UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only
[X] Definitive Information Statement

Capitol Communities Corporation
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(Name of Registrant as Specified in Charter)

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[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and O-11.

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
O-11(a)(2) and identify the filing for which the offsetting fee was paid
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CAPITOL COMMUNITIES CORPORATION
900 North Federal Highway, Suite 410
Boca Raton, Florida 33432
-------------------------

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD SEPTEMBER 23, 2003

To Our Stockholders:

The Annual Meeting of Stockholders of Capitol Communities Corporation
(the "Company") will be held Tuesday, September 23, 2002, at 10 a.m. Eastern
Standard Time, at the offices of the Company, 900 North Federal Highway, Suite
410, Boca Raton, Florida 33432.

The purposes of the meeting are:

1. To elect a Board of Directors to serve for the ensuing year;

2. To consider and act upon such other matters as may properly come
before the meeting or any adjournment thereof.

Holders of the Company's Common Stock of record at the close of
business on August 8, 2003, are entitled to receive notice of and to vote at the
meeting.

The accompanying Information Statement is furnished on behalf of the
Board of Directors of the Company, pursuant to Section 14(c) of the Securities
and Exchange Act of 1934 (the "Exchange Act"), to provide notice of the
Company's Annual Meeting of Stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

For the Board of Directors

/s/ Michael G. Todd
-------------------------------
Michael G. Todd, President

September 3, 2003

CAPITOL COMMUNITIES CORPORATION
900 N. Federal Highway, Suite 410
Boca Raton, Florida 33432

INFORMATION STATEMENT
Annual Meeting of Shareholders
September 23, 2003

This Information Statement is being furnished on behalf of the Board of
Directors of Capitol Communities Corporation (the "Company") to provide notice
of the Company's Annual Meeting of Stockholders to be held Tuesday, September
23, 2003, at 10 a.m. Eastern Standard Time at the principal place of business of
the Company, 900 N. Federal Highway, Suite 410, Boca Raton, Florida 33432. This
Information Statement is first being mailed or provided to stockholders of the
Company on or about September 3, 2003.

WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.

VOTING AT MEETING

This Information Statement is first being sent or given to stockholders
on or about September 3, 2003. The common stock, $0.01 par value (the "Common
Stock") of the Company is the only outstanding class of voting securities of the
Company. Stockholders of record at the close of business on August 8, 2003, the
record date for determining stockholders entitled to notice, are the only
stockholders entitled to vote at the meeting. As of the record date, there were
25,550,361shares of Common Stock outstanding and approximately 976 holders of
the Common Stock. Each record holder of the Company's Common Stock is entitled
to one vote for each share of common stock held.

The shares owned by Boca First Capital LLLP, a Florida limited
liability limited partnership ("Boca First Capital"), the controlling
shareholder of the Company, will be voted for the election of directors
recommended by the Board of Directors. See also discussion below, "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."

QUORUM FOR MEETING

The By-Laws of the Company require, for a quorum, the presence at the
meeting in person or by proxy, of the holders of a majority of the shares of
capital stock of the Company entitled to vote.

ELECTION OF DIRECTORS

Three (3) directors are to be elected to hold office for one year or
until their successors are elected and qualified. The Company has been informed
that Boca First Capital intends to nominate and cast its votes for the persons
named below. The affirmative vote of a majority of the shares of Common Stock
represented at the Annual Meeting is required to elect a director.

As of August 8, 2003, Boca First Capital is the beneficial owners of
approximately 16,000,000 shares or 62.6% of the Common Stock of the Company, and
as such can elect the three Directors named below to the Company's Board of
Directors at the stockholders annual meeting.

Brief biographies of the nominees for the Board of Directors of the
Company, setting forth the nominees ages as of August 8, 2003, an account of
their business experience and other information appear below. All such nominees
are members of the present Board of Directors.

Michael G. Todd 54. Mr. Todd has served as a Director and President of the
Company since 1995. He is also the sole Director and President of the Company's
wholly-owned subsidiary, Capitol Development of Arkansas, Inc. Mr. Todd has
extensive experience in the banking industry, having been the President and
Chief Executive Officer of two Southern California banks, Orange City Bank and
Bay Cities National Bank. Mr. Todd is a limited partner of Boca First Capital,

the controlling shareholder of the Company, and a managing member of Addison
Capital Group LLC ("Addison"), the general partner of Boca First Capital.

Raymond C. Baptista 60: Mr. Baptista has been a Director of the Company since
May 2001. Mr. Baptista has 25 years experience in banking and finance, both
nationally and internationally. He has also been actively involved in real
estate acquisitions and development and was president and CEO of a national real
estate management company. Mr. Baptista served as the Company's Vice President
of Finance since October, 1997 until his resignation in December 2002.

Thomas Blake 70: Mr. Blake has been a Director of the Company since March 1997.
Mr. Blake is the Director, Business/Finance, of Glenwood L. Garvey Associates,
an urban planning and consulting firm. As Special Advisor to Self-Cleaning
Environments USA, Inc., a manufacturer of environmentally friendly waste
disposal units, Blake provides consulting services regarding business planning,
financing, and marketing. He is the founder and former principal of Thomas C.
Blake Consulting, an advisory service firm, and was Chief Executive Officer of
Interstate Group Administrators, Inc., a benefit services company. He is a
director of West Coast Savings & Loan and formerly was a director of various
other financial institutions

The Board of Directors held ten (10) meetings or meetings by
teleconference during the fiscal year ended September 30, 2002. All Directors
attended or participated by teleconference at least eighty percent of the
meetings. The Company has no audit, nominating or compensation committees.

EXECUTIVE OFFICERS

The By-Laws of the Company provide for the election of executive
officers annually at the meeting of the Board of Directors following the annual
meeting of stockholders. Executive officers serve until their successors are
chosen and qualified or until their death, resignation or removal.

Brief statements setting forth the age, as of the date of this
Information Statement, the offices held and the business experience during the
past five years of each executive officer appearing below.

Michael G. Todd 54: Chairman of the Board and President. For the biography of
Mr. Todd see "Election of Directors."

Ashley Bloom 29: Vice President. Mr. Bloom is a certified public accountant and
has been involved in real estate development since 1998, primarily in South
Florida. Prior to developing real estate, Mr. Bloom was an associate in the
South Florida Financial Advisory Services of Coopers & Lybrand LLP, with a focus
on litigation consulting and corporate finance, including cash flow budgeting,
financial modeling, economic analysis and financial due diligence. Mr. Bloom is
the son of Howard Bloom, a limited partner of Boca First, the controlling
shareholder of the Company. Mr. Bloom was appointed Treasurer by the Board on
March 31, 2003, subsequent to the resignation of David Paes as Treasurer of the
Company.

RELATED TRANSACTIONS

Services Provided by Affiliated Companies

The Company has paid fees or expects to pay fees to certain affiliated
companies for various types of services for the fiscal year ended September 30,
2002. These arrangements are summarized below.

MAUMELLE ENTERPRISES, INC. AGREEMENT The Company had an oral agreement with
Maumelle Enterprises, Inc., until the first quarter of the current fiscal year
ended 2003, to provide management and administrative services for the Maumelle
Property. Maumelle Enterprises provided services to manage the Company's
inventory of property, oversees any sale of property, and manages administrative
matters such as ensuring payment of taxes, mortgages and other expenditures

incurred in management of the property. Maumelle Enterprises also represented
the Company at local and state hearings that may affect the Company's property.
David Paes and Mary Peyton each own 50% of the outstanding shares of Maumelle
Enterprises, as of the date of this Report. Mary Peyton, the President of the
Home Construction Subsidiary, received a salary of $24,000 per annum as an
officer of Maumelle Enterprises. David Paes, an officer of the Company until
March 2003, received a salary of $58,800 per annum and $84,000 for a portion of
the year, as an officer of Maumelle Enterprises.

For the fiscal year ended September 30, 2002, the Company paid Maumelle
Enterprises $22,173 in expenses, which included overhead expenses, and salaries.
No management fees were accrued during the fiscal year ended September 30, 2002.
The Company entered into an agreement with Maumelle Enterprises on September 12,
2002, to pay a pre-petition debt of $66,000 for previous management fees and
overhead expenses due to Maumelle Enterprises. The agreement designates that
Maumelle Enterprises will receive $11,000 a month, commencing September 13,
2002, for a total of six equal payments with payments due on the 15th of each
month. The Company had paid Maumelle Enterprises $11,000 as of September 30,
2002, and $33,000, as of December 15, 2002. The Company paid the balance in a
non-cash transfer and cancellation of debt.

CENTURY 21 METRO, INC. Century 21 Metro, Inc. ("Century 21"), an
Arkansas corporation, is a real estate agency wholly-owned by Mary Peyton,
president of the Home Construction Subsidiary. Century 21, from time to time has
listed portions of the Maumelle Property for sale, but the Company has no
agreement or obligation to list any or all of the Maumelle Property with Century
21. During the fiscal year ended September 30, 2002, the Company paid Century 21
$110,000 in listing commission for the sale of 451 acres of the Maumelle
Property to Maumelle Valley, LLC, and $10,000 listing commission on the sale of
289 acres of the Maumelle Property to West Maumelle L.P.

SUBLEASING OF OFFICE SPACE. The Company subleased its principal office
space in Torrance, California from DTC, a California partnership, until July 22,
2002, when as part of the change of control, the Company moved its principal
place of business from Torrance, California to 900 N. Federal Highway, Suite
410, Boca Raton, Florida 33432. The Company paid DTC the total of $24,506 from
October 1, 2001 through July 21, 2002. The Company subleases the Boca Raton
office from B&G Acceptance Corp., a Florida corporation controlled by a
beneficial owner of Boca First. The Company pays $2,200 a month for the office
space and has paid a total of $18,000 for office space and expenses, as of
September 30, 2002. The Company plans to continue to sublease its office space
from B&G Acceptance Corp., on a month to month basis.

CHANGE OF CONTROL. On July 17, 2002, Boca First acquired control of
Capitol Communities Corporation (the "Company") in an exchange of 16 million
shares of Common Stock of the Company held by Michael G. Todd, the Company's
president, and Prescott Investments, L.P. ("Prescott"), a Nevada limited
partnership beneficially owned by Mr. Todd for a combined 33% interest in Boca
First. Boca First is controlled by its general partner, Addison, a Nevada
limited liability company. The manger/members of Addison as of the fiscal year
ended September 30, 2002 were Howard Bloom, an individual residing in the State
of Florida, Kenneth Richardson, an individual residing in the State of Florida
and Michael G. Todd, an individual residing in the State of California ("Addison
Managers"). Effective December 31, 2002, Mr. Richardson rescinded his membership
interest in Boca First Capital and sold his Addison membership interest to Diane
Bloom, the spouse of Mr. Bloom.

SUBSEQUENT EVENTS

DEBT OFFERING. The Company is currently offering $3,000,000 in debt
securities ("Debt Notes"). The Notes will bear interest at a rate of 8% per
annum, with interest payable monthly. The entire principal and any accrued
interest will be due and payable three years after the closing date. The Company
has signed an agreement with the Noble International Investments, Inc. ("Noble")
to assist it in the debt offering and will pay Noble 2% of the aggregate
offering price for such services and 2% for expenses. If the offering is
successful, the Company intends to use the proceeds primarily for acquisitions,
real estate development and/or collateralized lending. Approximately $700,000
will be used for operating capital. There can be no assurance, however, that the
Company will be able to successfully complete the offering. The Debt Notes will
be secured by approximately 250 acres of the Company's real property located in

Maumelle, Arkansas, known as Tract A. Boca First Capital has agreed that if the
offering is successful, it will subordinate its first mortgage on Tract A to the
Debt Notes.

The Company also has signed a six month consulting agreement with Noble to
assist the Company in structuring and determining potential acquisitions. For
such services the Company has agreed to pay Noble a fee of $10,000 a month and
1,000,000 shares of common stock with registration rights.

Readers should carefully review the other documents the Company files
from time to time with the Securities and Exchange Commission (the "SEC"),
including without limitation the Company's Quarterly Reports on Form 10-QSB for
the periods ended December 31, 2002, March 31, 2003 and June 30, 2003 and the
Annual Report on Form 10-KSB for the period ended September 30, 2002.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of shares of
Common Stock as of September 30, 2002, for (i) each person who is known by the
Company to be the beneficial owner of more than a 5% interest in the Company,
(ii) directors of the Company, (iii) the sole "named executive officer" of the
Company, as defined in Item 402(a)(2) of SEC Regulation S-B, and (iv) the
directors and named executive officers of the Company as a group. Unless
otherwise indicated in the footnotes, all such interests are owned directly, and
the indicated person or entity has sole voting and investment power.

Name and
Title of Class address of Amount and Percent of
beneficial nature of bene- class
owner(1) ficial owner

Common Stock Michael G. Todd(2) 16,706,851 shares 65.2%

Common Stock Raymond Baptista 0 shares 0%

Common Stock Ashley Bloom(3) 35,000 shares 0.14%

Common Stock David Paes(4) 50,000 shares 0.20%

Common Stock Thomas Blake(5) 2,000,000 7.86%

Common Stock Boca First Capital(6) 16,000,000 62.84%

Common Stock Howard Bloom(7) 16,090,000 63.20%

Common Stock Kenneth Richardson(8) 16,200,000 63.63%

Common Stock Director and Executive
Officers as a Group 18,741,851shares 74.95%

(1) Unless otherwise indicated, the address of the beneficial owner is 900
N. Federal Highway, Suite 410, Boca Raton, Florida 33432.

(2) 506,851 of these shares are owned by Prescott Investments, L.P. Michael
G. Todd is the sole managing member of Granite Industries LLC, which is
the managing general partner of Prescott LP. Todd is the sole "named
executive officer" of the Company, as defined in Item 402(a)(2) of SEC
Regulation S-B. Mr. Todd also has a beneficial interest in 16,000,000
shares owed by

Boca First Capital LLLP, the controlling shareholder of the Company.
Mr. Todd is a managing member of Addison Capital Group, LLC, a Nevada
limited liability company, the general partner of Boca First Capital
LLLP. Todd is the sole "named executive officer" of the Company, as
defined in Item 402(a)(2) of SEC Regulation S-B.

(3) Ashley Bloom, vice president, was appointed treasurer of the Company in
March 2003, upon the acceptance of David Paes' resignation by the Board
of Directors.

(4) David Paes resigned as the Company's vice president and treasurer in
March 2003.

(5) Thomas Blake. On December 23, 2002, Blake assigned his 2,000,000 shares
of the Company's common stock to MB 2002 LLC, an entity owned and
controlled by Howard Bloom, a controlling shareholder of Boca First
Capital.

(6) Boca First Capital LLLP, a Florida limited liability limited
partnership, is the controlling shareholder of the Company. The
president of the Company and Howard Bloom through the entity MB 2002
LLC, are the limited partners of Boca First Capital. Mr. Todd, Howard
Bloom and Diane Bloom, Mr. Bloom's spouse, are the managing members of
Addison Capital Group, LLC, a Nevada limited liability company, and the
general partner of Boca First Capital LLLP.

(7) Howard Bloom has a beneficial interest in 16,000,000 shares owed by
Boca First Capital, the controlling shareholder of the Company. Mr.
Todd is a managing member of Addison Capital Group, LLC, a Nevada
limited liability company, the general partner of Boca First Capital
LLLP, and indirectly controls 90,000 shares held by his spouse and
daughter. Subsequent to the fiscal year end, Mr. Bloom was assigned
indirectly 2,000,000 shares from Mr. Blake, and purchased 25,000 shares
which he owns directly. See "Footnote (5)" above.

(8) Kenneth Richardson had a beneficial interest in 16,000,000 shares owed
by Boca First Capital, the controlling shareholder of the Company until
December 31, 2002 when he reassigned his interest in Boca First Capital
back to the limited liability limited partnership. At the same time,
Mr. Richardson also sold his membership interest in Addison to Diane
Bloom, the spouse of Howard Bloom. Mr. Richardson also owns directly
200,000 shares of the Company's Common Stock.

BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Exchange Act requires the Company's executive
officers and directors, as well as beneficial owners of more than 10 percent of
any class of securities which is registered under the Exchange Act to file
initial reports of ownership and reports of changes in ownership of securities
of the Company with the Securities and Exchange Commission (the "SEC").
Executive officers and directors are required to furnish the Company with copies
of all reports filed with the SEC. Based solely on a review of the copies of
such reports furnished to the Company during the fiscal year ended September 30,
2002, all beneficial ownership reports required to be filed pursuant to Section
16(a) by directors, officers and beneficial owners of 10% of the Company's
outstanding Common Stock have been filed.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFERS

The following table sets forth certain information with respect to the
compensation that was paid for the fiscal year ended September 30, 2002, to the
Company's executive officers.

The following table sets forth the aggregate compensation paid by the
Company for services rendered during the period indicated:

SUMMARY COMPENSATION TABLE

Long-Term Compensation

Annual Compensation Awards Payouts

(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name Other Securities All
and Annual Restricted Underlying Other
Principal Compen- Stock Options/ LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs(#) Payouts($) sation($)
- -------- ---- --------- -------- ------------ ----------- ---------- ---------- ---------

Michael 9/30/02 $190,000(1) 0 16,000,000(2) 0 200,000(3) 0 0
Todd,
Chairman/
President

(1) Michael G. Todd has been employed as President of the Company since November
1994. During the fiscal year, Mr. Todd was paid $85,000, and accrued $105,000 in
compensation for the period October 1, 2001, through September 30, 2002. Due to
the financial condition of the Company, Mr. Todd's employment contract was
modified on April 24 2002, to reflect a salary of $10,000 per month. Mr. Todd
has agreed, as of September 27, 2002, to forego and cancel all salary until the
Company is in a financial position to pay such expenses.

(2)Mr. Todd exchanged $500,000 in deferred salary and other compensation to pay
for 10,000,000 shares of the Company's common stock issued at $0.05 per share.

Mr. Todd exchanged $300,000 in deferred salary and other compensation for
6,000,000 shares of the Company's common stock purchased by Prescott Investments
L.P. ("Prescott"), a Nevada limited partnership beneficially owned by Mr. Todd,
at a price of $0.05 per share. Prescott executed a promissory note on October
15, 2001 in the amount of $300,000 for the sale of stock. The note is due and
payable on March 31, 2002, but has been extended to September 30, 2003, and has
an interest rate of six percent (6%) per annum. In April 2002, Mr. Todd
exchanged the 16 million shares for a membership interest in Boca First Capital.

(3) On April 18, 2002, the Company issued Mr. Todd options, available under the
Company's Non-Qualified Employee Incentive Stock Plan for 200,000 shares of
common stock at an exercisable price of $0.045 per share. Mr. Todd exercised the
200,000 options on September 18, 2002, and exchanged $9,000.00 in deferred
salary and compensation for the option price.

The Company has a five-year written agreement with Mr. Todd to perform
the duties of President, but as of September 27, 2002, Mr. Todd has agreed to
suspend the terms of the agreement and has canceled all salary due him from
September 27, 2002, to the date of this Report.

EQUITY COMPENSATION PLAN INFORMATION(1)

Plan No. of Securities Weighted-average No. of securities re-
Category to be issued upon exercise price of maining available
exercise of out- outstanding options, for future issuance under
standing options, warrants & rights equity compensation plan
warrants & rights (excluding securities reflect-
ed in column
(a) (1) (b)(2) (c)
Non-Qualified
Employee Incent-
ive Stock Plan 3,000,000 N/A 525,000
Approved by
Security Holders(3)

Total 3,000,000 N/A 525,000

(1) Column (a) represents stock options granted under the February 20, 2002,
Employee Stock Plan ("Employee Plan"), authorized by the Board of Directors and
approved by a majority of security holders. (2)Determined at the date of option
based on the average of the high and low prices of the Common Shares for the
last five days prior to the date of the option grant, as reported by the
National Quotation Bureau, Inc. ("NQB"). (3)The Employee Plan was voted and
approved by a majority of shareholders on February 20, 2002.

Non-Qualified Employee Incentive Stock Plan

The Company registered 3,000,000 shares of common stock par value
$0.01, filed on Form S-8 with the Securities and Exchange Commissions on March
6, 2002. The shares of common stock are to be offered or sold pursuant to the
Employee Stock Plan, dated February 20, 2002 authorized by the board and
directors and approved by a majority of security holders. The options granted
under the Employee Plan must be exercised no later than 10 years from the option
date and the exercise price must be fair market value or greater, as determined
on the option grant date.

DIRECTOR COMPENSATION

Outside directors are compensated for their services in the amount of
$500 per month. The amount of deferred director compensation for the fiscal year
ended September 30, 2002 was $4,500. The deferred director compensation for
outside director, Thomas Blake in the amount of $18,500 for the period ended
September 30, 2001, has been exchanged for the issuance of 2,000,000 shares of
common stock at a price of $0.05 per share. Mr. Blake has agreed to defer any
compensation for the fiscal year ended September 30, 2003, until the Treasurer
of the Company determines that sufficient funds are available to make such
payments.

COMMITTEES OF THE BOARD The Board has not established an Audit Committee and a
Compensation Committee, but intends to establish such committees during the
fiscal year ended September 30, 2003. The Company intends that the committees
will consist of at least one "Independent Director" who is not an Officer.

INDEPENDENT PUBLIC ACCOUNTANTS

The accounting firm of Joel S. Baum, P.A., has served as the
independent auditors of the Company for the fiscal year ended September 30,
2002, and has been appointed by the Board of Directors to serve as the Company's
independent auditors for the fiscal year ending September 30, 2003. The
accounting firm of Joel S. Baum has informed the Company that it will not have
representatives at the Company's Annual Meeting.

AUDIT FEES

The Company's outside auditors billed an aggregate of $27,500 for
professional services rendered for the audit of the Company's annual financial
statements for the year ended September 30, 2002, and for the reviews of the
financial statements included in the Company's quarterly statements on Form
10-QSB for that year.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

None.

ALL OTHER FEES

No other fees were billed to the Company by its principal accountant,
other than audit fees discussed above, "AUDIT FEES."

SUBMISSION OF STOCKHOLDER PROPOSALS

Any proposal intended to be presented by a stockholder at the Company's
2003 Annual Meeting of Stockholders must be received in writing at the Company's
principal executive offices by December 15, 2003 so that it may be considered by
the Company for inclusion in the proxy statement and form of proxy or in the
information statement relating to the meeting.

By Order of the Board of Directors

September 3, 2003 /s/ Michael G. Todd
---------------
Michael G. Todd, President