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

                                January 24, 2003
                                 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: 561-417-7115


















ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

         On  January  24,  2003,  Capitol  Development  of  Arkansas,   Inc.,  a
wholly-owned Arkansas corporation of Capitol Communities Corporation, the Issuer
(hereinafter  collectively  referred  to as  the  "Company"),  entered  into  an
Agreement   Dissolving  Limited  Liability  Company   ("Agreement")  with  Trade
Partners,  Inc., a Michigan corporation.  Under the terms of the Agreement,  the
Company and Trade Partners,  Inc., the two members of TradeArk  Properties,  LLC
("TradeArk"), a Michigan limited liability company, agreed to dissolve TradeArk,
effective  immediately.  For its 35.16 percent membership interest,  the Company
received  approximately  251  acres  of real  property  located  in the  City of
Maumelle,   the  County  of  Pulaski,   Arkansas.   The  Company   also  assumed
approximately  three million five hundred  thousand dollars  ($3,500,000.00)  in
debt held by New Era Inc., and secured by the real property.  Approximately  258
acres of real property were originally contributed to TradeArk by the Company in
June 1999,  when the limited  liability  company was formed by the two  members.
Since the real property was contributed,  approximately six and one-half (6 1/2)
acres have been sold by TradeArk.  The  remaining  real property is comprised of
single family, multi-family and commercial land.

         Under the Agreement,  Trade  Partners,  Inc.,  received life settlement
contracts valued at eight million three hundred  thousand  dollars  ($8,300,000)
which were originally  contributed by Trade Partners,  Inc., to TradeArk for its
64.84 percent membership interest.

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.

         10.53  Agreement Dissolving Limited Liability Company dated
                January 24, 2003.


                                   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: February 03, 2003                  CAPITOL COMMUNITIES CORPORATION



                                          BY:   /s/ Michael G. Todd
                                                -----------------------------
                                                    Michael G. Todd
                                                    President and Chairman of
                                                    the Board