PEOPLES BANCORP OF NORTH CAROLINA INC

Annual Report • Mar 19, 2007

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| UNITED
STATES | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| SECURITIES
AND EXCHANGE COMMISSION | | | | | | |
| Washington,
D.C. 20549 | | | | | | |
| FORM
10-K/A | | | | | | |
| ANNUAL
REPORT PURSUANT
TO SECTION 13 OR 15(D) | | | | | | |
| OF
THE SECURITIES EXCHANGE ACT OF 1934 | | | | | | |
| For
the fiscal year ended: December
31, 2006 | | | | | | |
| Peoples
Bancorp of North Carolina, Inc. | | | | | | |
| ( Exact
Name of Registrant as Specified in Its Charter) | | | | | | |
| North
Carolina | | | | | | |
| (State
or Other Jurisdiction of Incorporation) | | | | | | |
| 000-27205 | | | 56-2132396 | | | |
| (Commission
File No.) | | | (IRS
Employer Identification No.) | | | |
| 518
West C Street, Newton, North Carolina | | | 28658 | | | |
| (Address
of Principal Executive Offices) | | | (Zip
Code) | | | |
| (828)
464-5620 | | | | | | |
| (Registrant’s
Telephone Number, Including Area Code) | | | | | | |
| 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 | | | | | | |
| (title
of class) | | | | | | |
| Indicate
by check mark if the registrant is a well-known seasoned issuer,
as
defined in Rule 405 of the Securities Act. | | | | | | |
| | | | | Yes o | No | x |
| 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 o | No | x |
| 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 if disclosure of delinquent filers in response to Item
405
of Regulation S-K is not contained herein, and will not be contained,
to
the best of 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,
and
accelerated filer, or a non-accelerated filer. | | | | | | |
| Large
Accelerated Filer | o | Accelerated
Filer | x | Non-Accelerated
Filer | | o |
| 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 |
| 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 prices of such
common
equity, as of the last business day of the registrant’s most recently
completed second fiscal quarter. $78,083,522 based on the closing
price of
such common stock on June 30, 2006, which was $26.01 per
share. | | | | | | |
| Indicate
the number of shares outstanding of each of the registrant's classes
of
common stock, as of the latest practicable date. 3,834,175
shares of common stock, outstanding at February 28,
2007. | | | | | | |

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Annual Report of Peoples Bancorp of North Carolina, Inc. for the year ended December 31, 2006 (the “Annual Report”), which will be included as Appendix A to the Proxy Statement for the 2007 Annual Meeting of Shareholders, are incorporated by reference into Part I and Part II and included as Exhibit 13 to the Form 10-K.

Portions of the Proxy Statement for the 2007 Annual Meeting of Shareholders of Peoples Bancorp of North Carolina, Inc. to be held on May 3, 2007 (the “Proxy Statement”), are incorporated by reference into Part III.

EXPLANATION OF AMENDMENT

When Peoples Bancorp of North Carolina, Inc. filed its Annual Report on Form 10-K with the Securities and Exchange Commission on March 15, 2007, the Certifications required to be made by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 inadvertently omitted part of the form certificate required by Item 601, Exhibits (31)(a) and (31)(b) of Regulation S-K. Attached to this Form 10-K/A are corrected Exhibits (31)(a) and (31)(b).

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

15(b)

Exhibit (31)(a)

Exhibit (31)(b)