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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 5, 1996
Date of Report
(Date of Earliest Event Reported)
CAPITOL COMMUNITIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 915636 88-0361144
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505
(Address of Principal Executive Offices)
Registrant's Telephone Number: 310-375-2266
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ITEM 5. OTHER EVENTS.
1. Termination of Financial Consultant Agreement. For
background relating to this topic, see "ITEM 10. RECENT SALES OF UNREGISTERED
SECURITIES" in the Company's Registration Statement on Form 10-SB filed with
the Securities and Exchange Commission on September 16, 1996.
On October 5, 1996, Capitol Communities Corporation (the "Company")
and Olsen & Associates Consulting, Inc. ("Olsen & Associates") agreed to
terminate the Financial Consultant Agreement between the Company and Olsen &
Associates, dated July 3, 1996, and amended September 9, 1996. No services had
been rendered by Olsen & Associates under the O&A Agreement, and, as a result
of certain mutual mistakes of fact, the parties agreed to release each other
from any further obligations or liabilities under the O&A Agreement. The stock
options that had been granted to Olsen & Associates under the O&A Agreement
were cancelled and the Company was relieved of its obligation to issued common
stock thereunder.
2. Jens Olsen Financial Consultant Agreement. On October 7,
1996, the Company entered into a Financial Consultant Agreement with Mr. Jens
Olsen ("Olsen") (the "Olsen Consultant Agreement"). Under the Agreement, Olsen
is entitled to a consulting fee of $300,000 and options to purchase up to
500,000 shares of the Company's common stock at prices ranging from $2.00 per
share to $4.00 per share. Such options are exercisable upon the filing of this
Form 8-K and compliance with applicable state securities laws. Pursuant to the
registration rights granted to Olsen in connection with the Olsen Consultant
Agreement, the Company has filed an effective Registration Statement on Form
S-8 registering the issuance of any common stock that may be issued to Olsen
upon the exercise of the stock options.
A copy of the Olsen Consultant Agreement is attached hereto as Exhibit
10.1 and is incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No.
Exhibit 10.1 Financial Consultant Agreement, dated October 5, 1996.
SIGNATURES
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Pursuant to the requirements of the Securities and Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: October 18, 1996 CAPITOL COMMUNITIES CORPORATION
BY: /s/ Michael G. Todd
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Michael G. Todd
President and Chairman of
the Board
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EXHIBIT INDEX
Exhibit Description
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10.1 Financial Consultant Agreement dated
October 7, 1996, between Capitol
Communities Corporation and Jens Olsen