UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 00739W 10 7

13G

1.

Names of Reporting Persons.
George D. Johnson, Jr.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
2,488,528 Shares

6.

Shared Voting Power
559,135 Shares

7.

Sole Dispositive Power
2,488,528 Shares

8.

Shared Dispositive Power
559,135 Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
3,047,663 Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
4.9%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 00739W 10 7

13G

1.

Names of Reporting Persons.
George D. Johnson, Jr. Revocable Trust dated July 17, 2001

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
South Carolina

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,802,311 Shares

6.

Shared Voting Power
0 Shares

7.

Sole Dispositive Power
1,802,311 Shares

8.

Shared Dispositive Power
0 Shares

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,802,311 Shares

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
2.9%

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer:
Advance America, Cash Advance Centers, Inc.

(b)

Address of Issuer’s Principal Executive Offices:
135 North Church Street, Spartanburg, South Carolina 29306

Item 2.

(a)

Names of Persons Filing:
George D. Johnson, Jr. (“Mr. Johnson”); George D. Johnson, Jr. Revocable Trust dated July 17, 2001 (the “Johnson Trust”)

(b)

Address of Principal Business Office or, if none, Residence:
Mr. Johnson and the Johnson Trust are both located at P.O. Box 3524, Spartanburg, South Carolina 29304.

(c)

Citizenship:
Mr. Johnson is a citizen of the United States of America;

The Johnson Trust is a trust organized under the laws of the State of South Carolina.

(d)

Title of Class of Securities:
Common Stock, par value $.01 per share

(e)

CUSIP Number:
00739W 10 7

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

3,047,663 Shares

These shares include 1,802,311 shares of common stock held by the Johnson Trust, of which Mr. Johnson is the sole trustee, and 559,135 shares of Common Stock held by the Phifer/Johnson Foundation (the “Foundation”).  Mr. Johnson is a trustee of the Foundation and specifically disclaims beneficial ownership of the shares of Common Stock held by the Foundation. 

(b)

Percent of class:   

4.9% by Mr. Johnson; 2.9% by the Johnson Trust

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

2,488,528 Shares by Mr. Johnson; 1,802,311 Shares by the Johnson Trust

(ii)

Shared power to vote or to direct the vote    

559,135 Shares by Mr. Johnson; 0 Shares by the Johnson Trust

(iii)

Sole power to dispose or to direct the disposition of   

2,488,528 Shares by Mr. Johnson; 1,802,311 Shares by the Johnson Trust

(iv)

Shared power to dispose or to direct the disposition of   

559,135 Shares by Mr. Johnson; 0 Shares by the Johnson Trust

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock owned by Mr. Johnson. 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

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.

Certification

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.

Dated:  November 1, 2011

/s/George D. Johnson, Jr.

George D. Johnson, Jr.

GEORGE D. JOHNSON, JR.

REVOCABLE TRUST DATED

JULY 17, 2001

By

/s/George D. Johnson, Jr.

George D. Johnson, Jr.

Trustee

Exhibit 1

Joint Filing Agreement dated as of November 1, 2011, by and between George D. Johnson, Jr. and the George D. Johnson, Jr. Revocable Trust dated July 17, 2001.

Dated:  November 1, 2011

/s/George D. Johnson, Jr.

George D. Johnson, Jr.

GEORGE D. JOHNSON, JR.

REVOCABLE TRUST DATED

JULY 17, 2001

By

/s/George D. Johnson, Jr.

George D. Johnson, Jr.

Trustee