SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                          CAPITAL GROWTH SYSTEMS, INC.
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               (Exact name of Registrant as specified in charter)

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest Reported event): August 31, 2001

             Florida                  0-30831                65-09535505
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  (State or other jurisdiction      (Commission            (IRS Employer
        Of incorporation)             File No.)              I.D.  No.)


          12630 Via Ravenna Boynton Beach, Florida             33436
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         (Address of principal executive offices)            (Zip code)

                 6856 Bridlewood Court Boca Raton, Florida 33433
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                 (Former Address of principal executive offices)


Registrant's Telephone Number, including area code        (561)362-5287
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Item 4.  Changes in Registrant's Certifying Public Accountant

         A. Bruce J. Reingold, P.A.,. (The "Former Accountant") was dismissed as
independent certified public accountant and independent auditor for Capital
Growth Systems, Inc. (the "Company") on August 31, 2001 The Company's decision
to change accountant was approved by its Board of Directors. At the same time,
the Company chose to engage the accounting firm of Salberg & Company, P.A. to
serve as independent certified public accountant and independent auditor. The
engagement was confirmed by Salberg & Co. on September 7, 2001. The Company did
not consult with Salberg and Company, P.A., regarding the application of
accounting principles to a specific transaction or the type of audit opinion
that might be rendered on the company's financial statements, and no written or
oral advice was provided by Salberg & Company, P.A. that was a factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issues.

         The Former Accountant report on the financial statements for the
Company did not contain an adverse opinion or disclaimer of opinion, or was
modified as to uncertainty, audit scope or accounting principles.

         B. There were no disagreements with the Former Accountant on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedures, which, if not resoled to the Former
Accountant's satisfaction, would have caused it to make reference to the subject
matter of the disagreement in connection with its report.

         C. The report of the Former Accountant on the financial statements of
the Company for the year ended May 31, 2000 did not contain an adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. During the Company's fiscal year ended May
31, 2001, and through the date of this report, there were no disagreements with
the Former Accountant on any matters of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which, if not
resolved to the satisfaction of the Former Accountant would have caused it to
make reference to the subject matter of the disagreement in connection with its
report on these financial statement s for those periods.

Item 7.           Financial Statements and Exhibits

         16.1    Letter dated October 29, 2001 from Bruce J. Reingold, P.A.
                 regarding the disclosure in this filing on Form 8-k.




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report of be signed on its behalf by the
unders9inged hereto duly authorized.


DATE:   October 29, 2001              Capital Growth Systems, Inc.


                                      BY: /s/ Allen Borowsky
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                                          Allen Borowsky, Pres.