First Carolina Financial Services D $17.5M in equity, sold $72.5K, 6 investors

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:	3235-0076
Estimated average burden
hours per response:	4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001531193

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

First Carolina Financial Services, Inc.

Jurisdiction of Incorporation/Organization

NORTH CAROLINA

Year of Incorporation/Organization

	Over Five Years Ago
X	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/PostalCode	Phone Number of Issuer
ROCKY MOUNT	NORTH CAROLINA	27804	919-933-2021 EXT 207

3. Related Persons

Last Name	First Name	Middle Name
Williams	John	A
Street Address 1	Street Address 2
123 Westongate Way
City	State/Province/Country	ZIP/PostalCode
Cary	NORTH CAROLINA	27513

Relationship: X Executive Officer X Director X Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Betts, Jr.	Thomas	A
Street Address 1	Street Address 2
412 Shady Circle Drive
City	State/Province/Country	ZIP/PostalCode
Rocky Mount	NORTH CAROLINA	27804

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ferebee, Jr.	John	J
Street Address 1	Street Address 2
6906 NC Hwy 43N
City	State/Province/Country	ZIP/PostalCode
Macclesfield	NORTH CAROLINA	27852

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mauldin	Robert	R
Street Address 1	Street Address 2
109 Dartmoor Ct.
City	State/Province/Country	ZIP/PostalCode
Rocky Mount	NORTH CAROLINA	27803

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Stallings	A	Donald
Street Address 1	Street Address 2
c/o Eagle Transport Corporation	300 S. Wesleyan Boulevard, Suite 202
City	State/Province/Country	ZIP/PostalCode
Rocky Mount	NORTH CAROLINA	27804

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Robbins, Jr.	Charles	A
Street Address 1	Street Address 2
1608 Waverly Dr.
City	State/Province/Country	ZIP/PostalCode
Rocky Mount	NORTH CAROLINA	27803

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sands	Robert	L
Street Address 1	Street Address 2
5205 Rambling Road
City	State/Province/Country	ZIP/PostalCode
Greensboro	NORTH CAROLINA	27409

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Will be appointed executive officer upon regulatory approval

Last Name	First Name	Middle Name
Long	Richard	A
Street Address 1	Street Address 2
509 Westchester Lane
City	State/Province/Country	ZIP/PostalCode
Greensboro	NORTH CAROLINA	27410

Relationship: Executive Officer Director X Promoter

Clarification of Response (if Necessary):

Will be appointed executive officer upon regulatory approval

4. Industry Group

Agriculture

Banking & Financial Services

X	Commercial Banking
	Insurance
	Investing
	Investment Banking
	Pooled Investment Fund
	Is the issuer registered as an investment company under the Investment Company Act of 1940?
	Yes No
	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		OR	Aggregate Net Asset Value Range
X	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
	$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			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			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)	X	Rule 506
Rule 504 (b)(1)(ii)		Securities Act Section 4(5)
Rule 504 (b)(1)(iii)		Investment Company Act Section 3(c)
	Section 3(c)(1) Section 3(c)(9)   Section 3(c)(2) Section 3(c)(10) Section 3(c)(3) Section 3(c)(11) Section 3(c)(4) Section 3(c)(12) Section 3(c)(5) Section 3(c)(13) Section 3(c)(6) Section 3(c)(14) Section 3(c)(7)

7. Type of Filing

X	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 X No

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

X	Equity	Pooled Investment Fund Interests
	Debt	Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security	Mineral Property Securities
	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? X Yes No

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 $25,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Commerce Street Capital, LLC	143797
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	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 (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NORTH CAROLINA

13. Offering and Sales Amounts

Total Offering Amount	$17,500,000	USD	or Indefinite
Total Amount Sold	$72,500	USD
Total Remaining to be Sold	$17,427,500	USD	or 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, and enter the 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:

6

15. Sales Commissions & Finder's 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	$1,050,000	USD	X Estimate
Finders' Fees	$0	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.

$72,500 USD X 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, in the accordance with applicable law, 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 the issuer 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, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 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

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.