8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):  November 1, 2011

Capital Growth Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Florida	0-30831	65-0953505
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

180 North LaSalle Street, Suite 2430, Chicago, Illinois 60601

(Address of Principal Executive Offices, Including Zip Code)

(312) 673-2400

(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

Capital Growth Systems, Inc. has periodically filed its monthly reports with the U.S. Bankruptcy Court.  The results reflect the May 15, 2011 purchase of substantially all of the Company’s assets and the assumption of certain liabilities by Global Capacity Pivotal, as previously disclosed on a Form 8-K dated May 16, 2011. Attached as Exhibits to this Form 8-K  are unaudited financial statements for the month ended May 31, 2011 containing the following information as contained in the monthly reports filed with the Court:

a.   Income Statement for the month in question;

b.  Year to Date Income Statement through the month in question;

c.   Balance Sheet as of the end of the month in question;

d.   Trade Accounts Payable Aging as of the end of the month in question; and

e. Trade Accounts Receivable Aging as of the end of the month in question.

Cancellation of Outstanding Stock and Right to Deregister.  The Joint Plan of Reorganization  (“Plan”) of Company and its subsidiaries named in the Plan was filed with the Court on August 11, 2010.  The Plan in relevant part provided that all of the Debtors’ Parent Interests (namely, all capital stock and warrants of the Company) shall be cancelled as of the Effective Date.  The Effective Date was defined as the first business day after the conditions to the confirmation of the Plan had been satisfied or waived, provided there was no outstanding of the effectiveness of the confirmation order for the Plan.  On October 13, 2001 the Court published notice of an order confirming the Plan as modified, the Effective Date and the Bar Dates for filing administrative claims and contract/lease rejection claims.  In that notice the Court stated that the Plan became effective on October 1, 2011.  Accordingly, pursuant to the Plan all of the outstanding capital stock of the Company and all outstanding warrants and options to purchase capital stock of the Company was effective and these securities are no longer outstanding.  The Company shall have the right to file to deregister as a public company due to the absence of any outstanding shareholders as of the current date.

Item 9.01 Financial Statements and Exhibits.

99.1 Financial Statements for the month ended May 31, 2011and Year to Date.

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:  November 1, 2011.

CAPITAL GROWTH SYSTEMS, INC.
By:	/s/ James G. Butala
	James G. Butala
	Chief Administrative Officer

EX-99.1

Case No. 10-12302 PJW

Reporting Period: May 1 through May 31, 2011

Capital Growth Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the month ended May 31,  2011

(Unaudited)

	For the month ended  May 31, 2011
REVENUES	$	2,214,404
COST OF REVENUES		1,618,167
GROSS MARGIN		596,237
OPERATING EXPENSES
Compensation		438,745
Travel and entertainment		47,710
Occupancy		75,731
Professional services		17,511
Insurance		16,953
Bad Debt Expense		52,931
Depreciation & Amortization		26,308
Restructuring Expenses		82,181
Other		32,860
TOTAL OPERATING EXPENSES		790,930
OPERATING INCOME (LOSS)		(194,693	)
Interest Expense		821,614
(Gain) Loss on Sale of Assets and Assumption of Liabilities		(35,520,382	)
Income Tax Expense		42,944
NET INCOME (LOSS)	$	34,461,131

Case No.10-12302 PJW

Reporting Period: May 1 through May 31, 2011

Capital Growth Systems, Inc.and Subsidiaries

Condensed Consolidated Statements of Operations

For the five-month period ended May 31, 2011

(Unaudited)

	For the five-month period ended May 31, 2011
REVENUES	$	19,787,589
COST OF REVENUES		14,744,883
GROSS MARGIN		5,042,706
OPERATING EXPENSES
Compensation		3,787,392
Travel and entertainment		371,234
Occupancy		787,017
Professional services		403,195
Insurance		133,335
Bad Debt Expense		82,931
Depreciation & Amortization		911,617
Restructuring Expenses		1,258,788
Other		-68,404
TOTAL OPERATING EXPENSES		7,667,105
OPERATING INCOME (LOSS)		(2,624,399	)
Interest Expense		6,469,110
(Gain) Loss on Sale of Assets and Assumption of Liabilities		(35,521,917	)
Income Tax Expense		90,454
NET INCOME (LOSS)	$	26,337,954

Case No.10-12302 PJW

Reporting Period: May 1 through May 31, 2011

Capital Growth Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

May 31, 2011

(Unaudited)

	May 31, 2011
ASSETS
CURRENT ASSETS
Cash	$	2,360,559
Accounts Receivable, net		0
Other Current Assets		3,426,620
Total Current Assets		5,787,179
Fixed Assets, gross		2,449,750
Accumulated Depreciation		(2,430,782	)
Fixed Assets, net		18,968
Other Assets		0
Intangible Assets		0
Goodwill		0
TOTAL ASSETS	$	5,806,147
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Current maturities of long-term debt	$	0
Post-Petition Accounts Payable		2,211,005
Pre-Petition Accounts Payable		0
Post-Petition Accrued Expenses		9,410,087
Pre-Petition Accrued Expenses		1,721,777
Deferred Revenue		0
Total Current Liabilities		13,342,869
Long-term debt		0
Taxes		0
Total Liabilities		13,342,869
SHAREHOLDERS' EQUITY (DEFICIT)
Common stock		17,015
Additional Paid in Capital		91,856,979
Retained Earnings, beginning of year		(125,359,811	)
Cumulative (gain) loss on currency translation		(388,859	)
Current Year Retained Earnings Inc/Loss		26,337,954
Total Equity		(7,536,722	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	5,806,147

Case No. 10-12302 PJW

Reporting Period: May 1 through

May 31, 2011

Capital Growth Systems, Inc.

Consolidated AP Aging Report (post-petition)

As of 5/31/2011

	Current			31-60		61-90	Over 90		Total
Total Trade Accounts Payable	$	0	$	11,802	$	36,393	$	2,162,810	$	2,211,005

Case No. 10-12302 PJW

Reporting Period: May 1 through

May 31, 2011

Capital Growth Systems, Inc.

Consolidated AR Aging Report (Gross Receivables)

As of 5/31/2011

	Current		1-30 Days		31 - 60 Days		61+		Total
Total Trade Accounts Receivables	$	0	$	0	$	0	$	0	$	0