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^*

GERAS ROBERT T

(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)
	CHAIRMAN OF THE BOARD

3. Date of Earliest Transaction (Month/Day/Year)
09/08/2006

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	09/08/2006		P		2,019,335⁽¹⁾	A	$0.68	4,218,983	D

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	$0.9	09/08/2006		P		0		09/08/2006	12/31/2011	COMMON	99,942	⁽²⁾	99,942	D
WARRANTS	$0.45	11/30/2006		P		0		11/30/2006	12/31/2009	COMMON	1,032,500	⁽³⁾	1,032,500⁽⁴⁾	D

Explanation of Responses:

1. Represents 1,036,128 Shares of Common Stock and 668.57996 Shares of Series B Preferred Stock which were automatically convertible into Common Stock (983,207 Shares) on June 25, 2007 with the increase in the authorization of 350,000,000 Shares of Common Stock. Amount of Shares is subject to reduction due to claims of offset resulting from acquisition of 20/20 Technologies, Inc.; these Shares were merger consideration

2. These Warrant were originally issued as Preferred Series A at $1,000 per share for no additional consideration for funding of bridge loan in connection with acquisition of 20/20 Technologies, Inc. On June 25, 2007, the Warrants were automatically converted to Common Shares at a conversion ratio of 1,111.1, with the increase in authorized Common Stock of 350,000,000

3. These Warrants were originally issued as Preferred Series AA at $1,000 per share for no additional consideration for funding of birdge loan in connection with acquisition of CentrePath, Inc. 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 authorized Common Stock of 350,000,000.

4. All Warrants issued and outstanding totaled 1,794,322 as of the Date of this filing.

	/S/ ROBERT T. GERAS	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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