UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 27, 2005
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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
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Not Applicable
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[X] 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))
Item 7.01. Regulation FD
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On January 27, 2005, Capitol First Corporation issued a press
release announcing the approval by its board of directors of a 1-for-2,000
reverse stock split, subject to stockholder approval, for the principal purpose
of terminating its status as a reporting company under the federal securities
laws. A copy of the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibit 99.1 - Capitol First Corporation's press release relating to
the reverse stock split, dated January 27, 2005.
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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 hereunto duly authorized.
CAPITOL FIRST CORPORATION
Date: January 27, 2005 By: /s/ ASHLEY BLOOM
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Name: Ashley Bloom
Title: Acting Chief Executive Officer
and Acting President
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Exhibit Index
Exhibit No. Description
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99.1 Press Release dated January 27, 2005.
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