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
September 27, 2002
Date of Report
(Date of Earliest Event Reported)
CAPITOL COMMUNITIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 0-23450 88-0361144
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
900 N. Federal Highway, Suite 410, Boca Raton, FL 33432
(Address of Principal Executive Offices)
Registrant's Telephone Number:561-237-0776
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 27, 2002, Capitol Communities Corporation (the "Company")
modified a line of credit it has with Boca First Capital LLLP ("Boca First"), a
Florida limited liability limited partnership, and the controlling shareholder
of the Company (see the Company's Report on Form 8K filed with the Securities
and Exchange Commission on July 30, 2002, for information on Boca First and the
change of control). The line of credit was first entered into between the
Company and Boca First on April 26, 2002, and subsequently modified to increase
the line of credit from $3,000,000.00 to $4,000,000.00 and to extend the
maturity date from November 1, 2003 to November 1, 2004. The line of credit has
an initial interest rate of ten percent (10%) per annum and will, on a quarterly
basis, adjust to a rate which is equal to the greater of ten percent per annum
or one percent (1%) above the prime rate, as published in The Wall Street
Journal, in effect on that date.
As collateral for the line of credit, the Company has pledged
substantially all the assets of its wholly-owned subsidiary, Capitol Development
of Arkansas, Inc. (the "Operating Subsidiary"). The pledged assets include as
follows: 1,000 shares of common stock of the Operating Subsidiary owned by the
Company, representing one hundred percent of the issued and outstanding shares;
the 35.16 percent interest in TradeArk Properties, LLC, a Michigan limited
liability company which owns viatical life settlement contracts and real
property in Maumelle, Arkansas; two notes receivable payable on October 31, 2002
and March 26, 2005 with a face value of $1,070,000.00 and 1,000,000.00,
respectively, with an annual rate of interest of 6.25%; and real property of
approximately 250 acres located in Maumelle, Arkansas.
The line of credit is being used by the Company to fulfill its debt
obligations and for operating capital.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) (b) None
(c) EXHIBITS
The following Exhibits are filed as part of this Report.
10.45 Business Loan Agreement, dated April 26, 2002.
10.46 Promissory Note, dated April 26, 2002.
10.47 Note Modification Agreement, dated May 15, 2002.
10.48 Collateral Security Agreement (Stock Pledge), dated April 26,
2002.
10.49 Loan & Note Modification Agreement, dated September 27, 2002.
10.50 Collateral Security Agreement (Promissory Note Pledge), dated
September 27, 2002.
10.51 Collateral Security Agreement (TradeArk Membership Interest
Pledge), dated September 27, 2002.
10.52 Mortgage, dated September 27, 2002.
SIGNATURES
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 7, 2002 CAPITOL COMMUNITIES CORPORATION
BY: /s/ Michael G. Todd
----------------------------
Michael G. Todd
President and Chairman of
the Board