Form 5 RAB

FORM 5
[ ] Check this box if no
longer subject to Section
16. Form 4 or Form 5
obligations may continue
See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.  20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB APRIVAL

OMB Number: 3235-0362
Expires: December 31, 2001
Estimated average burden
hours per response. . . . 1.0

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

  1. Name and Address of
      Reporting Person*

    Danforth, R. Jacqueline
    1530 - 9th Avenue S.E.
    Calgary, AB T2G 0T7

2.  Issuer Name and Ticker or Trading Symbol
Capital Reserve Corporation

  CRCWA

4.  Statement for (Month/Year)

6.  Relationship of Reporting Person to Issuer
  (Check all appropriate)

X Director ______10% Owner
X Officer (Give title below)
Other (Specify below)

Jacqueline R. Danforth is the President and Treasurer of Capital Reserve Corporation.

3.  Social Security Number
  1. If Amendment, Date of Original
    (Month/Year)

December, 2001

TABLE I - Non Derivative Securities Acquired, Disposed of or Beneficially Owned.

1. Title of Security
(Instr.3)

2. Transaction
Date (Month/
Day/Year)

3. Transaction
Code
(Instr. 8)

4.  Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4)

6. Ownership Form:
Direct (D) or
Indirect (I) (Instr. 4)
  1. Nature of Indirect

Beneficial Ownership
(Instr. 4)

Amount

(A) or (D)

Price

    

Common Stock

12/17/01

J

35,000

D

        

Common Stock

12/24/01

J

35,000

A

        
           

310,167**

309,167

These shares are owned by Argonaut Management Group Inc. of which Ms. Danforth is the sole owner.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

(Over)
SEC 2270 (3/91)

TABLE II - Derivative Securities Acquired, Disposed of or Beneficially Owned
(e.g. puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security

(Instr.3)

2.Conversion or Exercise
Price of Derivative
Security

3. Transaction Date
(Month/
Day/Year

4.Transaction Code
(Instr. 8)

5. Number of Derivative
Securities Acquired
(A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and
Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying
Securities
(Instr. 3 and 4)

8. Price of
Derivative
Securities
(Instr. 5)

9. Number of Derivative
Underlying
Securities Benefically
Owned at
End of Year
(Instr. 4)

10. Ownership
Form of
  Derivative
  Security:
  Direct (D)
  or
  Indirect (I)
  (Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

(A)

(D)

Date
Exerciable

Expiration
Date

Title

Amount or
Number of
Shares
                           
                           

Explanation of Responses:

* The warrants were included with the purchase of shares reported in Table I.

** This amendment is being filed to connect only the amount of securities reported in columns 5&6 of Table I as the result of an amendment to the reporting person's October 2001 Form 4.
 

/s/ Jacqueline R. Danforth February 14, 2002
 

Signature of Reporting Person Date

 

 

 

**  Intentional missstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).