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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-KSB



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|x | Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------

For the Fiscal Year Ended December 31, 2006



| ̈ | TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------

For the transition period from  to

Commission File No. 333-63314-01



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COMMONWEALTH
BANKSHARES CAPITAL TRUST I

(Name of small business issuer in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 5l-6519143                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|403 Boush Street, Norfolk, Virginia      |  | 23510     
|(Address of Principal Executive Offices) |  | (Zip Code)

(757) 446-6900

(Issuers Telephone Number)

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



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange On which Registered
|N/A                 |  | None                                     

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

8% Convertible Preferred Securities, $5.00 Par Value



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Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act. ̈

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 past 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 ̈

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this
form, and no disclosure will 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-KSB or any amendment to this form
10-KSB. ̈

Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

Issuers revenue for the fiscal year ended December 31,
2006: N/A

The aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2006: N/A

Shares of common equity outstanding as of March 1, 2007: N/A



|* | This Form 10-KSB also covers the 0 (zero) remaining shares of the Registrants 8% Convertible Preferred Securities as of December 31, 2006, which were registered under the
Securities Act of 1933, as amended, pursuant to a registration statement declared effective on July 23, 2001.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Commonwealth Bankshares Capital Trust I (the Trust) is a statutory business trust formed
under the Delaware Business Trust Act, as amended, pursuant to a trust agreement, as amended by an amended and restated declaration of trust and a first amendment to the amended and restated declaration of trust (the Declaration), and
the filing of a certificate of trust with the Delaware Secretary of State on November 15, 2000. The Trust exists for the exclusive purposes of (i) issuing and selling trust securities consisting of 8% Convertible Preferred Securities (the
Preferred Securities) and common securities (the Common Securities, and together with the Preferred Securities, the Trust Securities), representing undivided beneficial ownership interests in the assets of the
Trust, (ii) investing the proceeds from such issuance in Junior Subordinated Debt Securities (the Junior Subordinated Debt Securities) of Commonwealth Bankshares, Inc., a Virginia corporation (the Corporation), and
(iii) engaging in only those other activities necessary, advisable or incidental thereto. The Trusts sole assets are the Junior Subordinated Debt Securities, and payments under the Junior Subordinated Debt Securities are the sole revenues
of the Trust. The Trust makes distributions on the Trust Securities to the extent it receives distributions from the Corporation on the Junior Subordinated Debt Securities. Distributions on the Trust Securities are guaranteed by the Corporation, but
only to the extent that the Trust has available funds to pay such distributions.

On July 27, 2001 and August 9, 2001, the Trust
invested the proceeds from the sale and issuance of the Trust Securities in the Junior Subordinated Debt Securities. The Trusts ability to pay distributions to the holders of the Preferred Securities is dependent on its receipt of
distributions on the Junior Subordinated Debt Securities from the Corporation. Therefore, upon the receipt by the Trust of payments from the Corporation, the Trust will pass through such payments to the holders of the Preferred Securities.

In November 2006, the Corporation called the preferred securities for redemption on December 15, 2006, at the liquidation amount of
$5.00 per share. As of December 31, 2006, the Trust was dissolved. As such, this will be the final Securities and Exchange Commission filing. Prior to dissolution, ownership of the Trust was evidenced by the $225,315 aggregate liquidation
amount of Common Securities, all of which were held by the Corporation, and by the aggregate liquidation amount of Preferred Securities, which was $4,700,064 as of December 31, 2005.

NOTE: Because the Trust is a special purpose financing entity with no separate business operations and the only assets of the Trust are the Junior
Subordinated Debt Securities, the Trust does not believe that financial statements for the Trust are meaningful. Accordingly, financial statements and related financial information have not been included in this Form 10-KSB. For further
information concerning the Corporation, including financial statements and other financial information, see the Corporations Annual Report on Form 10-K for the year ended December 31, 2006, and the Corporations Quarterly Report
on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 as filed with the Securities and Exchange Commission, copies of which may be obtained from the Corporate Secretary of the Corporation at 403
Boush Street, Norfolk, Virginia 23510.

The following documents are exhibits to this report:



| |  |     |  |                                                                                                                                                                                                                                                      
| |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 4.1 |  | Certificate of Trust of the Trust, included as Exhibit 4.1 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.                                                                 
| |  |    
| |  | 4.2 |  | Declaration of Trust Between the Company and the Trust, included as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein
by reference.                                            
| |  |    
| |  | 4.3 |  | Form of Amended and Restated Declaration of Trust of the Trust, included as Exhibit 4.3 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated
herein by reference.                                    
| |  |    
| |  | 4.4 |  | Form of Junior Subordinated Indenture between the Company and Wilmington Trust Company, as Trustee, included as Exhibit 4.4 to the Registrants Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by reference.
| |  |    
| |  | 4.5 |  | Form of Convertible Security certificate, included as Exhibit 4.5 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.                                                          
| |  |    
| |  | 4.6 |  | Form of Junior Subordinated Debt Securities, included in Exhibit 4.4 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.                                                       
| |  |    
| |  | 4.7 |  | Form of Guarantee Agreement with respect to the Convertible Securities included as Exhibit 4.7 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and
incorporated herein by reference.                             



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| |  |      |  |                                                                                                     
| |  | ---- |  | ----------------------------------------------------------------------------------------------------
| |  | 31.1 |  | Certification of Administrative Trustee pursuant to Rule 13a-14(a). *                               
| |  |     
| |  | 31.2 |  | Certification of Administrative Trustee pursuant to Rule 13a-14(a). *                               
| |  |     
| |  | 32.1 |  | Certification of Administrative Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
| |  |     
| |  | 32.2 |  | Certification of Administrative Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

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|* | Filed herewith.
|- | ---------------



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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.



|                     |  |                                                     |  |                                 
|-------------------- |  | --------------------------------------------------- |  | --------------------------------
|                     |  | COMMONWEALTH BANKSHARES CAPITAL TRUST I(Registrant)
|                     |  |                                                    
|Date: March 29, 2007 |  | By:                                                 |  | /s/ Edward J. Woodard, Jr., CLBB
|                     |  |                                                     |  | Edward J. Woodard, Jr., CLBB,   
|                     |  |                                                     |  | Administrative Trustee          
|                     |  |                                                    
|Date: March 29, 2007 |  | By:                                                 |  | /s/ Cynthia A. Sabol, CPA       
|                     |  |                                                     |  | Cynthia A. Sabol, CPA,          
|                     |  |                                                     |  | Administrative Trustee          



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Exhibit Index



|     |  |                                                                                                                                                                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1  |  | Certificate of Trust of the Trust, included as Exhibit 4.1 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.                                                                 
|     | 
|4.2  |  | Declaration of Trust Between the Company and the Trust, included as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein
by reference.                                            
|     | 
|4.3  |  | Form of Amended and Restated Declaration of Trust of the Trust, included as Exhibit 4.3 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated
herein by reference.                                    
|     | 
|4.4  |  | Form of Junior Subordinated Indenture between the Company and Wilmington Trust Company, as Trustee, included as Exhibit 4.4 to the Registrants Registration Statement on Form S-1,
Registration No. 333-63314, and incorporated herein by reference.
|     | 
|4.5  |  | Form of Convertible Security certificate, included as Exhibit 4.5 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.                                                          
|     | 
|4.6  |  | Form of Junior Subordinated Debt Securities, included in Exhibit 4.4 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and incorporated herein by
reference.                                                       
|     | 
|4.7  |  | Form of Guarantee Agreement with respect to the Convertible Securities included as Exhibit 4.7 to the Registrants Registration Statement on Form S-1, Registration No. 333-63314, and
incorporated herein by reference.                             
|     | 
|31.1 |  | Certification of Administrative Trustee pursuant to Rule 13a-14(a). *                                                                                                                                                                                
|     | 
|31.2 |  | Certification of Administrative Trustee pursuant to Rule 13a-14(a). *                                                                                                                                                                                
|     | 
|32.1 |  | Certification of Administrative Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                 
|     | 
|32.2 |  | Certification of Administrative Trustee pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *                                                                                                                                                 

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|* | Filed herewith.
|- | ---------------



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