SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KING GEORGE A

(Last)

(First)

(Middle)

CAPITAL GROWTH SYSTEMS INC

125 S. WACKER, SUITE 300

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL GROWTH SYSTEMS INC /FL/ [ CGSY.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/08/2006

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	02/16/2007		P		555,556⁽¹⁾	A	$0.45⁽¹⁾	555,556	I⁽¹⁾	OWNED BY PERSONAL IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
WARRANTS	$0.45	02/16/2007		P		0		02/16/2007	12/31/2008	COMMON	277,778	⁽²⁾	277,778	I	PERSONAL IRA
WARRANTS	$0.65	02/16/2007		P		0		02/16/2007	12/31/2009	COMMON	277,778	⁽²⁾	277,778	I	PERSONAL IRA
WARRANTS	$0.45	02/16/2007		P		0		02/16/2007	12/31/2011	COMMON	50,000	⁽²⁾	50,000	I	PERSONAL IRA

Explanation of Responses:

1. These Warrants were originally purchased as part of a Unit package with each Unit costing $1,000 for 1 Share of Series AA Preferred Stock and 3 Warrants: (i) one to purchase one-half Series AA Preferred Share at $1,000 per share; (ii) one to purchase one-half Series AA Preferred Share at $1,444 per Share; and (iii) one to purchase 0.09 Series AA Preferred Share at $1,000 per Share. On June 25, 2007, the Series AA Preferred Shares were automatically converted into Common Shares at a conversion rate of 2,222.2 with the increase in the authorized number of Common Stock to 350,000,000.

2. These Warrants were originally purchased as part of a Unit package with each Unit costing $1,000 for 1 Share of Series AA Preferred Stock and 3 Warrants: (i) one to purchase one-half Series AA Preferred Share at $1,000 per share; (ii) one to purchase one-half Series AA Preferred Share at $1,444 per Share; and (iii) one to purchase 0.09 Series AA Preferred Share at $1,000 per Share. On June 25, 2007, each Series AA Preferred Stock was converted into Common Stock at a conversion rate of 2,222.2 with the increase in the authorized number of Common Stock to 350,000,000.

	/S/ GEORGE A. KING	07/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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