UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) June 16, 2010
First National Bancshares, Inc.
(Exact name of registrant as specified in its charter)
South Carolina
(State or other jurisdiction of incorporation)
000-30523	58-2466370
(Commission File Number)	(IRS Employer Identification No.)
215 North Pine Street, Spartanburg, S.C.	29302
(Address of principal executive offices)	(Zip Code)
(864) 948-9001
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

UNITED STATES

~~ITEM~~SECURITIES AND ~~1.02~~EXCHANGE ~~Termination of a Material Definitive Agreement~~COMMISSION

~~ITEM~~WASHINGTON, DC ~~2.04 Triggering Events that Accelerate a Direct Financial Obligation~~20549

AsFORM previously disclosed, First National Bancshares, Inc. (the “Company”) had agreed, subject to regulatory approval, to pay the discounted sum of $3,500,000, plus accrued interest, by June 15, 2010 in full settlement of its outstanding loan from Nexity Bank (the “Lender”). Because the Company did not make this payment, it is in noncompliance with the First Amendment to the Loan Modification and Settlement Agreement dated March 26, 2010 (the “Amendment”) between the Company and the Lender. The Amendment amended that certain Loan Modification and Settlement Agreement dated December 30, 2009 (the “Settlement Agreement”), regarding the Loan Agreement, Stock Pledge Agreement, and Promissory Note, each dated as of December 28, 2007 between the parties (collectively, as subsequently amended and modified from time to time, the “Loan Documents”). The Amendment is described in and attached as Exhibit 10.1 to the Company’s Form 10-Q filed May 10, 2010. The Settlement Agreement is described in and attached as Exhibit 10.23 to the Company’s Form 10-K filed March 10, 2010. The Loan Documents are described in and attached as Exhibits 10.2, 10.3, and 10.4, respectively, to the Company’s Form 8-K ~~filed April 1, 2009.~~

~~Due to~~CURRENT ~~this~~REPORT noncompliance, the Lender has the ability to call the Promissory Note due and payable in full, but at this time has not elected to do so. The Loan has an outstanding principal balance of approximately $9.6 million. The Company continues to have active discussions with the Lender regarding another extension of the date by which the Company would be permitted to pay the Lender a discounted sum in full settlement of the Loan, subject to regulatory approval and subject to the Company's ability to raise sufficient capital to enable it to make this payment, though there are no assurances that the Lender would agree to another extension, that the Company would be able to obtain regulatory approval to pay the loan, or that the Company will be able to raise the additional capital that would be necessary to make the payment.PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) June 29, 2010

First National Bancshares, Inc.

(Exact name of registrant as specified in its charter)

South Carolina

(State or other jurisdiction of incorporation)

000-30523	58-2466370
(Commission File Number)	(IRS Employer Identification No.)

215 North Pine Street, Spartanburg, S.C.	29302
(Address of principal executive offices)	(Zip Code)

(864) 948-9001

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing

obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of

Listing.

As previously disclosed, on December 29, 2009, First National Bancshares (the “Company”) received a letter from the NASDAQ Stock Market LLC (“NASDAQ”) that stated the Company’s common stock closed below the required minimum $1.00 per share bid price for the previous 30 consecutive business days. The letter also indicated that, in accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, until June 28, 2010, to regain compliance with Rule 5550(a)(2). On June 29, 2010, the Company received a subsequent letter from NASDAQ that stated the Company had not regained compliance with Rule 5550(a)(2). Thus, the Company’s common stock will cease to be listed on the NASDAQ Capital Market as of the opening of business on July 8, 2010.

Concurrently, a market maker in the Company’s common stock has enabled the stock to be quoted on the Pink OTC Markets Inc. beginning on July 8, 2010. In addition, a market maker has applied for the stock to be quoted on the OTC Bulletin Board. The Company’s common stock was quoted on the OTC Bulletin Board from the Company’s initial funding in 2000 through October 31, 2005.

The Company will continue to file annual, quarterly and other reports with the U.S. Securities and Exchange Commission (SEC).

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 hereunto duly authorized.

FIRST NATIONAL BANCSHARES, INC.

By: /s/ Kitty B. Payne

Name Kitty B. Payne

Title: EVP/Chief Financial Officer

Dated: ~~June~~July 222, 2010

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