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	(Commission File	(I.R.S. Employer Identification
incorporation)	Number)	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 June 30, 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 June 30, 2011 and 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: June 1 through June 30, 2011

Capital Growth Systems, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

For the month ended June 30,  2011

(Unaudited)

	For the month ended June 30, 2011
REVENUES	$	0
COST OF REVENUES		0
GROSS MARGIN		0
OPERATING EXPENSES
Compensation		20,000
Travel and entertainment		2,931
Occupancy		0
Professional services		1,611
Insurance		0
Bad Debt Expense		0
Depreciation & Amortization		0
Restructuring Expenses		0
Other expense (Income)	$	(176,542	)
TOTAL OPERATING EXPENSES		-152,000
OPERATING INCOME (LOSS)		152,000
Interest Expense (Income)		(301	)
(Gain) Loss on Sale of Assets and Assumption of Liabilities		178,794
Income Tax Expense		0
NET INCOME (LOSS)	$	(26,493	)

Case No.10-12302 PJW

Reporting Period: June 1 through June 30, 2011

Capital Growth Systems, Inc.and Subsidiaries

Condensed Consolidated Statements of Operations

For the six-month period ended June 30, 2011

(Unaudited)

	For the six-month period ended June 30, 2011
REVENUES	$	19,787,589
COST OF REVENUES		14,744,883
GROSS MARGIN		5,042,706
OPERATING EXPENSES
Compensation		3,807,392
Travel and entertainment		374,165
Occupancy		787,017
Professional services		404,806
Insurance		133,335
Bad Debt Expense		82,931
Depreciation & Amortization		911,617
Restructuring Expenses		1,258,788
Other Expense (Income)		-244,944
TOTAL OPERATING EXPENSES		7,515,107
OPERATING INCOME (LOSS)		(2,472,401	)
Interest Expense		6,468,809
(Gain) Loss on Sale of Assets and Assumption of Liabilities		(35,343,123	)
Income Tax Expense		90,453
NET INCOME (LOSS)	$	26,311,460

Case No.10-12302 PJW

Reporting Period: June 1 through June 30, 2011

Capital Growth Systems, Inc. and Subsidiaries

Condensed Consolidated Balance Sheet

June 30, 2011

(Unaudited)

	June 30, 2011
ASSETS
CURRENT ASSETS
Cash	$	1,620,450
Accounts Receivable, net		0
Other Current Assets		3,426,620
Total Current Assets		5,047,070
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	$	5,066,038
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Current maturities of long-term debt	$	0
Post-Petition Accounts Payable		2,210,010
Pre-Petition Accounts Payable		0
Post-Petition Accrued Expenses		9,153,160
Pre-Petition Accrued Expenses		1,266,084
Deferred Revenue		0
Total Current Liabilities		12,629,254
Long-term debt		0
Taxes		0
Total Liabilities		12,629,254
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		26,311,460
Total Equity		(7,563,216	)
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	5,066,038

Case No. 10-12302 PJW

Reporting Period: June 1 through

June 30, 2011

Capital Growth Systems, Inc.

Consolidated AP Aging Report (post-petition)

As of 6/30/2011

	Current			31-60		61-90	Over 90		Total
Total Trade Accounts Payable	$	0	$	11,802	$	36,393	$	2,161,815	$	2,210,010

Case No. 10-12302 PJW

Reporting Period: June 1 through

June 30, 2011

Capital Growth Systems, Inc.

Consolidated AR Aging Report (Gross Receivables)

As of 6/30/2011

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