<PAGE>
                     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, 2003

     [ ]   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



                                 Not Applicable
      --------------------------------------------------------------------
              (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 13, 2003
-------------------------------              ---------------------------
Common Stock, $.001 Par Value                      1,308,975 shares

Transitional Small Business Disclosure Format:  YES        NO   X
                                                    -----     -----




<PAGE>


                        GEORGIA-CAROLINA BANCSHARES, INC.
                                   Form 10-QSB

                                      Index

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

Item 1.    Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheets as of March 31, 2003
            and December 31, 2002                                                     1

           Condensed Consolidated Statements of Income for the Three
            Months Ended March 31, 2003 and 2002                                      2

           Condensed Consolidated Statements of Comprehensive Income
            for the Three Months Ended March 31, 2003 and 2002                        3

           Condensed Consolidated Statements of Cash Flows
            for the Three Months Ended March 31, 2003 and 2002                        4

           Notes to Condensed Consolidated Financial Statements                       5

Item 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                                      7

Item 3.    Controls and Procedures                                                   11

PART II    OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                          12

           SIGNATURES                                                                13

           EXHIBIT INDEX
</TABLE>




<PAGE>

                          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,
                                                                                    ---------   ------------
                                                                                      2003          2002
                                                                                    ---------   ------------
<S>                                                                                  <C>          <C>
ASSETS
Cash and due from banks                                                              $  6,300     $  7,520
Federal funds sold                                                                         --          507
Securities available-for-sale                                                          28,760       27,346
Loans, net of allowance for loan losses                                               151,081      142,934
Loans, held for sale                                                                   64,847       67,927
Bank premises and fixed assets                                                          7,284        7,171
Accrued interest receivable                                                             1,187        1,245
Foreclosed real estate, net of allowance                                                  614          305
Deferred tax asset, net                                                                   312          449
Federal Home Loan Bank Stock                                                            1,124        1,570
Other assets                                                                              552          388
                                                                                     --------     --------
                                        TOTAL ASSETS                                 $262,061     $257,362
                                                                                     ========     ========

LIABILITIES AND SHAREHOLDERS' EQUITY

DEPOSITS:
           Non-interest bearing                                                      $ 38,901     $ 22,512
           Interest-bearing:
                         NOW accounts                                                  28,007       22,703
                         Savings                                                       37,846       30,763
                         Money market accounts                                         11,361       11,665
                         Time deposits of $100,000, and over                           38,362       48,709
                         Other time deposits                                           73,428       65,267
                                                                                     --------     --------
                                        TOTAL DEPOSITS                                227,905      201,619

Other liabilities, borrowings and retail agreements                                    16,240       38,848
                                                                                     --------     --------
                                        TOTAL LIABILITIES                             244,145      240,467
                                                                                     --------     --------

SHAREHOLDERS' EQUITY:
           Preferred stock, par value $.001; 1,000,000 shares authorized;
                         none issued                                                       --           --
           Common stock, par value $.001; 9,000,000 shares authorized;
                         1,308,394 and 1,307,790 shares
                         issued and outstanding                                             1            1
           Additional paid-in-capital                                                  13,305       13,294
           Retained Earnings                                                            4,147        3,196
           Accumulated other comprehensive income (loss)                                  463          404
                                                                                     --------     --------
                                        TOTAL SHAREHOLDERS' EQUITY                     17,916       16,895
                                                                                     --------     --------
                                        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $262,061     $257,362
                                                                                     ========     ========
</TABLE>

                  See notes to condensed financial statements.

                                       1
<PAGE>


                        GEORGIA-CAROLINA BANCSHARES, INC.

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

<TABLE>
<CAPTION>
                                                                            Three Months Ended
                                                                                 March 31,
                                                                      ------------------------------
                                                                          2003              2002
                                                                      -----------       ------------
<S>                                                                      <C>              <C>
INTEREST INCOME
   Interest and fees on loans                                            $3,276           $2,920
   Interest on taxable securities                                           270              309
   Interest on nontaxable securities                                         10               --
   Interest on Federal funds sold                                             2                2
                                                                         ------           ------
              TOTAL INTEREST INCOME                                       3,558            3,231
                                                                         ------           ------

INTEREST EXPENSE
   Interest on time deposits of $100,000 or more                            326              391
   Interest on other deposits                                               909              759
   Interest on funds purchased and other borrowings                          83              167
                                                                         ------           ------
              TOTAL INTEREST EXPENSE                                      1,318            1,317
                                                                         ------           ------
              NET INTEREST INCOME                                         2,240            1,914

PROVISION FOR LOAN LOSSES                                                   177              121
                                                                         ------           ------
              NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES         2,063            1,793
                                                                         ------           ------
NONINTEREST INCOME
   Service charges on deposits                                              147              126
   Other income/loss                                                         43               40
   Gain on sale of mortgage loans                                         3,012            2,445
                                                                         ------           ------
                                                                          3,202            2,611
                                                                         ------           ------
NONINTEREST EXPENSE
   Salaries and employee benefits                                         2,561            1,902
   Occupancy expenses                                                       288              232
   Other expenses                                                           880              702
                                                                         ------           ------
                                                                          3,729            2,836
                                                                         ------           ------
INCOME BEFORE INCOME TAXES                                                1,536            1,568
                                                                         ------           ------
INCOME TAX EXPENSE                                                          585              563
                                                                         ------           ------
              NET INCOME                                                 $  951           $1,005
                                                                         ======           ======
NET INCOME PER SHARE OF COMMON STOCK:
   Basic                                                                 $ 0.73           $ 0.77
                                                                         ======           ======
   Diluted                                                               $ 0.67           $ 0.72
                                                                         ======           ======
DIVIDENDS PER SHARE OF COMMON STOCK                                      $   --           $   --
                                                                         ======           ======
</TABLE>
                  See notes to condensed financial statements.


                                       2
<PAGE>



                        GEORGIA-CAROLINA BANCSHARES, INC.

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


<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                  March 31,
                                                         -----------------------
                                                           2003           2002
                                                         --------       --------
<S>                                                       <C>            <C>
NET INCOME                                                $   951        $ 1,005

Unrealized  holding gains and (losses) arising
  during period, less reclassifications adjustment
  for gains and losses included in net income,
  net of tax                                                   59           (149)
                                                          -------        -------
Comprehensive income                                      $ 1,010        $   856
                                                          =======        =======
</TABLE>



                  See notes to condensed financial statements.



                                       3

<PAGE>



                        GEORGIA-CAROLINA BANCSHARES, INC.

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

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED MARCH 31,
                                                             ------------------------------
                                                                 2003             2002
                                                             ------------     ------------
<S>                                                           <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                               $    951         $  1,005
     Adjustments to reconcile net income
         to net cash provided by operating activities:

             Depreciation and amortization                         123              102
             Provision for loan losses                             177              121
             Net origination, proceeds and
               gain on loans originated for sale                 3,080           16,957
             Stock compensation                                     11               17
             Deferred income tax                                   101              123
             Net change in other assets and
               liabilities                                         198              197
                                                              --------         --------
               NET CASH PROVIDED BY
                  OPERATING ACTIVITIES                           4,641           18,522
                                                              --------         --------
CASH FLOWS FROM INVESTING ACTIVITIES
     Decrease in federal funds sold                                507              402
     Loan originations and collections, net                     (8,633)          (9,630)
     Purchases of available-for-sale and other
        securities                                              (4,847)          (6,637)
     Proceeds from maturities, sales, and calls of
       available-for-sale securities                             3,974            1,942
     Net additions to premises and equipment                      (236)            (651)
                                                              --------         --------
               NET CASH (USED IN)
                  INVESTING ACTIVITIES                          (9,235)         (14,574)
                                                              --------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
     Net increase (decrease) in deposits and
        funds purchased                                          3,374           (2,803)
                                                              --------         --------
               NET CASH PROVIDED BY (USED IN)
                  FINANCING ACTIVITIES                           3,374           (2,803)
                                                              --------         --------
Net increase (decrease) in cash and due from banks              (1,220)           1,145
Cash and due from banks at beginning of period                   7,520            3,316
                                                              --------         --------
Cash and due from banks at end of period                      $  6,300         $  4,461
                                                              ========         ========
</TABLE>

                  See notes to condensed financial statements.


                                       4

<PAGE>


                        GEORGIA-CAROLINA BANCSHARES, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2003
                                   (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, 2003 and for the three months ended
March 31, 2003 and 2002 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 accounting principles generally accepted in the
United States have been condensed or omitted pursuant to such rules and
regulations. These condensed 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-KSB for the year ended December 31, 2002.

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 - STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation utilizing the intrinsic value
method. Presented below is certain actual financial information of the Company
with comparative proforma information determined as if the Company had accounted
for the stock-based compensation for the periods presented utilizing the
fair-value method (in thousands, except per share amounts).

    <TABLE>
    <CAPTION>
                                                              March 31,       March 31,
                                                                2003           2002
                                                             -----------    -----------
     <S>                                                     <C>            <C>
     Net income as reported                                   $   951        $   1,005

     Earnings per share as reported
            Basic:                                            $   .73        $     .77
            Diluted:                                          $   .67        $     .72

     Stock-based employee compensation cost included
     in net income as reported                                $    --        $      --

     Stock-based employee compensation cost based on
     fair-value method                                        $    27        $      47
     Proforma net income including stock-based
     compensation cost based on fair-value method             $   924        $     958
     Proforma earnings per share including stock-based
     compensation cost based on fair-value method
            Basic:                                            $   .71        $     .73
            Diluted:                                          $   .65        $     .68
    </TABLE>

                                       5
<PAGE>

NOTE 3 - 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
and others with the Company, diluted earnings per share has been presented in
the Statements of Income.

In the fourth quarter of 2002, the Company paid a 15% stock dividend. The March
31, 2002 earnings per share amounts presented in the Statements of Income have
been restated from previously reported amounts to reflect the additional shares
issued in this dividend.

The following reconciles the numerators and denominators of the basic and
diluted earnings per share computations:

<TABLE>
<CAPTION>
                                              For the Three Months Ended March 31, 2003
                                        -----------------------------------------------------
                                                                Weighted
                                                             Average Shares-        Per-Share
                                          Numerator            Denominator            Amount
                                        -------------        ---------------        ---------
<S>                                        <C>                 <C>                   <C>
NET INCOME                               $ 951,000

BASIC EPS
     Income available to common
        shareholders'                      951,000             1,308,387             $   .73

EFFECT OF DILUTIVE SECURITIES
     Options                                                     111,541
                                         ---------             ---------             -------

DILUTED EPS
     Income available to common
        shareholders' and assumed
        conversions                      $ 951,000             1,419,928             $   .67
                                         =========             =========             =======
</TABLE>



                                       6
<PAGE>


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

                              RESULTS OF OPERATIONS

OVERVIEW
The Company's net income was $951,000 for the first quarter of 2003, compared to
$1,005,000 for the first quarter of 2002, a decrease of 5.4%. Basic earnings per
share were $0.73 for the first quarter of 2003 compared to $0.77 for the first
quarter of 2002. Total consolidated assets at March 31, 2003 were $262,061,000,
an increase of $4,699,000 (1.8%) from December 31, 2002 total consolidated
assets of $257,362,000, and an increase of $59,771,000 (29.5%) from March 31,
2002 total consolidated assets of $202,290,000.

The Company's growth in assets from March 31, 2002 and December 31, 2002 to
March 31, 2003 is substantially the result of increased customer deposits
obtained by the Bank and used by the Bank primarily as an investment in loans.
This increase in deposits and loans is the result of the Bank's continued growth
in the Augusta, Georgia market area. This growth in loans also resulted in
increased interest income for the three months ended March 31, 2003 compared to
the three months ended March 31, 2002.

The Bank also had an increase in the gain on sale of mortgage loans originated
by the Bank's mortgage division for the three month period ended March 31, 2003
compared to the three month period ended March 31, 2002. This increase in the
gain on sale of mortgage loans was the result of the Bank's continued focus on
the development of this division and an interest rate environment conducive to
growth in mortgage originations and refinancing transactions. See "Noninterest
Income" below. In addition, during the first quarter of 2003, the Bank's
mortgage division opened a satellite office in Orlando, Florida.

The Company's return on average assets was 1.46% (annualized) for the three
months ended March 31, 2003, compared to 1.97% (annualized) for the three months
ended March 31, 2002. The Company's return on average equity for the three
months ended March 31, 2003 was 21.86% (annualized) compared to 29.48%
(annualized) for the three months ended March 31, 2002.

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 $2,240,000 for the quarter ended March 31, 2003, an
increase of $326,000 (17.0%) over net interest income of $1,914,000 for the
quarter ended March 31, 2002. This increase was primarily the result of
investing increased deposit liability funds and other borrowed funds in loans
and a decrease in the interest rates paid by the Bank on deposit liability funds
and other borrowed funds as competitive interest rates continued to decline.
Interest-earning assets were $245,812,000 at March 31, 2003 compared to
$240,284,000 at December 31, 2002 and $185,955,000 at March 31, 2002, an
increase of $5,528,000 (2.3%) and $59,857,000 (32.2%), respectively. Loans,
including loans held for sale, are the highest yielding component of
interest-earning assets. Total loans, net of the allowance for loan losses, were
$215,928,000 at March 31, 2003 compared to $210,861,000 at December 31, 2002 and
$164,327,000 at March 31, 2002, an increase of $5,067,000 (2.4%) and $51,601,000
(31.4%), respectively. The increase in deposit liability funds continues to be
primarily attributable to the Company's continuing growth in the Augusta,
Georgia and Columbia County, Georgia market areas. The increase in loans also
continues to be primarily attributable to this growth.

                                       7
<PAGE>

Loans held for sale by the Bank are primarily funded by the Bank through
customer deposits, 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, 2003, loans represented
88.2% of interest-earning assets compared to 88.5% at December 31, 2002, and
88.4% at March 31, 2002. Investments in securities at March 31, 2003 were
$28,760,000, an increase of $1,414,000 (5.2%) from $27,346,000 at December 31,
2002. Interest-bearing deposits at March 31, 2003 were $189,004,000. This
represents an increase of $9,897,000 (5.5%) from the December 31, 2002 balance
of $179,107,000, and an increase of $54,479,000 (40.5%) from the March 31, 2002
balance of $134,525,000. The Bank's warehouse line-of-credit was $7,544,000 at
March 31, 2003, a decrease of $25,977,000 (77.5%) from the December 31, 2002
balance of $33,521,000, and a decrease of $11,656,000 (60.7%) from the March 31,
2002 balance of $19,200,000. The Bank's balance of Federal funds purchased was
$3,159,000 at March 31, 2003, which represents an increase of $3,159,000 from
the Bank's December 31, 2002 balance of $0 and a decrease of $341,000 (9.7%)
from the March 31, 2002 balance of $3,500,000. The Bank's retail repurchase
agreements were $2,113,000 at March 31, 2003, a decrease of $91,000 (4.1%) from
the December 31, 2002 balance of $2,204,000. This also represents a decrease of
$2,655,000 (55.7%) from the March 31, 2002 balance of $4,768,000.

INTEREST INCOME
Interest income for the three months ended March 31, 2003 was $3,558,000, an
increase of $327,000 (10.1%) from $3,231,000 for the three months ended March
31, 2002. The increase in interest income primarily resulted from an increase in
interest and fees on loans. The increase in interest and fees on loans resulted
from the Bank's increased investment in the loan portfolio. Interest income and
fees on loans was $3,276,000 for the three months ended March 31, 2003, an
increase of $356,000 (12.2%) from $2,920,000 for the three months ended March
31, 2002. The Bank has maintained an increasing level of interest income and
fees on loans for the three months ended March 31, 2003 when compared to the
three months ended March 31, 2002 in a declining rate environment primarily as a
result of increasing the Bank's investment in loans. The Bank's opportunity to
increase the investment in loans continues to be primarily attributable to the
Bank's growth in the Augusta and Columbia County market areas. In addition, the
Bank's mortgage lending operation has contributed to the growth in the
investment in loans.

INTEREST EXPENSE
Interest expense for the three months ended March 31, 2003 was $1,318,000, an
increase of $1,000 (0.0%) from $1,317,000 for the three months ended March 31,
2002. While the Bank has experienced a significant increase in interest-bearing
deposits from March 31, 2002 to March 31, 2003, interest expense on these
deposits has decreased due to the lower rate environment in which these funds
were obtained.

NONINTEREST INCOME
Noninterest income for the three months ended March 31, 2003 was $3,202,000, an
increase of $591,000 (22.6%) from $2,611,000 for the three months ended March
31, 2002. Service charges on deposit accounts were $147,000 for the three months
ended March 31, 2003, an increase of $21,000 (16.7%) from $126,000 for the three
months ended March 31, 2002. Gain on sale of mortgage loans originated and sold
by the Bank's mortgage division was $3,012,000 for the three months ended March
31, 2003, an increase of $567,000 (23.2%) from $2,445,000 for the three months
ended March 31, 2002. Substantially all loans originated by the division are
sold in the secondary market with servicing released.

NONINTEREST EXPENSE
Noninterest expense for the three months ended March 31, 2003 was $3,729,000, an
increase of $893,000 (31.5%) from $2,836,000 for the three months ended March
31, 2002. Salary and employee benefit costs were $2,561,000 for the three months
ended March 31, 2003, an increase of $659,000 (34.6%) from $1,902,000 for the
three months ended March 31, 2002. These increases are the result of the Bank
hiring additional personnel to operate the Fury's Ferry office in Columbia
County, the reestablishment of the mortgage operations in Savannah, Georgia, and
continued growth in the Bank's and mortgage division's continuing operations.
Occupancy expenses and other expenses for the three months ended March 31, 2003
also increased from the three months ended March 31, 2002, primarily as a result
of the continued establishment and growth of the Bank with costs to support the
operations.

                                       8
<PAGE>

INCOME TAXES
The Company recorded income tax expense of $585,000 for the three months ended
March 31, 2003, resulting from the net income before taxes of $1,536,000 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 $1,528,000 at March 31, 2003, compared to $902,000 at
December 31, 2002 and $732,000 at March 31, 2002. The composition of
non-performing assets for each date is shown below.

<TABLE>
<CAPTION>
                                         March 31,       December 31,        March 31,
                                           2003              2002              2002
                                        ----------       ------------       ----------
<S>                                     <C>               <C>               <C>
Non-accrual loans                       $  914,000        $  597,000        $  349,000
OREO, net of valuation allowance           614,000           305,000           383,000
                                        ----------        ----------        ----------
                                        $1,528,000        $  902,000        $  732,000
                                        ==========        ==========        ==========
</TABLE>

The ratio of non-performing assets to total loans and other real estate was 0.8%
at March 31, 2003, 0.4% at December 31, 2002, and 0.4% at March 31, 2002.

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 allowance in a given period,
and assessment of present and anticipated economic conditions. From the
previously described analysis, management determined that the allowance for loan
losses should be increased through a provision for loan losses of $177,000
during the quarter ended March 31, 2003. The ratio of allowance for loan losses
to total gross loans was 1.2% at March 31, 2003, 1.1% at December 31, 2002, and
1.4% at March 31, 2002. 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,
2003, 1.7% at December 31, 2002, and 1.8% at March 31, 2002. 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

                                       9
<PAGE>

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, 2003 was 36.0%, compared
to 39.6% at December 31, 2002, and 32.2% at March 31, 2002.

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
4% for the leverage ratio. At March 31, 2003, the Bank's Tier I capital was
9.18% and total risk-based capital was 10.43%, compared to 9.15% and 10.39% at
year-end December 31, 2002, respectively. At March 31, 2003, the Bank's leverage
ratio was 7.32% compared to 7.17% at December 31, 2002.

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.

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>

ITEM 3. CONTROLS AND PROCEDURES.

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15. Based upon that evaluation, the Company's Chief Executive Officer and
Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's SEC filings.
Disclosure controls and procedures are controls and procedures that are designed
to ensure that information required to be disclosed in Company reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and forms.


There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Chief Executive Officer and Chief Financial Officer carried out
their evaluation.


                                       11
<PAGE>


                                     PART II
                                OTHER INFORMATION


ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a) Exhibits.

                  Exhibit 99.1     Certification Pursuant to Section 906 of
                                   Sarbanes-Oxley Act of 2002.

              (b) No reports on Form 8-K were filed during the quarter ended
                  March 31, 2003.










                                       12
<PAGE>


                                   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 14, 2003
      ----------------------------------------         -----------------
      Patrick G. Blanchard                                    Date
      President and Chief Executive Officer
      (principal executive officer)






By:   /s/ James M. Thomas                                 May 14, 2003
      ----------------------------------------         -----------------
      James M. Thomas                                          Date
      Chief Financial Officer
      (principal financial and accounting officer)


                                       13
<PAGE>


                                 CERTIFICATIONS

I, Patrick G. Blanchard, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Georgia-Carolina
Bancshares, Inc.;

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

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

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

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  May 14, 2003

                                    /s/ Patrick G. Blanchard
                                    -------------------------------------
                                    Patrick G. Blanchard
                                    President and Chief Executive Officer



<PAGE>


                                 CERTIFICATIONS

I, James M. Thomas, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Georgia-Carolina
Bancshares, Inc.;

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

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

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

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

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

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

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:

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

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

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:    May 14, 2003


                                          /s/ James M. Thomas
                                          --------------------------------
                                          James M. Thomas
                                          Chief Financial Officer




<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT NO.           DESCRIPTION OF EXHIBIT
-----------           ----------------------
<S>                   <C>
99.1                  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>