November 8, 2011 - D: Notice of Exempt Offering of Securities | First Carolina Financial Services, Inc. (FCBM)

FORM D

Notice of Exempt Offering of Securities

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

OMB APPROVAL

OMB Number: 3235-0076

Expires: June 30, 2012

Estimated Average burden hours per response: 4.0

1. Issuer's Identity

CIK (Filer ID Number)

Previous Name(s)

None

Entity Type

0001531193

Corporation

Limited Partnership

Limited Liability Company

General Partnership

Business Trust

Other

Name of Issuer

First Carolina Financial Services, Inc.

Jurisdiction of Incorporation/Organization

NORTH CAROLINA

Year of Incorporation/Organization

Over Five Years Ago

Within Last Five Years (Specify Year)

2009

Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer

First Carolina Financial Services, Inc.

Street Address 1

Street Address 2

171 NORTH WINSTEAD AVENUE

City

State/Province/Country

ZIP/Postal Code

Phone No. of Issuer

ROCKY MOUNT

NORTH CAROLINA

27804

919-933-2021 EXT 207

3. Related Persons

Last Name

First Name

Middle Name

Williams

John

Street Address 1

Street Address 2

123 Westongate Way

City

State/Province/Country

ZIP/Postal Code

Cary

NORTH CAROLINA

27513

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Betts, Jr.

Thomas

Street Address 1

Street Address 2

412 Shady Circle Drive

City

State/Province/Country

ZIP/Postal Code

Rocky Mount

NORTH CAROLINA

27804

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Ferebee, Jr.

John

Street Address 1

Street Address 2

6906 NC Hwy 43N

City

State/Province/Country

ZIP/Postal Code

Macclesfield

NORTH CAROLINA

27852

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Mauldin

Robert

Street Address 1

Street Address 2

109 Dartmoor Ct.

City

State/Province/Country

ZIP/Postal Code

Rocky Mount

NORTH CAROLINA

27803

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Stallings

Donald

Street Address 1

Street Address 2

c/o Eagle Transport Corporation

300 S. Wesleyan Boulevard, Suite 202

City

State/Province/Country

ZIP/Postal Code

Rocky Mount

NORTH CAROLINA

27804

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Robbins, Jr.

Charles

Street Address 1

Street Address 2

1608 Waverly Dr.

City

State/Province/Country

ZIP/Postal Code

Rocky Mount

NORTH CAROLINA

27803

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Last Name

First Name

Middle Name

Sands

Robert

Street Address 1

Street Address 2

5205 Rambling Road

City

State/Province/Country

ZIP/Postal Code

Greensboro

NORTH CAROLINA

27409

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Will be appointed executive officer upon regulatory approval

Last Name

First Name

Middle Name

Long

Richard

Street Address 1

Street Address 2

509 Westchester Lane

City

State/Province/Country

ZIP/Postal Code

Greensboro

NORTH CAROLINA

27410

Relationship:

Executive Officer

Director

Promoter

Clarification of Response (if Necessary)

Will be appointed executive officer upon regulatory approval

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

Health Care

Biotechnology

Health Insurance

Hospitals & Physicians

Pharmaceuticals

Other Health Care

Manufacturing

Real Estate

Commercial

Construction

REITS & Finance

Residential

Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range

Aggregate Net Asset Value Range

No Revenues

No Aggregate Net Asset Value

$1 - $1,000,000

$1 - $5,000,000

$1,000,001 - $5,000,000

$5,000,001 - $25,000,000

$25,000,001 - $50,000,000

$25,000,001 - $100,000,000

$50,000,001 - $100,000,000

Over $100,000,000

Decline to Disclose

Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii)
or (iii))

Rule 505

Rule 504 (b)(1)(i)

Rule 506

Rule 504 (b)(1)(ii)

Securities Act Section 4(6)

Rule 504 (b)(1)(iii)

Investment Company Act Section 3(c)

7. Type of Filing

New Notice

Date of First Sale

2011-10-28

First Sale Yet to Occur

Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?

Yes

9. Type(s) of Securities Offered (select all that apply)

Pooled Investment Fund Interests

Equity

Tenant-in-Common Securities

Debt

Mineral Property Securities

Option, Warrant or Other Right to Acquire Another Security

Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security

Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?

Yes

Clarification of Response (if Necessary)

A portion of the proceeds from the private offering will be used to purchase a controlling interest in First Carolina State Bank and/or Pisgah Community Bank

11. Minimum Investment

Minimum investment accepted from any outside investor

25000

USD

12. Sales Compensation

Recipient

Recipient CRD Number

None

Commerce Street Capital, LLC

143797

(Associated) Broker or Dealer

None

(Associated) Broker or Dealer CRD Number

None

Street Address 1

Street Address 2

1445 Ross Ave.

Suite 2700

City

State/Province/Country

ZIP/Postal Code

Dallas

TEXAS

75202

State(s) of Solicitation

All States

Foreign/Non-US

NORTH CAROLINA

13. Offering and Sales Amounts

Total Offering Amount

17500000

USD

Indefinite

Total Amount Sold

72500

USD

Total Remaining to be Sold

17427500

USD

Indefinite

Clarification of Response (if Necessary)

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

15. Sales Commissions & Finders’ Fees Expenses

Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions

1050000

USD

Estimate

Finders' Fees

USD

Estimate

Clarification of Response (if Necessary)

Estimated fee represents the maximum placement agent could be paid assuming sale of maximum number of securities in the private offering and that 6% fee paid on all such sales. Six percent fee is subject to certain exclusions.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

72500

USD

Estimate

Clarification of Response (if Necessary)

Until the Company acquires a banking subsidiary and begins to generate revenue, a portion of proceeds will be used to compensate executive officers

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each Issuer named above is:

Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.

Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer

Signature

Name of Signer

Title

Date

First Carolina Financial Services, Inc.

/s/ John A. Williams

John A. Williams

Chairman, President & CEO

2011-11-08