As Filed with the Securities and Exchange Commission on May 19, 2003
================================================================================
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                                   (Mark One)

                [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       For the period ended March 31, 2003

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

          For the transition period from              to
                                         ------------    -------------

                       COMMISSION FILE NUMBER: 033-15096-D

                             -----------------------

                             MILESTONE CAPITAL, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           COLORADO                                               84-1111224
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S.   Employer
 incorporation or organization)                              Identification No.)

                               39 Plymouth Street
                               Fairfield, NJ 07004
                     --------------------------------------
                    (Address of principal executive offices)

                                 (973) 808-5770
                            -------------------------
                           (Issuer's Telephone Number)


             State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of March 31,
2003, the registrant had 82,077,000 shares of common stock, no par value,
issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

================================================================================

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                     Milestone Capital, Inc. and Subsidiary

                               Table of Contents

                                                                            PAGE
                                                                            ----

Part I - FINANCIAL INFORMATION                                                2

Item 1.   Financial Statements                                                2

          Condensed Consolidated Balance Sheet at March 31, 2003
            (Unaudited)                                                       2

          Condensed Consolidated Statements of Operations
            Three Months Ended March 31, 2003 and 2002 (Unaudited)            3

          Condensed Consolidated Statement of Changes in
            Stockholders' Equity Three Months Ended March 31, 2003
            (Unaudited)                                                       4

          Condensed Consolidated Statements of Cash Flows
            Three Months Ended March 31, 2003 and 2002 (Unaudited)            5

          Notes to Condensed Consolidated Financial Statements
            (Unaudited)                                                       6

Item 2.   Management's Discussion and Analysis or Plan of Operation          10

Item 3.   Controls and Procedures                                            14


Part II - OTHER INFORMATION                                                  14

Item 1.   Legal Proceedings                                                  14

Item 2.   Changes in Securities                                              15

Item 5.   Other Information                                                  15

          Signatures                                                         16

          Certifications                                                     17


                                       i

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                         PART 1 - FINANCIAL INFORMATION

Item 1 - Financial Statements


                     Milestone Capital, Inc. and Subsidiary

                      Condensed Consolidated Balance Sheet
                                 March 31, 2003
                                   (Unaudited)

                                      ASSETS
                                      ------
Current assets:
     <S>                                                             <C>
     Cash                                                            $     83,695
     Prepaid expenses and other receivables                               116,119
                                                                     ------------
              Total current assets                                        199,814

Property and equipment, net                                               603,756
Deferred acquisition costs                                                490,833
Other assets                                                               58,746
                                                                     ------------

              Total                                                  $  1,353,149
                                                                     ============

                     LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                     ----------------------------------------

Current liabilities:
     Accounts payable and accrued expenses                           $  1,413,574
     Notes payable (including $287,811 payable to related parties)        367,591
     Convertible debt                                                     275,000
     Current portion of capital lease obligations                         120,464
                                                                     ------------
              Total current liabilities                                 2,176,629

Capital lease obligations, net of current portion                          14,049
Other liabilities                                                          32,753
                                                                     ------------
              Total liabilities                                         2,223,431
                                                                     ------------

Commitments and contingencies

Stockholders' deficiency:
     Preferred stock, no par value; 5,000,000 shares authorized;
         none issued                                                         --
     Common stock, no par value; 500,000,000 shares authorized;
         82,077,000 shares issued and outstanding                       7,831,885
     Additional paid-in capital                                         3,773,496
     Accumulated deficit                                              (12,475,663)
                                                                     ------------
              Total stockholders' deficiency                             (870,282)
                                                                     ------------

              Total                                                  $  1,353,149
                                                                     ============


See Notes to Unaudited Condensed Consolidated Financial Statements.

                                       2
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                     Milestone Capital, Inc. and Subsidiary

                 Condensed Consolidated Statements of Operations
                   Three Months Ended March 31, 2003 and 2002
                                   (Unaudited)



                                                       2003            2002
                                                   ------------    ------------
Revenue:
    Broker fee income                              $    478,422    $    400,116
    Loan origination and processing                     427,687          52,966
    Gain on sale of loans                                 3,468          72,939
    Interest                                              1,130          17,558
                                                   ------------    ------------
       Totals                                           910,707         543,579
                                                   ------------    ------------

Operating expenses:
    Direct                                              307,942         232,497
    General and administrative                          924,087       1,439,785
    Interest                                              1,359           9,507
                                                   ------------    ------------
       Totals                                         1,233,388       1,681,789
                                                   ------------    ------------

Loss from operations                                   (322,681)     (1,138,210)
Other interest expense                                   69,056          65,750
                                                   ------------    ------------

Net loss                                           $   (391,737)   $ (1,203,960)
                                                   ============    ============


Basic loss per common share                        $       (.00)   $       (.02)
                                                   ============    ============


Basic weighted average common shares outstanding     82,077,000      79,140,078
                                                   ============    ============


See Notes to Unaudited Condensed Consolidated Financial Statements.

                                       3

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                                             Milestone Capital, Inc. and Subsidiary

                               Condensed Consolidated Statement of Changes in Stockholders' Equity
                                                Three Months Ended March 31, 2003
                                                           (Unaudited)



                                            Common Stock            Additional
                                    ----------------------------      Paid-in        Unearned       Accumulated
                                       Shares          Amount         Capital      Compensation       Deficit         Total
                                    ------------    ------------   ------------    ------------    ------------    ------------
<S>                                  <C>           <C>             <C>            <C>             <C>             <C>
Balance, January 1, 2003              82,077,000    $  7,831,885    $  4,049,524   $   (329,028)   $(12,083,926)   $   (531,545)

Forgiveness of salaries                                                   53,000                                         53,000

Reversal of unearned compensation                                       (329,028)       329,028

Net loss                                                                                               (391,737)       (391,737)
                                    ------------    ------------   ------------    ------------    ------------    ------------

Balance, March 31, 2003               82,077,000    $  7,831,885   $  3,773,496    $       --      $(12,475,663)   $   (870,282)
                                    ============    ============   ============    ============    ============    ============


See Notes to Unaudited Condensed Consolidated Financial Statements.

                                                               4
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                                    Milestone Capital, Inc. and Subsidiary

                                Condensed Consolidated Statements of Cash Flows
                                  Three Months Ended March 31, 2003 and 2002
                                                  (Unaudited)



                                                                                     2003           2002
                                                                                  -----------    -----------
Operating activities:
    <S>                                                                           <C>            <C>
    Net loss                                                                      $  (391,737)   $(1,203,960)
    Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                   98,231         90,784
       Issuance of common stock to consultant in connection with reverse
          acquisition                                                                                221,250
       Forgiveness of current year salaries                                            53,000        128,833
       Charges to interest expense associated with amortization of debt
          discount and deferred financing costs                                        35,400         65,750
       Amortization of unearned compensation                                                          45,545
       Issuance of shares in exchange for services                                                   267,173
       Deferred acquisition costs                                                       5,000
       Changes in operating assets and liabilities:
          Mortgage loans held for sale                                                448,300      1,459,361
          Prepaid expenses and other receivables                                      (23,634)        26,588
          Other assets                                                                                    65
          Borrowings under warehouse line of credit                                  (448,300)    (1,455,600)
          Accounts payable and accrued expenses                                       117,834        153,505
          Other liabilities                                                            (3,639)         2,178
                                                                                  -----------    -----------
              Net cash used in operating activities                                  (109,545)      (198,528)
                                                                                  -----------    -----------

Financing activities:
    Proceeds from issuance of convertible debentures                                                 100,000
    Payments of notes payable                                                         (15,000)
    Proceeds from notes payable                                                        51,500         25,000
    Payments under capital lease obligations                                                         (17,979)
    Net proceeds from sale of common stock                                                           209,000
                                                                                  -----------    -----------
              Net cash provided by financing activities                                36,500        316,021
                                                                                  -----------    -----------

Net increase (decrease) in cash                                                       (73,045)       117,493
Cash, beginning of period                                                             156,740          6,257
                                                                                  -----------    -----------

Cash, end of period                                                               $    83,695    $   123,750
                                                                                  ===========    ===========

Supplemental disclosure of noncash investing and financing activities:
    Reversal of unearned compensation                                             $   329,028
                                                                                  ===========

    Common stock related transactions:
       Conversion of convertible debt and accrued interest thereon into shares
          of common stock                                                                        $   620,046
                                                                                                 ===========

       Issuance of common stock in connection with convertible debentures                        $    33,750
                                                                                                 ===========


See Notes to Unaudited Condensed Consolidated Financial Statements.

                                                      5
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<PAGE>


                     Milestone Capital, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 1 - Organization and business:

           Milestone Capital, Inc. ("Milestone") was organized under the laws of
           the State of Colorado in February 1987 under the name Shield
           Enterprises, Inc. In 1989, Milestone completed an initial public
           offering of its securities. In May 1990, Milestone merged with
           Milestone Capital, Inc., a Delaware corporation engaged in the
           business of investing in and providing managerial assistance to
           developing companies. Prior to January 3, 2002, Milestone was an
           inactive "shell company" that had no material business operations and
           virtually no assets.

           On January 3, 2002, Milestone entered into an exchange agreement (the
           "Exchange") with EliteAgents Mortgage Services, Inc. (formerly
           EliteAgents, Inc.) ("Elite"), a licensed mortgage banker. As of
           January 3, 2002, Milestone had, effectively, 8,000,000 shares of no
           par common stock outstanding. As of that date, Milestone effectively
           issued 72,000,000 shares of common stock as follows: (i) 37,148,544
           shares were issued for all of the outstanding shares of Elite common
           stock; (ii) 2,543,277 shares were issued for all of the outstanding
           shares of Elite Series A preferred stock; (iii) 14,445,832 shares
           were issued for all of the outstanding shares of Elite Series B
           preferred stock; (iv) 12,615,588 shares were issued for the effective
           conversion of outstanding Elite convertible debentures with a
           principal balance of $615,290 and accrued interest of $4,756 into
           Milestone common stock and (v) 5,246,759 shares were issued to other
           investors that had agreed to purchase shares of Elite common stock or
           had performed services for Elite which were payable in shares of
           Elite common stock. As a result of the Exchange, Elite became a
           wholly-owned subsidiary of Milestone, and Milestone had 80,000,000
           shares of common stock outstanding of which 72,000,000, or 90%, were
           owned by the former stockholders of Elite and 8,000,000 shares, or
           10%, were owned by the stockholders of Milestone. Since the former
           stockholders of Elite became the owners of the majority of the
           outstanding common shares of Milestone after the Exchange, the
           Exchange was treated as a "purchase business combination" and a
           "reverse acquisition" for accounting purposes in which Milestone was
           the legal acquirer and Elite was the accounting acquirer. As a
           result, the assets and liabilities of Elite, the accounting acquirer,
           continued to be recorded at their historical carrying values upon
           completion of the Exchange. All share and per share amounts set forth
           herein prior to the Exchange have been retroactively restated to
           reflect the effects of the Exchange.

           Elite has continued its mortgage banking activities and other
           financial services subsequent to the Exchange. It has focused on
           mortgage loan originations through the uses of the Internet and
           proprietary technology. In addition, effective May 8, 2002, Milestone
           formed a wholly-owned subsidiary, EliteAgents Leasing Services, Inc.
           ("Leasing"), for the purpose of establishing equipment financing and
           leasing operations. However, Leasing had not generated any revenues
           through March 31, 2003.

                                       6

<PAGE>


                     Milestone Capital, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 1 - Organization and business (concluded):

           The "Company" as used herein refers to Elite prior to January 3,
           2002, the date of the Exchange and Milestone together with Elite and
           Leasing subsequent to that date.

           In the opinion of management, the accompanying unaudited condensed
           consolidated financial statements reflect all adjustments, consisting
           of normal recurring accruals, necessary to present fairly the
           financial position of the Company as of March 31, 2003, its results
           of operations and cash flows for the three months ended March 31,
           2003 and 2002, and its changes in stockholders' equity for the three
           months ended March 31, 2003. Pursuant to the rules and regulations of
           the United States Securities and Exchange Commission (the "SEC"),
           certain information and disclosures normally included in financial
           statements prepared in accordance with accounting principles
           generally accepted in the United States of America have been
           condensed in or omitted from these consolidated financial statements
           unless significant changes have taken place since the end of the most
           recent fiscal year. Accordingly, these unaudited condensed
           consolidated financial statements should be read in conjunction with
           the audited financial statements as of December 31, 2002 and for the
           year then ended and the notes thereto (the "Audited Financial
           Statements") and the other information included in the Company's
           Annual Report on Form 10-KSB for the year ended December 31, 2002
           that was previously filed with the SEC.

           The results of the Company's operations for the three months ended
           March 31, 2003 are not necessarily indicative of the results of
           operations to be achieved for the full year ending December 31, 2003.

           Certain accounts in the condensed consolidated financial statements
           for the three months ended March 31, 2002 have been reclassified to
           conform to the 2003 presentations.


Note 2 - Basis of presentation:

           The accompanying condensed consolidated financial statements have
           been prepared assuming that the Company will continue as a going
           concern. As of March 31, 2003, the Company had a working capital
           deficiency of $1,977,000. In addition, the Company had net losses of
           $392,000 and $3,210,000 and negative cash flows from operating
           activities of $110,000 and $777,000 for the three months ended March
           31, 2003 and the year ended December 31, 2002, respectively.
           Management believes it is probable that the Company will need to
           obtain additional equity or debt financing to be able to sustain its
           operations until it can achieve profitability, if ever.

                                       7

<PAGE>


                     Milestone Capital, Inc. and Subsidiary

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)


Note 2 - Basis of presentation (concluded):

           Management believes that the commercial success and profitability of
           the Company will depend on its ability to expand its operations and
           achieve recognition as a national financing company. In addition to
           relying on in-house loan offerings, the Company has also sought to
           provide mortgage origination services through real estate agency
           offices, accountants, financial planners and other financial services
           firms. Employees at branch offices have direct access to the loan
           origination process through the Company's web site and related
           support software and database information. In addition, management
           has pursued expansion of its mortgage banking activities through the
           acquisition of other established mortgage bankers (see Note 4 to the
           Audited Financial Statements), and is seeking to expand the variety
           of lending activities in which it engages including, but not limited
           to, the equipment financing and leasing activities that Leasing, the
           Company's newly-formed subsidiary, will conduct.

           To enable the Company to sustain its operations through at least
           March 31, 2004 and, ultimately, complete its marketing and
           development program and achieve profitability, management plans to
           seek additional financing for the Company through sales of debt and
           equity securities. However, management cannot assure that the Company
           will be able to obtain the necessary additional debt or equity
           financing on acceptable terms and, accordingly, management cannot
           assure that the Company will be able to sustain its operations
           through at least March 31, 2004.

           The accompanying condensed consolidated financial statements do not
           include any adjustments related to the recoverability and
           classification of assets or the amount and classifications of
           liabilities that might be necessary should the Company be unable to
           continue as a going concern.

Note 3 - Net earnings (loss) per common share:

           The Company presents "basic" earnings (loss) per common share and, if
           applicable, "diluted" earnings per common share pursuant to the
           provisions of Statement of Financial Accounting Standards No. 128,
           "Earnings per Share". Basic earnings (loss) per common share is
           calculated by dividing income or loss applicable to common stock by
           the weighted average number of common shares outstanding during each
           period. As of March 31, 2003 and 2002, the Company had 20,049,560 and
           8,253,600 of potentially dilutive securities.

Note 4 - Convertible debentures:

           As of March 31, 2003, convertible debentures consist of notes that
           bear interest at 10%, can be converted at any time at the option of
           the holder or the Company into shares of the Company's common stock
           at $.20 per share and were initially scheduled to mature on March 1,
           2003; however, the maturity date was extendable for six months at the
           discretion of the Company. During the three months ended March 31,
           2003, the Company exercised its right to extend the maturity date of
           the outstanding debentures until September 1, 2003 (see Note 9 to the
           Audited Financial Statements).

                                       8

<PAGE>


                    Milestone Capital, Inc. and Subsidiaries

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

Note 5 - Stockholders' equity

           Stock option plan:

             Pursuant to the terms of the Exchange, the Company adopted
             Milestone's stock option plan. The Exchange agreement further
             required the Board of Directors of the Company to ratify the plan
             within one year of the consummation of the Exchange. As the plan
             was never ratified, options to purchase 9,344,392 shares of the
             Company's common stock were effectively cancelled. As a result,
             during the three months ended March 31, 2003, the Company reversed
             unearned compensation associated with such options totaling
             $329,028 (see Note 10 to the Audited Financial Statements).

           Forgiveness of officer salaries:

             During the three months ended March 31, 2003, officers of the
             Company forgave aggregate salaries of $53,000. Such amount was
             treated as a contribution to capital.

Note 6 - Income taxes:

           As of March 31, 2003, the Company had net operating loss
           carryforwards of approximately $9,323,000 available to reduce future
           Federal and state taxable income which, if not used, will expire at
           various dates through 2023. The Company had no other material
           temporary differences as of that date. Due to the uncertainties
           related to, among other things, the changes in the ownership of the
           Company, which could subject those loss carryforwards to substantial
           annual limitations, and the extent and timing of its future taxable
           income, if any, the Company offset the deferred tax assets
           attributable to the potential benefits of approximately $3,729,000
           from the utilization of those net operating loss carryforwards by an
           equivalent valuation allowance as of March 31, 2003.

           The Company had also offset the potential benefits of $2,951,000 from
           net operating loss carryforwards by an equivalent valuation allowance
           as of March 31, 2002. As a result of the increases in the valuation
           allowance of $118,000 and $407,000 during the three months ended
           March 31, 2003 and 2002, respectively, there are no credits for
           income taxes reflected in the accompanying consolidated statements of
           operations to offset pre-tax losses.

           Due to certain limitations established by the Internal Revenue Code,
           the amount of net operating loss carryforwards available for use in
           any one year is limited.

Note 7- Net worth requirements:

           The Company is subject to various minimum net worth requirements
           pursuant to various state and HUD-imposed mandates as well as
           requirements from its permanent investors. As of March 31, 2003, the
           Company was required to maintain an adjusted minimum net worth of
           $250,000. As of March 31, 2003, the Company did not meet such minimum
           net worth requirements. If such requirements are not properly cured,
           the Company's ability to continue as a going concern in the mortgage
           banking industry could be impaired. In addition, at various times
           during the year, the Company's net worth may be less than required
           minimum amounts.

                                       9

<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

General

On January 3, 2002, Milestone completed a share exchange transaction (the
"Exchange Transaction") with EliteAgents, Inc. ("EliteAgents"), whereby
Milestone issued shares of its Common Stock to the shareholders of EliteAgents
in exchange for all of the issued and outstanding ownership interests in
EliteAgents. EliteAgents was originally incorporated in New Jersey in 1999 under
the name MortgageBANC, Inc. as a New Jersey Correspondent Mortgage Banker, with
the name changed to QuickFinance, Inc. and then to EliteAgents, Inc. in March
2000. In February 2002, EliteAgents amended its Articles of Incorporation to
change its name to EliteAgents Mortgage Services Inc. As a result of the
Exchange Transaction, EliteAgents Mortgage Services, Inc. is a wholly owned
operating subsidiary of Milestone.

Significant Transactions

In July 2002, Milestone entered into a non-binding letter of intent to acquire a
mortgage-banking corporation that conducts business in approximately 30 states
and generated approximately $1.8 billion in mortgage originations during the
period from January 1, 2002 to December 31, 2002. This entity generates revenues
from retail, wholesale and correspondent operations. Through this transaction,
Milestone would also acquire a mortgage document preparation corporation and
title agency corporation. The original letter of intent has expired and the
parties have verbally agreed to extend the letter of intent. Milestone expects
to complete this transaction during the second quarter of 2003.

In October 2002, Milestone entered into a non-binding letter of intent to
acquire a mortgage broker operating in twelve states. This broker generated
approximately $2.0 billion in mortgage originations from retail operations and
strategic partnerships during the period from January 1, 2002 to December 31,
2002. The original letter of intent has expired and the parties have verbally
agreed to extend the letter of intent. Milestone expects to complete this
transaction during the second quarter of 2003.

Milestone has received a non-binding financing proposal to fund both of the
aforementioned proposed transactions through debt financing to be obtained from
a public bank. The debt financing and closing of each acquisition is subject to
the successful completion of due diligence reviews, execution of acceptable
purchase and lending agreements and receipt of various approvals.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations
are based upon our unaudited condensed consolidated financial statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these consolidated financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an on-going basis, we evaluate our
estimates, including those related to property and equipment, stock based
compensation, income taxes and contingencies. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

The accounting policies and estimates used as of December 31, 2002, which are
included in the notes to the consolidated financial statements in the Company's
previously filed Form 10-KSB filed on April 15, 2003, as amended by the
Company's Form 10-KSB/A filed on April 30, 2003, have been applied consistently
for the quarter ended March 31, 2003.

Results of Operations

2001 was the first full year in which we utilized our current sales distribution
model and Web-based technology in our loan origination business, and we
continued this activity in 2002 and the first quarter of 2003. Since 2001, we
have increased our user base to include business professionals such as
accountants, financial planners and insurance agents in addition to real estate
professionals, and we have benefited from this broadened user base. Our sales
and marketing strategy going forward is to focus on various types of business
professionals who may have clients in need of either purchase or refinance
mortgages. We believe that expanding our user base beyond real estate

                                       10

<PAGE>


professionals to other types of business professionals will help us increase our
volume of purchase mortgages and maintain a higher ratio of purchase mortgage
business when compared to refinance mortgage business.

In addition, recruiting experienced mortgage professionals and loan officers
will be crucial to our success. Through our experiences, we have determined that
experienced mortgage professionals and loan officers are more likely to be
successful in providing ongoing account management to our business
professionals, which we believe is essential to maintaining and increasing sales
volume with a given account. Account management consists primarily of reminding
our users of the value-added service we may provide our users and their clients,
as well as educating them on new products we may offer, such as leasing
services. In addition, experienced mortgage professionals are also able to
generate their own loan originations. For these reasons, we plan to focus on
recruiting experienced mortgage professionals to work as salespeople.

Based on the challenges we have experienced in hiring mortgage professionals
during this boom period in the residential mortgage industry, Milestone has
determined that our growth objectives can best be met through acquisitions of
complementary companies. As noted above, Milestone has entered into two separate
non-binding letters of intent to acquire two mortgage companies that, if and
when they are acquired by Milestone are expected to lead to the addition of over
500 mortgage professionals. We believe that these companies would also provide
Milestone with significant additions to senior management, important strategic
relationships that will generate benefit from the EliteAgents system and a
substantially larger mortgage warehouse line.

We generate revenue primarily from (i) loan origination and broker fees, (ii)
net gain on the sale of mortgage loans in the secondary market and (iii)
interest income received on mortgage loans during the period in which we
warehouse loans pending their sale in the secondary market. Loan origination
fees, net gain on the sale of mortgage loans and interest income are largely
transaction oriented and volume driven. We did not engage in the warehousing of
mortgage loans until the fourth quarter of 2001.

We currently broker more than 75% of our loans to more than 20 lenders. As we
become more experienced in managing our warehouse line of credit, we expect that
we will increase the volume of loans that we fund through our warehouse line of
credit. We do not engage in the practice of servicing loans. All of the loans
funded by our warehouse line are sold out of the line within 30 days. The
proceeds of the loans sold out of our warehouse line are used to repay the line
of credit that originally funded the loans.

In the first quarter of fiscal year 2003, our loan originations increased by 56%
to $45.0 million on 202 loans from $28.9 million on 146 loans in the first
quarter of fiscal year 2002. Our net loss from operations for the first quarter
of fiscal year 2003 was ($391,737) compared to a net loss from operations of
($1,203,960) in the first quarter of fiscal 2002, a decrease of 68%. For the
first quarter of fiscal year 2003, revenues increased 68% to $910,707 from
$543,579 in the first quarter of 2002. Total operating expenses decreased by 27%
to ($1,233,388) for the first quarter of 2003 from ($1,681,789) in the first
quarter of 2002.

Loan Origination and Broker Fee Income. We recognize fees from purchase mortgage
loan originations at closing if the loan is brokered by us instead of warehoused
by us. Loan origination income increased 100% to $906,109 in first quarter of
fiscal year 2003 from $453,082 in the first quarter of fiscal year 2002. The
primary factor that contributed significantly to the increase in revenue per
loan we experienced during the first quarter of 2003 compared to the first
quarter of 2002 was the better margins that we received from the lending
institutions we utilized due to better relations with them and our improved
understanding of which institutions provide better margins.

Gains on Sale of Mortgage Loans. When we warehouse loans, we seek to sell those
loans in the secondary markets. Our gains and losses from the sale of mortgage
loans are affected by several factors including (i) competitive market forces
affecting our pricing structure at the time of origination, (ii) interest rate
increases or decreases between the time that we commit to originate or purchase
loans and the time that we commit to sell the loans in the secondary markets,
(iii) price subsidies and (iv) the recognition of gains relating to originated
mortgage servicing rights. Our net gain on the sales of mortgage loans from our
loan warehousing operations was $3,468 in the first quarter of 2003 compared to
$72,939 in the first quarter of 2002. The reason for the decrease in the first
quarter of 2003 was a departure of personnel responsible for warehouse
operations and managements' decision to decrease warehouse operations until
suitable personnel have been installed.

Interest Income. Interest income consists primarily of the difference between
the interest income received on mortgage loans and the interest that we pay on
the short-term bank borrowings used to finance mortgage loans prior to the sale
of the loan into the secondary market. The conditions that affect net interest
income from period to period include the relationship between prevailing
mortgage rates and short-term borrowing rates, the mix of fixed-rate and
adjustable rate mortgage loans held for sale and the average holding period

                                       11

<PAGE>


before the loans are sold. Interest income also includes interest received on
our cash accounts. Interest income in the first quarter of 2003 was $1,130
compared to $17,558 for the first quarter of 2002.

The major components of our total expenses are (i) compensation (including
commissions) and benefits, and (ii) general and administrative expenses. Total
operating expenses decreased by 27% to ($1,233,388) for the first quarter of
2003 from ($1,681,789) in the first quarter of 2002. Payments of commissions
for loan originations increased by 68% to ($232,283) for the first quarter of
2003 from ($138,490) for the first quarter of 2002. Non-commission employee
compensation decreased by 50% to ($363,125) for the first quarter of 2003 from
($724,841) for the first quarter of 2002.


Non Cash Expenses

During the first quarter of 2003, the Company incurred non-cash operating
expenses for depreciation and amortization, forgiveness of current year salaries
and interest expense associated with amortization of debt discount and deferred
financing costs. Depreciation and amortization increased to $98,231 in the first
quarter of 2003 from $90,784 in the first quarter of 2002. Salaries forgiven by
officers of the Company decreased to $53,000 in the first quarter of 2003 from
$128,833 from the first quarter of 2002. Interest expense associated with the
amortization of debt discount and deferred financing costs decreased to $35,400
in the first quarter of 2003 from $65,750 in the first quarter of 2002.


Equipment Leasing

We are expanding our business operations into the equipment leasing market
through our wholly owned subsidiary EliteAgents Leasing, Inc. Our focus will be
to provide leasing services to small and medium-sized customers. This is part of
our overall strategy of utilizing our sales distribution model (consisting of a
direct sales force and sales through network sites) in multiple markets. The
Web-based leasing software system that we are developing internally uses many of
the same features as the Web-based technology used in our loan origination
business.  We did not generate any significant revenues in the equipment leasing
market during the three months ended March 31, 2003.


Income Taxes

We have incurred net operating losses since inception and, therefore, we have
not incurred any income taxes. We have a net operating tax loss carry forward of
approximately $9,323,000. However, due to certain limitations established by the
Internal Revenue Code, the amount of net operating loss carryforwards available
for use in any one year is limited.

Disclosure About Market Risk

We manage many risks in the normal course of business. However, we consider
interest rate risk to be one of the most significant market risks that could
materially impact our financial position and results of operations. The
movements in interest rates affect the value of capitalized mortgage servicing
rights, the mortgage inventory held for sale, volume of loan production and
total net interest income earned.

Liquidity and Capital Resources

As of March 31, 2003, we had a cash balance of $83,695 and a working capital
deficiency of $1,977,000. We believe that we may continue to incur negative cash
flows from operating activities for the foreseeable future. To control spending,
we have implemented several expense control measures. Funds amounting to over
15% of our current operating expenses are being used to pay down past bills
incurred for professional services and for equipment. For Milestone to continue
its business operations as a going concern increase sales production and engage
in marketing efforts, with a goal of generating positive net income on a monthly
basis, it will be necessary for us to immediately obtain additional funding and
to continue to control expenses. However, there can be no assurance that we will
be able to obtain additional capital on terms acceptable to us. See "Need for
additional financing; uncertainty of additional financing" in the "Risk Factors"
section of Milestone's Annual Report on Form 10-KSB filed on April 15, 2003, as
amended by Milestone's Form 10-KSB/A filed on April 30, 2003.

Milestone has received a non-binding financing proposal from a bank to provide a
significant amount of debt financing for our proposed acquisitions and for
working capital purposes. Assuming that the debt financing transaction and the
acquisitions are consummated and perform as expected, we anticipate that the

                                       12

<PAGE>


financing we will receive from this bank and the cash generated by the two
companies Milestone intends to acquire will enable Milestone to execute our
business strategy and will be sufficient to meet Milestone's working capital
needs for the next twelve months.

Milestone has accrued significant accounts payable in connection with the
negotiation of one of the proposed acquisitions, and in the event that we do not
obtain the debt financing, our need to obtain alternative sources of financing
in order to continue our ongoing business operations and satisfy our accounts
payable will be increased.

Net cash used in operating activities was $109,545 for the three months ended
March 31, 2003, as compared to net cash used in operations of $198,528 for the
three months ended March 31, 2002. The decrease in net cash used in operating
activities was primarily due to the reduction in the net operating loss during
the three months ended March 31, 2003, as compared to the three months ended
March 31, 2002.

During the first fiscal quarter of 2002, we engaged in two capital raising
initiatives. In February 2002, we closed an offering of unregistered common
stock of Milestone from which we raised $214,000 through the sale of 4,356,184
shares. The shares issued in this transaction were exempt from registration
requirements pursuant to the exemption from registration contained in Rule 506
of Regulation D of the Securities Act of 1933 as amended to date.

On March 1, 2002, we initiated an offering of up to $1.15 million in
unregistered convertible debentures to accredited investors. The convertible
debentures bear interest at 10% per year and can be converted at any time at the
option of the holder into shares of our unregistered common stock at $0.20 per
share. The convertible debentures mature on September 1, 2003. In addition,
holders of the convertible debentures receive one share of our unregistered
common stock for each $1.00 of convertible debentures purchased. We closed this
offering during the first quarter of 2002. We raised $350,000 from this
offering. The notes and shares issued in this offering were exempt from
registration requirements pursuant to the exemption from registration contained
in Rule 506 of Regulation D of the Securities Act of 1933 as amended to date.
The proceeds of these raises have been used to fund operating expenses, increase
advertising and marketing in the mortgage division, and launch the equipment
leasing division. At various times during 2002, holders converted the debentures
into 375,000 shares of the Company's common stock. The debentures that were
converted had an aggregate principal balance of $75,000.

In September 2002 Milestone initiated a new private placement to raise capital
to fund our due diligence costs and other transaction costs associated with our
pending acquisitions, to pay down certain accounts payable and to fund operating
expenses. Milestone is offering up to 110,000 Units for $10 per Unit. Each Unit
consists of (i) 50 shares of Milestone's unregistered common stock, (ii) a
warrant exercisable for up to 25 shares of Milestone's unregistered common stock
at an exercise price of $0.40 per share, and (iii) a warrant exercisable for up
to 25 shares of Milestone's unregistered common stock at an exercise price of
$0.60 per share. The Units will be offered solely to a limited number of
accredited investors. The Units have not been registered under the Securities
Act of 1933 as amended to date, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. From October 1, 2002 through November 4, 2002, Milestone had
raised $145,000 from this offering, and the issued securities were exempt from
registration requirements pursuant to the exemption from registration contained
in Rule 506 of Regulation D of the Securities Act of 1933 as amended to date.

During 2002, the Company issued 905,575 shares of common stock of the Company in
exchange for services. Of the 905,575 shares issued, 890,575 were issued to
officers of the Company for the reimbursement of expenses of $43,750. All shares
issued to officers were issued through a private placement the Company was then
offering to accredited investors. The securities issued in this transaction were
exempt from registration requirements pursuant to the exemption from
registration contained in Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 as amended to date.

In addition, during 2002, the Company issued 271,250 shares of common stock with
a fair value of $54,300 in exchange for general and administrative costs. The
securities issued in this transaction were exempt from registration requirements
pursuant to the exemption from registration contained in Section 4(2) and Rule
506 of Regulation D of the Securities Act of 1933 as amended to date.

                                       13

<PAGE>


During 2002, certain officers of the Company advanced an aggregate of $221,000
to the Company to fund ongoing operations. The Company issued warrants to
purchase 1,080,000 shares of the Company's common stock at an exercise price of
$.20 per share that expire on September 30, 2007 in consideration for the
provision by these officers of the funding. The securities issued in this
transaction were exempt from registration requirements pursuant to the exemption
from registration contained in Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 as amended to date.

The Company maintains a warehouse line of credit with The Provident Bank. The
warehouse line of credit is subject to quarterly review.


Inflation

Inflation may significantly affect our ability to originate loans. Interest
rates typically increase during periods of high inflation and decrease during
periods of low inflation. Generally, the mortgage banking industry, and in
particular the refinance mortgage industry, has experienced increased
origination volume in response to low interest rates, and loan originations,
particularly refinance mortgage originations, have generally decreased during
periods of high interest rates.

Special Cautionary Notice Regarding Forward-Looking Statements

In addition to historical information, this Quarterly Report on Form 10-QSB
contains forward-looking statements that involve risks and uncertainties that
could cause actual results to differ materially. Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in "Management's Discussion and Analysis or Plan of Operation" as well as in
this Quarterly Report generally. You should carefully review the risks described
in this Quarterly Report as well as the risks described in our Annual Report on
Form 10-KSB filed on April 15, 2003, as amended by our Form 10-KSB/A filed on
April 30, 2003. In addition, when used in this Quarterly Report, the words
"anticipates," "plans," "believes," "intends," "estimates," and "expects" and
similar expressions are generally intended to identify forward-looking
statements. Such statements are subject to a number of risks and uncertainties.
Our actual results, performance or achievements could differ materially from the
results expressed in, or implied by these forward-looking statements or us. We
undertake no obligation to revise these forward-looking statements to reflect
any future events or circumstances.

Cautionary Statements

We continue to be subject to certain factors that could cause our results to
differ materially from expected and historical results. You should carefully
review the risks described in this Quarterly Report as well as the risks
described in our Annual Report on Form 10-KSB filed on April 15, 2003, as
amended by our Form 10-KSB/A filed on April 30, 2003.

ITEM 3.  CONTROLS AND PROCEDURES

We performed an evaluation under the supervision and with the participation of
our management, including our Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO"), of the effectiveness of the design and operation of
our disclosure controls and procedures. Based on that evaluation, our CEO and
CFO concluded that our disclosure controls and procedures were effective as of
March 31, 2003. There have been no significant changes in our internal controls
or other factors that could significantly affect internal controls subsequent to
March 31, 2003.

                           PART II OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In the ordinary course of its business, the Company may at times be subject to
various legal proceedings. However, the Company is not party to, and is not
aware of, pending or threatened litigation that we currently anticipate that
would have a material adverse effect on the Company.

                                       14

<PAGE>


ITEM 2.  CHANGES IN SECURITIES

During the first fiscal quarter of 2002, we engaged in two capital raising
initiatives. In February 2002, we closed an offering of unregistered common
stock of Milestone from which we raised $214,000 through the sale of 4,356,184
shares. The shares issued in this transaction were exempt from registration
requirements pursuant to the exemption from registration contained in Rule 506
of Regulation D of the Securities Act of 1933 as amended to date.

On March 1, 2002, we initiated an offering of up to $1.15 million in
unregistered convertible debentures to accredited investors. The convertible
debentures bear interest at 10% per year and can be converted at any time at the
option of the holder into shares of our unregistered common stock at $0.20 per
share. The convertible debentures mature on September 1, 2003. In addition,
holders of the convertible debentures receive one share of our unregistered
common stock for each $1.00 of convertible debentures purchased. We closed this
offering during the first quarter of 2002. We raised $350,000 from this
offering. The notes and shares issued in this offering were exempt from
registration requirements pursuant to the exemption from registration contained
in Rule 506 of Regulation D of the Securities Act of 1933 as amended to date.
The proceeds of these raises have been used to fund operating expenses, increase
advertising and marketing in the mortgage division, and launch the equipment
leasing division.

In September 2002 Milestone initiated a new private placement to raise capital
to fund our due diligence costs and other transaction costs associated with our
pending acquisitions, to pay down certain accounts payable and to fund operating
expenses. Milestone is offering up to 110,000 Units for $10 per Unit. Each Unit
consists of (i) 50 shares of Milestone's unregistered common stock, (ii) a
warrant exercisable for up to 25 shares of Milestone's unregistered common stock
at an exercise price of $0.40 per share, and (iii) a warrant exercisable for up
to 25 shares of Milestone's unregistered common stock at an exercise price of
$0.60 per share. The Units will be offered solely to a limited number of
accredited investors. The Units have not been registered under the Securities
Act of 1933 as amended to date, and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements. Through September 30, 2002, Milestone had not raised any proceeds
from this offering. From October 1, 2002 through November 4, 2002, Milestone had
raised $145,000 from this offering, and the issued securities were exempt from
registration requirements pursuant to the exemption from registration contained
in Rule 506 of Regulation D of the Securities Act of 1933 as amended to date.

In 2002, the Company issued 905,575 shares of common stock of the Company in
exchange for services. Of the 905,575 shares issued, 890,575 were issued to
officers of the Company for the reimbursement of expenses of $43,750. All shares
issued to officers were issued through a private placement the Company was then
offering to accredited investors. The securities issued in this transaction were
exempt from registration requirements pursuant to the exemption from
registration contained in Section 4(2) and Rule 506 of Regulation D of the
Securities Act of 1933 as amended to date.

In addition, during 2002, the Company issued 271,250 shares of common stock with
a fair value of $54,300 in exchange for general and administrative costs. The
securities issued in this transaction were exempt from registration requirements
pursuant to the exemption from registration contained in Section 4(2) and Rule
506 of Regulation D of the Securities Act of 1933 as amended to date.

During 2002, certain officers of the Company advanced an aggregate of $221,000
to the Company to fund ongoing operations. The Company issued warrants to
purchase 1,080,000 shares of the Company's common stock at an exercise price of
$.20 per share that expire on September 30, 2007 to two of these officers in
consideration for the provision by these officers of the funding. The securities
issued in this transaction were exempt from registration requirements pursuant
to the exemption from registration contained in Section 4(2) and Rule 506 of
Regulation D of the Securities Act of 1933 as amended to date.


ITEM 5.  OTHER INFORMATION

Consistent with Section 10A(i)(2) of the Securities Exchange Act of 1934, as
added by Section 202 of the Sarbanes-Oxley Act of 2002, the Company is
responsible for listing the non-audit services approved in the first quarter of
2003 by the Company's Board of Directors to be performed by JH Cohn LLP, the
Company's external auditor. Non-audit services are defined in the law as
services other than those provided in connection with an audit or a review of
the financial statements of the Company. The non-audit services approved by the
Board of Directors in the first quarter of 2003 (see list below) are each
considered by the Company to be other services. Each of the services has been
approved in accord with a pre-approval from the Board of Directors.

During the quarterly period covered by this filing, the Board of Directors
approved new or recurring engagements of JH Cohn for the following non-audit
services: due diligence review related to the proposed acquisitions discussed
above.

                                       15

<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                            MILESTONE CAPITAL, INC.

Date:  May 19, 2003
                                            By:  /s/  Charles J. DeMory
                                               --------------------------------
                                                      Charles J. DeMory,
                                                      Chairman,
                                                      Chief Executive Officer
                                                      and President


Date: May 19, 2003                           /s/  John Mangel III
                                             ----------------------------------
                                                  John Mangel III,
                                                  Chief Financial Officer and
                                                  Executive Vice President

                                       16

<PAGE>


CERTIFICATIONS

Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act
of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, Charles J. DeMory, Chief Executive Officer of Milestone Capital, Inc.,
certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Milestone Capital,
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  May 19, 2003                         /s/  Charles J, DeMory
                                            -----------------------------------
                                                 Charles J. DeMory, Chairman,
                                                 Chief Executive Officer and
                                                 President

                                       17

<PAGE>


Certification Pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act
of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


I, John Mangel III, Chief Financial Officer of Milestone Capital, Inc., certify
that:

1.   I have reviewed this quarterly report on Form 10-QSB of Milestone Capital,
     Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b.   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c.   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a.   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: May 19, 2003                          /s/  John Mangel III
                                            -----------------------------------
                                                 John Mangel III,
                                                 Chief Financial Officer and
                                                 Executive Vice President

                                       18