UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB

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

           For the Quarterly period ended August 31, 2002

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
             EXCHANGE ACT
           For the transition period from            to
                                         ------------   ------------

            Commission File Number 0-30831

                       CAPITAL GROWTH SYSTEMS, INC.
        ---------------------------------------------------------
         (Exact name of Registrant as specified in its charter)

          Florida                              65-0953505
       ------------------------     -----------------------------------
      (State of Incorporation)      (I.R.S. Employer Identification
                                                Number)

            ONE WEST CAMINO REAL, SUITE 118, BOCA RATON, FL 33432
             ----------------------------------------------------
                   (Address of principal executive offices)

                              561-361-4567
                ----------------------------------------
                     (Issuer's telephone number)


                                       n/a
       ----------------------------------------------------------------
    (Former name, address or fiscal year if changed since last report)


     Check whether the issuer has (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the  Exchange  Act of 1934  during the  preceding  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    ( )
                                 --------           ----------

                   APPLICABLE ONLY TO CORPORATE ISSUERS

     The total number of shares  outstanding of the issuer's common shares,  par
value $ .001, as of the date of this report, follow:

                                   931,500

<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements







                          CAPITAL GROWTH SYSTEMS, INC.
                          (A Development Stage Company)

                          Interim Financial Statements
                                   (Unaudited)

                                 August 31, 2002


































<PAGE>


CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM BALANCE SHEET
August 31, 2002
(UNAUDITED)

<TABLE>
                                                   August 31,    May 31,
                                                      2002        2002
                                                   (Unaudited)

ASSETS
<S>                                              <C>          <C>
Current Assets
Cash                                             $       1     $      1
                                                  --------      -------

Total Current Assets                                     1            1
                                                  --------      -------

Other Assets
Incorporation costs                                    -           -
                                                  --------      -------

Total Other Assets                                     -           -
                                                  --------      -------

TOTAL ASSETS                                     $       1    $       1
                                                  ========      =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                 $      -      $   -
Advance from shareholder                                -          -
                                                  --------      -------

TOTAL CURRENT LIABILITIES                               -          -
                                                  --------      -------

Stockholders' Equity
Common stock, authorized 25,000,000 shares,
 par value $ .0001, issued and outstanding
  - 931,500( May 31, 2002 - 931,500)                   93           93

Additional paid in capital                          6,702        6,702
Deficit accumulated during the development stage   (6,794)      (6,794)
                                                 --------      -------

Total Stockholders' Equity                              1            1
                                                --------       -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $       1    $       1
                                                 ========     ========
</TABLE>




The accompanying notes are an integral part of these financial
statements.


<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED August 31, 2002
(UNAUDITED)

<TABLE>
<CAPTION>

                                                              From
                                                           Inception
                                                         Sept 29, 1999
                                                          To August 31,
                                           2002      2001     2002
<S>                                      <C>     <C>          <C>
INCOME                                   $    -  $    -      $    -
                                          -------  ------     -------

OPERATING EXPENSES
Professional Fees                           -         339      5,570
Amortization Expenses                       -         -          -
Administrative Expenses                     -          24      1,224
                                         -------  -------     ------

Total Operating Expenses                    -         363      6,794
                                        -------  --------     -------

Net Loss from Operations                $   -     $  (363)  $ (6,794)
                                        =======  ========     =======

Weighted average number of shares
 outstanding                            931,500   931,500    931,500
                                        =======   =======    =======

Net Loss Per Share                     $  (.000) $  (.000)  $  (.007)
                                        =======   =======    =======

</TABLE>







The accompanying notes are an integral part of these financial
statements.










<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED August 31, 2002
(UNAUDITED)

<TABLE>
<CAPTION>
                                                           From Inception
                                                           Sept 29, 1999
                                                           To August 31,
                                         2002        2001      2002

<S>                                      <C>    <C>         <C>
Cash Flows From Operating Activities
Net loss                                 $    - $     (363)  $ (6,794)
Adjustments to reconcile net loss to
  net cash used operating activities:
 Stock issued for services                    -         -          -
Changes in assets and liabilities
 Increase in Advance from Shareholder         -         -          -
 Increase in Accounts payable                 -         -          -
                                          -------    ------    -------
                                              -         -          -
                                          -------    ------    -------

Net Cash Used in Operating Activities         -        (363)    (6,794)
                                          -------    ------    -------

Cash Flow From Financing Activities
Issuance of common stock                      -         -        4,815
Contributed capital                           -         -        1,980
                                          -------    ------    -------
Net Cash Provided By Financing Activities     -         -        6,795
                                          -------    ------    -------

Increase(decrease) in Cash                    -        (363)         1

Cash and Cash Equivalents - Beginning
    of period                                   1     1,075          -
                                          -------    ------    -------

Cash and Cash Equivalents - End
     of period                           $      1   $   712   $      1
                                          =======    ======    =======

Supplemental Cash Flow Information
 Interest paid                           $   -       $   -    $    -
                                          =======     ======   =======
 Taxes paid                              $   -       $   -    $    -
                                          =======     ======   =======
</TABLE>

The accompanying notes are an integral part of these financial
statements


<PAGE>
CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
Notes To Interim Financial Statements
August 31, 2002
(UNAUDITED)

Note 1 - Organization and Summary of Significant Accounting Policies:

            Nature of Business

     Capital Growth Systems,  Inc. (the "Company") was incorporated on September
29, 1999 under the laws of the State of Florida.  The Company's primary business
operations are to and engage in a viable venture. The Company is searching for a
viable entity upon which to merge and/or  acquire.  The Company intends on going
public in order to raise the funds  required  in order to fulfill  its  business
objectives.

            The Company's fiscal year end is May 31,

            Basis of Presentation - Development Stage Company

     The Company has not earned any revenue from limited  principal  operations.
Accordingly,  the  Company's  activities  have been  accounted for as those of a
"Development  Stage Enterprise" as set forth in Financial  Accounting  Standards
Board Statement No. 7 ("SFAS 7"). Among the  disclosures  required by SFAS 7 are
that the Company's financial  statements be identified as those of a development
stage  company,  and that the  statements of  operations,  stockholders'  equity
(deficit)  and cash  flows  disclose  activity  since the date of the  Company's
inception.

            Basis of Accounting

     The  accompanying  financial  statements  have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting principles.
Evebn  though  these  interim  financial  statements  may not include all of the
footnotes  necessary for a comprehensive  presentation of financial position and
results of  operations,  however,  in the opinion of  management,  these interim
financial statements include all adjustments necessary in order to make them not
misleading.

            Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that affect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

            Cash and Cash Equivalents

     For purposes of the  statement of cash flows,  the Company  considered  all
cash and other highly liquid investments with initial maturities of three months
or less to be cash equivalents.






<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
Notes To Interim Financial Statements
August 31, 2002
(UNAUDITED)

            Net earning (loss) per share

     Basic and diluted net loss per share  information  is  presented  under the
requirements  of SFAS No. 128,  Earnings per Share.  Basic net loss per share is
computed by dividing net loss by the weighted average number of shares of common
stock outstanding for the period, less shares subject to repurchase. Diluted net
loss per share  reflects the  potential  dilution of  securities by adding other
common stock equivalents, including stock options, shares subject to repurchase,
warrants and  convertible  preferred  stock, in the  weighted-average  number of
common shares  outstanding for a period, if dilutive.  All potentially  dilutive
securities  have  been  excluded  from  the  computation,  as  their  effect  is
anti-dilutive.

            Fair Value of Financial Instruments

     The carrying amounts of cash is considered to be representative of its fair
value because of the short-term nature of this financial instrument.

            Income Taxes

     The Company  accounts for income taxes under SFAS No. 109,  which  requires
the asset and  liability  approach to accounting  for income  taxes.  Under this
method,  deferred tax assets and  liabilities  are measured based on differences
between  financial  reporting and tax bases of assets and  liabilities  measured
using  enacted  tax  rates  and laws  that are  expected  to be in  effect  when
differences are expected to reverse.

Note 2. - Going Concern:

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.  The Company operations are in the development stage
and has generated no income to date.

     The future  success of the  Company is likely  dependent  on its ability to
attain  additional  capital to continue  its search for a viable  entity or that
once it has merged or  acquired  a business  whether  such  acquisition  will be
viable and profitable.

<PAGE>

PART II - OTHER INFORMATION


Item 2 - Management's Discussion and Analysis of Financial Conditions
          and Results of Operations

     THE  FOLLOWING  DISCUSSION OF THE RESULTS OF OUR  OPERATIONS  AND FINANCIAL
CONDITION  SHOULD BE READ IN CONJUNCTION  WITH OUR FINANCIAL  STATEMENTS AND THE
NOTES  THERETO  INCLUDED  ELSEWHERE  IN THIS REPORT.  EXCEPT FOR THE  HISTORICAL
INFORMATION  CONTAINED HEREIN, THE DISCUSSION  CONTAINED IN THIS REPORT CONTAINS
"FORWARD-LOOKING   STATEMENTS"  THAT  INVOLVE  RISK  AND  UNCERTAINTIES.   THESE
STATEMENTS MAY BE IDENTIFIED BY THE USE OF  FORWARD-LOOKING  TERMINOLOGY SUCH AS
"BELIEVES,"  "EXPECTS," "MAY," "WILL," "SHOULD" OR "ANTICIPATES" OR THE NEGATIVE
THEREOF OR SIMILAR  EXPRESSIONS OR BY  DISCUSSIONS  OF STRATEGY.  THE CAUTIONARY
STATEMENTS MADE IN THIS REPORT SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED
FORWARD-LOOKING  STATEMENTS  WHEREVER  THEY  APPEAR IN THIS  REPORT.  OUR ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THIS REPORT.

Results of Operations

     For the three months  ended  August 31, 2002 the Company has not  generated
any  revenues.  Management's  efforts to date have been  devoted to  focusing on
prospective  business  opportunities  to effect a merger,  exchange  of  capital
stock,  asset  acquisition  or  other  similar  business  combination.  To date,
management has been  unsuccessful.  The Company has incurred operating losses to
date of  $6,794  and  will  continue  to  incur  losses  until  such  time as an
acquisition  candidate is  identified  and,  even if  successful  in acquiring a
business or consummating a business combination,  there can be no assurance that
this business will be profitable.


Liquidity and Capital Resources

     The  Company  has cash of $1. The  investigation  of  prospective  business
candidates involves the expenditure of capital.  The Company will likely have to
look to its sole officer,  its  shareholders  or to third parties for additional
capital.  There  can be no  assurance  that the  Company  will be able to secure
additional  financing  or that the amount of any  additional  financing  will be
sufficient  to  conclude  a business  combination  or to pay  ongoing  operating
expenses.


Item 6 - Exhibits and Reports on Form 8-K

         Exhibit 11 - Computation of earnings per common share - see
                       Statement of Operations

         Reports on Form 8-K

     Form 8-K  released on October 9, 2002  indicates a change in control as the
result of a sale of 99.9% of the issued  common  shares.  In addition a new sole
officer and director was  appointed  and the previous  sole officer and director
has resigned.

<PAGE>








                          SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, The
Registrant has duly caused this report to be signed by the undersigned thereunto
duly authorized.


CAPITAL GROWTH SYSTEMS, INC.


BY: /s/ JAMES J.  CAPRIO
   ---------------------------
   James J. Caprio, President


Dated:  January 9, 2003.