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, 2001
                             ---------------------------------------------------
                   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:

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PART 1 - REGISTRANT INFORMATION

Capitol Communities Corporation
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Full Name of Registrant

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Former Name if Applicable

25550 Hawthorne Boulevard
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Address of Principal Executive Office (Street and Number)

Torrance, CA 90505
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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,  Capital Development of Arkansas, Inc. (the "Operating
Subsidiary")  filed a  voluntary  petition  for relief  under  Chapter 11 of the
United States  Bankruptcy  Code in the United State  Bankruptcy  Court,  Eastern
District of Arkansas.  Due to the expense and time required for filings with the
Bankruptcy  Court and given  the  Company's  limited  financial  resources,  the
Company  submits  that it is an  unreasonable  burden  and  expense  to file its
Quarterly  Report on form 10- QSB by February 14, 2002.  The Company  intends to
file its Quarterly Report by no later than February 19, 2002.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification.

      Michael G. Todd                              (310)           375-2266
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         (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).                          [X] Yes   [ ] No

(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.

         The Company anticipates a loss of approximately  $619,381 for the three



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months ended  December  31,  2001,  compared to a loss of $476,486 for the three
months ended  December 31, 2000.  The increase was primarily from an increase in
operating expenses.





                         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, 2002               By /s/ Michael G. Todd
     -----------------------                ------------------------------------
                                            Michael G. Todd, Chairman, President
                                            and Chief Executive Officer





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