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

                                  FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
     ACT OF 1934

                 For the quarterly period ended June 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
     ACT OF 1934

                 For the transition period from _____ to_____

                         Commission File No.   0-23450

                        CAPITOL COMMUNITIES CORPORATION
       (Exact name of Small Business Issuer as specified in its charter)

            Nevada                                      88-0361144
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

25550 Hawthorne Boulevard
Suite 207
Torrance, CA                                               90505
(Address of principal executive offices)                (Zip Code)



Issuer's telephone number: (310) 375-2266

     Check whether the issuer (1) filed all reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act during the past 12 months (or for
such period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.

[ ] YES [X] NO

     The following officers, directors, and beneficial owners of 10% or more of
the Company's Common Stock were delinquent in filing an Annual Statement of
Changes in Beneficial Ownership on Form 5: Michael G. Todd and David R. Paes.


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:




                                
Common Stock ($.01 Par Value)       4,230,361
(Title of Class)                    Shares Outstanding as of August 6, 2001


Transitional Small Business Disclosure Format: [ ] YES [X] NO


                        CAPITOL COMMUNITIES CORPORATION
                                  Form 10-QSB
                          QUARTER ENDED June 30, 2001

TABLE OF CONTENTS


PART I.  FINANCIAL INFORMATION



Item 1. Financial Statements
                                                                                    
        (Unaudited)................................................................      3
        Consolidated Balance Sheet
          June 30, 2001............................................................      3
        Consolidated Statement of Cash Flows
          For the Nine Months Ended June 30, 2001 and 2000.........................      3
        Consolidated Statement of Operations
          For the Nine Months ended June 30, 2001 and 2000.........................      3
        Consolidated Statement of Operations
          For the Three Months ended June 30, 2001 and 2000........................      3
        Consolidated Statement of Stockholders' Equity
          For the Nine Months ended June 30, 2001..................................      3
        Notes to Consolidated Financial Statements June 30, 2001...................      3

Item 2. Management's Discussion And Analysis or Plan of Operation..................      3

PART II.  OTHER INFORMATION........................................................      8

Item 1. Legal Proceedings..........................................................      8

Item 3. Defaults Upon Senior Securities............................................     10

Item 6. Exhibits and Reports on Form 8-K...........................................     10

        Signatures.................................................................     11



PART I.   FINANCIAL INFORMATION

ITEM 1.  Financial Statements (Unaudited)
         --------------------------------


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Forward-Looking Statements
- --------------------------

     In addition to historical information, this Report on Form 10-QSB contains
forward-looking  statements within the meaning of the Private  Litigation Reform
Act of 1995.   Such forward-looking statements are generally accompanied by
words such as "intends," "projects," "strategies," "believes," "anticipates,"
"plans," and similar terms that convey the uncertainty of future events or
outcomes.  The forward-looking statements contained herein are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking statements.  Factors that
might cause such a difference include, but are not limited to, those discussed
in ITEM 2 of this Report, the section entitled "MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION."  Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof and are in all cases subject to the
Company's ability to: (1) reorganize under Chapter 11, its wholly-owned
subsidiary which controls substantially all of the Company's assets, (2) cure
its current severe liquidity problems, and (3) to raise sufficient capital to
overcome uncertainties regarding the availability of sufficient liquidity to
continue operations.  If the Company cannot reorganize its current debt, the
Company's status as a viable going concern will remain in doubt. There can be no
assurance that the Reorganization Plan (the "Plan") filed with the United States
Bankruptcy Court on November 16, 2000 will be approved or that Company will be
able to raise sufficient capital to cure its liquidity problems and pursue the
business objectives discussed herein. Capitol Communities Corporation undertakes
no obligation to publicly revise these forward-looking statements to reflect
events or circumstances that arise after the date hereof.  Readers should
carefully review the risk factors described in other documents the Company files
from time to time with the Securities and Exchange Commission (the "SEC"),
including without limitation those identified in the "Risk Factors" section of
the Company's Registration Statement filed in September 1996 on Form 10-S and
the Annual Reports on Form 10-KSB, filed with the SEC.

     The  the following discussion should be read in conjunction with the
unaudited financial statements appearing in Item 1, of this Part 1 ("the
Financial Statements"), and the information provided later in Item 2, of this
Report. As noted below, the Company needs to reorganize its defaulted debt and
raise additional capital to overcome its present illiquidity and commence
significant operations.

                                       3


Financial Condition
- -------------------

     On July 21, 2000, Capital Development of Arkansas, Inc. ( the "Operating
Subsidiary"), a wholly-owned subsidiary of the Company that holds substantially
all of the Company's assets, filed a voluntary petition for relief under Chapter
11 of the United States Bankruptcy Code in the United States Bankruptcy Court,
Eastern District of Arkansas ("Bankruptcy Court").  Since then, the Company has
continued to operate its business as a debtor-in-possession. If the Company's
Operating Subsidiary cannot reorganize under its petition for voluntary
bankruptcy under Chapter 11, and if the Company cannot cure its current severe
liquidity problems, the Company's status as a viable going concern will remain
in doubt. There can be no assurance, however, that the Reorganization Plan filed
with the United States Bankruptcy Court will be approved or that Company will be
able to raise sufficient capital to cure its liquidity problems and pursue the
business objectives discussed herein.

     Accordingly, some of the amounts presented below may be subject to future
adjustments depending on Bankruptcy Court actions, further developments with
respect to disputed claims, determination as to the security of certain claims
or other events.

     The Company is currently negotiating to secure additional debt financing,
however, there can be no assurance that financing can be obtained, or that the
Company will be able to raise the additional capital needed to satisfy long-term
liquidity requirements.(See "LIQUIDITY AND CAPITAL RESOURCES," below).

     Change in Financial Condition Since the End of Last Fiscal Year.   At June
     ----------------------------------------------------------------
30, 2001, the Company had total assets of $8,015,791, a decrease of $615,761 or
7.1% of the Company's total assets, as of the Company's fiscal year end of
September 30, 2000.  The Company had cash of $8,274 June 30, 2001 compared to
$51,932 at September 30, 2000, a decrease of $43,658.

     The current portion of Notes Receivable decreased from $457,520 on
September 30, 2000 by $457,520 to zero on June 30, 2001.

     The carrying value of the Company's real estate holdings declined by
$10,278 during the nine months to $5,357,510 from  $5,367,788.  This reflects
the cost of the property sold during this period. The Company's investment in
Trade Ark, decreased from $2,738,811 to $2,640,311 reflecting the Company's
portion of the net loss by Trade Ark, which is accounted for by the equity
method.

     Total liabilities of the Company at June 30, 2001 were $14,930,362, an
increase of $665,056 from the September 30, 2000 total of $14,265,306.  The
current liability for notes payable decreased by $321,056 during the nine
months, from $12,011,309 to $11,690,253.  This resulted primarily from payments
of $300,000 and $20,000 to First Arkansas Valley Bank.

     Accounts payable and accrued expenses increased by $1,005,891.  At
September 30, 2000 the liability for accounts payable and accrued expenses
totaled $1,844,967.  At June 30, 2001 the balance was $2,850,858.  Accrued
Interest Payable increased by $722,375 from $1,349,450 at September 30, 2000 to
$2,071,825 at June 30, 2001.  Accrued real estate taxes payable decreased

                                       4


from the September 30, 2000 balance of $22,958 to a balance of $13,042, a
decrease of $9,916, as of June 30, 2001.

     Shareholders' Equity decreased by $1,280,817.  The decrease resulted
entirely from the operating loss of $1,280,817 for the nine month period ending
June  30, 2001.  During the period from September 30, 2000 to June 30, 2001 the
Company did not have any capital transactions.

Results of Operations
- ---------------------

     Comparison of the Nine Months Ended June 30, 2001 to the Nine  Months Ended
     ---------------------------------------------------------------------------
June 30, 2000  For the nine months ended June 30, 2001, the Company experienced
- -------------
a net loss of $1,280,817 compared with a loss of $2,201,971 for the nine months
ended June 30, 2000.  While sales from continuing operations increased by
$39,000 from $36,000 to $75,00, general and administrative expenses decreased by
$947,604, to $326,037 for the nine months ended June 30, 2001 from $1,273,641
for the nine months ended June 30, 2000.  Interest expense increased by $98,267,
from $832,219 for the period ended June 30, 2000, to $930,486 for the period
ended June 30, 2001. The result was a decrease in net loss from continuing
operations of $921,154.

     Sales increased by $39,000 to $75,000 for the nine months ended June 30,
2001 from $36,000 for the nine months ended June 30, 2000. During the nine
months ended June 30, 2001 the  Operating Subsidiary sold three water well sites
and a right of way for $75,000. During the nine months ended June 30, 2000 the
subsidiary sold two developed lots for $36,000.

     General and administrative expenses decreased to $326,037 for the nine
months ended June 30, 2001 from $1,273,641 for the nine months ended June 30,
2000, a decrease of $947,604.  Management fees totaled $68,467 for the nine
months ended June 30, 2001, a decrease of $40,071 from the $108,538 expense for
the six months ended June 30, 2000.  Consulting fees of $6,600 for the nine
months ended June 30, 2001 decreased by $128,277  from $134,877 for the nine
months ended June 30, 2000. General and administrative expenses decreased during
this period primarily due to amortization expense which decreased by $685,622
from $685,622 for the nine months ending June 30, 2000 to zero for the three
months ended June 30, 2001.This resulted from the costs associated with the
short term unsecured loans (the "Bridge Loans").

     Interest income decreased from $19,250 for the nine months ended June 30,
2000 to $1,159 for the nine month period ended June 30, 2001.

     Interest expense increased by $98,267 from $832,219 for the nine months
ended June 30, 2000 to $930,486 for the nine months ended June 30, 2001.

     The operating loss recorded for unconsolidated subsidiaries accounted for
under the Equity method totaled $147,309 for the nine months ended June 30, 2000
This increased by $69,917 to a loss of $217,226 for the nine months ended June
30, 2001.  The Trade Ark investment comprised all of the Company's investment in
unconsolidated subsidiaries.

                                       5


     Comparison of the Three Months Ended June 30, 2001 to the Three Months
     ----------------------------------------------------------------------
Ended June 30, 2000.  For the three months ended June 30, 2001, the Company
- -------------------
experienced a net loss of $369,404 compared with a loss of $515,752 for the
three months ended June 30, 2000.  Sales from continuing operations increased by
$39,000 from $36,000 to $75,000, and general and administrative expenses
decreased by  $179,470 from $283,763 to $104,293, and interest expense increased
by $76,601, from $231,116 to $307,717 resulting in a decrease in net loss from
continuing operations of $146,348.

     Sales increased by $39,000 to $75,000 for the three months ended June 30,
2001 from $36,000 for the three months ended June 30, 2000. During the three
months ended June 30,2001, three water well sites and a right of way were sold
for total sale proceeds of $75,000. The net proceeds of $73,111 from the sales
was used for debt payments to three secured creditors. During the three ended
June 30, 2000, Two developed lots were sold for total sale proceeds of $36,000
and net proceeds of $34,969.

     General and administrative expenses decreased to $104,293 for the three
months ended June 30, 2001 from $283,763 for the three months ended June 30,
2000.  Management fees totaled $16,742 for the three months ended June 30, 2001,
a decrease of $19,437 from the $36,179 expense for the three months ended June
30, 2000.  Consulting fees of $6,600 for the three months ended June 30, 2001
decreased by $33,400 from $40,000 for the three months ended June 30, 2000.
Another cause of the decrease in general and administrative expenses was a
result of amortization expense, which decreased by $104,542 for the three months
ending June 30, 2000 to zero for the three months ended June 30, 2001. This was
due to the costs associated with the short term unsecured Bridge Loans being
fully amortized.

     Interest income decreased from $7,318 for the three months ended June 30,
2000 to $186 for the three month period ended June 30, 2001.

     Interest expense increased by $76,601 from $231,116 for the three months
ended June 30, 2000 to $307,717 for the three months ended June 30, 2001.

     The operating loss recorded for unconsolidated subsidiaries accounted for
under the Equity method totaled $39,614 for the three months ended June 30,
2001. This loss decreased by $15,424 to $24,190 for the three months ended June
30, 2001. The Trade Ark investment comprised all of the Company's investment in
unconsolidated subsidiaries.

Liquidity and Capital Resources
- -------------------------------

     Cash and cash equivalents amount to $8,274 or 0.10% of total assets at June
30, 2001, as compared with $51,932 at September 30, 2000.  The Company's
liquidity position at June 30, 2001 is not adequate to meet the Company's
liquidity requirements.  As of June 30, 2001, the Company has approximately
$10,695,250 in defaulted debt. All of the defaulted debts, except for $6,717,740
in short-term promissory notes ("Bridge Notes") discussed below, are pre-
petition obligations and collection is stayed under the Operating Subsidiary's
bankruptcy petition.

                                       6


     As of the date of this Report, the Operating Subsidiary has been in default
on a note from Resure Inc. (the "Resure Note"), in the amount of $3,500,000 plus
interest, since July 1, 1998. On April 19, 1999, a foreclosure action was
instituted by the Resure Liquidator against the Operating Subsidiary in the
Chancery Court of Pulaski County, Arkansas seeking to foreclose on approximately
701 acres of residential land in Maumelle, Arkansas (the "Maumelle Property")
that secures the Resure Note and developer's fees.  On March 24, 2000, the
Chancery Court approved a settlement whereas the Operating Subsidiary would pay
a cash payment of $3,987,353, for a full release of all claims by Resure against
the Operating Subsidiary (the "2000 Settlement Agreement").  The settlement
payment was due not later than April 24, 2000; however the Operating Subsidiary
did not meet this payment and filed a voluntary petition for bankruptcy under
Chapter 11 of the Bankruptcy Code with the Bankruptcy Court on July 21, 2000.
This pre-petition obligation is stayed under the Operating Subsidiary's
bankruptcy petition.  Management believes the 2000 Settlement Agreement with
Resure is in effect, and the balance owing on the Resure Note is $3,987,353 in
principal and interest, as of June 30, 2001.  If the 2000 Settlement is found
not to be in effect, the balance owing on the Resure Note is $4,478,062, as of
June 30, 2001.  Collection on this pre-petition debt is stayed under the
Operating Subsidiary's bankruptcy petition. See Part II, ITEM 1, "LEGAL
PROCEEDINGS."

     An unsecured note to Davister Corp. (the "Davister Note") in the amount of
$200,000 has matured, and collection on this pre-petition obligation is stayed
under the Operating Subsidiary's bankruptcy petition.

     The Bank of Little Rock line of credit in the amount of $400,000 and a line
of credit in the amount of $200,000 matured on January 11, 2001.  Although the
Company did not meet its obligations under these lines of credit, collection on
these debts are stayed under the Operating Subsidiary's bankruptcy petition.

     As of June 30, 2001, the Company has borrowed $6,717,740  from private
sources, (the "Bridge Loans").   All of these Bridge Loans have matured and are
in default.  The Bridge Loans are unsecured, however the Company  provided a
guarantee bond through New England International Surety Inc. (the "Surety") to
the Bridge Note holders.  However, management has been notified by the Surety
that it has been served with a class action suit in federal court.  As such,
even though the Company has defaulted on the Bridge  Notes, the Surety will not
be able to make interest or principal payments to the noteholders until the
action is settled.  There can be no assurance that the action will be settled or
even if it is, the Surety will be able to meet its obligations under the
guarantee bond and pay the Bridge Note holders.

     As of June 30, 2001, the Company owes $975,000   in principal and interest
to the First Arkansas Bank.  This line of credit matures on October 14, 2001.
However, collection on this pre-petition debt is stayed under the Operating
Subsidiary's bankruptcy petition.

     The Company's current liquidity problems prevents the Company from
conducting any meaningful business activities other than selling assets from the
Maumelle Property. Although management anticipates utilizing all or a portion of
the Maumelle Property to satisfy the financial requirements of the Plan filed
with the Bankruptcy Court, if approved by the court, and/or raise

                                       7


equity, there can be no assurance that the Bankruptcy Court will approve the
Operating Subsidiary's Plan or that the Company will be able to raise sufficient
capital to meet its financial requirements and cure the Company's liquidity
problems. If the Company cannot restructure its current debt, the Company's
status as a viable going business concern will be doubtful. See Part II, ITEM 1,
"LEGAL PROCEEDINGS."

     The Company presently has listed for sale approximately 188 acres of
single-family lots of the Maumelle Property for a price of between $25,000 to
$30,000 per acre. In addition, to facilitate the development and sale of single-
family and multi-family lots, the Operating Subsidiary intends to form
improvement districts, which will issue bonds and the proceeds of the sale of
such bonds will be used to construct roads, utilities and other infrastructure
improvements to the land necessary to enhance the sale of the lots to builders
and/or developers.  The Operating Subsidiary is continuing to solicit buyers for
its Maumelle Property in order to reduce its current debt and for working
capital.

     The Company is also exploring opportunities to develop and sell portions of
its Maumelle Property with joint venture partners.

Subsequent Events
- -----------------

     On February 9, 2001 the Company submitted to the Bankruptcy Court a Motion
to Sell Property Free and Clear of Liens and Claims.  The motion pertained to an
agreement with the Maumelle Water Management to sell approximately 3 acres of
residential land in Maumelle, Arkansas for a price of $25,000 per acre.  On
February 16, 2001, a creditor filed a limited objection to the Motion.  On April
16, 2001 the Bankruptcy Court issued an approval of the Motion authorizing the
sale. The Company received gross proceeds of $75,000 from the sale on May 14,
2001.  From the proceeds, the Company paid the Bank of Little Rock $9,203 in
interest due on the $200,000 note and a partial interest payment of $6,294 on
the $400,000 note, and $20,000 in interest and $27,000 in principal on the debt
owed to the First Valley Bank of Arkansas. The Company also paid $10,000 to
reduce its debt to Resure from the proceeds of the sale.

      In July, 2001 the Liquidator for Resure, Inc. submitted to the Bankruptcy
Court a Competing Plan of Reorganization and a Disclosure Statement. The
Competing Plan provides for the liquidation of Capital Development of Arkansas,
Inc.'s assets. A hearing to confirm the Competing Plan has not yet been
scheduled.

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     On July 21, 2000, the Operating Subsidiary, a wholly-owned subsidiary of
the Company that holds substantially all of the Company's assets, filed a
voluntary petition for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court, Eastern District of Arkansas.  Since
then, the Company has continued to operate its business as a debtor-in-
possession.  As such, the Operating Subsidiary is authorized to operate its
business in the ordinary course, but may not engage in transactions outside the
ordinary course of business without Bankruptcy Court approval.

     Subsequent to the Company's fiscal year-end, on November 16, 2000, the
Operating Subsidiary filed a Disclosure Statement and Plan of Reorganization
with the Bankruptcy Court to

                                       8


satisfy its existing debts. The Plan will be presented to creditors for
acceptance or rejection. Although at least two-thirds of each impaired class of
creditors and more than one-half in number of the allowed claims of the class
members entitled to accept or reject the Plan have to vote to accept it; the
Bankruptcy Court may confirm the Plan if at least one of the impaired classes
votes for it and the Bankruptcy Court finds the Plan does not discriminate
unfairly. If the Plan is confirmed, all creditors listed in the petition will be
bound by the terms and conditions set forth in the Plan. If the Plan is
rejected, the Operating Subsidiary may be forced into Chapter 7, at which point
the Operating Subsidiary will be forced to liquidate its assets to meet the
obligations of the secured creditors and if any funds are available thereafter
to meet the obligations of the unsecured creditors.

     As a result of the Operating Subsidiary's bankruptcy, all acts to collect
Pre-petition Indebtedness and to enforce other existing contractual obligations
of the Operating Subsidiary were stayed.

     Generally under the Bankruptcy Code, the Operating Subsidiary does not make
payments on Pre-petition Indebtedness until the Plan is approved by the
Bankruptcy Court.  Liabilities and obligations first incurred after the
commencement of the bankruptcy case in connection with the operation of the
Operating Subsidiary's business generally enjoy priority in right to payment
over Pre-petition Indebtedness and must be paid by the Operating Subsidiary in
the ordinary course of business.

     Under the Plan, the Operating Subsidiary proposes to satisfy in full all
outstanding amounts due to its creditors, but will modify the payment schedule
and due dates.  The Plan also proposes for the early release of certain portions
of the Maumelle Property used to secure credit lines and loans; provided minimum
amounts of principal are paid on such liens prior to the release.  See ITEM 2,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - - Liquidity and
Capital Resources."

     Upon filing the voluntary petition for bankruptcy relief under Chapter 11,
the foreclosure action instituted by the Liquidator for Resure on April 19, 2000
against the Operating Subsidiary was stayed.  The foreclosure action was filed
in the Chancery Court of Pulaski County, Arkansas (the "Resure lawsuit").  The
Resure Liquidator is seeking to foreclose on approximately 701 acres of
residential land of the Maumelle Property securing the $3,500,000 Resure Note,
which is currently in default.  The action also seeks $2,000,000 in Development
Fees the Liquidator claims the Operating Subsidiary owes under the terms and
conditions of the September 30, 1997, Settlement Agreement, which is secured by
the same 701 acres as the Resure Note.  On May 28, 1999, the Operating
Subsidiary filed an answer, generally denying the claims.

     A settlement agreement was entered between the Operating Subsidiary and
Resure and on June 24, 2000, the Chancery Court approved the settlement (the
2000 Settlement Agreement").  Under the 2000 Settlement Agreement, the Operating
Subsidiary would pay a cash payment of $3,987,353.95 for a full release of all
claims by Resure against the Operating Subsidiary.  The settlement payment was
due not later than April 24, 2000; however, the Operating Subsidiary has not
made this payment and Resure filed a Motion for Summary Judgement in the
foreclosure action

                                       9


on July 13, 2000. The Operating Subsidiary's July 21, 2000, petition for
bankruptcy stayed this action.

     On December 7, 2000, the Liquidator for Resure filed a Motion to Dismiss
the Operating Company's petition for bankruptcy under Chapter 11 of the
Bankruptcy Code, or in the alternative, Motion for the Appointment of a Trustee.
In the motion, the Liquidator for Resure alleges that the Operating Subsidiary
should have paid developer's fees to Resure on certain parcels of the Maumelle
Property that were sold subsequent to the bankruptcy petition and that this was
a diversion of funds.  The Operating Subsidiary asserts that the 2000 Settlement
Agreement is valid and as such no developer's fees were due Resure.  If the
Bankruptcy Court does not grant the Motion to Dismiss the Operating Subsidiary's
petition for bankruptcy, the Liquidator for Resure seeks to have an independent
trustee appointed and remove the Operating Subsidiary's management to oversee
its day-to-day operations.  There can be no assurance that the Bankruptcy Court
will not grant the Liquidator for Resure's Motion to Dismiss the Operating
Subsidiary's petition for bankruptcy or in the alternative its Motion for the
Appointment of a Trustee.

     Further, there can be no assurance the Plan will be approved by the
creditors and the Bankruptcy Court.  If the Plan is not approved, the
foreclosure action may proceed, and there is no assurance that the Company will
prevail in any such action.

     The Bankruptcy Court scheduled a hearing for February 21, 2001 to consider
confirmation of the Operating Subsidiary's Plan, but the hearing was continued
and the date for a new hearing is pending.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

     The Company incorporates by reference the information regarding defaults of
certain debt obligations from Part I, ITEM 2 "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF PLAN OF OPERATION - Liquidity and Capital Resources," and Part II,
ITEM 1, LEGAL PROCEEDINGS."

ITEM 5.   OTHER INFORMATION.

     The Company incorporates by reference the information in Part I, ITEM 2,
"MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION - Liquidity and
Capital Resources."

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  EXHIBITS

  EXHIBITS

  The following Exhibits are filed as part of this Report.

                                      10


11  Statement re: computation of per share earnings

     b)  REPORTS ON FORM 8-K

     None

                                 SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                               CAPITOL COMMUNITIES CORPORATION


Date: August 13, 2001          By: /s/ Michael G. Todd
                               Michael G. Todd, Chairman,
                                President and Chief Executive  Officer

Date: August 13, 2001          By: /s/ David Paes
                               Treasurer and Vice President

                                      11