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 February 28, 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)


          12630 Via Ravenna, Boynton Beach, Florida, 33436
       ----------------------------------------------------------------
    (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)

                               February 28, 2002


































<PAGE>


CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM BALANCE SHEET
FEBRUARY 28, 2002
(UNAUDITED)

<TABLE>
                                                      2002        2001

ASSETS
<S>                                                  <C>       <C>
Current Assets
Cash                                             $       1     $  1,733
                                                  --------      -------

Total Current Assets                                     1        1,733
                                                  --------      -------

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

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

TOTAL ASSETS                                     $       1    $   1,733
                                                  ========      =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                 $      -      $  1,278
Advance from shareholder                                -          -
                                                  --------      -------

TOTAL CURRENT LIABILITIES                               -         1,278
                                                  --------      -------

Stockholders' Equity
Common stock, authorized 50,000,000 shares,
 par value $ .0001, issued and outstanding
  - 931,500( 2000 - 931,500)                           93           93

Additional paid in capital                          6,212        4,722
Deficit accumulated during the development stage   (6,304)      (4,360)
                                                 --------      -------

Total Stockholders' Equity                              1          455
                                                --------       -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $       1    $   1,733
                                                 ========     ========
</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 NINE MONTHS ENDED FEBRUARY 28, 2002
(UNAUDITED)

<TABLE>

                                                              From
                                                           Inception
                                                         Sept 29, 1999
                                                           To Feb 28,
                                           2002      2001     2002
<S>                                      <C>     <C>          <C>
INCOME                                   $    -  $    -      $    -
                                          -------  ------     -------

OPERATING EXPENSES
Professional Fees                         2,504     1,565      5,080
Amortization Expenses                       -        -           -
Administrative Expenses                      60     1,972      1,224
                                         -------  -------     ------

Total Operating Expenses                  2,564     3,537      6,304
                                        -------  --------     -------

Net Loss from Operations                $(2,564)   (3,537)  $ (6,304)
                                          =======  =======   =======

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

Net Loss Per Share                     $  (.003) $  (.004)  $  (.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 NINE MONTHS ENDED FEBRUARY 28, 2002
(UNAUDITED)

<TABLE>
                                                           From Inception
                                                           Sept 29, 1999
                                                             To Feb 28,
                                         2002        2001      2002

<S>                                      <C>         <C>      <C>
Cash Flows From Operating Activities
Net loss                                 $ (2,564) $ (3,537)  $ (6,304)
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                 -         614        -
                                          -------    ------    -------
                                              -         614        -
                                          -------    ------    -------

Net Cash Used in Operating Activities      (2,564)   (2,923)    (6,304)
                                          -------    ------    -------

Cash Flow From Financing Activities
Issuance of common stock                      -         -        4,815
Contributed capital                         1,490       -        1,490
                                          -------    ------    -------
Net Cash Provided By Financing Activities   1,490       -        6,305
                                          -------    ------    -------

Increase(decrease) in Cash                 (1,074)   (2,923)         1

Cash and Cash Equivalents - Beginning
    of period                               1,075     4,656        -
                                          -------    ------    -------

Cash and Cash Equivalents - End
     of period                           $      1   $ 1,733   $      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
February 28, 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.  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
February 28, 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 accounts payable and advance for shareholder
are considered to be representative of their respective fair values
because of the short-term nature of these financial instruments.

	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 - Capital Stock Transactions

The authorized capital is 25,000,000 shares of common stock at $.0001
par value. The Company has issued at total of 931,500 shares of common stock
for a total cash consideration of $ 6,305.

Note 3 - 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 the Company has generated no income.

The future success of the Company is likely dependent on its ability to
attain additional capital to develop its proposed products and
ultimately, upon its ability to attain future profitable operations.
There can be no assurance that the Company will be successful in
obtaining such financing, or that it will attain positive cash flow
from operations.

<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 NINE months ended February 28, 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 $6,304 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:  October 9, 2002