Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-QSB


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

         For the quarterly period ended February 28, 2001

[ ]   TRANSITION REPORT UNDER SECTION 14 OR 15(D) OF THE EXCHANGE
   ACT
             For the transition period from__________ to ___________


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


                                       N/A
                       ----------------------------------
                           (Former Name of Registrant)

   Florida                             0-30831                65-0953505
  ---------                            -------                -----------
(State or other jurisdiction of     (Commission Fil          (IRS Employer
incorporation or organization)        No.)                  Identification No.)



      6856 Bridlewood Court Boca Raton, Florida 33433 (561)362-5287
--------------------------------------------------------------------------------
          (Address and telephone number of principal executive offices)



Check whether the issuer has (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months, (or such
shorter period that the Registrant was required to file such report(s), and (2)
has been subject to such filing requirements for the past 90 days.

         Yes  (X )                  No   ( )

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity , as of the latest practicable date:


           CLASS                               Outstanding at March 31, 2001
----------------------------                   -----------------------------
Common stock $.0001 Par Value                            931,500

<PAGE>

<TABLE>
<CAPTION>


                          CAPITAL GROWTH SYSTEMS, INC.

<S>     <C>                                                                          <C>
PART I: FINANCIAL INFORMATION                                                         PAGE
                                                                                      ----

         Independent Accountant's Report                                               2

         Comparative Balance Sheets as of February 28, 2001 3 (Unaudited)and May
         31, 2000 (Unaudited)                                                          3

         Comparative Statements of Operations for the Three Months Ended
         February 28, 2001 and Cumulative from September 29, 1999 (Inception) to
         February 28, 2001 (Unaudited)                                                 4

         Comparative Statement of Cash Flows for the Three Months Ended February
         28, 2001 and Cumulative from September 29, 1999 (inception) to February
         28, 2001(Unaudited)                                                           5

         Notes to Financial Statements (Unaudited) as of November 30, 2001             6

         Management Discussion and Analysis of Financial Condition and Results
         of Operations                                                                 7

</TABLE>


<PAGE>

                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------




To the Board of Directors of:
Capital Growth Systems, Inc.

I have reviewed the accompanying balance sheet of Capital Growth Systems Inc. (a
development stage enterprise) as of February 28, 2001, and the related
statements of operations and cash flows for the three months then ended and for
the period September 29, 1999 (inception) to February 28, 2001. These financial
statements are the responsibility of the Company's management.

I conducted my review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, I do not express such an opinion.

Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.



F. Kenneth Tomek, CPA

Coral Springs, Florida
March 9, 2001

                                       2

<PAGE>
                          CAPITAL GROWTH SYSTEMS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                                  BALANCE SHEET



                                                          2/28/01       5/31/00
                                                          -------       -------
                                                        (Unaudited)

                   ASSETS
                   ------

CURRENT ASSETS
Cash                                                      $ 1,733       $ 4,656
                                                          -------       -------

TOTAL ASSETS                                              $ 1,733       $ 4,656
                                                          =======       =======


LIABILITIES & STOCKHOLDERS' EQUITY
----------------------------------


CURRENT LIABILITIES

Accounts Payable                                          $ 1,278       $ 1,500
                                                          -------       -------

TOTAL CURRENT LIABILITIES                                   1,278         1,500

STOCKHOLDERS' EQUITY

Common Stock, $.0001 par value 25,000,000
shares authorized, 931,500 shares issued
and oustanding                                                 93            93

Capital in excess of par value                              4,722         4,722

Accumulated deficit                                        (4,360)       (1,659)
                                                          -------       -------

TOTAL LIABILITIES &
-------------------
STOCKHOLDERS' EQUITY                                      $ 1,733       $ 4,656
--------------------                                      =======       =======



                 See accompanying notes to financial statements

                                       3

<PAGE>

                          CAPITAL GROWTH SYSTEMS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                              Cumulative from
                                         For the Three            09/29/99
                                         Months Ended          (Inception) to
                                           02/28/01               02/28/01
                                         ------------            ------------

REVENUE                                    $                       $
                                           ---------               ---------

OPERATING EXPENSES
  Legal and Accounting                          1136                   2,636
  Licenses & Permits                             159                     318
  Printing                                       128                   1,406
                                           ---------               ---------
    Total Operating Expenses                   1,423                   4,360

NET LOSS                                   ($  1,423)              ($  4,360)
                                           ---------               ---------


Net loss per share
Basic and diluted                          $ 0.00153               $ 0.00468
                                           ---------               ---------

Weighted average number of
shares outstanding during the
period - basis undiluted                     931,500                 931,500



                 See accompanying notes to financial statements

                                       4

<PAGE>

                          CAPITAL GROWTH SYSTEMS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)



                                                                Cumulative from
                                                                    09/29/99
                                            Three Months Ended   (Inception) to
                                                 02/28/01           02/28/01
                                                 -------            -------

Cash flows from operating activities:

 Net loss                                        ($1,423)             ($4,360)

 Adjustments to reconcile net loss
 to cash used in operating activities:
  (Decrease) Increase in Current Liabilities                            1,278

Cash flows from financing activities:

  Proceeds fron issuance of common stock                                4,815

NET  (DECREASE) INCREASE IN CASH                  (1,423)               1,733
                                                 -------              -------

CASH - BEGINNING OF PERIOD                         3,156                    0

CASH - END OF PERIOD                             $ 1,733              $ 1,733
                                                 =======              =======



                 See accompanying notes to financial statements

                                       5
<PAGE>


                          CAPITAL GROWTH SYSTEMS, INC.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS
                             AS OF FEBRUARY 28, 2001

NOTE 1          BASIS OF PRESENTATION
                ---------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles and the rules and regulations of
the Securities and Exchange Commission for interim financial information.
Accordingly, they do not include all the information necessary for a
comprehensive presentation of financial position and results of operations.

It is management's opinion; however that all material adjustments (consisting of
normal recurring adjustments) have been made which are necessary for a fair
financial statements presentation. The results for the interim period are not
necessarily indicative of the results to be expected for the year.


NOTE 2          STOCKHOLDERS' EQUITY
                --------------------

The company is authorized to issue 25,000,000 shares of common stock at $.0001
par value.



                                       6

<PAGE>


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 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

Since our inception, Capital Growth Systems, Inc. ("Capital Growth" or "we") has
not generated any revenues. We continue to investigate various business
opportunities. We incurred operating expenses of $1,423 during the three months
ended February 28, 2001 and a total of $4,360 since our inception. We will
continue to incur losses until such time as an acquisition candidate is
identified and, even if successful in acquiring a business, there can be no
assurance that this business will be profitable.


Liquidity and Capital Resources

The Company as of November 30, 2001 has a total of $1,733 in cash and payables
totaling $1,278. The investigation of prospective business candidates will
involve the expenditure of capital. The Company's limited financial resources
will severely restrict the Company's ability to identify prospective business
opportunities.


                                       7
<PAGE>


PART II.  OTHER INFORMATION AND SIGNATURES


                                   SIGNATURES

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


CAPITAL GROWTH SYSTEMS, INC.


    /s/ Allen Borowsky
BY:--------------------------
    Allen Borowsky,  president



Dated: This 16th  day of April  2001






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