CAPITOL COMMUNITIES CORP
S-8 POS, 1998-05-27
REAL ESTATE
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<PAGE>
 
     As filed with the Securities and Exchange Commission on May 27, 1998

                          Registration No. 333-49235


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                        POST EFFECTIVE AMENDMENT NO. 1

                                   FORM S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        CAPITOL COMMUNITIES CORPORATION
            (Exact name of registrant as specified in its charter)


        Nevada                                        88-0361144
(State of incorporation)                  (I.R.S. employer identification no.)

   25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505,  (310) 375-2266
         (Address and telephone number of principal executive offices)


                    CONSULTANT NON-QUALIFIED STOCK OPTIONS
                           (Full title of the plan)

                                MICHAEL G. TODD
   25550 Hawthorne Boulevard, Suite 207, Torrance, CA 90505, (310) 375-2266
     (Name, address and telephone number of agent for service of process)


                                With a copy to:
                          MICHAEL G. TODD, PRESIDENT
                        Capitol Communities Corporation
       25550 Hawthorne Boulevard, Suite 207, Torrance, California 90505
<PAGE>
 
                                    PART II

     Pursuant to the undertaking contained in this Registration Statement, the
Registrant hereby withdraws from registration any remaining securities under the
Consultant Non-Qualified Plan filed with the Securities and Exchange Commission
on April 2, 1998, Registration No. 333-49235, at the effective date of this 
Post-Effective Amendment.


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Torrance, State of California, on May 26, 1998.

                                    CAPITOL COMMUNITIES CORPORATION



                                    By:  /s/   Michael G. Todd,
                                         President, CEO & Chairman of the Board


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


Signature                         Title                      Date

/s/ Robert Neyland *              Director                   May 26, 1998


/s/ Herbert Russell*              Director                   May 26, 1998


/s/ Thomas C. Blake*              Director                   May 26, 1998


/s/ David Paes*                   Vice President,            May 26, 1998
                                  Treasurer


*By: /s/ Michael G. Todd
         --------------------------------
         Michael G. Todd Attorney-in-Fact

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