<PAGE>
                   	U.S. SECURITIES AND EXCHANGE COMMISSION
                           	WASHINGTON, D.C.  20549

                                  	FORM 10-KSB

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
             For the fiscal year ended December 31, 1999.

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                          	Commission File No. 33-24138-D

	                                 CAPITAL GROWTH, INC.
                   	(Name of small business issuer in its charter)

     	Nevada	                                     						87-0463772
State or other jurisdiction of				                      (I.R.S. Employer
incorporation or organization				                      	Identification No.)

                            	55 West 200 North, Provo Utah
                      	(Address of principal executive offices)
	                                       84601
                                    	(Zip Code)

                                  	(801) 377-1758
              	(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period 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

Check if disclosure of delinquent filers in response to Item 405 of Regulation
8-B is not contained herein and will not be contained in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
KSB or any amendment to this Form [ ] (not applicable)

The aggregate market value of the common voting stock held by non-affiliates
as of April 14, 2000: $4,569,536

Shares outstanding of the Issuer's common stock as of April 14, 2000:
24,500,000 shares.

The issuer had no revenues for the year ended December 31, 1999.
<PAGE>
                                 PART I
ITEM 1.  DESCRIPTION OF BUSINESS.

(A) BUSINESS DEVELOPMENT.

    Capital Growth, Inc. (the "Issuer" or "Company"), was incorporated under
the laws of the State of Nevada on March 28, 1988.

   	In 1989, the Company registered with the Securities Exchange Commission on
Form S-18 an offering of Units comprising shares of common stock and warrants.
The warrants were subsequently allowed to expire without exercise and are no
longer outstanding.

   	The Company has no present business operations.  In May, 1999, the Company
reverse split its common stock on a 1 for 20 basis, reducing the total
outstanding from 50,000,000 to 2,500,000 shares.  Share amounts have been
retroactively restated herein to reflect the split.  The Company then agreed
to issue 22,000,000 post-split shares for cash consideration of $44,000.  In
connection therewith, the sole officer/director resigned and appointed new
management.

(B) BUSINESS OF THE ISSUER.

   	None; However the Company has signed a letter of intent with Imagenetix,
Inc. on March 15, 2000, pertaining to a stock for stock exchange.  All related
information is incorporated herein by reference that has been filed with the
Securties Exchange Commission on Form 8K dated March 23,2000.

ITEM 2.  PROPERTIES.

   	The Issuer has no material assets.

OFFICE FACILITIES AND EMPLOYEES

   	The Company has no office facilities of its own or employees.


ITEM 3.  LEGAL PROCEEDINGS.

   	There are not currently any material pending legal proceedings, to which
the Company is a party or of which any of its property is subject, and no
such proceedings are known to the Company to be threatened or contemplated
by or against it.
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   	No matter was submitted to a vote of the security holders, through
solicitation of proxies or otherwise during the 4th quarter of the fiscal year
covered by this Report.

                               	PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    	(A) MARKET INFORMATION.

    	The registrant's common stock did not trade actively during the fiscal
year ended 1999, however the common stock is eligible for quotation on the
electronic bulletin board under the symbol CGTH.

    	(B) HOLDERS.

    	The approximate number of record holders of the Company's common stock
as of April 14, 2000, was 306.

    	(C) DIVIDENDS.

    	The Company has not paid any cash dividends to date and does not
anticipate or contemplate paying dividends in the foreseeable future.  It is
the present intention of management to utilize all available funds for the
development of the Company's business.

    	The Company is authorized by its Certificate of Incorporation to issue
up to 50,000,000 shares of common stock, $.001 par value.

    	One-third of the outstanding shares of the Company's common stock must
be present at a duly called shareholders' meeting in order to have a quorum.
However, under Nevada law, amendments to the Company's Articles of
Incorporation and certain other matters require an affirmative vote of at
least a majority of all outstanding shares.

    	All shares of stock, when issued, will be fully-paid and nonassessable.
All shares are equal to each other with respect to voting, liquidation and
dividend rights.  Holders of shares of common stock are entitled to one vote
for each share they own at any stockholders' meeting.  Holders of shares of
common stock are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefore, and upon
liquidation are entitled to participate pro-rata in a distribution of assets
available for such a distribution to stockholders.  There are no conversion,
pre-emptive or other subscription rights or privileges with respect to any
shares.  Reference is made to the Company's Articles of Incorporation  together
with the Amendments thereto and its By-Laws as well as to the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of common stock.  The common stock of the Company
does not have cumulative voting rights which means that the holders of more
than 50% of the shares voting for the election of directors may elect all of
the directors if they choose to do so.  In such event, the holders of the
remaining shares aggregating less than 50% will not be able to elect any
directors.
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

    	The Company was incorporated March 28, 1988, for the purpose of
investing in any and all types of assets, properties, and businesses.  In
1989, the Company completed a public stock offering which was registered on
Form S-18 with the Securities and Exchange Commission.  The Company's only
business activity, to date, has been its formation and the registration of its.

    	The Company's plan of operation is to formulate a business plan or design
for operation.

ITEM 7.  FINANCIAL STATEMENTS.

    	See attached financial statements:  Balance Sheet as of December 31, 1999
and 1998; Statement of Operation for the years ended December 31, 1999 and 1998
and cumulative amounts since inception; Statement of Stockholder's equity from
inception through December 31, 1998 and Statement of Cash flows for the years
ended December 31, 1998 and 1997 and cumulative amounts since inception.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

    	During the two most recent fiscal years, there has not been any change
in the principal independent accountant for the Company, and there has been
no disagreement on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.

                                 	PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

    	(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS.

    	The current sole director of the Company, who will serve until the
next annual meeting, or until his successors are elected or appointed and
qualified, is set forth below:

<TABLE>
NAME               AGE                YEAR FIRST            POSITION
                                      ELECTED AS
                                      DIRECTOR
<S>                <C>                   <C>                   <C>
David N. Nemelka   35                 Since May, 1999       President,
                                                            Secretary-
                                                            Treasurer &
                                                            Director
</TABLE>


Business Experience

     From August 1994 until present David N. Nemelka has owned and operated
McKinley Capital, a financial consulting business.  He is presently the CEO of
One World Online.com, Inc.  From June 1993 to July 1994 Mr. Nemelka was an
Assistant Brand manager for Proctor & Gamble (1993-94) where he developed the
<PAGE>
marketing plan for a budgeted $20 million new product launch.  He received a
B.S. degree in business finance from Brigham Young University and his M.B.A.
from Wharton Business School at the University of Pennsylvania.

    	(B) IDENTIFY SIGNIFICANT EMPLOYEES:
     The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.

    	(C) FAMILY RELATIONSHIPS: None.

    	(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

    	None of the officers or directors have been involved in any material
legal proceedings which occurred within the last five years of any type
described in Section 401(d) of Regulation S-B.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT: Not applicable

ITEM 10.  EXECUTIVE COMPENSATION.

    	During the last four fiscal years none of the persons then serving as
officers or directors individually received any salary, wage or other
compensation. $100 per month was accrued for use of office facilities and
accounting services, to the accounting firm of the Company's former president.
During 1998 and each of the two preceding years a total of $1,200 was accrued
pursuant to this arrangement.  During the current fiscal year the Company
has no present plans to pay any other compensation to officers of directors.

    	There are presently no ongoing pension or other plans or arrangements
pursuant to which remuneration is proposed to be paid in the future to any of
the officers and directors of the registrant.

Item 11.  Executive Compensation

    	The Company has not paid compensation to any of its officers or directors.
<TABLE>
                         SUMMARY COMPENSATION TABLE

______________________________________________________________________________
                       					Annual Compensation		        Long-term
										                                               Awards
______________________________________________________________________________
Name and		         Salary   Bonus	        Other	    Restricted    Securities
Principal 		       Annual		               Annual    Stock Awards    Under
Position					                          Compensation		 	            Option
______________________________________________________________________________
<S>                 <C>     <C>           <C>           <C>          <C>
David N. Nemelka	  $ 	0	     0		          	0		           0		          0
President and Chief
Executive Officer
(5/99 - present)

______________________________________________________________________________
</TABLE>
<PAGE>
Compensation of Directors.

    	There are no standard arrangement pursuant to which the Company's
directors are compensated for any services provided as director.  No
additional amounts are payable to the Company's directors for committee
participation or special assignments.

    	There are no arrangements pursuant to which any of the Company's
directors was compensated during the Company's last completed calendar year
for any service provided as director.


SECTION 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS & MANAGEMENT.

    	The following table sets forth the beneficial stock ownership of all
persons known by the registrant to own more than 5% of the outstanding common
stock, and the officers and directors, both individually and as a group as of
April 14, 2000.
<TABLE>
<S>                               <C>                         <C>
                         					Number of Shares		          	Percentage
Name and Address			           Beneficially Owned		         Of Class (1)

David N. Nemelka*			             22,082,256		                   91%
2662 Stonebury Loop Rd.
Springville, UT 84663
</TABLE>
*Owned or controlled by David N. Nemelka or his affiliated entities.

    	The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
					                         Number of Shares			           Percentage of
Name and Address			           Beneficially Owned		          Class (1)

<S>                           <C>                           <C>
David N. Nemelka				              22,082,256			                  91%
2662 Stonebury Loop Rd.
Springville, UT 84663

All directors and executive
officers as a group
(1 person)					                   22,082,256			                   91%
</TABLE>

CHANGES IN CONTROL.

    	The Company entered into a letter of intent with Imaginetix on March 17,
2000, which items should be completed by the middle of May 2000. All related
information was filed on a Form 8-k on March 23, 2000, incorporated herein by
reference.
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS & RELATED TRANSACTIONS.

    	The Company used the offices and various services of the Company's
former President.  Such services and facilities were provided for a fee of
$100 per month.

    	Over the past several years, the Company has received advances from its
former principal shareholders which are being treated as loans.  Such advances
or loans are interest-bearing at the rate of 6% per annum and are unsecured.
The Company was also indebted for accounting services and use of office
facilities to the Company's former president.  At December 31, 1998, $35,134
was owed by the Company with respect to these debts.

    	In May, 1999, 22,000,000 post split shares of common stock were
issued to Boulder Family Partnership, Ltd. for $44,000 cash.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

	(a) Exhibits.

     		27.01		             Financial Data				            Filed Herewith

	(b) Reports on Form 8-K.

    	The Company filed an Form 8-K on March 23, 2000 which is incorporated
herein by reference.
<PAGE>
SIGNATURES

    	Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                	CAPITAL GROWTH, INC.

Date:	April 14, 2000		            /s/ David N. Nemelka
                        				David N. Nemelka, President,
                        				Chief Executive Officer, and
                        				Chief Financial Officer

    	Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Date:	April 14, 2000	            	/s/ David N. Nemelka
                        				David N. Nemelka, Director

Supplemental Information to be Furnished with Reports Filed Pursuant to
Section 15(d) of the Exchange Act by Non Reporting
annual report or proxy statement has been sent to security holders.
<PAGE>
	CAPITAL GROWTH, INC.
(A Development Stage Company)
	Index

______________________________________________________________________________
                                                                  	Page

Independent auditors' report                                       	F-2

Balance sheet, December 31, 1999 and 1998	                          F-3

Statement of operations for the years
ended December 31, 1998 and 1997 and
cumulative amounts since inception	                                 F-4

Statement of stockholders' equity
from inception through December 31,
1998                                                                F-5

Statement of cash flows for the years
ended December 31, 1998 and 1997 and
cumulative amounts since inception                                  F-7

Notes to financial statements	                                      F-8

______________________________________________________________________________
<PAGE>

INDEPENDENT AUDITORS' REPORT



To the Board of Directors of
Capital Growth, Inc.

We have audited the accompanying balance sheet of Capital Growth, Inc., (a
development stage company) as of December 31, 1999 and 1998, and the related
statements of operations, stockholders' deficit and cash flows for the years
then ended and the cumulative amounts from March 28, 1988 (date of inception).
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opnion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital Growth, Inc., (a
development stage company) at December 31, 1999 and 1998 and the results of
its operations and its cash flows for the years then ended and cumulative
amounts from March 28, 1988 (date of inception) in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses and has an
accumulated deficit.  These conditions raise substantial doubt about its
ability to continue as a going concern.  Management's plans regarding those
matters also are described in Note 2.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

                          						TANNER & CO.

Salt Lake City, Utah
March 3, 2000

	F-2
<PAGE>
                                                          	CAPITAL GROWTH, INC.
                                                 	(A Development Stage Company)
                                                                	Balance Sheet
                                                                  	December 31,
<TABLE>
<S>           <C>                                   <C>           <C>
         		Assets		                      			        1999		        1998

Current assets - cash					                    $    5,229     $     819
______________________________________________________________________________

		Liabilities and Stockholders' Deficit
Current liabilities:
   Related party payables				                 $    2,000     $  35,134
   Payables				       		                           2,846	           15
                                     								 ___________     __________
			Total current liabilities                       4,846	       35,149

Stockholders' deficit:
   Common stock; $.001 par value; 50,000,000
    shares authorized, 24,500,000 and 2,500,000
    shares issued and outstanding as of
    December 31, 1999 and 1998, respectively      24,500	       2,500
   Additional paid-in capital 			                 87,602       65,602
   Accumulated deficit		 	                      (111,719)    (102,432)
                                      							 ___________     __________
	Total stockholders' deficit	                        383	     (34,330)
                                      							 ___________     __________
	Total liabilities and stockholders'	         $    5,229     $    819
		equity



______________________________________________________________________________

See accompanying notes to financial statements.
F-3
<PAGE>
                                                          CAPITAL GROWTH, INC.
                                                	(A Development Stage Company)
                                                     	Statement of Operations
                              	Years Ended December 31 and Cumulative Amounts
______________________________________________________________________________
                                                       											 Cumulative
                                        								1999	     1998	    Amounts
                                   							____________________________________
<S>                                       <C>          <C>         <C>

                                       								  _         _            2,471
Revenue - interest income			               $           $           $_________

Expenses:
	Professional fees				                         4,923      3,064	       72,905
	Administrative expenses		                   		4,364	     2,514        38,549
	Amortization of organization costs		            _	        _            2,136
                                  							  $---------- $--------   $_________
			Total expenses	                           		9,287	     5,578       113,590
                                  							  $---------- $--------   $_________
 Loss before income taxes		             	     (9,287)    (5,578)     (111,119)

Income taxes - current		                    			  _         _             (600)
                                  							  $---------- $--------   $_________
 Net loss	                          					  $  (9,287)    (5,578)     (111,719)

Loss per share (basic and diluted)		       $    (.00)  $   (.00)   $     (.00)
                                  							  $---------- $--------   $_________
Weighted average common shares
	(basic and diluted)	                   		 13,875,000	  2,408,000	  2,445,000


______________________________________________________________________________

See accompanying notes to financial statements.	F-4
<PAGE>
                                                          CAPITAL GROWTH, INC.
                                                	(A Development Stage Company)
                                             	Statement of Stockholders Equity

            	From March 28, 1988 <Date of Inception> Through December 31, 1999

</TABLE>
<TABLE>
______________________________________________________________________________
			                                             						  Additional
                              						     Common  Stock	    Paid-In  Accumulated
                               						   Shares	   Amount   Capital     Deficit
                               						__________________________________________
<S>                                     <C>       <C>        <C>        <C>
Balance, March 28, 1988			                _    $    _    $    _     $     _

Shares issued to initial
stockholder for case, August
1988 at $.001 per share	              250,000	    250      26,016         _

Net loss for the period ended
December 31, 1988			                	     -	        -         -        (649)
                               						__________________________________________

Balance, December 31, 1988		          250,000     250      26,016      (649)

Offering costs incurred during
1989		                                    -	        -      (3,164)        _

Net loss for the year ended
December 31, 1989		                		     -         -         -     (16,406)
			                               			__________________________________________

Balance, December 31, 1989		          250,000	    250         -     (17,055)

Net loss for the year ended
December 31, 1990	                			     -	        -         -     (11,228)
                               						__________________________________________

Balance, December 31, 1990		          250,000	    250      22,852   (28,283)

Net loss for the year ended
December 31, 1991				                     -	        -         -     (13,188)
	                                				__________________________________________

Balance, December 31, 1991	           250,000	    250      22,852   (41,471)

Net loss for the year ended
December 31, 1992		                		     -         -         -      (8,448)
                               						__________________________________________

Balance, December 31, 1992		          250,000     250      22,852   (49,919)

Stock issued in private placement
for cash March 1993 at $.001 per
share	                         				 1,750,000	  1,750      33,250        -
	F-5
<PAGE>
                                                          	CAPITAL GROWTH, INC.
                                                 	(A Development Stage Company)
                                              	Statement of Stockholders Equity
                                                                     	Continued
______________________________________________________________________________
                                              									  Additional
                               						     Common  Stock	   Paid-In  Accumulated
                               						   Shares	    Amount  Capital     Deficit
                               						__________________________________________
Net loss for the year ended
December 31, 1993				                      -		         -        -     (14,069)
                              				 		__________________________________________
Balance, December 31, 1993		          2,000,000      2,000   56,102   (63,988)

Net loss for the year
ended December 31, 1994			                 -           -        -     (13,550)
                               						__________________________________________
Balance, December 31, 1994		          2,000,000      2,000   56,102   (77,538)

Stock issued in private placement
for cash September 1995 at $.001
per share		                        			  125,000	       125	   2,375       -

Net loss for the year ended
December 31, 1995	                 			     -	           -        -     (8,119)
                               						__________________________________________

Balance, December 31, 1995	          	2,125,000	     2,125   58,477   (85,657)

Stock issued in private placement
for cash August 1996 at $.001 per
share		                           				  100,000	       100    1,900        -

Net loss for the year ended
December 31, 1996	                 			     -	           -        -     (4,759)
                               						__________________________________________

Balance, December 31, 1996		          2,225,000	     2,225  60,377    (96,854)

Stock issued in private placement
for cash February 1997 at $.001
per share				                        	  175,000        175   3,325        -

Net loss for the year ended
December 31, 1997		                		      -	           -        -     (6,438)
	                               					__________________________________________

Balance, December 31, 1997	          	2,400,000	     2,400  63,702    (96,854)

Stock issued in private placement
for cash December 1998 at $.001
per share			                        		  100,000        100   1,900        -
	F-6
<PAGE>
                                                          	CAPITAL GROWTH, INC.
                                                 	(A Development Stage Company)
                                              	Statement of Stockholders Equity

	             From March 28, 1988 <Date of Inception> Through December 31, 1999
______________________________________________________________________________
									                                                Additional
                              						     Common  Stock	    Paid-In  Accumulated
                              						   Shares	    Amount   Capital     Deficit
                               						__________________________________________
Net loss for the year ended
December 31, 1998			                     	-         -            -      (5,578)
                               						__________________________________________

Balance December 31, 1998		         2,500,000     2,500      65,602   (102,432)

Stock issued in private placement
for cash May 1999 at $.002 per
share  		                   		     22,000,000    22,000      22,000        -

Net loss for the year ended
December 31, 1999  	             		       -         -            -      (9,287)
                          					     ___________________________________________
Balance, December 31, 1999	        24,500,000 $  24,500   $  87,602  $(111,719)





See accompanying notes to financial statements.	F-7
<PAGE>
                                                         	CAPITAL GROWTH, INC.
                                                	(A Development Stage Company)
                                                     	Statement of Cash Flows

                             	Years Ended December 31, and Cumulative Amounts
______________________________________________________________________________
                                                      											Cumulative
                                       								1999		      1998	  Amounts
<S>                                        <C>          <C>         <C>
Cash flows from operating activities:
	Net loss	                           				   $ (9,287)  $ (5,578) $  (111,719)
	Adjustments to reconcile net loss to
       net cash used in operating activities:
		Amortization expense		                           -          -        2,136
		Increase in organization costs	                  -          -       (2,136)
		(Decrease) increase in Payables	             2,831		     (835)      12,978
                                   						   _________________________________
             Net cash used in
        			operating activities               (6,456)    (6,413)     (98,741)
                                  							   _________________________________
Cash flows from investing activities -
	related party payables			                   (33,134)     4,236       (8,132)

Cash flows from financing activities:
	Proceeds from issuance of common stock       44,000	     2,000      139,000
	Public offering costs				                         -		        -      (26,898)
                                  							   _________________________________
			Net cash provided by
			financing activities                	      44,000      2,000      112,102
                                  							   _________________________________
Net increase (decrease) in cash 		           	 4,410      	(177)       5,229

Cash, beginning of period				                    819	       996          -
                                  							   _________________________________
Cash, end of period				                     $	 5,229   $    819    $   5,229



See accompanying notes to financial statements	F-8
<PAGE>
                                                         	CAPITAL GROWTH, INC.
                                                	(A Development Stage Company)

                                                	Notes to Financial Statements
                                                    December 31, 1999 and 1998

1.	Organization and Summary of Significant Accounting Policies

Organization
The Company was organized under the laws of the state of Nevada on March 28,
1988 and has designated December 31 as its fiscal year end.  The Company has
not commenced planned principal operations and purposes to seek business
ventures which will allow for long-term growth.  Further, the Company is
considered a development stage company as defined in SFAS No. 7 and has not,
thus far, engaged in business activities of any kind.  Its principal
activities since inception have consisted of the offer and sale of common
stock and the engagement of legal counsel and other professionals in
connection with a proposed public offering of additional common shares.  The
company has, at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements of t
the Company and other relevent factors.

Cash and Cash Equivalents
Cash equivalents are generally comprised of certain highly liquid investments
with maturities of less than three months.

Earnings Per Share
The computation of basic earnings per common share is based on the weighted
average number of shares outstanding during the period.

The computation of diluted earnings per common share is based on the weighted
average number of shares outstanding during the period plus the common stock
equivalents which would arise from the exercise of stock options and warrants
outstanding using the treasury stock method and the average market price per
share during the period.  Common stock equivalents are not included in the
diluted earnings per share calculation when their effect is antidilutive.

At December 31, 1999, the Company had no options or warrants outstanding.
<PAGE>
                                                         	CAPITAL GROWTH, INC.
                                                	(A Development Stage Company)
                                      	Notes to Financial Statements Continued

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

2.  Going Concern

The accompanying financial statements of Capital Growth, Inc., have been
prepared on a going-concern basis, which contemplates profitable operations
and the satisfaction of liabilities in the normal course of business.  There
are uncertainties that raise substantial doubt about the ability of the
Company to continue as a going concern.  As shown in the statement of
operations, the Company has had no revenues from operations, reported a net
loss for the year ended December 31, 1999 and as of has deficit.

The Company's continuation as a going concern is dependent upon its ability
to satisfactorily meet its debt obligations, secure adequate new financing and
generate sufficient cash flows from operations to meet its obligations.  The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.

Management has entered into a plan where it is pursuing other financing and
searching for additional business opportunities.  It is not known if the
Company will be successful.
<PAGE>
                                                          CAPITAL GROWTH, INC.
                                                 (A Development Stage Company)

                                                 Notes to Financial Statements
                                                                     Continued
_____________________________________________________________________________
3.  Income Taxes

The difference between income taxes at statutory rates and the amount
presented in the financial statements is a result of the following:

</TABLE>
<TABLE>
                              						Years Ended
                              						December 31,	            	Cumulative
                              						1998	      	1997		        Amounts
<S>                                  <C>        <C>            <C>
Income tax benefit at statutory
   Rate					                      $ 1,000	    $ 1,000	        34,000
Change in valuation allowance	    	(1,000)    	(1,000)	      (34,000)

                            						$     -	   	$     -		     $      -

Deferred tax assets are as follows:
                                 							    December 31,
                                						 	  1998	       1997
<S>                                    <C>         <C>
Operating loss carry forwards	        	$ 34,000	   $ 32,000
Valuation allowance				                 (34,000)   	(32,000)

                                							$      -	  	$      -
</TABLE>
The Company has net operating loss carryforwards of approximately $110,000
which begin to expire in the year 2003.  The amount of net operating loss
carryforward that can be used in any one year will be limited by significant
changes in the ownership of the Company and by the applicable tax laws which
are in effect at the time such carryforwards can be utilized.

4.  Related Party Transactions

The Company had agreed to pay $100 per month to a shareholder, officer and
director of the Company for accounting and office expenses.  For the year
ended December 31, 1999 and 1998, the Company incurred annual expenses under
the agreement of approximately $1,200 and $400 respectively.  At December 31,
1999 and 1998, the Company owed $0 and $13,732, respectively to the officer.
<PAGE>
                                                          CAPITAL GROWTH, INC.
                                                 (A Development Stage Company)

                                                Notes to Financial Statements
                                                                    Continued
                                                                         F-11
_____________________________________________________________________________

Related Party Transactions
Continued

In addition, the Company had agreed to pay interest expense at 6% to an
officer, director, and shareholder of the Company for cash advances.  At
December 31, 1999 and 1998, the Company owed $0 and $19,402, respectively, to
the officer.

At December 31, 1999 and 1998, the Company owed an officer $2,000 related to
cash advances made during the year ended December 31, 1998.  The advances are
non-interest bearing and have no specific repayment terms.

5.  Supplemental Cash Flow Information

The Company has not paid any amounts for interest or income taxes during the
years ended December 31, 1999 and 1998, and since inception.

6.  Fair Value of Financial Instruments

The Company's financial instruments consist of cash, and payables.  The
carrying amount of cash and payables approximates fair value because of the
short-term nature of these items.

7.  Recent Accounting Pronouncements

In June 1999, the FASB issued SFAS No 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective date of FASB
Statement No. 133."  SFAS 133 establishes accounting and reporting standards
for derivative instruments and requires recognition of all derivatives as
assets or liabilities in the statement of financial position and measurement
of those instruments at fair value.  SFAS 133 is now effective for fiscal
years beginning after June 15, 2000.  The company believes that the adoption
of SFAS 133 will not have any material effect on the financial statemetns of
the Company.

8.  Stock Split

During the year ended December 31, 1999, the Company's shareholders approved a
1 for 20 reverse stock split.  All references in the financial statements to
number of shares and per share amounts have been retroactively restated to
reflect the decreased number of shares outstanding.