FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                    For the quarter ended September 30, 2001

                       Commission file number: 33-15096-D


                             MILESTONE CAPITAL, INC.
                 (Name of Small Business Issuer in its charter)


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

                       26 West Dry Creek Circle, Suite 600
                            Littleton, Colorado 80120
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (303) 794-9450
                (Issuer's telephone number, including area code)

     Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter periods that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                Yes  X     No
                                   -----      -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.

Common Stock, No Par Value, 7,879,139 shares as of September 30, 2001.

<PAGE>


PART I. FINANCIAL INFORMATION.

Item 1. Financial Statements.


                             MILESTONE CAPITAL, INC.
                          (A Development Stage Company)
                        UNAUDITED CONDENSED BALANCE SHEET
                               SEPTEMBER 30, 2001


                                     ASSETS
                                     ------

Current Assets:
  Cash and cash equivalents                                           $     565
                                                                      ---------

     Total Assets                                                     $     565
                                                                      =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current Liabilities:
 Accounts payable:
  Trade                                                               $     225
  Stockholders                                                            3,084
 Notes payable - stockholders                                            64,200
 Accrued interest - stockholders                                         10,963
                                                                      ---------

     Total Current Liabilities                                           78,472
                                                                      ---------

Stockholders' Equity (Deficit):
 Preferred stock; no par value, 5,000,000 shares
   authorized, none issued or outstanding                                  --
 Common stock:  no par value, 500,000,000 shares
  authorized, 7,879,139 shares issued and outstanding                   507,403
 Deficit accumulated during the development stage                      (100,712)
 Accumulated deficit                                                   (484,598)
                                                                      ---------

     Total Stockholders' Equity (Deficit)                               (77,907)
                                                                      ---------

     Total Liabilities and Stockholders' Equity (Deficit)             $     565
                                                                      =========


                             See notes to unaudited
                         condensed financial statements.

                                       -1-
<PAGE>
<TABLE>
<CAPTION>


                                        MILESTONE CAPITAL, INC.
                                     (A Development Stage Company)
                             UNAUDITED CONDENSED STATEMENTS OF OPERATIONS




                                          Three Months Ended            Nine Months Ended      Cumulative From
                                             September 30,                September 30,       January 1, 1998 To
                                          ------------------           -------------------       September 30,
                                          2001          2000           2001           2000           2001
                                          ----          ----           ----           ----           ----

<S>                                   <C>            <C>            <C>            <C>            <C>
Revenue                               $      --      $      --      $      --      $      --      $      --

Operating expenses                          1,928          2,689         13,107         10,911         89,749
                                      -----------    -----------    -----------    -----------    -----------

  Loss From Operations                     (1,928)        (2,689)       (13,107)       (10,911)       (89,749)
                                      -----------    -----------    -----------    -----------    -----------

Other Income (Expense):
 Interest expense - stockholders           (1,919)        (1,404)        (5,322)        (3,529)       (10,963)
                                      -----------    -----------    -----------    -----------    -----------

  Total Other Income (Expense)             (1,919)        (1,404)        (5,322)        (3,529)       (10,963)
                                      -----------    -----------    -----------    -----------    -----------

  Net Loss                            $    (3,847)   $    (4,093)   $   (18,429)   $   (14,440)   $  (100,712)
                                      ===========    ===========    ===========    ===========    ===========

Net loss per share of common stock:
  Basic                               $      --      $      --      $      --      $      --      $      (.02)
                                      ===========    ===========    ===========    ===========    ===========
  Diluted                             $      --      $      --      $      --      $      --      $      (.02)
                                      ===========    ===========    ===========    ===========    ===========

Weighted average number of common
 shares outstanding:
  Basic                                 7,879,139      7,879,139      7,879,139      7,879,139      5,925,643
  Diluted                               7,879,139      7,879,139      7,879,139      7,879,139      5,925,643



                                        See notes to unaudited
                                    condensed financial statements.

                                                  -2-
<PAGE>


                                     MILESTONE CAPITAL, INC.
                                  (A Development Stage Company)
                          UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


                                                                 Nine Months Ended   Cumulative From
                                                                   September 30,    January 1, 1998 To
                                                                 -----------------     September 30,
                                                                 2001         2000         2001
                                                                 ----         ----         ----

Cash Flows From Operating Activities:
  Net loss                                                    $ (18,429)   $ (14,440)   $(100,712)
  Adjustments to reconcile net loss to net cash
   (used) by operating activities:
   Changes in liabilities:
    Accounts payable-trade                                          (35)     (13,200)      (1,775)
    Accrued interest                                              5,322        3,529       10,963
                                                              ---------    ---------    ---------

       Net Cash (Used) By Operating Activities                  (13,142)     (24,111)     (91,524)
                                                              ---------    ---------    ---------

Cash Flows From Financing Activities:
  Repayment of stockholder advances                                --           --           (895)
  Proceeds from stockholders loans                               13,200       23,500       77,704
  Issuance of common stock                                         --           --         15,000
                                                              ---------    ---------    ---------

       Net Cash Provided By Financing Activities                 13,200       23,500       91,809
                                                              ---------    ---------    ---------

       Net Increase (Decrease) in Cash and Cash Equivalents          58         (611)         285

       Cash and Cash Equivalents at Beginning of Period             507          958          280
                                                              ---------    ---------    ---------

       Cash and Cash Equivalents at End of Period             $     565    $     347    $     565
                                                              =========    =========    =========

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                  $    --      $    --      $    --
    Income taxes                                              $    --      $    --      $    --

Supplemental Disclosure of Noncash Investing
 and Financing Activities:
  Conversion of accounts payable - stockholder
   into common stock                                          $    --      $    --      $  11,525


                                     See notes to unaudited
                                 condensed financial statements.

                                               -3-
</TABLE>
<PAGE>


                             MILESTONE CAPITAL, INC.
                          (A Development Stage Company)
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS



Description of Business

Milestone Capital, Inc (the "Company") was organized in February 1987 as a
Colorado corporation. The Company is in the development stage as is more fully
defined in Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises". The Company was
dormant from late 1995 until January 1, 1998 when the Company re-entered into
the development stage. Planned principal operations of the Company have not yet
commenced and activities to date have been primarily organizational in nature.
The Company intends to evaluate, structure and complete a merger with, or
acquisition of, prospects consisting of private companies, partnerships or sole
proprietorships. The Company may seek to acquire a controlling interest in such
entities in contemplation of later completing an acquisition.

Basis of Presentation

The accompanying financial information of the Company is prepared in accordance
with the rules prescribed for filing condensed interim financial statements and,
accordingly, does not include all disclosures that may be necessary for complete
financial statements prepared in accordance with generally accepted accounting
principles. The disclosures presented are sufficient, in management's opinion,
to make the interim information presented not misleading. All adjustments,
consisting of normal recurring adjustments, which are necessary so as to make
the interim information not misleading, have been made. Results of operations
for the nine months ended September 30, 2001 are not necessarily indicative of
results of operations that may be expected for the year ending December 31,
2001. It is recommended that this financial information be read with the
complete financial statements included in the Company's Annual Report on Form
10-KSB for the year ended December 31, 2000 previously filed with the Securities
and Exchange Commission.

Per Share Information

The Company adopted SFAS No. 128, "Earnings Per Share," which specifies the
method of computation, presentation and disclosure for earnings per share. SFAS
No. 128 requires the presentation of two earnings per share amounts, basic and
diluted.

Basic earnings per share is calculated using the average number of common shares
outstanding. Diluted earnings per share is computed on the basis of the average
number of common shares outstanding plus the dilutive effect of outstanding
stock options using the "treasury stock" method.

The basic and diluted earnings per share are the same because the Company did
not have any outstanding stock options during the periods presented.

Proposed Merger

On October 22, 2001, the Company entered into a non-binding letter of intent for
a reverse merger with Elite Agents, Inc., a privately-held corporation
("Elite"), for Elite to acquire 90% of the issued and outstanding shares of the
Company's common stock. As a condition to the reverse merger, prior to or
simultaneously with the closing, Elite will have completed a private placement
offering of a minimum $500,000 in equity.

                                       -4-
<PAGE>


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

     The Company seeks merger candidates with on-going operations. As of
September 30, 2001, the Company had not identified any such candidates, however
on October 22, 2001 the Company entered into a non-binding letter of intent for
a reverse merger with Elite Agents, Inc. ("Elite") for Elite to acquire 90% of
the issued and outstanding shares of the Company's common stock on the date of
closing.

Results of Operations.

Three Months Ended September 30, 2001, vs. Three Months Ended September 30,
2000.

     No operating revenues were generated during the three months ended
September 30, 2001, and 2000. Operating expenses decreased by $761 to $1,928 for
the three months ended September 30, 2001, compared to $2,689 for the three
months ended September 30, 2000. The Company's net loss decreased to $3,847 for
the three months ended September 30, 2001, compared to $4,093 for the three
months ended September 30, 2000.

Nine Months Ended September 30, 2001, vs. Nine Months Ended September 30, 2000.

     No operating revenues were generated during the nine months ended September
30, 2001 and 2000. Operating expenses increased by $2,196 to $13,107 for the
nine months ended September 30, 2001, compared to $10,911 for the nine months
ended September 30, 2000. The Company's net loss increased to $18,429 for the
nine months ended September 30, 2001, compared to $14,440 for the nine months
ended September 30, 2000.

Liquidity and Capital Resources.

     During the nine months ended September 30, 2001, stockholders have loaned
$13,200 to the Company. The loans bear interest at 12% and are payable on
demand. The Company had a working capital deficiency of $77,907 as of September
30, 2001.

     The Company does not have sufficient funds to continue its operating
activities. Future operating activities are expected to be funded by loans from
a major stockholder.

                                      -5-
<PAGE>


PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

     None.

Item 2. Changes in Securities.

     None.

Item 3. Defaults Upon Senior Securities.

     None.

Item 4. Submission of Matters to a Vote of Security Holders.

     None.

Item 5. Other Information.

     On October 22, 2001, the Company entered into a non-binding letter of
intent for a reverse merger with Elite Agents, Inc., a privately-held
corporation ("Elite"), for Elite to acquire 90% of the issued and outstanding
shares of the Company's common stock on the date of closing. As a condition to
the reverse merger, prior to or simultaneous with the closing, Elite will have
completed a private placement offering of a minimum of $500,000 in equity.

Item 6. Exhibits and Reports on Form 8-K.

     Reports on Form 8-K: During the three months covered by this report, the
Company filed no reports on form 8-K.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.



Date: November 8, 2001                  MILESTONE CAPITAL, INC.
                                             (Registrant)


                                        /s/ Earnest Mathis, Jr.
                                        ----------------------------------------
                                        Earnest Mathis, Jr.
                                        Chief Executive Officer, Chief Financial
                                         Officer (Principal Accounting Officer),
                                         Secretary and Director


                                      -6-