UNITED STATES
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
Date of Report (Date of earliest event reported)
December 30, 2004
Capitol First Corporation.
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(Exact name of registrant as specified in its charter)
Nevada 0-23450 88-0361144
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7100 Camino Real Boulevard
Suite 402
Boca Raton, FL 33433
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(561) 417-7115
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01 OTHER EVENTS
On December 30, 2004, Capitol First Corporation (the "Company") filed a civil
lawsuit ("Lawsuit") in the United States District Court of New Jersey against
Michael G. Todd, Prescott Investment L.P., David Ryan, Kirlin Securities, Inc.,
Edward Durante, Christopher Brown, Old Monmouth Stock Transfer Co., Inc. and
Steven Telsey. This Lawsuit relates to actions taken by Mr. Todd and the other
defendants in connection with Mr. Todd's sale of shares of the Company's common
stock during the period between October 2001 and March 2002 and whether Mr. Todd
properly fulfilled his fiduciary duties as an officer, director and controlling
shareholder of the Company during the relevant time periods described in the
complaint. The Company is seeking return of any short-swing profits (as defined
in Section 16 of the Exchange Act) that Mr. Todd made from his undisclosed sales
of the Company's common stock, compensatory damages, punitive damages,
restitution, and attorney's fees and costs and expenses that the Company has
incurred in defending itself in a shareholders derivative lawsuit, which was
filed against the Company on August 5, 2004 and is further described in Item 3,
Legal Proceedings, of the Company's Annual Report on Form 10-KSB which was filed
with the Securities and Exchange Commission on December 29, 2004.
Boca First Capital, LLP ("Boca First"), a principal shareholder that owns
approximately 55.2% of the Company's common stock, along with its general and
limited partners is also a plaintiff in the Lawsuit. Boca First is seeking
damages from Mr. Todd related to its stock exchange agreement dated April 2002
in which Boca First acquired 64.6% of the Company's issued and outstanding
common stock from Mr. Todd.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: January 6, 2005
Capitol First Corporation
/s/ ASHLEY BLOOM
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Ashley Bloom
Acting Chief Executive Officer and
Acting President
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