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, 2002
                            -----------------
                  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:
                                               ---------------------------------

PART 1 - REGISTRANT INFORMATION

Capitol Communities Corporation
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Full Name of Registrant

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Former Name if Applicable

900 North Federal Highway
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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,
    [X]        will be filed on or before the  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.

         The Company is in the process of consolidating its financial accounting
department  to its new  principal  place  of  business  located  in Boca  Raton,



Florida.  Due to the consolidation,  it would be an undue burden and hardship to
file its Report on Form 10-QSB by February 14, 2003.

PART IV - OTHER INFORMATION

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

Elizabeth Brandon-Brown                         (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.

         The Company  anticipates  a gain of $13,587 for the three  months ended
December 31, 2002,  compared to a loss of $2,048,010  for the three months ended
December 31, 2001. The increase for the three months ended December 31, 2002 was
primarily due to a decrease of $1,588,743 in general and administrative expenses
and $238,378 in interest expenses for the three months ended December 31, 2001.



                         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 February 14, 2003                  By /s/ Michael G. Todd
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                                        Michael G. Todd, Chairman, President and
                                        Chief Executive Officer