8-K 1 capitolfirst8k110804.txt CAPITOL FIRST CORPORATION UNITED STATES 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 Date of Report (Date of earliest event reported) NOVEMBER 8, 2004 CAPITOL FIRST CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Nevada 0-23450 88-0361144 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 7100 Camino Real Boulevard, Suite 402 Boca Raton, Florida 33433 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: 561-417-7115 (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS In September 2004, stockholders owning more than two-thirds of our issued and outstanding common stock adopted a written consent ("Written Consent") to remove Michael Todd as a Director of our company. Section 78.335 of the Nevada Revised Statutes and our Bylaws provide that any Director may be removed from office, with or without cause, by the Written Consent of stockholders representing not less than two-thirds of our issued and outstanding common stock. Pursuant to Rule 14c-2 under the Securities Exchange Act of 1934, as amended, the action taken by Written Consent to remove Mr. Todd as a Director, did not become effective until a date at least 20 days after the date on which an information statement had been mailed to our stockholders of record on the record date. We mailed an information statement to these stockholders on October 13, 2004 and we are deeming the action to remove Mr. Todd as a Director to be effective as of November 8, 2004. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 8, 2004 Capitol First Corporation /s/ Ashley Bloom ------------------------------ Ashley Bloom Acting Chief Executive Officer and Acting President 2

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Nevada(State of Incorporation) 0-23450(Commission File No.) 88-0361144(I.R.S. Employer Identification No.)

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On January 19, 2004, Capitol First Corporation (the “Company”)informed the independent accounting firm of Baum & Company, P.A.(“Baum”), that the Board of Directors had voted to replace Baum with the independent accounting firm of Berkovits, Lago & Company, LLP.

In connection with its audits of the Company’s financial statements as of and for the years ended September 30, 2003 and September 30, 2002, there have been no disagreements with Baum on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baum would have caused them to make reference thereto in their report on the financial statements of the Company as of and for the years ended September 30, 2003 and 2002.

The Company has requested that Baum furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter, dated January 21, 2004, is filed as Exhibit 16 to Item 4 of this Report on Form 8-K.

On January 14, 2004, Michael G. Todd, the president and chief executive officer of the Company resigned due to personal reasons. Ashley B. Bloom, the Company’s vice president and treasurer has been named Acting President and chief executive officer of the Company by the Board of Directors, effective January 14, 2004.

On January 14, 2004, Raymond Baptista, a director of the Company resigned from the Board of Directors for personal reasons. The Board of Directors, effective January 14, 2004, appointed Ashley B. Bloom to Mr. Baptista’s vacant seat until a successor is elected by the shareholders or appointed by the board.

Exhibit No.

Exhibit 16. Letter from Baum & Company, P.A. to Capitol First Corporation, dated January 21, 2004.

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: January 22, 2004 CAPITAL FIRST CORPORATION

By: /s/ Ashley B. Bloom Ashley B. Bloom Acting President and Chief Executive Officer

Exhibit DescriptionLetter from Baum & Company P.A. Dated January 21, 2004 Page

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