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

                                   FORM 10-QSB

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

                For the Quarterly period ended February 28, 2003

             [ ] 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 small business issuer as specified in its charter)

         Florida                                              65-09535505
-------------------------------                        -------------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)


              1100 East Woodfield Road, Schaumburg, Illinois 60173
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                  630-872-5800
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

         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 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 [ ]  No |X|

         The total number of shares outstanding of the issuer's common stock,
par value $.0001, as of the date of this report, is: 931,500.

         Transitional Small Business Disclosure Format:  Yes [ ]  No |X|



<PAGE>



PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.



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

                          Interim Financial Statements
                                   (Unaudited)

                                February 28, 2003





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<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM BALANCE SHEET
February 28, 2003
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                           February 28,   May 31,
                                                                              2003         2002
<S>                                                                        <C>            <C>
ASSETS
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
Account Payable                                                              $     -      $     -
                                                                             -------      -------
Advance from Shareholder                                                           -            -
                                                                             -------      -------

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

Stockholders' Equity
Common stock, authorized 25,000,000 shares, par value $.0001, issued and          93           93
outstanding - 931,500 (May 31, 2002 - 931,5000)
Additional Paid In Capital                                                     6,702        6,702
Deficit accumulated during the development state                              (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.



                                       3
<PAGE>
CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2003
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                     From Inception
                                                   Three Months Ended      Nine Months Ended       Sept. 29, 1999  to
                                                      February 28             February 28             Feb. 28, 2003
                                                  --------------------   ---------------------     ------------------
                                                    2003         2002       2003        2002
                                                  -------      -------   ---------    --------
<S>                                               <C>          <C>         <C>        <C>              <C>
INCOME                                            $     -      $     -     $     -    $      -         $       -
                                                  -------      -------     -------    --------         ---------

OPERATING EXPENSES
Professional Fees                                       -            -           -       2,504             5,570
Amortization Expenses                                   -            -           -           -                 -
Administrative Expenses                                 -            -           -          60             1,224
                                                  -------      -------     -------    --------         ---------

Total Operating Expenses                                -            -           -       2,564             6,794
                                                  -------      -------     -------    --------         ---------

Net Loss from Operations                          $     -      $     -     $     -    $ (2,564)        $  (6,794)
                                                  -------      -------     -------    --------         ---------

Weighted Average Number of Shares Outstanding     931,500      931,500     931,500     931,500           931,500

Net Loss Per Share                                $ (.000)     $ (.000)    $ (.000)   $  (.003)        $   (.007)
                                                  =======      =======     =======    ========         =========
</TABLE>


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



                                       4
<PAGE>


CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2003
(UNAUDITED)


<TABLE>
<CAPTION>
                                                                      2003         2002      September 29, 1999
                                                                                             to February 28, 2003
<S>                                                                 <C>          <C>         <C>
Cash Flows from Operating Activities
Net Loss                                                            $     -      $(2,564)        $(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                                           -         (490               -
                                                                     ------      -------         -------

Net Cash Used in Operating Activities                                     -       (3,054)         (6,794)
                                                                     ------      -------         -------

Cash Flow from Financing Activities
Issuance of Common Stock                                                  -            -           4,815
Contributed Capital                                                       -        1,980           1,980
                                                                     ------      -------         -------

Net Cash Provided by Financing Activities                                 -        1,980           6,795
                                                                     ------      -------         -------

Increase (decrease in Cash)                                               -       (1,074)              1

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

Cash and Cash Equivalents - End of Period                            $    1      $     1         $     1
                                                                     ======      =======         =======

Supplemental Cash Flow Information
Interest Paid                                                        $    -      $     -         $     -
                                                                     ======      =======         =======

Taxes Paid                                                           $    -      $     -         $     -
                                                                     ======      =======         =======
</TABLE>


The accompanying notes are an integral part of these financial statements



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<PAGE>



CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
Notes To Interim Financial Statements
February 28, 2003
(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 engage in a viable venture. The Company is searching
for a viable entity upon which to merge and/or acquire. The Company intends to
raise the funds required in order to fulfill its business objectives in a public
or private offering of its securities.

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.
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.



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<PAGE>

Net Earnings (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 amount 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's operations are in the
development stage and have 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.



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<PAGE>



Item 2 - Management's Discussion and Analysis or Plan of Operation.

         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.

Plan of Operations

         For the period ended February 28, 2003 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 we are 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 does not have
sufficient funds to satisfy these cash requirements. The Company will likely
have to look to its directors and officers, its shareholders or to third parties
for additional capital in the next twelve months. 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.

Subsequent Event

         This Form 10-Q for the period ended May 31, 2003 was filed with the
Securities and Exchange Commission after the consummation of a business
combination with Nexvu Technologies, LLC on January 28, 2004. Information
concerning this business combination is set forth in our Form 8-K filed with the
Securities and Exchange Commission on February 11, 2004.



                                       8
<PAGE>

Item 3 - Controls and Procedures.

Evaluation of Disclosure Controls and Procedure

         The CEO/ CFO has evaluated the Company's disclosure controls and
procedures as of the nine months ended February 28, 2003, and has concluded
that, as of February 28, 2003, these controls and procedures have been
effectively designed to ensure that information required to be disclosed in
reports that the Company files with or submits to the Commission is recorded,
processed, summarized and reported within the time periods specified in the
Commission's rules and forms and is accumulated and communicated to management
as appropriate to allow timely decisions regarding this disclosure.

Changes in Internal Control Over Financial Reporting

         No changes in the Company's internal control over financial reporting
have come to management's attention during the last fiscal quarter that has
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting. Review and evaluation of
disclosure controls and procedures is an ongoing process that the Company will
continue to refine as the Company performs quarterly evaluations.

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.

         None.

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

(a)      Exhibits



                                       9
<PAGE>

Exhibit Number        Description of Document
--------------        -----------------------

    31(a)             Certification of CEO Pursuant to Section 302 of the
                      Sarbanes-Oxley Act of 2002.

    31(b)             Certification of CFO Pursuant to Section 302 of the
                      Sarbanes-Oxley Act of 2002.

    32                Certification  Pursuant to 18 U.S.C.  Section 1350,
                      as Adopted  Pursuant to Section 906 of the Sarbanes-Oxley
                      Act of 2002.

(b) Reports on Form 8-K

    None.


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<PAGE>



                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
has duly caused this report to be signed by the undersigned, thereunto duly
authorized.

                                       CAPITAL GROWTH SYSTEMS, INC.



                                       BY: /s/ Scott Allen
                                           ------------------------------------
                                           Scott Allen, Chief Executive Officer
                                           and Chief Financial officer

Dated:  April 14, 2004



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