     Net transactions, available-for-sale securities               (578)             10
     Net purchase of premises and equipment                        (562)            (44)
                                                               --------        --------
               NET CASH PROVIDED BY (USED IN)
                  INVESTING ACTIVITIES                          (35,307)          4,432
                                                               --------        --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits and
        funds purchased                                          38,742          (4,507)
                                                               --------        --------
               NET CASH PROVIDED BY (USED IN)
                  FINANCING ACTIVITIES                           38,742          (4,507)
                                                               --------        --------

NET INCREASE (DECREASE) IN CASH AND DUE FROM
   BANKS                                                          4,344            (218)

CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD                    5,522           3,271
                                                               --------        --------
CASH AND DUE FROM BANKS AT END OF PERIOD                       $  9,866        $  3,053
                                                               ========        ========
</TABLE>

See notes to condensed consolidated financial statements.


                                       4
<PAGE>   7

                        GEORGIA-CAROLINA BANCSHARES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2001
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the
accounts of Georgia-Carolina Bancshares, Inc. (the "Company") and its wholly
owned subsidiary, First Bank of Georgia (the "Bank"). Significant intercompany
transactions and accounts are eliminated in consolidation.

The financial statements as of March 31, 2001 and December 31, 2000 and for the
three months ended March 31, 2001 and March 31, 2000 are unaudited and have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. These consolidated financial statements should be read in
conjunction with the audited financial statements and notes thereto included in
the Company's Annual Report on Form 10-K for the year ended December 31, 2000.

The financial information included herein reflects all adjustments (consisting
of normal recurring adjustments) which are, in the opinion of management,
necessary to a fair presentation of the financial position and results of
operations for interim periods.

The preparation of financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and
income and expense amounts. Actual results could differ from those estimates.

NOTE 2 - EARNINGS PER SHARE

Earnings per share are calculated on the basis of the weighted average number of
shares outstanding. As the Company has granted stock options to certain officers
of the Company, diluted earnings per share has been presented in the Statements
of Income.

The following reconciles, for the three months ended March 31, 2001, the
numerators and denominators of the basic and diluted earnings per share
computations:

<TABLE>
<CAPTION>
                                                      Weighted
                                                   Average Shares    Per-Share
                                    (Numerator)    (Denominator)      Amount
                                    -----------    --------------    ---------

<S>                                 <C>            <C>               <C>
NET INCOME                            $ 54,000

BASIC EPS
     Income available to common
        shareholders'                   54,000        935,750          $ 0.06

EFFECT OF DILUTIVE SECURITIES
     Options                                           51,950
                                      --------        -------          ------

DILUTED EPS
     Income available to common
        shareholders' and assumed
        conversions                   $ 54,000        987,700          $ 0.05
                                      ========        =======          ======
</TABLE>


                                       5
<PAGE>   8

                        GEORGIA-CAROLINA BANCSHARES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

                              RESULTS OF OPERATIONS

OVERVIEW

The Company's net income was $54,000 for the first quarter of 2001, compared to
a net loss of $35,000 for the first quarter of 2000. Basic earnings per share
were $0.06 for the first quarter of 2001 compared to a loss of $(0.04) per share
for the first quarter of 2000. Total consolidated assets at March 31, 2001 were
$156,608,000, an increase of $40,099,000 (34.4%) from December 31, 2000 total
consolidated assets of $116,509,000, and an increase of $88,435,000 (129.7%)
from March 31, 2000 total consolidated assets of $68,173,000.

Through the establishment of additional banking offices in the Augusta, Georgia
area and through the development of mortgage lending operations in the Georgia
cities of Augusta, Warner Robins, Rincon and Savannah, the Bank has experienced
growth in net interest income, noninterest income and noninterest expense for
the quarter ended March 31, 2001 when compared to the quarter ended March 31,
2000.

During the quarter ended March 31, 2001, the Bank opened a new mortgage lending
location in Jacksonville, Florida and an additional full-service banking
location in Augusta, Georgia. The establishment of these new locations was also
a contributing factor to the Bank's increases in net interest income,
noninterest income and noninterest expense for the quarter ended March 31, 2001
when compared to the quarter ended March 31, 2000.

The Company's return on average assets was 0.16% (annualized) for the three
months ended March 31, 2001, compared to a negative (0.20%) (annualized) for the
three months ended March 31, 2000. The Company's return on average equity for
the three months ended March 31, 2001 was 1.92% (annualized) compared to 1.30%
(annualized) for the three months ended March 31, 2000.

Further discussion of significant items affecting net income are discussed in
detail below.

NET INTEREST INCOME

Net interest income is the difference between the interest and fees earned on
loans, securities, and other interest-earning assets (interest income) and the
interest paid on deposits and borrowed funds (interest expense). Higher net
interest income is a result of the relationship between the interest-earning
assets and interest-bearing liabilities.

Net interest income was $1,083,000 for the quarter ended March 31, 2001, an
increase of $398,000 (58.1%) over net interest income of $685,000 for the
quarter ended March 31, 2000. This increase was primarily the result of
investing increased deposit liability funds and other borrowed funds in loans.
Interest-earning assets were $144,693,000 at March 31, 2001 compared to
$59,192,000 at March 31, 2000, an increase of $85,501,000 (144.5%). Loans,
including loans held for sale, are the highest yielding component of
interest-earning assets. Total loans were $123,547,000 at March 31, 2001
compared to $44,916,000 at March 31, 2000, an increase of $78,631,000 (175.1%).
Total loans increased $33,950,000 (37.9%) from December 31, 2000 to March 31,
2001. The increase in deposit liability funds continues to be primarily
attributable to the Company's expansion to and continuing expansion in the
Augusta, Georgia and Columbia County, Georgia market areas. The increase in
loans also continues to be primarily attributable to this expansion. The Bank's
increase in loans held for sale also is a result of the Augusta and Columbia
County expansion, and a result of the expansion of the Bank's mortgage lending
operations to other Georgia and Florida locations.


                                       6
<PAGE>   9

                        GEORGIA-CAROLINA BANCSHARES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

NET INTEREST INCOME (CONTINUED)

Loans held for sale by the Bank are primarily funded by the Bank through
short-term borrowings and a line-of-credit. Substantially all loans originated
by the Bank's mortgage lending operation are sold in the secondary market
following origination. At March 31, 2001, loans represented 85.4% of
interest-earning assets compared to 86.2% at December 31, 2000, and 75.9% at
March 31, 2000. Investments in securities increased $800,000 (5.6%) from
December 31, 2000, and increased $2,844,000 (23.2%) from March 31, 2000.
Interest-bearing deposits at March 31, 2001 were $91,088,000. This represents an
increase of $21,869,000 (31.6%) from the December 31, 2000 balance of
$69,219,000, and an increase of $42,239,000 (86.5%) from the March 31, 2000
balance of $48,849,000. The Bank's mortgage funding line-of-credit was
$28,158,000 at March 31, 2001 and $0 at March 31, 2000. The Bank's balance of
federal funds purchased was $2,152,000 at March 31, 2001, an increase of
$2,052,000 from the Bank's March 31, 2000 balance of $100,000. The Bank's retail
repurchase agreements were $1,928,000 at March 31, 2001 compared to $1,556,000
at March 31, 2000.

INTEREST INCOME

Interest income for the three months ended March 31, 2001 was $2,518,000, an
increase of $1,243,000 (97.5%) from $1,275,000 for the three months ended March
31, 2000. The increase in interest income primarily resulted from an increase in
interest and fees on loans. Interest income and fees on loans was $2,263,000 for
the three months ended March 31, 2001, an increase of $1,324,000 (141.0%) from
$939,000 for the three months ended March 31, 2000. This increase in interest
income and fees from loans is a result of the Bank's increasing investment in
loans. The Bank's availability to increase the investment in loans continues to
be significantly attributable to the expansion into the Augusta and Columbia
County market areas. In addition, the Bank's mortgage lending operation is
significantly attributing to the growth in the investment in loans.

INTEREST EXPENSE

Interest expense for the three months ended March 31, 2001 was $1,435,000, an
increase of $845,000 (143.2%) from $590,000 for the three months ended March 31,
2000. This increase is primarily attributable to increased deposit liability
funds obtained from the expansion into Augusta and Columbia County. In addition,
interest expense for the three months ended March 31, 2001 has increased from
the three months ended March 31, 2000 as the Bank has increased its utilization
of short-term borrowings and retail agreements to fund investments in loans.

NONINTEREST INCOME

Noninterest income for the three months ended March 31, 2001 was $1,306,000, an
increase of $1,349,000 (860.3%) from $136,000 for the three months ended March
31, 2000. Service charges on deposit accounts were $106,319 for the three months
ended March 31, 2001, an increase of $33,859 (46.7%) from $72,460 for the three
months ended March 31, 2000. Gain on sale of mortgage loans originated and sold
by the Bank's mortgage division was $1,163,000 for the three months ended March
31, 2001, an increase of $1,147,000 from $16,000 for the three months ended
March 31, 2000. Substantially all loans originated by the mortgage division are
sold in the secondary market with servicing released to a third party.

NONINTEREST EXPENSE

Noninterest expense for the three months ended March 31, 2001 was $2,106,000, an
increase of $1,349,000 (178.2%) from $757,000 for the three months ended March,
2000. Salary and employee benefit costs were $1,404,000 for the three months
ended March 31, 2001, an increase of $979,000 (230.9%) from $424,772 for the
three months ended March 31, 2000.


                                       7
<PAGE>   10

                        GEORGIA-CAROLINA BANCSHARES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

NONINTEREST EXPENSE (CONTINUED)

This increase is the result of the Bank hiring additional personnel to operate
the expanded locations in Augusta and Columbia County, and the hiring of
personnel related to the Bank's mortgage lending operation. Occupancy expenses
and other expenses for the three months ended March 31, 2001 also increased from
the three months ended March 31, 2000 primarily as a result of the expanded
locations and establishment of the mortgage operations as occupancy and other
costs are incurred to support these operations.

INCOME TAXES

The Company recorded income tax expense of $27,000 for the three months ended
March 31, 2001, resulting from the net income before taxes of $81,000 for the
quarter.

                          REVIEW OF FINANCIAL CONDITION

OVERVIEW

Management continuously monitors the financial condition of the Bank in order to
protect depositors, increase retained earnings and protect current and future
earnings. Further discussion of significant items affecting the Bank's financial
condition are discussed in detail below.

ASSET QUALITY

A major key to long-term earnings growth is the maintenance of a high-quality
loan portfolio. The Bank's directive in this regard is carried out through its
policies and procedures for extending credit to the Bank's customers. The goal
and result of these policies and procedures is to provide a sound basis for new
credit extensions and an early recognition of problem assets to allow the most
flexibility in their timely disposition.

Non-performing assets were $683,000 at March 31, 2001, compared to $644,000 at
December 31, 2000 and $999,000 at March 31, 2000. The composition of
non-performing assets for each date is shown below.

<TABLE>
<CAPTION>
                                      March 31,     December 31,      March 31,
                                        2001            2000            2000
                                      ---------     ------------      ---------

<S>                                   <C>           <C>               <C>
Non-accrual loans                     $185,000        $161,000        $394,000
OREO, net of valuation allowance       498,000         483,000         605,000
                                      --------        --------        --------

                                      $683,000        $644,000        $999,000
                                      ========        ========        ========
</TABLE>

The ratio of non-performing assets to total loans and other real estate was 0.6%
at March 31, 2001, 0.7% at December 31, 2000, and 1.8% at March 31, 2000.

Reduction and disposition of non-performing assets is a management priority.

Additions to the allowance for loan losses are made periodically to maintain the
allowance at an appropriate level based upon management's analysis of potential
risk in the loan portfolio. The amount of the loan loss allowance and related
provision is determined by an evaluation of the level of loans outstanding, the
level of non-performing loans, historical loan loss experience, delinquency
trends, the amount of actual losses charged to the reserve in a given period,
and assessment of present and anticipated economic conditions.


                                       8
<PAGE>   11

                        GEORGIA-CAROLINA BANCSHARES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

ASSET QUALITY (CONTINUED)

From the previously described analysis, management determined that the allowance
for loan losses should be increased through a provision for loan losses of
$202,000 during the quarter ended March 31, 2001. The ratio of allowance for
loan losses to total loans was 1.1% at March 31, 2001. At December 31, 2000 the
ratio was 1.3% and was 2.4% at March 31, 2000. Excluding the balance of loans
held for sale by the Bank, the ratio of allowance for loan losses to loans was
1.7% at March 31, 2001, and 1.6% at March 31, 2000. Management considers the
current allowance for loan losses appropriate based upon its analysis of the
potential risk in the portfolio, although there can be no assurance that the
assumptions underlying such analysis will continue to be correct.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of an organization to meet its financial commitments
and obligations on a timely basis. These commitments and obligations include
credit needs of customers, withdrawals by depositors, and payment of operating
expenses and dividends. The Bank does not anticipate any events which would
require liquidity beyond that which is available through deposit growth, federal
funds balances, warehouse lines and other funding sources or investment
portfolio maturities. The Bank actively manages the levels, types and maturities
of earning assets in relation to the sources available to fund current and
future needs to ensure that adequate funding will be available at all times.

The Bank's liquidity remains adequate to meet operating and loan funding
requirements. The Bank's liquidity ratio at March 31, 2001 was 45.5%, compared
to 31.5% at December 31, 2000, and 25.4% at March 31, 2000.

Management is committed to maintaining capital at a level sufficient to protect
depositors, provide for reasonable growth, and fully comply with all regulatory
requirements. Management's strategy to achieve this goal is to retain sufficient
earnings while providing a reasonable return on equity. Federal banking
regulations establish certain capital adequacy standards required to be
maintained by banks. These regulations set minimum requirements for risk-based
capital of 4% for core capital ("Tier I"), 8% for total risk-based capital and
3% for the leverage ratio. At March 31, 2001, the Bank's Tier I capital was
9.78% and total risk-based capital was 10.98%, compared to 10.51% and 13.95% at
December 31, 2000, respectively. At March 31, 2001, the Bank's leverage ratio
was 8.70% compared to 12.7% at December 31, 2000.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company may, from time to time, make written or oral forward-looking
statements, including statements contained in the Company's filings with the
Securities and Exchange Commission (the "Commission") and its reports to
stockholders. Such forward-looking statements are made based on management's
belief as well as assumptions made by, and information currently available to,
management pursuant to "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995.


                                       9
<PAGE>   12

                        GEORGIA-CAROLINA BANCSHARES, INC.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (CONTINUED)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS (CONTINUED)

The Company's actual results may differ materially from the results anticipated
in these forward-looking statements due to a variety of factors, including
governmental monetary and fiscal policies, deposit levels, loan demand, loan
collateral values, securities portfolio values and interest rate risk
management; the effects of competition in the banking business from other
commercial banks, savings and loan associations, mortgage banking firms,
consumer finance companies, credit unions, securities brokerage firms, insurance
companies, money market mutual funds and other financial institutions operating
in the Company's market area and elsewhere, including institutions operating
through the Internet; changes in government regulations relating to the banking
industry, including regulations relating to branching and acquisitions; failure
of assumptions underlying the establishment of reserves for loan losses,
including the value of collateral underlying delinquent loans, and other
factors. The Company cautions that such factors are not exclusive. The Company
does not undertake to update any forward-looking statements that may be made
from time to time by, or on behalf of, the Company.


                                       10
<PAGE>   13

                                     PART II
                                OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) No exhibits are required to be filed with this report.

         (b) No reports on Form 8-K were filed during the quarter ended March
31, 2001.


                                       11
<PAGE>   14

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                        GEORGIA-CAROLINA BANCSHARES, INC.


By: /s/ Patrick G. Blanchard                                May 15, 2001
    -----------------------------------------------         --------------------
    Patrick G. Blanchard                                    Date
    President and Chief Executive Officer
    (principal executive officer)


By: /s/ J. Harold Ward, Jr.                                 May 15, 2001
    -----------------------------------------------         --------------------
    J. Harold Ward, Jr.                                     Date
    Senior Vice President, Chief Financial Officer
    (principal financial and accounting officer)


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