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) February 8, 2000

                             FIDELITY HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Nevada                       000-29182                 11-3292094
----------------------------         ------------         ----------------------
(State or Other Jurisdiction         (Commission             (I.R.S. Employer
     of Incorporation)               File Number)           Identification No.)

80-02 Kew Gardens Road, Kew Gardens, NY                              11415
-----------------------------------------                         ----------
          (Address of Principal                                   (Zip Code)
            Executive Offices)

Registrant's telephone number, including area code: 718/520-6500


--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

                           PART II. OTHER INFORMATION

Item 5. OTHER EVENTS

On June 24, 1999, Fidelity Holdings, Inc. (the "Company") entered into an
agreement with three investors, pursuant to which the Company has the right or
obligation to sell, under certain circumstances, in a series of private
placement transactions, up to $20.0 million of the Company's common stock (the
"Common Stock") and warrants in three tranches. Pursuant to a Securities
Purchase Agreement (the "Agreement")February 8, 2000 (the "Closing Date"), a
portion representing four-sevenths of the second tranche closed on the Closing
Date and the Company sold an aggregate of 266,667 shares of common stock for an
aggregate of $4,000,000 or $15 per share. Shares issued upon closing of
subsequent tranches, if any, will be priced at 105% of the average closing bid
price of the Common Stock for the five trading days preceding the applicable
closing date.

Under the terms of the Agreement and the adjustable warrant issued in connection
with the Agreement, the purchasers will be entitled to acquire additional shares
exercisable at $.01 per share, pursuant to a "reset" formula which takes into
account the market price of the Common Stock at future dates, commencing 40
trading days after the date on which the purchasers may resell the shares
pursuant to a registration statement (the "Effectiveness Date"). There are three
reset periods for the adjustable warrant issued in connection with each tranche,
covering 34%, 33% and 33%, respectively of the number of shares issued on the
applicable tranche closing date. The first reset period is 40 trading days after
the effective date of a registration statement to be filed in connection with
that tranche. The second reset period is the 40 trading days beginning after the
end of the first reset period. The third reset period is 40 trading days
beginning after the end of the second reset period. The number of shares to be
issued during each reset period is calculated by (a) multiplying the number of
shares subject to price adjustment by (b) an amount equal to 115% of the
applicable tranche purchase price less the reset price and dividing the result
by the reset price. For each reset period, the reset price is the average of the
lowest ten trading days' closing bid prices during the preceding 40 trading-day
period. In the event that the reset price for any reset period is less than
$10.00 per share (the "Floor Price") the adjustable warrant will vest with
respect to shares up to the floor price (the "Initial Shares") and with respect
to shares whose vesting would exceed the number of Initial Shares, the Company
will have the option of paying cash in lieu of issuing such Initial Shares at
the amount equal to the difference between the reset price and $10.00. The
adjustable warrants will cease to vest in the event that, after the
Effectiveness Date, the average market price of the Common Stock exceeds $22.50
over a specified period and under certain conditions.

The Company and the purchasers have agreed that in the event an adjustment to
the number of shares of Common Stock issuable under any adjustable warrants
should result in the issuance of an amount that would exceed 19.999% of the
Common Stock outstanding on the closing date of a particular tranche, the
Company would, at the purchasers' option, either seek shareholder approval for
the issuance of such additional shares or make a cash payment to the purchasers
pursuant to a formula, which would result in the issuance of an aggregate of
less than 20% of the outstanding Common Stock.

The purchasers have agreed that, until the expiration of the final reset period
in connection with the adjustable warrants, they will not enter into certain
short sales of the Common Stock. These restrictions are set forth in the
Agreement attached as an exhibit to this report.


                                      -2-
<PAGE>

In addition, the Company issued warrants to the purchasers enabling them to
purchase up to an aggregate of 266,667 shares of common stock at a purchase
price of $16.00 per share, exercisable for a five-year period.

If specified closing conditions are satisfied, the Company and the purchasers
will be entitled upon satisfaction of certain milestones to be established with
respect to tranche three, to effect three investments during applicable periods
ending 100 trading days after the expiration date for adjustable warrants issued
in the preceding tranche. The amount of the investment in tranche three would be
$7 million. The closing conditions applicable to third tranche include, among
other things, that the registration statement required to be filed by the
Company with the Securities and Exchange Commission in connection with each
previous tranche has been declared effective and remained effective prior to the
closing of such tranche and (i) that the average daily trading volume and per
share market value of the Common Stock on the Nasdaq Stock Market has met
certain thresholds for the 10 trading days preceding the applicable tranche
closing date and (ii) solely with respect to the third tranche, that certain
milestones to be determined by the purchasers have been satisfied by the
Company.

The Company has entered into a Registration Rights Agreement with the purchasers
requiring the Company to register shares purchased by the purchasers pursuant to
the Agreement under the Securities Act of 1933, as amended, as well as the
shares issuable pursuant to the exercise of the warrants issued to the
purchasers. The Registration Rights Agreement contains provisions for the
payment of certain liquidated damages by the Company in the event of failure to
comply with certain of its terms.

The Company has agreed to pay legal expenses of the purchasers incurred in
connection with the private placement, not to exceed $20,000. A finder's fee of
up to 5% of the purchase price, payable 2.5% in cash and 2.5% in Common Stock is
being paid to International Securities Corporation in connection with the
transaction. The sale was effected to the purchasers in reliance upon exemptions
provided under Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D and Rule 506 promulgated thereunder.

The Company has granted a right of first refusal in favor of the purchasers with
respect to below-market, non-public issuances of its securities during the
period which commenced on December 8, 1999 and ending 180 days after the
Effectiveness Date. Securities not subject to the right of first refusal include
securities issued under the Company's stock option plans, shares issued upon
exercise of currently outstanding warrants and securities issued in connection
with strategic transactions involving the Company or in connection with certain
commercial financings. The right of first refusal shall expire with respect to
any purchaser who ceases to own at least 20% of the Common Stock issued on
December 8, 1999 and the Common Stock issuable upon exercise of the warrants
purchased by it.

      Use of Proceeds

The Company is using the net proceeds from the Offering primarily for
developmental activities in its telecommunications and plastics divisions, and
also for working capital purposes of the Company and its subsidiaries, including
possible acquisitions.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (C)   Exhibits


                                      -3-
<PAGE>

            The following exhibits, from which schedules and exhibits have been
omitted and will be furnished to the Commission upon its request, are filed with
this report on Form 8-K.

4.18  -- Form of Closing Warrant

4.19  -- Form of Adjustable Warrant

10.68 -- Securities Purchase Agreement dated as of February 8, 2000, by and
      among Fidelity Holdings, Inc. and Strong River Investments, Inc., Montrose
      Investments Ltd. and Augusta Street LLC.

10.69 -- Registration Rights Agreement dated as of February 8, 2000, by and
      among Fidelity Holdings, Inc. and Strong River Investments, Inc., Montrose
      Investments Ltd. and Augusta Street LLC.

                                    SIGNATURE

            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 hereunto duly authorized.

                                         FIDELITY HOLDINGS, INC.
                                               (Registrant)


                                         /s/ Doron Cohen
                                         ---------------------------------------
                                         Doron Cohen, President & CEO

      Dated: February 15, 2000


                                      -4-
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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) February 8, 2000

                             FIDELITY HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

         Nevada                       000-29182                 11-3292094
----------------------------         ------------         ----------------------
(State or Other Jurisdiction         (Commission             (I.R.S. Employer
     of Incorporation)               File Number)           Identification No.)

80-02 Kew Gardens Road, Kew Gardens, NY                              11415
-----------------------------------------                         ----------
          (Address of Principal                                   (Zip Code)
            Executive Offices)

Registrant's telephone number, including area code: 718/520-6500

--------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
PART II. OTHER INFORMATION

Item 5. OTHER EVENTS

On June 24, 1999, Fidelity Holdings, Inc. (the "Company") entered into an
agreement with three investors, pursuant to which the Company has the right or
obligation to sell, under certain circumstances, in a series of private
placement transactions, up to $20.0 million of the Company's common stock (the
"Common Stock") and warrants in three tranches. Pursuant to a Securities
Purchase Agreement (the "Agreement")February 8, 2000 (the "Closing Date"), a
portion representing four-sevenths of the second tranche closed on the Closing
Date and the Company sold an aggregate of 266,667 shares of common stock for an
aggregate of $4,000,000 or $15 per share. Shares issued upon closing of
subsequent tranches, if any, will be priced at 105% of the average closing bid
price of the Common Stock for the five trading days preceding the applicable
closing date.

Under the terms of the Agreement and the adjustable warrant issued in connection
with the Agreement, the purchasers will be entitled to acquire additional shares
exercisable at $.01 per share, pursuant to a "reset" formula which takes into
account the market price of the Common Stock at future dates, commencing 40
trading days after the date on which the purchasers may resell the shares
pursuant to a registration statement (the "Effectiveness Date"). There are three
reset periods for the adjustable warrant issued in connection with each tranche,
covering 34%, 33% and 33%, respectively of the number of shares issued on the
applicable tranche closing date. The first reset period is 40 trading days after
the effective date of a registration statement to be filed in connection with
that tranche. The second reset period is the 40 trading days beginning after the
end of the first reset period. The third reset period is 40 trading days
beginning after the end of the second reset period. The number of shares to be
issued during each reset period is calculated by (a) multiplying the number of
shares subject to price adjustment by (b) an amount equal to 115% of the
applicable tranche purchase price less the reset price and dividing the result
by the reset price. For each reset period, the reset price is the average of the
lowest ten trading days' closing bid prices during the preceding 40 trading-day
period. In the event that the reset price for any reset period is less than
$10.00 per share (the "Floor Price") the adjustable warrant will vest with
respect to shares up to the floor price (the "Initial Shares") and with respect
to shares whose vesting would exceed the number of Initial Shares, the Company
will have the option of paying cash in lieu of issuing such Initial Shares at
the amount equal to the difference between the reset price and $10.00. The
adjustable warrants will cease to vest in the event that, after the
Effectiveness Date, the average market price of the Common Stock exceeds $22.50
over a specified period and under certain conditions.

The Company and the purchasers have agreed that in the event an adjustment to
the number of shares of Common Stock issuable under any adjustable warrants
should result in the issuance of an amount that would exceed 19.999% of the
Common Stock outstanding on the closing date of a particular tranche, the
Company would, at the purchasers' option, either seek shareholder approval for
the issuance of such additional shares or make a cash payment to the purchasers
pursuant to a formula, which would result in the issuance of an aggregate of
less than 20% of the outstanding Common Stock.

The purchasers have agreed that, until the expiration of the final reset period
in connection with the adjustable warrants, they will not enter into certain
short sales of the Common Stock. These restrictions are set forth in the
Agreement attached as an exhibit to this report.

                                      -2-
In addition, the Company issued warrants to the purchasers enabling them to
purchase up to an aggregate of 266,667 shares of common stock at a purchase
price of $16.00 per share, exercisable for a five-year period.

If specified closing conditions are satisfied, the Company and the purchasers
will be entitled upon satisfaction of certain milestones to be established with
respect to tranche three, to effect three investments during applicable periods
ending 100 trading days after the expiration date for adjustable warrants issued
in the preceding tranche. The amount of the investment in tranche three would be
$7 million. The closing conditions applicable to third tranche include, among
other things, that the registration statement required to be filed by the
Company with the Securities and Exchange Commission in connection with each
previous tranche has been declared effective and remained effective prior to the
closing of such tranche and (i) that the average daily trading volume and per
share market value of the Common Stock on the Nasdaq Stock Market has met
certain thresholds for the 10 trading days preceding the applicable tranche
closing date and (ii) solely with respect to the third tranche, that certain
milestones to be determined by the purchasers have been satisfied by the
Company.

The Company has entered into a Registration Rights Agreement with the purchasers
requiring the Company to register shares purchased by the purchasers pursuant to
the Agreement under the Securities Act of 1933, as amended, as well as the
shares issuable pursuant to the exercise of the warrants issued to the
purchasers. The Registration Rights Agreement contains provisions for the
payment of certain liquidated damages by the Company in the event of failure to
comply with certain of its terms.

The Company has agreed to pay legal expenses of the purchasers incurred in
connection with the private placement, not to exceed $20,000. A finder's fee of
up to 5% of the purchase price, payable 2.5% in cash and 2.5% in Common Stock is
being paid to International Securities Corporation in connection with the
transaction. The sale was effected to the purchasers in reliance upon exemptions
provided under Section 4(2) of the Securities Act of 1933, as amended, and
Regulation D and Rule 506 promulgated thereunder.

The Company has granted a right of first refusal in favor of the purchasers with
respect to below-market, non-public issuances of its securities during the
period which commenced on December 8, 1999 and ending 180 days after the
Effectiveness Date. Securities not subject to the right of first refusal include
securities issued under the Company's stock option plans, shares issued upon
exercise of currently outstanding warrants and securities issued in connection
with strategic transactions involving the Company or in connection with certain
commercial financings. The right of first refusal shall expire with respect to
any purchaser who ceases to own at least 20% of the Common Stock issued on
December 8, 1999 and the Common Stock issuable upon exercise of the warrants
purchased by it.

      Use of Proceeds

The Company is using the net proceeds from the Offering primarily for
developmental activities in its telecommunications and plastics divisions, and
also for working capital purposes of the Company and its subsidiaries, including
possible acquisitions.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

      (C)   Exhibits

                                      -3-
The following exhibits, from which schedules and exhibits have been
omitted and will be furnished to the Commission upon its request, are filed with
this report on Form 8-K.

4.18  -- Form of Closing Warrant

4.19  -- Form of Adjustable Warrant

10.68 -- Securities Purchase Agreement dated as of February 8, 2000, by and
      among Fidelity Holdings, Inc. and Strong River Investments, Inc., Montrose
      Investments Ltd. and Augusta Street LLC.

10.69 -- Registration Rights Agreement dated as of February 8, 2000, by and
      among Fidelity Holdings, Inc. and Strong River Investments, Inc., Montrose
      Investments Ltd. and Augusta Street LLC.

                                    SIGNATURE

            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 hereunto duly authorized.

                                         FIDELITY HOLDINGS, INC.
                                               (Registrant)

                                         /s/ Doron Cohen
                                         ---------------------------------------
                                         Doron Cohen, President & CEO

      Dated: February 15, 2000

                                      -4-