SecProbe.io

April 25, 2012
 Via E-mail

C. Todd Asbury Executive Vice President and Chief Financial Officer New Peoples Bankshares, Inc. 67 Commerce Drive Honaker, Virginia 24260
Re: New Peoples Bankshares, Inc.
Registration Statement on Form S-1 Filed March 29, 2012
  File No. 333-180456   Form 10-K for the Year Ended December 31, 2011   Filed March 1, 2012   File No. 000-33411

Dear Mr. Asbury:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1

Cover Page
1. Please confirm your cover page wi ll not exceed one page in length.
2. Please discuss your arrangements to place the funds raised by the subscription rights
offering in escrow.  Refer to Item  501(8)(iii) of Regulation S-K.
3. We note that you will be issuing shares of co mmon stock to two of your directors in the
total principal amount of $5.45 million, plus an undetermined number of additional
shares for accrued interest.  Where appropriate , please revise your disclosure to state the

C. Todd Asbury New Peoples Bankshares, Inc. April 25, 2012 Page 2

 interest rate of the loans, the number of wa rrants the directors will receive, and explain
why you will not be able to calculate the amount of shar es to be awarded based on
interest at the initiation of the rights offering.
Questions and Answers Relating to the Offering

How can eligible shareholders minimize the diluti on of their ownership inte rest in the company?,
page 3
4. Please revise your statement that  “current shareholders will be  diluted to some extent” to
quantify the amounts that current shareholde rs will be diluted, assuming that the
minimum and maximum number of  shares are sold in the rights offering.  Please make
similar changes throughout the registration stat ement, as necessary.  In addition, please
add the disclosure required by Item 506 of Regulation S-K.
How was the $1.50 per share subscrip tion price determined?, page 5
5. We note that you have filed the fairness opi nion as an exhibit to the registration
statement.  Please amend your registration stat ement to include the fairness opinion as an
annex to the prospectus.
Will our directors and executive officers participate in the offering?, page 7
6. Please disclose the number of shares for whic h the directors have committed to subscribe
as a percentage of the total number of shares  for which they are eligible to subscribe.
7. Please revise your disclosure in this paragr aph to include the bene ficial ownership of
directors Keene and White assuming the mini mum and maximum amounts of shares sold
in the offering.
What effects will the offering have on our outstanding common stock? page 8
8. Please revise your disclosure to separately id entify the shares of common stock that will
be underlying the warrants assuming you sell the maximum amount of shares.
How much will the company receive in the offering, page 8
9. Please remove the word “million” fo llowing the dollar amounts given.
Prospectus Summary
Recent Investments in our Company, page 12
10. We note that directors Keene and White wi ll need to receive regulatory approval to
acquire more than 10% of the total outstand ing shares.  Please explain whether you have

C. Todd Asbury New Peoples Bankshares, Inc. April 25, 2012 Page 3

 already applied for such approval, or whethe r management anticipates such approval to
add any delays to the co mpletion of the offering.
Supervisory Actions, page 14

11. We note your disclosure that you have been operating under a formal agreement with the
Federal Reserve.  Please explain whether you are under any obligati ons to reach certain
capital requirements and whether this offeri ng is a result of such obligations.
Risk Factors
General
12. Please consider adding risk fact ors to address the following:
 Your recent losses, your current capital amount s, and the risks that you will face if
such losses continue;
 The fact that the money investors contribute  in the offering may be held in escrow
for an extended period of time, including the potential length of the subscription
and the follow-on offering; and
 That there is no established market for your shares.
In January 2011 we completed a “stre ss test” on our loan portfolio…, page 18
13. We note that the credit losses reflected in th e stress test could cause the bank to fall
below the “well capitalized” level; please speci fy for which scenario(s) (Low, Medium,
or High Stress) this was true.
Our reputation as a safe and s ound financial institution…, page 21
14. We note your disclosure that your former CE O and Senior Vice Pr esident have pled
guilty to conspiring to commit insider trading.  Please tell us the forum in which this
proceeding was conducted and identify the par ties to this action.  Based on your response,
we may have further comment.
Use of Proceeds, page 31
15. We note that you do not appear to have a curr ent specific plan for the proceeds.  If so,
please so state and please disc uss the principal reasons for the offering.  Refer to Item
504 of Regulation S-K.

C. Todd Asbury New Peoples Bankshares, Inc. April 25, 2012 Page 4

 The Offering

Directors’ and Executive Officers’ Participation in the Offering, page 42
16. Please add columns to the table on page 43 show ing the percentage of ownership of each
of the directors assuming that the mini mum and maximum amounts of shares are
purchased in the offering.  A dditionally, please tell us whet her the conversion shares held
by directors Keene and White include the shares  offered in exchange for accrued interest.
17. We note that the total directors’ shares in the “Intended Purchase” column, after
subtracting the conversion sh ares of Mr. Keene and Mr. White, total 521,999.  Please
reconcile this number with the 666,667 shares  that you have disclo sed directors have
committed to purchase.
Description of Comm on Stock and Warrants
Warrant Agent, page 48
18. Please file the Warrant Agreement as an exhibit to the regi stration statement.
Incorporation of Certain Info rmation by Reference, page 55
19. Please delete the third paragraph of this section.  Form S-1 does not permit forward
incorporation by reference.
Item 17. Undertakings, page II-2
20. Please add the undertaking required by Item 512(c) of Regulation S-K.
Exhibit 5.1

21. We note that counsel has limited its opinion to  the applicable provisi ons of the Virginia
Stock Corporation Act.  However, the Subs cription Rights Agreement is governed by the
laws of the state of New Jersey. Please provi de an opinion that enco mpasses all relevant
legal jurisdictions.  In addition, to the exte nt that the Warrant Agreement is governed by
the laws of a jurisdiction other than Virginia  and New Jersey, please take the laws that
govern it into consideration when providing your revised legal opinion.
Exhibit 99.8
22. Please supplementally provide us with the “Forecasts” described on page 2.

C. Todd Asbury New Peoples Bankshares, Inc. April 25, 2012 Page 5

 Form 10-K for the Year Ended December 31, 2011

Item 3. Legal Proceedings, page 13
23. In future filings, please provide the disclo sure required by Item 103 of Regulation S-K,
including a statement that other than as di sclosed, you are not subj ect to any material
pending legal proceedings.  Please also incl ude the specific information required under
Item 103 relating to the joint venture lawsuit.   Please include a draft of your proposed
disclosures.
Item 11. Executive Compensation, page 75
Summary Compensation Table, page 77
24. We note that the total compen sation, including salaries, of  your named executive officers
increased from 2010 to 2011.  We also note that you consider your performance in
determining the annual compensation amounts.  Pl ease provide more detail as to the basis
for such compensation amounts and increases,  given your net losses over the past three
fiscal years.
Item 13. Certain Relationships, Related Trans actions and Director Independence, page 81
25. We note your disclosure relating to the branch location in Gr undy, Virginia, and that final
settlement of the transaction was to occur in early 2012.  Please provide an update with
respect to this tran saction in your registration statement.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

C. Todd Asbury New Peoples Bankshares, Inc. April 25, 2012 Page 6

  the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Erin Purnell at (202) 551-3454 or me at (202) 551-3464 with any
questions.
Sincerely,
   /s/ Kathryn McHale
Kathryn McHale Senior Staff Attorney
  cc. Via E-mail

 Douglas W. Densmore  LeClairRyan