SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: April 26, 2004
(Date of earliest event reported)
CAPITAL GROWTH SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Florida 0-30831 65-0953505
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1100 East Woodfield Road
Schaumburg, Illinois 60173
(Address of Principal Executive Offices)
(630) 872-5800
Registrant's telephone number including area code)
(Former name or former address, if changed since last report)
This Form 8-K relates to a change in the certifying accountant of
Capital Growth Systems, Inc.
ITEM 4 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On November 27, 2001 the owners of 925,000 shares of our common stock,
which represented a 99.9% ownership interest, sold their shares to SMP Financial
Consultants, Inc. pursuant to an Agreement of Purchase and Sale of Shares for
total cash consideration of $64,600. In connection with this transaction, our
then board of directors, which was composed solely of Mr. James Caprio,
determined to no longer engage Salberg & Company, P.A., as our independent
public accountants and engaged Russell & Atkins, PLC to serve as our independent
public accountants for 2002 and 2003. However, we did not formally notify
Salberg & Company of the change in accountants at that time. We made this
notification on April 26, 2004.
Salberg & Company's report on our financial statements as of May 31,
2001 and for each of the two years then ended and from September 29, 1999
(inception) to May 31, 2001 did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope or
accounting principles, except that the report contained an explanatory paragraph
expressing substantial doubt about our ability to continue as a going concern.
Salberg & Company's report on our financial statements for 2001 containing this
going concern opinion was dated September 11, 2001 and was issued in conjunction
with the publication of our Annual Report to Shareholders and the filing of our
Annual Report on Form 10-KSB for the year ended May 31, 2001. Salberg & Company
did not perform an audit of our financial statements for any periods subsequent
to the year ended May 31, 2001.
During 2001 and through April 26, 2004, there were no disagreements
with Salberg & Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Salberg & Company's satisfaction, would have caused it to make
reference to the subject matter in connection with its report on our financial
statements for such year, and there were no reportable events, as listed in Item
304(a)(1)(v) of Regulation S-K.
We provided Salberg & Company, P.A. with a copy of the foregoing
disclosures and Salberg & Company, P.A. has agreed that these disclosures, as
they pertain to Salberg & Company, P.A., are accurate.
During our two most recent fiscal years and through March 31, 2004, we
did not consult Russell & Atkins with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements, or any
other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 3, 2004
CAPITAL GROWTH SYSTEMS,, INC.
By: /s/ Scott Allen
----------------------------
Its: Chief Executive Officer