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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

(Amendment No. 2)



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|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



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

For the transition period from  to
.

COMMISSION FILE NUMBER 000-30517



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AMERICAN COMMUNITY BANCSHARES,
INC.

(Exact name of registrant as specified in its charter)



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|                                                                 |  |                                     
|---------------------------------------------------------------- |  | ------------------------------------
|NORTH CAROLINA                                                   |  | 56-2179531                          
|(State or Other Jurisdiction of Incorporation or Organization)   |  | (I.R.S. Employer Identification No.)
|                                                                 | 
|4500 Cameron Valley Parkway, Suite 150 Charlotte, North Carolina |  | 28211                               
|(Address of Principal Executive Offices)                         |  | (Zip Code)                          

Registrants Telephone number, including area code: (704) 225-8444



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

NONE

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

COMMON STOCK, PAR VALUE $1.00
PER SHARE



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

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 ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). ̈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. $81,460,000

Indicate the number of shares outstanding of each of the registrants classes of Common Stock as of the latest practicable date. 7,003,068 shares of Common Stock outstanding as of March 28, 2007:

Documents Incorporated by Reference.

2007 Annual Meeting Proxy Statement



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EXPLANATORY NOTE:

This Amendment No. 2 to Form 10-K for the year ended December 31, 2006 has been filed by American Community Bancshares, Inc. (the Company) to update the certifications of the Companys
Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes Oxley Act to correct the inadvertent omission of required language in paragraph 4.



|ITEM 15 |  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|------- | --------------------------------------------



| | (a) | Index to Exhibits
| | --- | -----------------



|              |  |                                                                                                                 
|------------- |  | ----------------------------------------------------------------------------------------------------------------
|Exhibitnumber |  | Description of Exhibit                                                                                          
|31(i)         |  | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act (Filed herewith) 
|              | 
|31(ii)        |  | Certification of Principal Accounting Officer Pursuant to Section 302 of the Sarbanes Oxley Act (Filed herewith)



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SIGNATURES

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



|             |  |                                      
|------------ |  | -------------------------------------
|June 8, 2007 |  | /s/ Randy P. Helton                  
|             |  | Randy P. Helton                      
|             |  | President and Chief Executive Officer



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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                                 |  |             
|---------------------------------------------------------------- |  | ------------
|/s/ Randy P. Helton                                              |  | June 8, 2007
|Randy P. Helton, President, Chief Executive Officer and
Director |  |             
|                                                                 | 
|/s/ Dan R. Ellis, Jr.                                            |  | June 8, 2007
|Dan R. Ellis, Jr., Chief Financial Officer                       |  |             
|                                                                 | 
|/s/ Frank L. Gentry                                              |  | June 8, 2007
|Frank L. Gentry, Director                                        |  |             
|                                                                 | 
|/s/ Philip R. Gilboy                                             |  | June 8, 2007
|Phil R. Gilboy, Director                                         |  |             
|                                                                 | 
|/s/ David J. Guilford                                            |  | June 8, 2007
|David J. Guilford, Director                                      |  |             
|                                                                 | 
|/s/ Larry S. Helms                                               |  | June 8, 2007
|Larry S. Helms, Director                                         |  |             
|                                                                 | 
|/s/ Alison J. Smith                                              |  | June 8, 2007
|Alison J. Smith, Director                                        |  |             
|                                                                 | 
|/s/ David D. Whitley                                             |  | June 8, 2007
|David D. Whitley, Director                                       |  |             
|                                                                 | 
|/s/ Gregory N. Wylie                                             |  | June 8, 2007
|Gregory N. Wylie, Director                                       |  |