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As filed with the Securities and Exchange Commission on June 22,August 14, 2012

Registration No. 333-    333-182290

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Community Choice Financial Inc.

Subsidiary Guarantors Listed on Schedule A Hereto

(Exact name of registrant as specified in its charter)

7001 Post Road, Suite 200

Dublin, Ohio 43016

(614) 798-5900

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

William E. Saunders, Jr.

Chief Executive Officer

7001 Post Road, Suite 200

Dublin, Ohio 43016

(614) 798-5900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public:  As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)       ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)           ¨

CALCULATION OF REGISTRATION FEE

(1)Estimated solely for the purpose of calculating the registration fee under Rule 457 of the Securities Act of 1933, as amended.

(2)Pursuant to Rule 457(n) of the Securities Act of 1933, as amended, no separate fee is payable for the guarantees.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated June 22,August 14, 2012.

PROSPECTUS

Community Choice Financial Inc.

OFFER TO EXCHANGE

Up to $395,000,000 aggregate principal amount of its 10.75% Senior Secured Notes due 2019

registered under the Securities Act of 1933 for

any and all outstanding 10.75% Senior Secured Notes due 2019

that were issued on April 29, 2011

·                  We are offering to exchange new registered 10.75% senior secured notes due 2019, which we refer to herein as the “exchange notes,” for all of our outstanding unregistered 10.75% senior secured notes due 2019 that were issued on April 29, 2011, which we refer to herein as the “original notes.” We refer herein to the exchange notes and the original notes, collectively, as the “notes.”

·                  The exchange offer expires at 5:00 p.m., New York City time, on                 , 2012, unless extended.

·                  The exchange offer is subject to customary conditions that we may waive.

·                  All outstanding original notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for the exchange notes.

·                  Tenders of outstanding notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer.

·                  The exchange of original notes for exchange notes will not be a taxable exchange for U.S. federal income tax purposes.

·                  We will not receive any proceeds from the exchange offer.

·                  The terms of the exchange notes to be issued are substantially identical to the terms of the original notes, except that the exchange notes will not have transfer restrictions and you will not have registration rights.

·                  In order to accept this exchange offer, you must deliver your original notes and a properly completed and duly executed letter of transmittal to the exchange agent prior to the expiration of the exchange offer. For more information on how to tender your original notes, see “The Exchange Offer.”

·If you fail to tender your original notes, you will continue to hold unregistered securities and it may be difficult for you to transfer them.

·                  There is no established trading market for the exchange notes, and we do not intend to apply for listing of the exchange notes on any securities exchange or market quotation system.

We are an “emerging growth company” and are eligible for reduced reporting requirements.

See “Risk Factors” beginning on page 2019 for a discussion of matters you should consider before you participate in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2012.

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Our measurement of comparable store sales growth as of December 31, 2011 includes stores which we operated for the full year of 2011 and which were open for the full year of 2010. As of December 31, 2011 we had 280 stores included in this measurement. These stores achieved comparable sales growth of 7.3% for the year ended December 31, 2011 as compared to the year ended December 31, 2010. Our measurement of sales growth as of March 31,June 30, 2012 similarly includes stores open for the twelve month periods ended March 31,June 30, 2012 and 2011 and was 8.3%5.7%.

Products and Services

We offer several convenient, fee-based services to meet the needs of our customers, including short-term consumer loans, medium-term loans, title loans, check cashing, prepaid debit cards, money transfers, bill payments, money orders, international and domestic prepaid phone cards, tax preparation, auto insurance, motor vehicle registration services and other ancillary retail financial services. The following chart reflects the major categories of services that we currently offer and the revenues from these services for the year ended December 31, 2011:

Consumer Loans.  We offer a variety of consumer loan products and services. We believe that our customers find our consumer loan products and services to be convenient, transparent and lower-cost alternatives to other, more expensive short-term options, such as incurring returned item fees, credit card late fees, overdraft or overdraft protection fees, utility late payment, disconnect and reconnect fees and other charges imposed by other financing sources when they do not have sufficient funds to cover unexpected expenses or other needs. Our customers often have limited access to more traditional sources of consumer credit, such as credit cards.

The specific consumer loan products we offer vary by location, but generally include the following types of loans:

·                  Short-Term Consumer Loans.  One of our primary products is a short-term, small-denomination consumer loan whereby a customer receives immediate cash, typically in exchange for a post-dated personal check or a pre-authorized debit from his or her bank account. We offer this product in 367 of our 435 stores. As the lender, we agree to defer deposit of the check or initiation of the debit from the customer’s bank account until the mutually agreed upon due date, which typically falls on the customer’s next payday. Principal amounts of our short-term consumer loans can be up to $1,000 and averaged approximately $426 during 2011. Fees charged vary from state to state, generally ranging from $8 to $15 per $100 borrowed. Our short-term consumer loan products are offered in the following 13 of the 14 states in which we operate

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stores: Alabama, California, Florida, Illinois, Indiana, Kansas, Kentucky, Michigan, Missouri, Ohio, Oregon, Utah and Virginia.

The following table presents key operating data for our short-term consumer loan products.

·                  Medium-Term Loans.  In meeting our customers’ financial needs, we also offer a range of medium-term loans. Principal amounts of medium-term loans typically range from $100 to $2,501 and have maturities between three months and 24 months. These loans vary in their structure in order to conform to the specific regulatory requirements of the various jurisdictions in which they are offered. The loans may have an installment repayment plan or provide for a line of credit with periodic monthly payments. We offer these loans in 164 of our 435 stores in the following three of the 14 states in which we operate stores: California, Illinois and Virginia.

The following table presents key operating data for our medium-term loan products.

(1)Loan participations are grouped with medium-term loans in our consolidated financial statements included elsewhere in this prospectus, but excluded from this calculation.

·                  Title Loans.  Title loans are asset-based loans whereby the customer obtains cash using a vehicle as collateral. We offer this product in 243 of our 435 stores. The amount of funds made available is based on the vehicle’s value, and our policies typically authorize loans based on the wholesale value of the vehicle in exchange for a first priority lien on the customer’s otherwise unencumbered vehicle title. The customer receives the benefit of immediate cash and retains possession of the vehicle while the loan is outstanding. Our title loans are offered in the following eight of the 14 states in which we operate stores: Alabama, Arizona, California, Illinois, Kansas, Missouri, Utah and Virginia, and we intend to introduce title loans in additional states in the future.

The following table presents key operating data for our title loan products.

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Recent Acquisitions and Investments

Insight Investment.  We acquired a 22.5% stake in Insight Holding Company LLC, or Insight Holding, in November 2011. Insight Holding is the parent company of Insight Cards Services LLC, the program manager for the Insight Card that is offered through our retail locations.

DFS Acquisition.  On April 1, 2012 we acquired all of the equity interests of Direct Financial Solutions, LLC and its subsidiaries, or DFS, as well as three other affiliated entities, Direct Financial Solutions of UK Limited and its subsidiary Cash Central UK Limited, or DFS UK, DFS Direct Financial Solutions of Canada, Inc., or DFS Canada, and Reliant Software Inc., all of which we collectively refer to as the DFS Companies. The purchase price was approximately $22 million, subject to a post-closing working capital adjustment.$22,385.

DFS offers short-term loans to consumers via the Internet under a state-licensed model in compliance with the applicable laws of the jurisdiction of its customers.

Currently, DFS offers loans, under a state-law based model, to residents of Alabama, Alaska, California, Delaware, Hawaii, Idaho, Kansas, Louisiana, Minnesota, Missouri, Nevada, North Dakota, Rhode Island, South Dakota, Utah, Washington, Wyoming, and Wisconsin, and operates as a Credit Access Business in Texas, through which it offers loans originated by an unaffiliated, third-party lender. In addition, DFS UK offers loans in the United Kingdom. DFS Canada does not currently offer any loans.

As of April 1, 2012, DFS had 76 employees, including part-time employees, primarily located at DFS’s corporate headquarters in North Logan, Utah, which manages the loan underwriting, collections, information technology, and other aspects of the DFS business. Unless stated otherwise, information in this prospectus regarding our business does not give effect to the acquisition of DFS.

Through our acquisition of DFS, we gain access to a scalable Internet-based revenue opportunity. We believe this additional retail channel will enable us to efficiently reach consumers not fully served by our existing retail locations. Our objective will be to accelerate the growth of DFS through incremental capital, application of retailing strategies and an expansion of its product offerings.

ForFlorida Acquisition. On July 31, 2012, we acquired the year ended December 31, 2011, basedassets of a retail consumer finance operator in the state of Florida for a purchase price of $42.1 million, subject to a post-closing working capital adjustment, which we refer to as the Florida Acquisition.  The assets acquired in such acquisition are held by Buckeye Check Cashing of Florida II, LLC, a newly formed unrestricted subsidiary, which we refer to as our Current Unrestricted Subsidiary. This retail consumer finance company operated 54 stores in South Florida markets.

We remain in active dialogue with numerous potential acquisition targets. Our historic growth has included acquisitions, which have provided additional revenue through increasing the number of our retail locations, and growth from implementing our business plan and product offerings in newly acquired stores. We plan to continue to execute on DFS’s unaudited financial information provided to us bythis strategy in the seller, DFS reported revenues of approximately $22.7 million.future.

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INDUSTRY OVERVIEW

We operate in a segment of the financial services industry that serves unbanked and underbanked consumers in need of convenient and immediate access to cash and other financial products and services, often referred to as “alternative financial services”. Our industry provides services to an estimated 60 million unbanked and underbanked consumers in the United States. Products and services offered by this industry segment include various types of short-term loans (including payday loans, title loans, small installment loans, internet loans and pawn loans), medium-term loans, check cashing, prepaid card products, rent-to-own products, bill payment services, tax preparation, money orders and money transfers. Consumers who use these services are often underserved by banks and other traditional financial institutions and referred to as “unbanked” or “underbanked” consumers.

We believe that consumers seek our industry’s services for numerous reasons, including because they often:

·                  prefer and trust the simplicity, transparency and convenience of our products;

·                  may have a dislike or distrust of banks due to confusing and complicated fee structures that are not uncommon for traditional bank products;

·                  require access to financial services outside of normal banking hours;

·                  have an immediate need for cash for sudden financial challenges and unexpected expenses;

·                  have been rejected for or are unable to access traditional banking or other credit services;

·                  seek an alternative to the high cost of bank overdraft fees, credit card and other late payment fees and utility late payment, disconnect and reconnection fees; and

·                  wish to avoid potential negative credit consequences of missed payments with traditional creditors.

Demand in our industry has been fueled by several demographic and socioeconomic trends, including an overall increase in the population and stagnant to declining growth in the household income for working-class individuals. In addition, many banks have reduced or eliminated services that working-class consumers require, due to the higher costs associated with serving these consumers and increased regulatory and compliance costs. The necessity for our products was highlighted by a recent paper from the NBER, which found that half of the Americans surveyed reported that it is unlikely that they would be able to gather $2,000 to cover a financial emergency, even if given a month to obtain funds. As a result of these trends, a significant number of retailers in other industries have begun to offer financial services to these consumers. The providers of these services are fragmented and range from specialty finance stores to retail stores in other industries that offer ancillary financial services.

We believe that the markets in which we operate are highly fragmented. Stephens estimates that short-term consumer lenders generated approximately $40.0 billion of domestic transaction volume in 2010 from approximately 19,500 storefronts and 150 online lenders. According to Stephens, only seven industry participants have more than 500 storefront locations, and the largest 15 operators account for less than 51% of the storefronts in the United States. FiSCA estimated that in 2007 there were approximately 13,000 check-cashing and other fee-based financial service locations in the United States that cashed approximately $58.0 billion in aggregate face amount of checks.

We anticipate consolidation within the industry will continue as a result of numerous factors, including:

·                  economies of scale available to larger operators;

·                  adoption of technology to better serve customers and control large store networks;

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·                  increased licensing, zoning and other regulatory requirements; and

·                  the inability of smaller operators to form the alliances necessary to deliver new products and adapt to changes in the regulatory environment.

The prepaid debit card space is one of the most rapidly growing segments of our industry. Mercator’s analysis of the prepaid debit card industry indicates that $28.6 billion was loaded onto general-purpose reloadable cards during 2009, a 47% growth rate from 2008, and estimates that the total general-purpose reloadable card market will grow at a compound annual growth rate of 63% from 2007 to 2013, reaching an estimated $201.9 billion in load volume by 2013. A March 2011 study conducted by Bretton Woods concluded that the opening of reloadable prepaid debit card accounts may surpass the opening of new checking accounts in the coming years as a result of the fact that prepaid debit cards, particularly when combined with direct deposit, will in many instances be less expensive for consumers than traditional checking accounts.

We take an active leadership role in numerous trade organizations that represent our industry’s interests and promote best practices within the industry, including the Community Financial Services Association of America, FiSCA, the National Branded Prepaid Card Association and the American Association of Responsible Auto Lenders.

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EMERGING GROWTH COMPANY STATUS

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation.

Under the JOBS Act, we will remain an “emerging growth company” until the earliest of:

·      the last day of the fiscal year during which we have total annual gross revenues of $1 billion or more;

·      the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement;

·      the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; and

·      the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to not delay such adoption of new or revised accounting standards, and such election is irrevocable.

CORPORATE INFORMATION

Community Choice Financial Inc. was formed on April 6, 2011 under the laws of the State of Ohio by the shareholders of CheckSmart Financial Holdings Inc. to be the holding company of CheckSmart Financial Holdings Corp. and to acquire the ownership interests of CCCS Corporate Holdings, Inc. through a merger. CCFI acquired CCCS through a merger on April 29, 2011. As of March 31,June 30, 2012, we owned and operated 435438 stores in 14 states and lend to consumers via the internet in 19 states. We are primarily engaged in the business of providing consumer retail financial services and have grown from 179 stores in April 2006, when Diamond Castle purchased a majority interest in CheckSmart.

Our corporate offices are located at 7001 Post Road, Suite 200, Dublin, Ohio 43016. Our telephone number is (614) 798-5900 and our website is located at www.ccfi.com. Information appearing on or accessible through our website is not part of this prospectus.

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SUMMARY OF THE EXCHANGE OFFER

On April 29, 2011, we issued the original notes in transactions exempt from registration under Rule 144A and Regulation S under the Securities Act. The initial purchasers of the original notes were Credit Suisse Securities (USA) LLC, Jefferies & Company, Inc. and Stephens Inc., who completed the resale of the original notes to qualified institutional buyers on April 29, 2011. In connection with the offering of the original notes, we entered into a registration rights agreement, dated as of April 29, 2011, with the initial purchasers of the original notes, or the registration rights agreement. In the registration rights agreement, we agreed to offer the exchange notes, which will be registered under the Securities Act, in exchange for the original notes. The exchange offer is intended to satisfy our obligations under the registration rights agreement. We also agreed to deliver this prospectus to the holders of the original notes. You should read the discussions under the headings “Prospectus Summary—Summary of the Terms of the Exchange Notes” and “Description of the Exchange Notes” for information regarding the exchange notes.

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SUMMARY OF THE TERMS OF THE EXCHANGE NOTES

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table sets forth CCFI’s summary historical consolidated financial and other data, as of December 31, 2010 and 2011 and for the years ended December 31, 2009, 2010 and 2011 and as of March 31,June 30, 2011 and 2012 and for the three-monthsix-month periods ended March 31,June 30, 2011 and 2012. The summary historical financial and other data as of December 31, 2010 and 2011 and for each of the years ended December 31, 2009, 2010 and 2011 have been derived from, and should be read together with, CCFI’s audited historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary historical financial and other data as of March 31,June 30, 2012 and for each of the three-monthsix-month periods ended March 31,June 30, 2011 and 2012 have been derived from, and should be read together with, CCFI’s unaudited historical consolidated financial statements and the accompanying notes included elsewhere in this prospectus. The summary historical financial and other data as of March 31,June 30, 2011 have been derived from CCFI’s unaudited historical consolidated financial statements not included in this prospectus. The unaudited financial data includes, in our opinion, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of our financial position and results of operations for these periods.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period. You should read the following information in conjunction with “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and CCFI’s consolidated financial statements and related notes included elsewhere in this prospectus.

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