UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington , D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Check One: Form 10-K [X] Form 20-F Form 11-K [ ] Form 10-Q Form N-SAR
For Period Ended: September 30, 2002
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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
Former Name if Applicable
900 N. Federal Highway, Suite 410
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Address of Principal Executive Office (Street and Number)
Boca Raton, Florida 33432
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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 17, 2002, Boca First Capital, LLLP ("Boca First"), a Florida
limited liability limited partnership acquired control of Capitol Communities
Corporation (the "Company"). Due to this change of control, the Company has
relocated its principal place of business to Boca Raton, Florida, and
accordingly has been in the process of consolidating its accounting departments
from Arkansas and California to Florida. Because of this consolidation and given
the Company's limited financial resources, the Company submits that it is an
unreasonable burden and expense to file its Annual Report on form 10-KSB by
December 29, 2002. The Company intends to file its Annual Report by no later
than January 13, 2003.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Michael J. Todd (561) 417-7115
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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.
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The Company anticipates revenues of 8,504,740.00 for the fiscal year
ended September 30, 2002, compared to revenues of $258,851.00 for the fiscal
year ended September 30, 2001.
The increase in revenues for the fiscal year ended September 30, 2002 was
primarily due to increase land sales from the Company's inventory of real
property located in Maumelle, Arkansas.
Capitol Communities Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date December 27, 2002 By /s/ Michael G. Todd
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Michael G. Todd, Chairman, President and Chief
Executive Officer