<PAGE>

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

                                 FORM 10-KSB/A-2

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

                     For the Fiscal Year ended May 31, 2002

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

              For the transition period from ________ to _________

                           Commission File No. 0-30831

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

              Florida                                    65-09535505
-----------------------------------          -----------------------------------
  (State or other jurisdiction of              (I.R.S. Employer Identification
   incorporation or organization)                          Number)

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

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

         980 North Michigan Avenue, Suite 1120, Chicago, Illinois 60611
--------------------------------------------------------------------------------
       (Former name, address or fiscal year if changed since last report)

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

Title of each class:  None

Name of each exchange on which registered: None

Securities registered under Section 12(g) of the Exchange Act:

Title of class: common stock, $.0001 par value

         Check whether the issuer: (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]

<PAGE>

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure will 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. [X]

         State issuer's revenues for its most recent fiscal year: $0

         The issuer is unable to calculate the aggregate market value of voting
stock held by non-affiliates as of a recent date because the issuer is not aware
of any market for its shares of common stock.

         As of May 31, 2002, the issuer had outstanding 931,500 shares of its
$0.0001 par value common stock.

DOCUMENTS INCORPORATED BY REFERENCE

         Form 8-K filed by the registrant on February 11, 2004 is incorporated
by reference to the extent expressly stated herein.

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

                                       2

<PAGE>

         CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS AND CONTEXT

         This report on Form 10-KSB contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements are contained principally in the sections entitled
"Business" and "Management's Discussion and Analysis or Plan of Operation."
These statements involve known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements to be
materially different from any future results, performances or achievements
expressed or implied by the forward-looking statements.

         In some cases, you can identify forward-looking statements by terms
such as "may," "will," "should," "could," "would," "expects," "plans,"
"anticipates," "believes," "estimates," "projects," "predicts," "potential" and
similar expressions intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are based
on assumptions and subject to risks and uncertainties. Given these
uncertainties, you should not place undue reliance on these forward-looking
statements. We discuss many of these risks in this report in greater detail
under the heading "Factors Affecting Future Performances." These forward-looking
statements represent our estimates and assumptions only as of the date of this
report, and we do not assume any obligation to update any of these statements.

                                       3

<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

SUBSEQUENT EVENT.

         This Form 10-KSB for the year ended May 31, 2002 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.

ITEM 7. FINANCIAL STATEMENTS

         Our financial statements are included after the signature pages of this
Report.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<TABlE>
<CAPTION>
Exhibit Number    Description of Document
--------------    -----------------------
<S>               <C>
31.1              Certification of CEO Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

31.2              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.
</TABLE>

(b)      Reports of Form 8-K

         None.

                                       4

<PAGE>

                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf 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

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated:

SIGNATURE              TITLE                                     DATE

/s/ Scott Allen        Director, Chief Executive Officer,        April 14, 2004
-------------------    and Chief Financial Officer
Scott Allen

/s/ Robert T. Geras    Chairman of the Board of Directors        April 14, 2004
-------------------
Robert T. Geras

/s/ Rory Herriman      Director and Chief Technology Officer     April 14, 2004
-------------------
Rory Herriman

/s/ Douglas Stukel     Director                                  April 14, 2004
-------------------
Douglas Stukel

/s/ Lee Wiskowski      Director                                  April 14, 2004
-------------------
Lee Wiskowski

                                       5

<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
    CAPITAL GROWTH SYSTEMS, INC. CONSOLIDATED FINANCIAL STATEMENTS           PAGE
------------------------------------------------------------------------     ----
<S>                                                                          <C>
Reports of Independent Certified Public Accountants                          F-2

Balance Sheet as of May 31, 2002                                             F-3

Statement  of  Operations  for the years ended May 31, 2002 and 2001 and     F-4
from September 29, 1999 (Inception) to May 31, 2002

Statement of Changes in Stockholders' Equity from September 29, 1999         F-5
(Inception) to May 31, 2002

Statement  of Cash Flows Years Ended May 31, 2002 and 2001 and from          F-6
September  29, 1999 (Inception) to May 31, 2002

Notes to Consolidated Financial Statements                                   F-7
</TABLE>

<PAGE>

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

                              FINANCIAL STATEMENTS

                                  MAY 31, 2002

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
Capital Growth Systems, Inc.

We have audited the accompanying balance sheet of Capital Growth Systems, Inc.
(a Development Stage Enterprise) as of May 31, 2002 and the related statements
of operations and stockholders' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital Growth Systems, Inc. (a
Development Stage Enterprise) as of May 31, 2002 and the results of its
operations, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has incurred significant losses from
operations and has a working capital deficiency. These factors raise substantial
doubt about the Company's ability to continue as a going concern. Management's
plans in regard to this matter are also discussed in Note 3. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Russell & Atkins, PLC

March 31, 2004
Edmond, Oklahoma

                                      F-2

<PAGE>

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

<TABLE>
<CAPTION>
                                                     2002        2001
                                                    -------     -------
<S>                                                 <C>         <C>
ASSETS

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

                                      F-3

<PAGE>

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

<TABLE>
<CAPTION>
                                                                 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.

                                      F-4

<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.

                                      F-5

<PAGE>

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

<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

                                      F-6

<PAGE>

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.

         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

                                      F-7

<PAGE>

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.

         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.

                                      F-8

<PAGE>

3.       GOING CONCERN

         The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplates continuation
of the Company as a going concern.

         The 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:

<TABLE>
<S>                                            <C>
Deferred tax assets

Net operating loss carry forwards              $ 6,794

Valuation allowance for deferred tax assets     (6,794)
                                               -------
Net deferred tax assets                        $     -
                                               =======
</TABLE>

         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.

                                      F-9

<PAGE>

EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit Number    Description of Document
--------------    -----------------------
<S>               <C>
    31.1          Certification of CEO Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

    31.2          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.
</TABLE>