UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Check One: Form 10-K Form 20-F Form 11-K [X] Form 10-Q Form N-SAR For Period Ended: December 31, 2000 _____________________________________________ Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Report on Form 10-Q Transition Report on Form N-SAR For the Transition Period Ended:_______________________________ If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _____________________________________________________________________________ PART 1 - REGISTRANT INFORMATION Capitol Communities Corporation _____________________________________________________________________________ Full Name of Registrant ________________________________________________________________________________ Former Name if Applicable 25550 Hawthorne Boulevard ________________________________________________________________________________ Address of Principal Executive Office (Street and Number) Torrance, CA 90505 ________________________________________________________________________________ City, State and Zip Code PART II - RULES 12b-25(b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate) (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the [X] fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. PART III - NARRATIVE State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period. On July 21, 2000, Capitol Communities Corporation's (the "Company") wholly- owned subsidiary, Capitol Development of Arkansas, Inc. (the "Operating Subsidiary"), filed for Chapter 11 with the United States Bankruptcy Court, Eastern District of Arkansas. The Company has just completed filing a Reorganization Plan with the Bankruptcy Court making it an unreasonable burden and expense to prepare its Quarterly Report on Form 10-QSB by February 14, 2001. The Company intends to file its Quarterly Report by no later than February 19, 1999. PART IV - OTHER INFORMATION (1) Name and telephone number of person to contact in regard to this notification. Michael G. Todd (310) 375-2266 ________________________________________________________________________________ (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [ ] 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. (3) Is it anticipated that any significant change in results of operations from the corresponding period of the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. 2 The Company expects a loss for the three months ended December 31, 2000 of approximately $476,486 compared with a loss of $873,685 for the three months ended December 31, 1999. The difference was primarily due to a decrease in General and Administrative Expenses for the three months ended December 31, 2000. - -------------------------------------------------------------------------------- Capitol Communities Corporation -------------------------------------------------------------- (Name of Registrant as Specified in Charter) has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized. Date February 14, 2001 By /s/ Michael G. Todd ----------------------- ---------------------------------------- Michael G. Todd, Chairman, President and Chief Executive Officer 3