<PAGE>
 
     As filed with the Securities and Exchange Commission on April 2, 1998

                             Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   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 PLAN
                           (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
<TABLE>
<CAPTION>
 
                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                Amount to be       Proposed     Proposed      Amt. of
of Securities            Registered         Maximum     Aggregate   Registration
to be Registered                        Offering Price  Offering        Fee
                                           Price Per     Price
                                             Share
<S>                     <C>             <C>             <C>         <C>
 
Common Stock,              35,000(1)          $2.75(2)    $96,250         $28.40
$.01 par value
per share
</TABLE> 
<PAGE>
 
(1)  This is the number of shares of common stock issuable under the certain 
     non-qualified stock plan ("Common Stock Plan") to Steven A. King ("King")
     pursuant to that certain Consulting Agreement, dated March 31, 1998,
     between Capitol Communities Corporation (the "Company") and King.

(2)  This is the exercise price of the common stock under the Common Stock Plan,
     which, pursuant to Rule 457(h), is the price upon which the registration
     fee has been calculated.

                                      PART I

         The document(s) containing the information called for in Part I of Form
S-8 will be provided to the holder of the options referred to in the footnotes
above, as specified by Rule 428(b)(1).  Such information is not being filed with
or included in this registration statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Commission by
Capitol Communities Corporation (the "Company" or the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by this reference and shall be deemed a part hereof:

         (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
              ended September 30, 1997; and

         (b)  All other reports filed by the Company pursuant to Section 13(a)
              and 15(d) of the Securities Exchange Act of 1934 since September
              30, 1996.

         (c)  The description of the Company's common stock, $.01 par value per
              share (the "Common Stock") contained in the Form 10-SB-12(g)
              Registration Statement, filed with the Commission on September
              16, 1996 (the "Form 10-SB Registration Statement").


         All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents.  Any statement
contained in a document incorporated or deemed

                                       2
<PAGE>
 
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is a Nevada corporation.  Section 78.751(1) of the Nevada
Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any
director, officer, employee, or corporate agent "who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation" due to his corporate
role.  Section 78.751(1) extends this protection "against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding if
he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful."

         Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation.  The party must have been acting in good faith and with the
reasonable belief that his actions were not opposed to the corporation's best
interests.  Unless the court rules that the party is reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.

         To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."

                                       3
<PAGE>
 
         Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders, (2)
the majority of a disinterested quorum of directors, or (3) independent legal
counsel determine that indemnification is proper under the circumstances.

         Pursuant to Section 78.751(5) of the NRS, the Company may advance an
officer's or director's expenses incurred in defending any action or proceeding
upon receipt of an undertaking.  Section 78.751(6)(a) provides that the rights
to indemnification and advancement of expenses shall not be deemed exclusive of
any other rights under any bylaw, agreement, stockholder vote or vote of
disinterested directors.  Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors and administrators.

         Regardless of whether a director, officers, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability arising from this corporate
role.

         Article VII, Section 7 of the Company's Bylaws restates the above-
referenced indemnification provisions of the NRS.  Article 9 of the Company's
Articles of Incorporation requires the Company, to the fullest extent permitted
by Nevada law, to indemnify all persons whom it shall have the power to
indemnify under said law against any and all expenses, liabilities or other
matters referred to in or covered thereby, without excluding any other rights to
which the party to be indemnified may have.  These rights continue as to persons
who have ceased to be agents of the Company and inures to the benefit of such
persons' heirs, executors and administrators.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are incorporated into this Registration
Statement by reference, except those which are filed herewith.

<TABLE> 
<CAPTION> 
Exhibit
Number
<C>          <S> 
4.1          Articles of Incorporation of the Registrant, as amended *

4.2          Bylaws of the Registrant *
</TABLE> 

                                       4
<PAGE>
 
<TABLE> 
<C>          <S> 
5            Opinion of Elizabeth Brandon-Brown, Esq.

23.2         Consent of Elizabeth Brandon-Brown, Esq.**

23.3         Consent of Joel S. Baum P.A.

24           Power of Attorney (included on page 6 of this
             Registration Statement)
</TABLE> 

         *  Exhibit(s) incorporated by reference from the Registration on Form 
         10-SB of the Company, Registration No. 915636 filed on September 16,
         1996.

         ** Incorporated by reference from Exhibit 5.
 
ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes, pursuant to Item 512 of
Regulation S-B:

         (1)  To file, during any period in which Registrant offers or sells
the securities registered hereunder, a post-effective amendment to this
registration statement to include any additional or changed material
information with respect to the plan of distribution.

         (2)  That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                  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, thereunto duly
authorized, in the City of Torrance, State of California, on April 1, 1998.

                                       5
<PAGE>
 
                        CAPITOL COMMUNITIES CORPORATION



                        By:  /s/ Michael G. Todd,
                                 President, Chairman of the Board, and Director


                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael G. Todd as his true and
lawful attorney-in-fact and agent with full powers of substitution and re-
substitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and any substitutes
therefor, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, lawfully do or cause
to be done by virtue hereof.

         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.

<TABLE> 
<CAPTION> 
Signature                           Title                      Date
<S>                             <C>                        <C> 
/s/ Robert Neyland              Director                   April 1, 1998


/s/ Herbert Russell             Director                   April 1, 1998


/s/ Thomas C. Blake             Director                   April 1, 1998


/s/ David Paes                  Vice President,            April 1, 1998
                                Treasurer
</TABLE> 

                                 EXHIBIT INDEX

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are incorporated in this Registration
Statement by reference, except those which are filed herewith.

                                       6
<PAGE>
 
<TABLE>
<CAPTION>
Exhibit     Description                                              Page
<C>      <S>                                                         <C>
 
4.1      Articles of Incorporation of the Registrant, as amended*
 
4.2      Bylaws of the Registrant*

5        Opinion of Elizabeth Brandon-Brown, Esq.

23.2     Consent of Elizabeth Brandon-Brown, Esq.**

23.3     Consent of Joel S. Baum P.A.

24       Power of Attorney (included on page 6 of this
         Registration Statement)
</TABLE> 

         *  Exhibit(s) incorporated by reference from the Registration on
         Form 10-SB of the Company, Registration No. 915636 filed on
         September 16, 1996.

         ** Incorporated by reference from Exhibit 5.

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 14411}]
{"company-data": {"conformed-name": "CAPITOL COMMUNITIES CORP", "cik": "0000915636", "assigned-sic": "6500", "irs-number": "880361144", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49235", "film-number": "98586317"}, "business-address": {"street1": "25550 HAWTHORNE BLVD", "street2": "STE 207", "city": "TORRENCE", "state": "CA", "zip": "90505", "phone": "3103752266"}, "mail-address": {"street1": "2550 HAWTHORNE BLVD", "city": "TORRENCE", "state": "CA", "zip": "90505"}, "former-company": {"former-conformed-name": "AWEC RESOURCES INC", "date-changed": "19931201"}}
As filed with the Securities and Exchange Commission on April 2, 1998

                             Registration No. 33-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   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 PLAN
                           (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
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Title of                Amount to be       Proposed     Proposed      Amt. of
of Securities            Registered         Maximum     Aggregate   Registration
to be Registered                        Offering Price  Offering        Fee
                                           Price Per     Price
                                             Share
Common Stock,              35,000(1)          $2.75(2)    $96,250         $28.40
$.01 par value
per share
(1)  This is the number of shares of common stock issuable under the certain 
     non-qualified stock plan ("Common Stock Plan") to Steven A. King ("King")
     pursuant to that certain Consulting Agreement, dated March 31, 1998,
     between Capitol Communities Corporation (the "Company") and King.

(2)  This is the exercise price of the common stock under the Common Stock Plan,
     which, pursuant to Rule 457(h), is the price upon which the registration
     fee has been calculated.

                                      PART I

         The document(s) containing the information called for in Part I of Form
S-8 will be provided to the holder of the options referred to in the footnotes
above, as specified by Rule 428(b)(1).  Such information is not being filed with
or included in this registration statement in accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission").

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed with the Commission by
Capitol Communities Corporation (the "Company" or the "Registrant") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by this reference and shall be deemed a part hereof:

         (a)  The Company's Annual Report on Form 10-KSB for the fiscal year
              ended September 30, 1997; and

         (b)  All other reports filed by the Company pursuant to Section 13(a)
              and 15(d) of the Securities Exchange Act of 1934 since September
              30, 1996.

         (c)  The description of the Company's common stock, $.01 par value per
              share (the "Common Stock") contained in the Form 10-SB-12(g)
              Registration Statement, filed with the Commission on September
              16, 1996 (the "Form 10-SB Registration Statement").

         All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents.  Any statement
contained in a document incorporated or deemed

                                       2
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company is a Nevada corporation.  Section 78.751(1) of the Nevada
Revised Statutes ("NRS") authorizes a Nevada corporation to indemnify any
director, officer, employee, or corporate agent "who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation" due to his corporate
role.  Section 78.751(1) extends this protection "against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit or proceeding if
he acted in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful."

         Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the right
of the corporation.  The party must have been acting in good faith and with the
reasonable belief that his actions were not opposed to the corporation's best
interests.  Unless the court rules that the party is reasonably entitled to
indemnification, the party seeking indemnification must not have been found
liable to the corporation.

         To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense."

                                       3
Section 78.751(4) of the NRS limits indemnification under Sections
78.751(1) and 78.751(2) to situations in which either (1) the stockholders, (2)
the majority of a disinterested quorum of directors, or (3) independent legal
counsel determine that indemnification is proper under the circumstances.

         Pursuant to Section 78.751(5) of the NRS, the Company may advance an
officer's or director's expenses incurred in defending any action or proceeding
upon receipt of an undertaking.  Section 78.751(6)(a) provides that the rights
to indemnification and advancement of expenses shall not be deemed exclusive of
any other rights under any bylaw, agreement, stockholder vote or vote of
disinterested directors.  Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors and administrators.

         Regardless of whether a director, officers, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability arising from this corporate
role.

         Article VII, Section 7 of the Company's Bylaws restates the above-
referenced indemnification provisions of the NRS.  Article 9 of the Company's
Articles of Incorporation requires the Company, to the fullest extent permitted
by Nevada law, to indemnify all persons whom it shall have the power to
indemnify under said law against any and all expenses, liabilities or other
matters referred to in or covered thereby, without excluding any other rights to
which the party to be indemnified may have.  These rights continue as to persons
who have ceased to be agents of the Company and inures to the benefit of such
persons' heirs, executors and administrators.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are incorporated into this Registration
Statement by reference, except those which are filed herewith.
Exhibit
Number
4.1          Articles of Incorporation of the Registrant, as amended *

4.2          Bylaws of the Registrant *
4
5            Opinion of Elizabeth Brandon-Brown, Esq.

23.2         Consent of Elizabeth Brandon-Brown, Esq.**

23.3         Consent of Joel S. Baum P.A.

24           Power of Attorney (included on page 6 of this
             Registration Statement)
*  Exhibit(s) incorporated by reference from the Registration on Form 
         10-SB of the Company, Registration No. 915636 filed on September 16,
         1996.

         ** Incorporated by reference from Exhibit 5.
 
ITEM 9.  UNDERTAKINGS.

         The undersigned Registrant hereby undertakes, pursuant to Item 512 of
Regulation S-B:

         (1)  To file, during any period in which Registrant offers or sells
the securities registered hereunder, a post-effective amendment to this
registration statement to include any additional or changed material
information with respect to the plan of distribution.

         (2)  That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                  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, thereunto duly
authorized, in the City of Torrance, State of California, on April 1, 1998.

                                       5
CAPITOL COMMUNITIES CORPORATION

                        By:  /s/ Michael G. Todd,
                                 President, Chairman of the Board, and Director

                               POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Michael G. Todd as his true and
lawful attorney-in-fact and agent with full powers of substitution and re-
substitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, and any substitutes
therefor, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the foregoing, as fully to
all intents and purposes as he might or could do in person, lawfully do or cause
to be done by virtue hereof.

         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                   April 1, 1998

/s/ Herbert Russell             Director                   April 1, 1998

/s/ Thomas C. Blake             Director                   April 1, 1998

/s/ David Paes                  Vice President,            April 1, 1998
                                Treasurer
EXHIBIT INDEX

         The following documents, which have been filed by the Company with the
Securities and Exchange Commission, are incorporated in this Registration
Statement by reference, except those which are filed herewith.

                                       6
Exhibit     Description                                              Page
4.1      Articles of Incorporation of the Registrant, as amended*
 
4.2      Bylaws of the Registrant*

5        Opinion of Elizabeth Brandon-Brown, Esq.

23.2     Consent of Elizabeth Brandon-Brown, Esq.**

23.3     Consent of Joel S. Baum P.A.

24       Power of Attorney (included on page 6 of this
         Registration Statement)
*  Exhibit(s) incorporated by reference from the Registration on
         Form 10-SB of the Company, Registration No. 915636 filed on
         September 16, 1996.

         ** Incorporated by reference from Exhibit 5.

                                       7