UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20529

                                   FORM 10K-SB/A

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the Fiscal Year ended May 31, 2002

                     Commission File No.   0-30831

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


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

One West Camino Real Suite 118, Boca Raton, Florida            33432
----------------------------------------                     -----------
 Address of principal Business                               Zip Code

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

Securities registered under Section 12(b) of the Act:

Title of each class to be registered:       None

Name of exchange:                           None

Securities registered pursuant to section 12(g) of the Act:

Title of each class to be registered:    Common Stock        $.0001 par value

Name of exchange: NONE

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  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
                                                 ---    ---
     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.   Yes  X    NO
                      -----     -----

     The aggregate market value of the voting and non-voting  common equity held
by non-affiliates as of May 31, 2002 is $-0-.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                    PROCEEDINGS DURING PRECEDING FIVE YEARS.

     Indicate by checkmark  whether the  Registrant  has filed all documents and
reports to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the  distribution  of securities  under a plan confirmed by a
court.
                      YES         NO
                           -----      -----
<PAGE>

                  APPLICABLE ONLY TO CORPORATE REGISTRANTS

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock , as of the latest practicable date. As of May 31, 2002,
there were 931,500 shares of the Company's  $.0001 par value common stock issued
and outstanding.

            CAVEAT PERTAINING TO FORWARD LOOKING STATEMENTS & CONTEXT
            ---------------------------------------------------------

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for  forward-looking  statements.  Certain of the  statements  contained
herein,  which are not historical  facts,  are  forward-looking  statements with
respect to events,  the  occurrence of which  involve  risks and  uncertainties.
These  forward-looking   statements  may  be  impacted,   either  positively  or
negatively,  by various factors.  Information  concerning potential factors that
could affect our company is detailed from time to time in our company's  reports
filed with the Commission.  This Report contains  "forward  looking  statements"
relating to our  company's  current  expectations  and  beliefs.  These  include
statements concerning operations,  performance, financial condition, anticipated
acquisitions and anticipated growth. For this purpose,  any statements contained
in this Report or the Form 10-KSB,  Forms 10QSB,  Forms 8-K, and the Information
Statement  referred to herein that are not  statements  of  historical  fact are

<PAGE>
forward-looking  statements.  Without  limiting the generality of the foregoing,
words  such  as  "may",  "will",  "would",  "expect",  "believe",  "anticipate",
"intend", "could", "estimate", or "continue", or the negative or other variation
thereof or  comparable  terminology  are  intended to  identify  forward-looking
statements.  These  statements  by their nature  involve  substantial  risks and
uncertainties  which are beyond  our  company's  control.  Should one or more of
these risks or  uncertainties  materialize  or should our  company's  underlying
assumptions prove incorrect, actual outcomes and results could differ materially
from those indicated in the forward looking statements.

     The information in this Report is qualified in its entirety by reference to
the entire  Report;  consequently,  this  Report  must be read in its  entirety.
Information  may  not  be  considered  or  quoted  out  of  context  or  without
referencing  other  information  contained in this Report  necessary to make the
information considered, not misleading.

                       DOCUMENTS INCORPORATED BY REFERENCE
                       -----------------------------------
     Form 10-SB and all amendments  thereto originally filed with the Securities
and Exchange Commission.

<PAGE>


                                     PART I.

ITEM 1.  DESCRIPTION OF BUSINESS.

GENERAL

     The  name  of  our  company  is  Capital  Growth  Systems,  Inc.  We  are a
developmental  stage company and have no revenues to date. Since inception,  our
activities  have been  limited to actions  related to our  organization  and the
preparation of this Registration  Statement. We are a "shell" company conducting
virtually no business operation,  other than our efforts to seek merger partners
or  acquisition  candidates.  We  have no full  time  employees  and own no real
estate.  We were created to effect a merger,  exchange of capital  stock,  asset
acquisition or other similar  business  combination  (a "Business  Combination")
with an operating or development  stage business (the "Target  Business")  which
desires to utilize our status as a reporting  corporation  under the  Securities
Exchange Act of 1934  ("Exchange  Act"). To date, we have not been successful in
identifying a target business.

"SHELL" CORPORATION

Background.

     We have  conducted  virtually no business  operations to date and expect to
conduct  none in the future , other than our  efforts to  effectuate  a Business
Combination,  we can be  characterized  as a  "shell"  corporation.  As a  shell
corporation,  we face special risks inherent in the investigation,  acquisition,
or involvement in a new business  opportunity.  Further,  as a new or "start-up"
company,  we  face  all  of  the  unforeseen  costs,  expenses,   problems,  and
difficulties related to such companies. We are dependent upon the efforts of our
officers  and  directors  to  effectuate  a Business  Combination.  Assuming our
officers and directors are successful in identifying a Business Combination,  it
is unlikely our  shareholders  will have an opportunity to evaluate the specific
merits  or  risks of any one or more  Business  combinations  and  will  have no
control over the decision making relating to such.

     Due to our  limited  capital  resources,  the  consummation  of a  Business
Combination  will likely involve the acquisition of, or merger or  consolidation
with,  a company  that does not need  substantial  additional  capital but which
desires to establish a public trading market for our shares, while avoiding what
it might deem to be the adverse  consequences  of undertaking a public  offering
itself, such as the time delays and significant expenses incurred to comply with
the various  federal and state  securities  laws that  regulate  initial  public
offerings.  A Target  Business might desire,  among other  reasons,  to create a
public  market  for  their  shares in order to  enhance  liquidity  for  current
shareholders,  facilitate  raising capital through the public sale of securities
of which a prior existence of a public market for our securities exists,  and/or
acquire  additional  assets  through the issuance of securities  rather than for
cash.

     We cannot  estimate  the time that it will take to  effectuate  a  Business
Combination.  It could be time  consuming;  possibly in excess of many months or
years. Additionally, no assurance can be made that we will be able to effectuate
a Business  Combination on favorable  terms.  We might identify and effectuate a
Business  Combination with a Target Business which proves to be unsuccessful for
any  number  of  reasons,  many of  which  are due to the fact  that the  Target
Business is not  identified  at this time.  If this occurs,  the Company and our
shareholders might not realize any type of profit.

Unspecified Industry and Target Business.

     We will seek to acquire a Target Business without  limiting  ourselves to a
particular industry.  Most likely, the Target Business will be primarily located
in the United States, although we reserve the right to acquire a Target Business
primarily  located outside the United States.  In seeking a Target Business,  we
will  consider,  without  limitation,  businesses  which  (i)  offer or  provide
services or develop,  manufacture  or  distribute  goods in the United States or
abroad,  including,   without  limitation,  in  the  following  areas:  Internet
services,  real estate,  health care and health products,  educational services,
environmental  services,   consumer-related  products  and  services  (including


<PAGE>
amusement,  entertainment and/or recreational services), personal care services,
voice and data information  processing and  transmission and related  technology
development or (ii) is engaged in wholesale or retail distribution.  To date, we
have not selected  any  particular  industry or any Target  Business in which to
concentrate our Business Combination efforts.  Accordingly,  we are only able to
make general  disclosures  concerning  the risks and hazzards of  effectuating a
Business  Combination with a Target Business since there is presently no current
basis for us to evaluate the possible  merits or risks of the Target Business or
the particular industry in which we may ultimately operate.  Any Target Business
that is selected will be required to have audited financial  statements prior to
the commencement of a the Business Combination.

     To the extent  that we effect a  Business  Combination  with a  financially
unstable  company  or an  entity  in its early  stage of  development  or growth
(including entities without  established records of sales or earnings),  we will
become  subject to numerous  risks  inherent in the business and  operations  of
financially unstable and early stage or potential emerging growth companies.  In
addition,  to the  extent  that we effect a Business  Combination  with a Target
Business in an industry  characterized  by a high level of risk,  we will become
subject to the currently  unascertainable  risks of that industry.  An extremely
high level of risk frequently  characterizes certain industries which experience
rapid growth.  Although  management will endeavor to evaluate the risks inherent
in a particular industry or Target Business,  there can be no assurances that we
will properly ascertain or assess all significant risk factors.

Probable Lack of Business Diversification.

     As a result of our limited resources,  in all likelihood,  we will have the
ability to effect only a single Business Combination. Accordingly, our prospects
for success will be entirely  dependent upon the future  performance of a single
business.
     Unlike  certain  entities  that have the  resources to  consummate  several
Business  Combinations or entities operating in multiple  industries or multiple
segments  of a single  industry,  it is  highly  unlikely  that we will have the
resources  to  diversify  our  operations  or benefit  from  spreading  risks or
offsetting  losses.  Our probable  lack of  diversification  could subject us to
numerous economic,  competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular  industry in which we may
operate subsequent to consummation of a Business Combination.  The prospects for
our success may become dependent upon the development or market  acceptance of a
single or  limited  number of  products,  processes  or  services.  Accordingly,
notwithstanding the possibility of management  assistance to the Target Business
by us,  there can be no  assurance  that the  Target  Business  will prove to be
commercially viable.

Limited Ability to Evaluate Target Business' Management.

     While our ability to  successfully  effect a Business  Combination  will be
dependent upon certain key  personnel,  the future role of such personnel in the
Target Business cannot  presently be stated with any certainty.  There can be no
assurance  that current  management  will remain  associated in any  operational
capacity with the Company following a Business Combination.  Moreover, there can
be no assurances  that current  management will have any experience or knowledge
relating to the  operations  of the  particular  Target  Business.  Furthermore,
although we intend to closely  scrutinize the management of a prospective Target
Business in connection with evaluating the  desirability of effecting a Business
Combination,  there can be no assurances  that our assessment of such management
will  prove  to  be  correct,  especially  since  none  of  our  management  are
professional business analysts.
     Accordingly,  we will be dependant,  in some significant  respects,  on the
ability of the management of the Target  Business who are  unidentifiable  as of
the date  hereof.  In  addition,  there can be no  assurances  that such  future
management will have the necessary skills, qualifications or abilities to manage
a public company.  We may also seek to recruit additional managers to supplement
the incumbent management of the Target Business. There can be no assurances that
we will have the  ability  to recruit  such  additional  managers,  or that such
additional  managers  will have the  requisite  skill,  knowledge or  experience
necessary or desirable to enhance the incumbent management.

Opportunity for Shareholder Evaluation or Approval of Business Combinations.

     Our  non-affiliate  shareholders  will, in all likelihood,  not receive nor
otherwise have the  opportunity  to evaluate any financial or other  information
which will be made  available  to us in  connection  with  selecting a potential
Business Combination until after we have entered into an agreement to effectuate
a Business  Combination.  Such  agreement to effectuate a Business  Combination,
however,  will be subject to shareholder approval pursuant to applicable law. As
a result,  our non-affiliate  shareholders will be almost entirely  dependent on
the judgment and  experience of management in connection  with the selection and
ultimate consummation of a Business Combination. In addition, under Florida law,
the  form  of  Business  Combination  could  impact  upon  the  availability  of
dissenters'  rights (i.e., the right to receive fair payment with respect to the
Company's  Common  Stock) to  shareholders  disapproving  the proposed  Business
Combination.

Selection of a Target Business and Structuring of a Business
Combination.

     We anticipate  that the selection of a Target  Business will be complex and
risky because of competition for such business  opportunities among all segments
<PAGE>
of the financial  community.  The nature of our search for the  acquisition of a
Target Business requires maximum flexibility  inasmuch as we will be required to
consider various factors and circumstances  which may preclude meaningful direct
comparison  among  the  various  business  enterprises,   products  or  services
investigated.   Investors   should   recognize   that  the   possible   lack  of
diversification  among our  acquisitions  may not us to offset  potential losses
from one venture  against profits from another.  We have virtually  unrestricted
flexibility  in  identifying  and selecting a prospective  Target  Business.  In
addition, in evaluating a prospective Target Business, management will consider,
among  other  factors,  the  following  factors  which  are  not  listed  in any
particular order:

     - financial condition and results of operation of the Target Business;

     - growth  potential  and  projected  financial  performance  of the  Target
Business and the industry in which it operates;

     -  experience  and  skill of  management  and  availability  of  additional
personnel of the Target Business;

     - capital requirements of the Target Business;

     - the availability of a transaction exemption from registration pursuant to
the Securities Act for the Business Combination;

     - the location of the Target Business;

     - competitive position of the Target Business;

     - stage of  development  of the  product,  process or service of the Target
Business;

     - degree of current or potential market acceptance of the product,  process
or service of the Target Business;

     - possible  proprietary  features  and  possible  other  protection  of the
product, process or service of the Target Business;

     -  regulatory  environment  of the  industry  in which the Target  Business
operates;

     - costs associated with effecting the Business Combination; and

     - equity interest in and possible  management  participation  in the Target
Business.

     The foregoing  criteria are not intended to be  exhaustive;  any evaluation
relating to the merits of a particular  Business  Combination  will be based, to
the extent relevant, on the above factors as well as other considerations deemed
relevant by us in connection  with effecting a Business  Combination  consistent
with our business  objective.  In many  instances,  it is  anticipated  that the
historical  operations of a Target Business may not necessarily be indicative of
the  potential for the future  because of the possible  need to shift  marketing
approaches substantially,  expand significantly, change product emphasis, change
or substantially augment management, or make other changes.
     We will be dependent  upon the owners of a Target  Business to identify any
such problems which may exist and to implement,  or be primarily responsible for
the  implementation  of, required  changes.  Because we may engage in a Business
Combination  with a newly  organized firm or with a firm which is entering a new
phase of  growth,  we will  incur  further  risks,  because  in many  instances,
management  of the  Target  Business  will  not have  proven  its  abilities  or
effectiveness,  the  eventual  market for the products or services of the Target
Business  will likely not be  established,  and the Target  Business  may not be
profitable subsequent to a Business Combination.
     Our limited funds and the lack of full-time  management will likely make it
impracticable to conduct a complete and exhaustive investigation and analysis of
a Target  Business  before we commit  our  capital or other  resources  thereto.
Management   decisions,   therefore,   will  likely  be  made  without  detailed
feasibility studies, independent analysis, market surveys and the like which, if
we had more funds  available to it, would be desirable.  We will be particularly
dependent in making decisions upon information provided by the promoter,  owner,
sponsor,  or  others  associated  with  the  business  opportunity  seeking  our
participation.
     In  connection  with  our  evaluation  of a  prospective  Target  Business,
management  anticipates  that it will conduct a due diligence  review which will
encompass, among other things, meetings with incumbent management and inspection
of facilities, as well as review of financial or other information which will be
made  available  to us. The time and costs  required  to select  and  evaluate a
Target Business  (including  conducting a due diligence review) and to structure
and  consummate  the  Business  Combination   (including   negotiating  relevant
agreements and preparing  requisite  documents for filing pursuant to applicable
securities laws and state "blue sky" and corporation  laws) cannot  presently be
ascertained with any degree of certainty. Our officers and directors only devote
a  small  portion  of  their  time  to  the  operations  of  the  Company,  and,
accordingly, consummation of a Business Combination may require a greater period
of time than if they devoted their full time to the Company's affairs.

     However,  our  officers  and  directors  will devote such time as they deem
reasonably  necessary,  to carry out the  business  and affairs of the  Company,
<PAGE>
including the evaluation of potential Target Businesses and the negotiation of a
Business  Combination  and,  as a  result,  the  amount of time  devoted  to our
business and affairs may vary significantly  depending upon, among other things,
whether  we  have  identified  a  Target  Business  or  are  engaged  in  active
negotiations  of a Business  Combination.  Any costs incurred in connection with
the  identification and evaluation of a prospective Target Business with which a
Business Combination is not ultimately  consummated will result in a loss to the
Company  and  reduce the amount of capital  available  to  otherwise  complete a
Business  Combination  or for the resulting  entity to utilize.  In the event we
deplete our cash reserves, we might be forced to cease operations and a Business
Combination might not occur.
     We anticipate  that we will locate and make contact with Target  Businesses
primarily through the reputation and efforts of our officers and directors,  who
will meet  personally  with existing  management  and key  personnel,  visit and
inspect material  facilities,  assets,  products and services  belonging to such
prospects,  and undertake  such further  reasonable  investigation  as they deem
appropriate.  Management  has a network of business  contacts and believes  that
prospective  Target  Businesses  will be referred to the Company  through  these
network of contacts.
     We also expect that many prospective  Target  Businesses will be brought to
our attention from various other  non-affiliated  sources,  including securities
broker-dealers,  investment bankers,  venture  capitalists,  bankers,  and other
members of the financial community.  We have neither the present intention,  nor
does the present  potential  exist for us, to consummate a Business  Combination
with a Target Business in which our management,  promoters,  or their affiliates
or associates  directly or  indirectly  have a pecuniary  interest,  although no
existing  corporate  policies would prevent this from occurring.  Although there
are no current plans to do so, we may engage the services of professional  firms
that specialize in finding business acquisitions and pay a finder's fee or other
compensation.  Since we have no current plans to utilize any outside consultants
or advisors to assist in a Business  Combination,  no policies have been adopted
regarding  use of such  consultants  or  advisors,  the  criteria  to be used in
selecting such consultants or advisors, the services to be provided, the term of
service,  or  regarding  the total  amount  of fees  that may be paid.  However,
because of our limited resources, it is likely that any such fee we agree to pay
would be paid in stock and not in cash.  In no event will we pay a finder's  fee
or  commission  to any  officer or director or to any entity with which they are
affiliated  for such service.  Our Board of Directors  has  established a policy
where,  in no event  shall we issue  any of our  securities  to any of our other
officers,  directors or promoters if any, or any of their respective  affiliates
or  associates,  in  connection  with  activities  designed  to  locate a target
business.

     As a  general  rule,  Federal  and state  tax laws and  regulations  have a
significant  impact  upon the  structuring  of  business  combinations.  We will
evaluate the possible tax consequences of any prospective  Business  Combination
and will endeavor to structure a Business  Combination so as to achieve the most
favorable  tax  treatment  for us,  the  Target  Business  and their  respective
stockholders.  There can be no assurance  that the Internal  Revenue  Service or
relevant state tax authorities will ultimately  assent to our tax treatment of a
particular consummated Business Combination.

     To the extent  the  Internal  Revenue  Service  or any  relevant  state tax
authorities  ultimately  prevail  in  recharacterizing  the tax  treatment  of a
Business  Combination,  there may be adverse tax  consequences to us, the Target
Business and their respective stockholders.  Tax considerations as well as other
relevant  factors  will be valuated in  determining  the precise  structure of a
particular Business  Combination,  which could be effected through various forms
of a merger, consolidation or stock or asset acquisition.

     Although  we  have no  commitments  as of the  date  of  this  registration
statement  to issue any  shares of Common  Stock,  preferred  stock,  options or
warrants,  other than as described in this registration  statement,  we will, in
all likelihood,  issue a substantial  number of additional  shares in connection
with the  consummation  of a  Business  Combination.  To the  extent  that  such
additional shares are issued, dilution to the interests of our stockholders will
occur.  Additionally,  if a  substantial  number of  shares of Common  Stock are
issued in connection with the consummation of a Business  Combination,  a change
in our control is likely to occur which will likely affect,  among other things,
our ability to utilize net operating loss carry forwards, if any.

     Any such change in control may also result in the resignation or removal of
our  present  officer  and  director.  If there is a change  in  management,  no
assurance can be given as to the  experience or  qualification  of such persons,
either in the  operation of our  activities or in the operation of the business,
assets or property being acquired.  Management considers it likely that in order
to consummate a Business Combination, a change in control will occur; therefore,
management  anticipates  offering a controlling interest to a Target Business in
order to effectuate a Business Combination.

     Management  may  actively   negotiate  for  or  otherwise  consent  to  the
disposition  of any  portion  of  their  Common  Stock as a  condition  to or in
connection with a Business Combination. Therefore, it is possible that the terms
of any Business  Combination  will provide for the sale of some shares of Common
Stock held by management.  It is likely that none of our other shareholders will
be afforded the right to sell their shares of Common Stock in connection  with a
Business  Combination  pursuant  to the  same  terms  that  Management  will  be
provided.
<PAGE>
     There are currently no limitations  relating to our ability to borrow funds
to  increase  the  amount  of  capital  available  to us to  effect  a  Business
Combination or otherwise finance the operations of the Target Business. However,
our limited  resources and lack of operating history could make it difficult for
us to borrow  additional funds from other sources.  The amount and nature of any
borrowings by us will depend on numerous  considerations,  including our capital
requirements,  potential lenders' evaluation of our ability to meet debt service
on borrowings and the then prevailing  conditions in the financial  markets,  as
well as general economic  conditions.  We do not have any arrangements  with any
bank or financial institution to secure additional financing and there can be no
assurance  that such  arrangements  if required or  otherwise  sought,  would be
available on terms  commercially  acceptable or otherwise in our best interests.
Our  inability  to borrow  funds  required  to effect or  facilitate  a Business
Combination,  or to provide funds for an  additional  infusion of capital into a
Target Business,  may have a material adverse effect on our financial  condition
and future prospects, including the ability to effect a Business Combination. To
the extent that debt financing ultimately proves to be available, any borrowings
may subject us to various  risks  traditionally  associated  with  indebtedness,
including the risks of interest rate fluctuations and insufficiency of cash flow
to pay principal and interest.  Furthermore,  a Target Business may have already
incurred debt financing and, therefore, all the risks inherent thereto.

     If our securities are issued as part of an acquisition, such securities are
required to be issued either in reliance upon exemptions from registration under
applicable   federal  or  state   securities   laws  or  registered  for  public
distribution.  We intend to  primarily  target  only  those  companies  where an
exemption from registration would be available;  however, since the structure of
the Business  Combination  has yet to be  determined,  no assurances can be made
that we will be able  to rely on such  exemptions.  Registration  of  securities
typically requires significant costs and time delays are typically  encountered.
In addition,  the issuance of additional  securities and their potential sale in
any trading  market which might develop in our Common  Stock,  of which there is
presently  no  trading  market  and no  assurances  can be  given  that one will
develop,  could  depress the price of our Common  Stock in any market  which may
develop in our Common Stock.  Further,  such  issuance of additional  securities
would result in a decrease in the percentage ownership of present shareholders.

     Due to our small size and limited  amount of capital,  our ability to raise
additional  capital if and when needed could be constrained.  Until such time as
any  enterprise,   product  or  service  which  we  acquire  generates  revenues
sufficient  to cover  operating  costs,  it is  conceivable  that we could  find
ourselves in a situation  where it needs  additional  funds in order to continue
our  operations.  This need  could  arise at a time when we are unable to borrow
funds and when market acceptance for the sale of additional shares of our Common
Stock does not exist.

Conflicts of Interest.

     None of our affiliates, officers and directors are required to commit their
full time to our affairs and,  accordingly,  such persons may have  conflicts of
interest in allocating  management time among various business  activities.  Our
affiliates,  officers  and  directors  may engage in other  business  activities
similar and  dissimilar to those we are engaged in. In fact, the company has not
established any condition which would prohibit Mr. Caprio from pursuing  similar
blank check  offerings in the future.  To the extent that Mr. Caprio or any such
successor  persons  engage in such  other  activities,  they will have  possible
conflicts of interest in diverting opportunities to other companies, entities or
persons with which they are or may be  associated  or have an  interest,  rather
than diverting such  opportunities  to us. As no policy has been established for
the  resolution  of such a  conflict,  we could  be  adversely  affected  should
management  choose to place their  other  business  interests  before  ours.  No
assurance can be given that such potential  conflicts of interest will not cause
us to lose  potential  opportunities.  Management may become aware of investment
and business  opportunities  which may be appropriate for  presentation to us as
well as the other entities with which they are  affiliated.  Management may have
conflicts  of  interest  in  determining  which  entity  a  particular  business
opportunity should be presented.  Accordingly,  as a result of multiple business
affiliations,   management  may  have  similar  legal  obligations  relating  to
presenting  certain business  opportunities to multiple  entities.  In addition,
conflicts of interest may arise in connection  with  evaluations of a particular
business  opportunity  by the board of directors  with respect to the  foregoing
criteria. There can be no assurances that any of the foregoing conflicts will be
resolved in our favor. We may consider Business Combinations with entities owned
or controlled by persons other than those persons described above.  There can be
no assurances that any of the foregoing conflicts will be resolved in our favor.
     Management  may  actively   negotiate  for  or  otherwise  consent  to  the
disposition  of any  portion  of  their  Common  Stock as a  condition  to or in
connection with a Business Combination. Therefore, it is possible that the terms
of any Business  Combination  will provide for the sale of some shares of Common
Stock held by  Management.  In the event that occurs,  the  Company's  directors
intend to approve the Business Combination pursuant to Section 607.0902(2)(d)(7)
of the Florida  Business  Corporation Act which will have the effect of removing
the  transaction  from the  purview  of the  control-share  acquisition  statute
promulgated  under Section  607.0902 of the Florida  Business  Corporation  Act.
Thus,  it is likely that none of our other  shareholders  will be  afforded  the
right to sell  their  shares  of  Common  Stock in  connection  with a  Business
Combination  pursuant to the same terms that Management will be provided.  Also,
such  shareholders  will not be afforded an opportunity to approve or consent to
Management's stock purchase.
<PAGE>
Competition

     We expect to encounter  intense  competition  from other entities  having a
business objective similar to ours. Many of these entities are  well-established
and have  extensive  experience in  connection  with  identifying  and effecting
business combinations directly or through affiliates.  Many of these competitors
possess greater financial,  marketing,  technical, personnel and other resources
than us and there can be no assurances  that we will have the ability to compete
successfully. Our financial resources will be extremely limited in comparison to
those of many of our  competitors.  This inherent  competitive  limitation could
compel us to select  certain less  attractive  Target  Businesses for a Business
Combination.  There can be no assurances that such Target Businesses will permit
us to meet our stated business objective. Management believes, however, that our
status as a reporting  public entity could give us a competitive  advantage over
privately held entities having a similar business objective to ours in acquiring
a Target Business with significant growth potential on favorable terms.

Employees

     We are in the development  stage and currently have no full time employees.
Our  management  serves on a part  time  basis.  We  expect to use  consultants,
attorneys and  accountants as necessary,  and do not anticipate a need to engage
any  full-time  employees  so  long  as  it is  seeking  and  evaluating  Target
Businesses.  The need for employees and their  availability will be addressed in
connection  with the  decision  whether or not to acquire  or  participate  in a
specific Business Combination.

Item 2.  Properties

     Our  principal  office is located at One West Camino  Real,  Suite 118 Boca
Raton,  Florida 33432. We occupy this space rent free at the principal office of
our company's president,  James Caprio. We believe these facilities are adequate
to serve our needs until such time as a Business  Combination  occurs. We expect
to be able to utilize  these  facilities,  free of charge,  until such time as a
Business Combination occurs.

Item 3.  Legal Proceedings

         There are no legal matters currently pending or threatened

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Market for Our Common Equity and Related Stockholder Matters.

a)       Market Information

     No public trading market  presently  exists for our Common Stock, and there
are no present plans, proposals,  arrangements or understandings with any person
with regard to the development of any trading market in any of ours  securities.
No assurances are made, however, that a trading market for our Common Stock will
ever develop.

(b)      Holders

     As of May 31,  2002  there were  approximately  41 holders of record of our
common stock.

(c)      Dividends

     We have not paid any cash dividends  since our inception,  and the Board of
Directors does not contemplate doing so in the near future.  Any decisions as to
future payment of dividends  will depend on our earnings and financial  position
and such other factors, as the Board of Directors deems relevant.



<PAGE>
(d) Recent Sale of Unregistered Securities

     The  Company  has not  issued any  shares of common  stock  during the last
fiscal year.

Item 6.  Management's  Discussion  and Analysis of Financial  Condition and
Results of Operation.

     We are  presently a  development  stage  company  conducting  virtually  no
business operation, other than our efforts to effect a Business Combination with
a Target Business which we considers to have significant  growth  potential.  To
date, we have neither  engaged in any operations  nor generated any revenue.  We
receive no cash flow.  We intend to carry out our plan of business as  discussed
above.  We incurred  expenses  of $2,564  during the last fiscal year and had no
revenues.  We cannot predict to what extent our liquidity and capital  resources
will be  diminished  prior to the  consummation  of a  Business  Combination  or
whether our capital will be further depleted by the operating losses, if any, of
the Target  Business  which we  effectuate  a  Business  Combination  with.  The
continuation  of our business is dependant  upon our ability to obtain  adequate
financing arrangements, effectuate a Business Combination and ultimately, engage
in future profitable operations.

     Presently,  we are not in a position to meet our cash  requirements for the
next fiscal year.  The sole director and officer may have to advance  additional
funds in order for the Company to continue.  We do not generate any cash revenue
or receive  any type of cash flow.  If we are  unable to  effectuate  a Business
Combination, we may cease operations.


Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

     We  retained  the firm of  Salberg & Company,  P.A.  to audit our books and
records  for the year ended May 31,  2001.  There was no  disagreement  with our
prior accountant regarding accounting policies, principles or disclosures.

                                    PART III

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

     James Caprio is our sole officer and director.  Other control people are as
follows:

Name                   Age                       Position

James Caprio            40                President/Secretary/Treasurer/Director

     There are no agreements or understandings  for our sole officer or director
to resign at the request of another person, and our sole officer and director is
not acting on behalf of or will act at the discretion of any other person.

     Until  such time as a  Business  Combination  occurs,  management  does not
expect any significant changes in the composition of our board of directors.

Item 10. Executive Compensation

     Mr. Caprio has received no salary or other  compensation in connection with
his employment as such and does not have an employment agreement with us.

Compensation of Directors

No director receives any type of compensation from us for serving as such.

     Until we effectuate a Business Combination,  it is not anticipated that any
officer or director will receive any compensation  other than  reimbursement for
out-of-pocket  expenses incurred on our behalf.  See "Certain  Relationships and
Related  Transactions".  We  have  no  stock  option,  retirement,  pension,  or
profit-sharing  programs for the benefit of our sole officer and  director,  but
the Board of Directors  may  recommend  adoption of one or more such programs in
the future. No other arrangements are presently in place regarding  compensation
to directors for their services as directors or for committee  participation  or
special assignments.

     Our sole officer and director will hold office until a respective successor
is elected and qualified or until his  resignation in the manner provided in our
Bylaws.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The  following  table  sets  forth,  as of  the  date  hereof,  the  names,
addresses,  amount  and  nature of  beneficial  ownership  and  percent  of such
ownership of each person known to the Company to be the beneficial owner of more
than five percent (5%) of Company's Common Stock:
<PAGE>


Name and Address               Amount and Nature
of Beneficial Owner           of Beneficial Owner              Percent of Class

James Caprio                                 0                        0%
One West Camino Real
Suite 118
Boca Raton, FL 33433

S.M.P. Financial Consultants, Inc      925,000   Common            99.9%
One West Camino Real
Suite 118
Boca Raton, FL 33433

All Officers and Directors
s a Group (1 person)                         0                     99.9%


Item 12. Certain Relationships and Related Transactions.

     Mr. Caprio joined  Vanderbilt  Capital  Corporation  in January of 2000, as
Vice President  having  overall  responsibility  for developing and  maintaining
client  accounts  and  providing  investment  banking  services.  He  brings  to
Vanderbilt Capital  Corporation over fifteen years of diversified  experience as
an investment banker and as a corporate finance  professional.  Mr. Caprio holds
the Bachelor of Arts degree from Florida  Atlantic  University.  He also holds a
minor in accounting from Florida Atlantic University.


     Neither Mr. Caprio nor any promoters or affiliates  has or proposes to have
any direct or indirect  material  interest in any asset  proposed to be acquired
through security holdings, contracts, options, or otherwise.

Item 14.  Exhibits, Financial Statements Schedule and Reports on Form 8-K

         (a)      Documents filed as part of this report

                  (1)      Unaudited Financial Statements.

                           Balance Sheet as of May 31, 2002
                           Statement of Operations for the years ended May 31,
                                2002 and 2001 and , from September 29, 1999
                                (Inception) to May 31, 2002
                           Statement of Changes in Stockholders' Equity From
                                September 29, 1999 (Inception) to May 31, 2002
                           Statement of Cash Flows Years Ended May 31, 2002 and
                                2001 and from September 29, 1999 (Inception)
                                to May 31, 2002
                          Notes to Financial Statements

                  B.     Reports on Form 8-k

                           None

            EXHIBITS

             99.1       Declaration in conformity with the Sorbanes-Oxley Act
                        of 2002
<PAGE>



                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
registrant caused this registration  statement to be signed on our behalf by the
undersigned, thereunto duly authorized.


                                           CAPITAL GROWTH SYSTEMS, INC.


Date: January 9, 2003                   By:  /s/James Caprio
                                           -----------------------------
                                           James Caprio, President


<PAGE>












                          CAPITAL GROWTH SYSTEMS, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                         UNAUDITED FINANCIAL STATEMENTS

                                  MAY 31, 2002















<PAGE>
CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
BALANCE SHEET
MAY 31, 2002
(UNAUDITED)

<TABLE>
                                                      2002        2001

ASSETS
<S>                                                  <C>       <C>
Current Assets
Cash                                             $       1     $  1,075
                                                  --------      -------

Total Current Assets                                     1        1,075
                                                  --------      -------

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

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

TOTAL ASSETS                                     $       1    $   1,075
                                                  ========      =======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable                                 $      -      $    490
Advance from shareholder                                -          -
                                                  --------      -------

TOTAL CURRENT LIABILITIES                               -           490
                                                  --------      -------

Stockholders' Equity
Common stock, authorized 25,000,000 shares,
 par value $ .0001, issued and outstanding
  - 931,500( 2001 - 931,500)                           93           93

Additional paid in capital                          6,702        4,722
Deficit accumulated during the development stage   (6,794)      (4,230)
                                                 --------      -------

Total Stockholders' Equity                              1          585
                                                --------       -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $       1    $   1,075
                                                 ========     ========
</TABLE>

The accompanying notes are an integral part of these financial
statements
<PAGE>


CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED MAY 31, 2002


<TABLE>

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

OPERATING EXPENSES
Professional Fees                         2,504     1,566      5,570
Amortization Expenses                       -        -           -
Administrative Expenses                      60     1,005      1,224
                                         -------  -------     ------

Total Operating Expenses                  2,564     2,571      6,794
                                        -------  --------     -------

Net Loss from Operations                $(2,564)   (2,571)  $ (6,794)
                                          =======  =======   =======

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

Net Loss Per Share                     $  (.003) $  (.003)  $  (.007)
                                        =======   =======    =======

</TABLE>

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





<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
From September 29, 1999 (Inception) to May 31, 2002

<TABLE>
<CAPTION>

                                                      Deficit
                                                     Accumulated
                   Common Stock       Additional      During
              ---------------------     Paid In      Development
                Shares       Amount      Capital        Stage         Total
               -------      -------      -------      -------       -------
<S>            <C>          <C>          <C>          <C>           <C>
Issuance of
 common stock   931,500      $    93      $ 4,722      $    --       $ 4,815

Net loss for
  period            --           --           --        (1,659)       (1,659)
                -------      -------      -------      -------       -------

Balance, May 31,
     2000       931,500           93        4,722       (1,659)        3,156

Net loss for
   year             --           --           --        (2,571)       (2,571)
                -------      -------      -------      -------       -------

Balance, May 31,
  2001          931,500      $    93      $ 4,722      $(4,230)      $   585

Additional capital
 contributed        --           --         1,980          --          1,980

Net loss for
   year             --           --           --        (2,564)       (2,564)
                -------      -------      -------      -------       -------

Balance, May 31,
  2002          931,500      $    93      $ 6,702      $(6,794)      $     1
                =======      =======      =======      =======       =======

</TABLE>







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








<PAGE>




CAPITAL GROWTH SYSTEMS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE YEAR  ENDED MAY 31, 2002
(UNAUDITED)

<TABLE>
<CAPTION>
                                                              From
                                                           Inception
                                                           Sept 29,1999
                                                             To May 31,
                                          2002        2001      2002
                                       ------------------------------------
<S>                                   <C>         <C>      <C>
Cash Flows From Operating Activities
Net loss                              $ (2,564) $ (2,571)  $ (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       -         -          -
 Decrease in Accounts payable             (490)   (1,010)       -
                                        -------    ------    -------
                                          (490)   (1,010)       -
                                        -------    ------    -------

Net Cash Used in Operating Activities   (3,054)   (3,581)    (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)   (3,581)         1

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

Cash and Cash Equivalents - End
     of period                         $      1   $ 1,075   $      1
                                         =======    ======    =======

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

The accompanying notes are an integral part of these financial
statements




CAPITAL GROWTH SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS AT MAY 31, 2002

1.       ORGANIZATION AND BASIS OF PRESENTATION

     CAPITAL GROWTH SYSTEMS,  INC.(the  "Company") was organized in the State of
Florida on September 29, 1999.  The  Company's  intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other business
combination  with a domestic or foreign  business of an  undetermined  nature at
this time.

         Development Stage Enterprise

     The  Company  has no  revenues  and  has  just  commenced  operations.  The
Company's  activities  are  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.


2.       SIGNIFICANT ACCOUNTING POLICIES

         Basis of Accounting

     These  financial   statements  are  presented  on  the  accrual  method  of
accounting  in  accordance  with  generally  accepted   accounting   principles.
Significant  accounting  principles  followed  by the Company and the methods of
applying  those  principles,   which  materially  affect  the  determination  of
financial position and cash flows, are summarized below.

         Use of Estimates

     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 the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results may differ from those estimates.


<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS AT MAY 31, 2002

2.       SIGNIFICANT ACCOUNTING POLICIES(continued)


         Cash and Cash Equivalents

     The Company  considers all highly liquid debt  instruments and investments,
purchased  with an original  maturity  date of three months or less,  to be cash
equivalents.

         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  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.


         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  this  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.


<PAGE>

CAPITAL GROWTH SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS AT MAY 31, 2002

2.       SIGNIFICANT ACCOUNTING POLICIES(continued

         Recently Issued Accounting Standards

     On July 20, 2001, the Financial  Accounting Standards Board ("FASB") issued
Statement  of  Financial   Accounting  Standards  ("SFAS")  No.  141,  "Business
Combinations," and SFAS No. 142, "Goodwill and Intangible  Assets." SFAS No. 141
is effective for all business  combinations  completed after June 30, 2001. SFAS
No. 142 is  effective  for fiscal  years  beginning  after  December  15,  2001;
however,  certain  provisions  of this  Statement  apply to  goodwill  and other
intangible  assets acquired between July 1, 2001, and the effective date of SFAS
No.  142.  The  implementation  of SFAS No. 141 and SFAS No. 142 will not have a
material  effect on the  financial  position  or  results of  operations  of the
Company.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment  of Disposal of  Long-Lived  Assets."  SFAS No. 144 is effective  for
fiscal  years  beginning  after  December  15,  2001,  and  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
This  statement  supersedes  SFAS No. 121,  "Accounting  for the  Impairment  of
Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,"  and the
accounting and reporting  provisions of Accounting  Principles Board Opinion No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and Transactions," for the disposal of a segment of a business.

     The Financial  Accounting  Standards Board has recently issued SFAS No. 133
as amended  by SFAS 137 and 138,  "Accounting  for  Derivative  Instruments  and
Hedging   Activities"   established   accounting  and  reporting  standards  for
derivative  instruments  and  related  contracts  and hedging  activities.  This
statement is effective for all fiscal  quarters and fiscal years beginning after
June 15, 2000. The adoption of this pronouncement did not have a material effect
on the Company's position or results of operations.


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.


<PAGE>


CAPITAL GROWTH SYSTEMS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS AT MAY 31, 2002

3.       GOING CONCERN(continued)

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

4.       INCOME TAXES

     There has been no provision  for U.S.  federal,  state,  or foreign  income
taxes for any period because the Company has incurred  losses in all periods and
for all  jurisdictions.  Deferred  income  taxes  reflect the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial  reporting  purposes  and the  amounts  used for income tax  purposes.
Significant components of deferred tax assets are as follows:

         Deferred tax assets

            Net operating loss carry forwards                  $  6,794

            Valuation allowance for deferred tax assets          (6,794)
                                                                -------

         Net deferred tax assets                               $  -
                                                                =======


     Realization  of deferred tax assets is dependent upon future  earnings,  if
any, the timing and amount of which are uncertain. Accordingly, the net deferred
tax assets have been fully offset by a valuation allowance.  As of May 31, 2002,
the Company had net operating  loss carry forwards of  approximately  $6,794 for
federal and state income tax purposes.  These carry forwards, if not utilized to
offset taxable income begin to expire in 2016.  Utilization of the net operating
loss may be subject to substantial annual limitation due to the ownership change
limitations  provided by the Internal Revenue Code and similar state provisions.
The annual  limitation  could result in the expiration of the net operating loss
before utilization.


<PAGE>




                                                EXHIBIT 99.1

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
      AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the Form 10-KSB of Capital  Growth  Systems,  Inc.(the
"Company")  for the year  ended May 31,  2002 as filed with the  Securities  and
Exchange  Commission  on the  date  hereof  (the  "Report"),  I,  James  Caprio,
President of the Company,  certify,  pursuant to 18 U.S.C.  ss. 1350, as adopted
pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934;

and

     (2)  the  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of operations of the
Company.


Dated:  January 16, 2003                     By: /s/ James Caprio
                                             ---------------------------------
                                             Name:   James Caprio
                                             Title:  President and
                                                     Secretary.