----

**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

**FORM 10-K/A**

| **x**                                                      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF   THE SECURITIES EXCHANGE ACT OF 1934** |
|------------------------------------------------------------|--------------------------------------------------------------------------------------------|
|                                                       |                                                                                       |
| **For the fiscal year ended December   31, 2006**          |
|                                                       |
| **OR**                                                     |
|                                                       |                                                                                       |
| **o**                                                      | **TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE   SECURITIES EXCHANGE ACT OF 1934** |
|                                                       |                                                                                       |
| **For the transition period from   _______ to _______.**   |
|                                                       |
| **COMMISSION FILE NUMBER****000-32985**                    |
|                                                       |
| **WACCAMAW   BANKSHARES, INC.**                            |
|                                                            |
| *(Exact   name of registrant as specified in its charter)* |

| **NORTH CAROLINA**                                                   |   | **52-2329563**                             |
|----------------------------------------------------------------------|--------|--------------------------------------------|
|                                                                      |   |                                            |
| *(State   or Other Jurisdiction of   Incorporation or Organization)* |   | *(I.R.S.   Employer   Identification No.)* |
|                                                                 |   |                                       |
|                                                                 |   |                                       |
| **110 NORTH J. K. POWELL BOULEVARD**                                 |   |                                       |
| **WHITEVILLE, NORTH CAROLINA**                                       |   | **28472**                                  |
|                                                                      |   |                                            |
| *(Address   of Principal Executive Offices)*                         |   | *(Zip   Code)*                             |

**Registrant’s Telephone number, including area code:  (910) 641-0044**

**Securities registered pursuant to Section 12(b) of the Act**

**NONE**

**Securities registered pursuant to Section 12(g) of the Act:**

**COMMON STOCK, NO PAR VALUE**

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

| o  Yes | x  No |
|------------------|-----------------|

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

| o  Yes | x  No |
|------------------|-----------------|

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.

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.

| x  Yes | o  No |
|------------------|-----------------|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

|   | Large accelerated   filer  o | Accelerated   filer  o | Non-accelerated   filer  x |   |
|--------|----------------------------------------|----------------------------------|--------------------------------------|--------|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

| o  Yes | x  No |
|------------------|-----------------|

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $60,438,288.

Indicate the number of shares outstanding of each of the registrant’s classes of Common Stock as of the latest practicable date. 4,849,263 shares of Common Stock outstanding as of March 27, 2007: 

**Documents Incorporated by Reference.**The Registrant’s Annual Report to stockholders for the fiscal year ended December 31, 2006 Registrant’s Proxy Statement for the 2007 Annual Meeting of Stockholders

----

PART 1

EXPLANATORY NOTE

We are filing this Amendment of Form 10-K/A to our Annual Report on Form 10-K for the period ending December 31, 2006, which was filed March 30, 2007 (the “Form 10-K”) to amend pages 46 and 64 of the annual report. On page 46 of the annual report, the address and signature of the independent auditors of the Report of Independent Registered Public Accounting Firm was inadvertently left off the 10-K as this is corrected under the 10-K/A. On page 64 of the annual report, information regarding the Annual Meeting, Requests for Information and Federal Deposit Insurance Corporation was inadvertently left off the 10-K as this is corrected under the 10-K/A.

----

|                                    | Elliott Davis, PLLC   |
|-----------------------------------------|-----------------------|
|                                    | 104 Cranberry Road    |
|                                    | Post Office Box 760   |
|                                    | Galax, VA  24333 |
| **Elliott Davis**                       |                  |
| **Accountants   and Business Advisors** | Phone 276.238.1800    |
|                                    | Fax 276.238.1801      |

**Report of Independent Registered Public Accounting Firm**

Board of Directors and Stockholders Waccamaw Bankshares, Inc. Whiteville, North Carolina

We have audited the consolidated balance sheets of Waccamaw Bankshares, Inc. as of December 31, 2006 and 2005 and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2006.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Waccamaw Bankshares, Inc. at December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

| /s/ Elliott Davis, PLLC |   |
|-------------------------|--------|
|                         |   |
| Galax, Virginia         |   |
| February 27, 2007       |   |

46

----

**Financial Ratios**

The following table summarizes ratios considered to be significant indicators of the Bank’s operating results and financial condition for the periods indicated.

***Key Financial Ratios***

|                               |   | **2006** |   | **2005** |   | **2004** |   |
|------------------------------------|--------|----------|--------|----------|--------|----------|--------|
|                               |   |          |        |     |        |          |   |  |  |   |
| Average equity to average   assets |   |     | 7.27   | %        |   | 6.70     | %      |   | 8.27 | % |
| Return on average assets           |   |     | 1.02   | %        |   | 1.00     | %      |   | 1.11 | % |
| Return on average equity           |   |     | 14.07  | %        |   | 14.98    | %      |   | 13.46 | % |

***Annual Meeting***

The annual meeting of stockholders will be held Thursday, April 19, 2007 at 7:00 p.m. at the Vineland Station Train Depot, Whiteville, North Carolina.

----

***Requests for Information***

Requests for information should be directed to Mr. James G. Graham, President, at Waccamaw Bankshares, Inc., Post Office Box 2009, Whiteville, North Carolina, 28472; telephone (910) 641-0044.

----

| **Independent   Auditors**     |   | **Stock   Transfer Agent**                 |   | **Legal   Counsel**                   |
|--------------------------------|--------|--------------------------------------------|--------|---------------------------------------|
|                                |   |                                            |   |                                       |
| Elliott Davis, PLLC            |   | First Citizens Bank                        |   | Gaeta & Eveson, PA                |
| Certified Public   Accountants |   | & Trust Company                        |   | 8305 Falls of Neuse   Road            |
| Post Office Box 760            |   | Post Office Box 29522                      |   | Suite 203                             |
| Galax, Virginia  24333    |   | Raleigh, North   Carolina  27626-0522 |   | Raleigh, North   Carolina  27615 |

----

***Federal Deposit Insurance Corporation***

The Bank is a member of the FDIC.  This statement has not been reviewed, or confirmed for accuracy or relevance by the Federal Deposit Insurance Corporation.

64

----

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized

**WACCAMAW BANKSHARES, INC.**

| April 2, 2007 |   | /s/ James G. Graham                   |
|---------------|--------|---------------------------------------|
|               |   |                                       |
| Date          |   | James G. Graham                       |
|          |   | President and Chief Executive Officer |

In accordance with the Exchange Act, this report has to be signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

| **Signature**                  |   | **Title**                       |   | **Date**      |
|--------------------------------|--------|---------------------------------|--------|---------------|
|                                |   |                                 |   |               |
| /s/ James G. Graham            |   | President and                   |   | April 2, 2007 |
|                                |   |                            |   |          |
| James G. Graham                |   | Chief Executive Officer         |   |          |
|                           |   |                            |   |          |
| /s/ M. B. “Bo” Biggs |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| M. B. “Bo” Biggs     |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ Dr. Maudie M. Davis        |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| Dr. Maudie M. Davis            |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ E. Autry Dawsey, Sr.       |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| E. Autry Dawsey, Sr.           |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ Monroe Enzor, III          |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| Monroe Enzor, III              |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ James E. Hill, Jr.         |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| James E. Hill, Jr.             |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ Alan W. Thompson           |   | Director, Chairman of the Board |   | April 2, 2007 |
|                                |   |                            |   |          |
| Alan W. Thompson               |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ Dale Ward                  |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| Dale Ward                      |   |                            |   |          |
|                           |   |                            |   |          |
| /s/ J. Densil Worthington      |   | Director                        |   | April 2, 2007 |
|                                |   |                            |   |          |
| J. Densil Worthington          |   |                            |   |          |

----