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): February ~~January 27~~14, 2011

Capital Growth Systems, Inc. ~~(Exact Name of Registrant as Specified in Its Charter)~~

(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.)

200 S. Wacker, Suite 1650, Chicago, Illinois 60606 ~~(Address of Principal Executive Offices, Including Zip Code)~~

(~~312)~~Address of ~~673-2400~~Principal ~~(Registrant’s~~Executive ~~Telephone Number~~Offices, Including ~~Area~~Zip Code)

~~Not Applicable~~ (~~Former Name or Former Address, if Changed Since Last Report~~312) 673-2400

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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

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

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

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

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Capital Growth Systems, Inc.~~ (~~CGSYQ.OB~~b) ~~(the “Company”), together with its wholly owned~~ Separation ~~subsidiaries~~from ~~Global Capacity Direct, LLC, Global Capacity Group, Inc~~Employment., CentrePath, Inc., FNS 2007, Inc., 20/20 Technologies, Inc., 20/20 Technologies I, LLC, Global Capacity Holdco, LLC, Nexvu Technologies, LLC, Capital Growth Acquisition, Inc. (each a “Debtor” and collectively with the Company, the “Debtors”) are presently subject to Bankruptcy Court proceedings in the U.S. Bankruptcy Court, District of Delaware.

OnGeorge ~~January~~King ~~27,~~has ~~2011,~~been the ~~United~~President ~~States~~of ~~Bankruptcy~~Capital ~~Court~~Growth ~~for~~Systems, Inc. (the ~~District~~“Company”) and ofmore ~~Delaware~~recently ~~entered~~has anserved ~~order~~as ~~(“Sale~~the ~~Order”)~~Interim ~~approving~~Chief ~~the~~Financial ~~sale~~Officer of ~~substantially all~~the ofCompany. He ~~the~~entered ~~assets~~into ofa ~~Global~~separation ~~Capacity to~~agreement ~~Pivotal~~with ~~Global~~the ~~Capacity,~~Company ~~LLC or its~~on ~~subsidiary,~~February ~~GC Pivotal~~14, ~~LLC (collectively~~2011, ~~“Pivotal”),~~agreeing anto ~~affiliate~~separate offrom ~~Pivotal Group,~~employment ~~Inc. Pivotal~~as ~~had previously acquired 100%~~ of ~~the secured debt~~that ~~of Global Capacity~~date. ~~Global~~The ~~Capacity~~agreement ~~and~~calls ~~Pivotal~~for ~~have~~continued ~~now~~payment ~~commenced seeking~~of ~~the~~certain ~~federal~~ benefits and ~~state~~for ~~telecom~~payment ~~regulatory~~of ~~approvals~~severance ~~necessary~~contingent toupon ~~effect a transfer of~~ the ~~assets~~effectiveness ~~and assumption~~ of ~~telecom~~a ~~services~~full ~~by Pivotal, and~~release ~~estimate completion~~ of the ~~process~~Company by ~~April~~Mr. ~~30, 2011~~King. ~~The~~Effectiveness ~~sale~~of the release is tosubject ~~close~~to ~~after~~a ~~regulatory~~7 ~~approvals~~day ~~are~~period ~~obtained. The~~from ~~assets~~signature, ~~being acquired~~in ~~include~~which ~~all~~he ~~shares~~may ofelect ~~non-debtor~~to ~~Magenta~~rescind ~~netLogic Limited, UK, or~~the ~~alternatively~~release. Payment ~~all~~ of ~~that~~the ~~entity’s~~severance ~~assets~~is ~~will~~contingent beupon ~~transferred~~bankruptcy ~~to the Debtors in~~court ~~exchange~~approval. Mr. ~~for~~King acontinues ~~release~~to ofserve ~~inter-company~~on ~~debt~~the ~~before~~Company’s ~~the~~board ~~Sale~~of ~~closing~~directors.

~~The sale of the assets to Pivotal will be effected pursuant to an Amended Asset Purchase Agreement~~ (~~“APA”~~c) ~~in the form attached as an Exhibit to this Form 8-K, and as~~ Appointment ~~may be amended to incorporate: (i) the terms~~ of ~~the~~Chief ~~Sale~~Financial ~~Order, to the extent it supersedes the foregoing, and (ii) certain agreements with parties to executory contracts being addressed in follow-up stipulations and orders~~Officer. It contemplates the purchase of substantially all of the Debtors’ assets for a purchase price not to exceed $28,643,000, comprised of: (i) approximately $10,983,000, representing credit against the amount of estimated indebtedness on the debtor in possession facility through the closing date; (ii) not more than $8,660,000 representing sums necessary to fund cure amounts (including payments to mission critical vendors for certain pre-petition liabilities) and to fund priority claims and administrative expenses of the Debtors’ estate, including professional fees and amounts needed to wind down the estates; and (iii) $9,000,000 representing a credit bid amount against pre-petition secured loans; plus also the undertaking of Pivotal to assume certain agreed upon assumed liabilities of the Debtors. The APA contemplates the retention of certain retained causes of action by the Debtors.

~~The~~Dan Kardatzke ~~Sale~~is serving as the Company’s chief financial officer, with his ~~Order~~appointment ~~approved~~effective ~~also~~as ~~addressed~~of January 6, 2011. Mr. Kardatzke, 37, joined the ~~settlement~~Company in February 2007 as the Vice President of ~~certain~~Business Development, and just prior to assuming the role of Executive Vice President of Corporate Development and Chief Financial Officer held the ~~larger~~position ~~mission~~of Senior ~~critical~~Vice ~~vendor~~President ~~claims~~of Corporate Development overseeing M&A, corporate strategy, risk management and ~~provided~~investor ~~for~~relations. Prior ~~later~~to ~~resolution~~joining the Company full-time, Mr. Kardatzke operated as an independent consultant handling the due diligence on the acquisitions by the Company of ~~certain~~CentrePath, ~~remaining~~Inc. and Global ~~outstanding~~Capacity ~~claims~~Group, Inc. in 2006. Mr. Kardatzke has more than fifteen years of experience in corporate finance and ~~contract~~strategy, ~~assumption~~as ~~issues~~well as experience in co-founding his own company, SageTV back in 2002 that he led as President, Chief Executive Officer and Chief Operating Officer until December of 2005. Mr. Kardatzke began his corporate finance career from 1997 to 2002 in a variety of roles at Frankel and MarketForward (Publicis Groupe companies) until he founded SageTV. Mr. Kardatzke holds a Bachelor’s Degree in Corporate Finance from the University of Illinois.

Item 9.01 Financial Statements and Exhibits

Item 9.01	Financial Statements and Exhibits

Exhibit 99.1	George A. King Release Agreement

99.1 Sale Order Approving: (i) Bid of Pivotal Global Capacity, LLC or Subsidiary as Highest and Best Sole Qualifying Bid for the Purchase of Substantially All of Debtors’ Assets under and in conjunction with its Plan of Reorganization; and (ii) Consummation of the Sale Transaction with Pivotal Global Capacity, LLC or its Subsidiary, GC Pivotal, LLC.

99.2 Amended Asset Purchase Agreement among Debtors and Pivotal Global Capacity, LLC.

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: February 1 18, 2011

CAPITAL GROWTH SYSTEMS, INC. By: /s/ Patrick C. Shutt Patrick C. Shutt ~~CEO~~Chief Executive Officer

Filing Compare · CAPITAL GROWTH SYSTEMS INC /FL/