UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
AMERICAN COMMUNITY BANCSHARES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
02520W106
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(CUSIP Number)
JANUARY 27, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 02520W106
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
HOT CREEK CAPITAL, L.L.C.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Citizenship or Place of Organization
Nevada
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(5) Sole Voting Power
Number of 0
Shares -----------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 143,200
Each -----------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person 0
With -----------------------------------------------------------
(8) Shared Dispositive Power
143,200
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9) Aggregate Amount Beneficially Owned by Each Reporting Person
143,200
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10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
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11) Percent of Class Represented by Amount in Row 9
5.1%
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12) Type of Reporting Person (See Instructions)
OO
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CUSIP No. 02520W106
--------------------------------------------------------------------------------
1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
HOT CREEK INVESTORS, L.P.
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization
Nevada
--------------------------------------------------------------------------------
(5) Sole Voting Power
Number of 0
Shares -----------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 143,200
Each -----------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person 0
With -----------------------------------------------------------
(8) Shared Dispositive Power
143,200
--------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
143,200
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
--------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
5.1%
--------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions)
PN
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CUSIP No. 02520W106
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1) Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
David M.W. Harvey
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
4) Citizenship or Place of Organization
U.S.A.
--------------------------------------------------------------------------------
(5) Sole Voting Power
Number of 0
Shares -----------------------------------------------------------
Beneficially (6) Shared Voting Power
Owned by 143,200
Each -----------------------------------------------------------
Reporting (7) Sole Dispositive Power
Person 0
With -----------------------------------------------------------
(8) Shared Dispositive Power
143,200
--------------------------------------------------------------------------------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
143,200
--------------------------------------------------------------------------------
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not applicable
--------------------------------------------------------------------------------
11) Percent of Class Represented by Amount in Row 9
5.1%
--------------------------------------------------------------------------------
12) Type of Reporting Person (See Instructions)
IN
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Item 1:
(a) Name of Issuer:
American Community Bancshares, Inc. (the "Issuer")
(b) Address of Issuer's Principal Executive Offices:
2593 West Roosevelt Boulevard
Monroe, North Carolina 28111
Item 2:
(a) Name of Person Filing:
This Schedule 13G is being jointly filed by each of the
following persons pursuant to Rule 13d-1(k)(1) promulgated by
the Securities and Exchange Commission pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the
"Act"): (i) Hot Creek Capital, L.L.C. (the "General Partner"),
(ii) Hot Creek Investors, L.P. ("Investors"), and (iii) David
M. W. Harvey, the principal member of the General Partner
((i), (ii), and (iii) being collectively, the "Filing
Persons"). The Common Stock and Warrants of the Issuer (the
"Stock") which are the subject of this Schedule 13G is held by
Investors. The other Filing Persons are joining in this
Schedule 13G because they exercise voting and investment power
over the Common Stock held by Investors. The Filing Persons
have entered into a Joint Filing Agreement, dated as of
January 27, 2003, a copy of which is filed with this Schedule
13G as Exhibit A, pursuant to which the Filing Persons have
agreed to file this statement jointly in accordance with the
provisions of Rule 13d-1(k)(1) under the Act. The Filing
Persons expressly disclaim that they have agreed to act as a
group.
(b) Address of Principal Business Office or, if none, Residence:
Post Office Box 3178
Gardnerville, Nevada 89410
(c) Citizenship:
Nevada for Investors and the General Partner; David M. W.
Harvey is a citizen of the U.S.A.
(d) Title of Class of Securities:
Common Stock
(e) CUSIP Number:
02520W106
Item 3: Not applicable
Item 4: Ownership.
(a) Amount beneficially owned:
143,200 shares of Stock may be deemed beneficially owned
within the meaning of Rule 13d-3 of the Act by each of the
Filing Persons. Such number of shares includes the sum of (i)
60,600 shares of Common Stock receivable upon the assumed
conversion of 60,600 shares of Warrants to purchase Common
Stock and (ii) 82,600 shares of Common Stock. The General
Partner and David M. W. Harvey expressly disclaim direct and
beneficial ownership of the shares of Stock reported as deemed
to be beneficially owned by them.
Based on Form 10-QSB dated November 14, 2002, the Issuer had
2,824,376 shares of Common Stock issued and outstanding as of
such date. Accordingly, the 143,200 shares of Stock which may
be deemed to be beneficially owned by each of the Filing
Persons represent approximately 5.1 percent (5.1%) of the
Issuer's issued and outstanding Stock thereafter.
(b) Percent of class: 5.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 0
(ii) Shared power to vote or to direct the vote 143,200
(iii) Sole power to dispose or to direct the
disposition of 0
(iv) Shared power to dispose or to direct the
disposition of 143,200
Item 5: Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6: Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7: Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8: Identification and Classification of Members of the Group.
Not applicable.
Item 9: Notice of Dissolution of Group.
Not applicable.
Item 10: Certifications.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 27, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
HOT CREEK INVESTORS, L.P.
By its General Partner
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 27, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: January 27, 2003 ----------------------------------
Name: David M. W. Harvey
Exhibit A
AGREEMENT REGARDING THE JOINT FILING
OF SCHEDULE 13G
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The undersigned hereby agree as follows:
(i) Each of them is individually eligible to use the Schedule 13G to which
this Exhibit is attached, and such Schedule 13G is filed on behalf of each of
them; and
(ii) Each of them is responsible for the timely filing of such Schedule
13G and any amendments thereto, and for the completeness and accuracy of the
information concerning such person contained therein; but none of them is
responsible for the completeness or accuracy of the information concerning the
other persons making the filing, unless such person knows or has reason to
believe that such information is inaccurate.
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 27, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
HOT CREEK INVESTORS, L.P.
By its General Partner
HOT CREEK CAPITAL, L.L.C.
By: /s/ David M. W. Harvey
Dated: January 27, 2003 ----------------------------------
Name: David M. W. Harvey
Title: Managing Member
By: /s/ David M. W. Harvey
Dated: January 27, 2003 ----------------------------------
Name: David M. W. Harvey