CAPITAL BRANDS INC
10-C, 1996-05-31
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-C

                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13A-17
                              OR 15D-17 THEREUNDER

                              CAPITAL BRANDS, INC.
                        (Exact name of issuer in charter)


              1225 BROKEN SOUND PARKWAY, BOCA RATON, FLORIDA 33481
                    (Address of principal executive offices)


Issuer's telephone number, including area code         (407) 994-8585



                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.       Title of security                    COMMON STOCK


2.       Number of shares outstanding before the change              15,904,000
                                                           --------------------


3.       Number of shares outstanding after the change                9,459,699
                                                           --------------------


4.       Effective date of change                                APRIL 26, 1996
                                     ------------------------------------------


5.       Method of change:      Specify method (such as merger, acquisition,
                                exchange, distribution, stock split, reverse
                                split, acquisition of stock for treasury, etc.)

                REVERSE STOCK SPLIT AND SHARE EXCHANGE AGREEMENT


<PAGE>


Give brief description of transaction ONE FOR EIGHT REVERSE STOCK SPLIT; SHARE
EXCHANGE AGREEMENT PURSUANT TO WHICH 7,471,699 SHARES OF POST-SPLIT SHARES WERE
ISSUED.


                          II. CHANGE IN NAME OF ISSUER

1.       Name prior to change                                     N/A


2.       Name after change                                        N/A


3.       Effective date of charter amendment changing name        N/A


4.       Date of shareholder approval of change, if required      N/A


Date:          MAY 28, 1996                             /S/ BRIAN A. KAHAN
         -----------------------------------            ---------------------
                                                        Brian A. Kahan
                                                        Chief Executive Officer

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