UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
Amendment No. 1

x           Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012
- 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 Number 0-22981

GEORGIA-CAROLINA BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Georgia
  58-2326075
(State or other Jurisdiction of   (I.R.S. Employer Identification Number)
Incorporation or Organization)
   
 
3527 Wheeler Road, Augusta, Georgia 30909
(Address of principal executive offices, including zip code)

(706) 731-6600
(Registrant’s telephone number, including area code)
 
Not Applicable 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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   o

Indicate by check mark whether the registrant has submitted electronically and has posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES   x   NO   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer  o Accelerated filer o
       
Non-accelerated filer o Smaller reporting company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES  o   NO  x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
Class
  Outstanding at May 14, 2012
Common Stock, $.001 Par Value
  3,643,736 shares
 
 
 

 
 
EXPLANATORY NOTE
 
The purpose of this amendment is to simply indicate that we are not a shell company as indicated in error in our previously filed Form 10-Q.
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
GEORGIA-CAROLINA BANCSHARES, INC.
 
     
     
August 9, 2012 By:  /s/ Remer Y. Brinson, III  
 
Remer Y. Brinson, III
 
 
President and Chief Executive Officer
 
  (principal executive officer)  
     
     
August 9, 2012 By:  /s/ Thomas J. Flournoy  
  Thomas J. Flournoy  
  Senior Vice President and Chief Financial Officer  
  (principal financial and accounting officer)