UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-QSB/A







|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|- | ---------------------------------------------------------------

For the transition period from  to

Commission File Number 0-30831





CAPITAL GROWTH SYSTEMS, INC.

(Exact name of small
business issuer as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Florida                                                        |  | 65-0953505                          
|(State of other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

500 W. Madison Street, Suite 2060, Chicago, Illinois 60661

(Address of principal executive offices)

(312) 673-2400

(Issuers telephone number)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ̈    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date:

As of May 5, 2008, the issuer had outstanding 147,116,567
shares of its $0.0001 par value common stock.

Transitional Small Business Disclosure Format:    Yes   ̈    No  x









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Explanatory Note:

This Amendment No. 2 (this Amendment) on Form 10-QSB/A to the Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2008 and filed with the Securities and Exchange
Commission on October 20, 2009 is in response to comments raised by the Securities and Exchange Commission.

The
information contained in this Amendment amends or restates the following only:



| |  |  | Certifications from our Chief Executive Officer and Chief Financial Officer as required by Rules 13a-15(e) and 15d-15(e), included as exhibits.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



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|              |  |                                                                                                                         |  |     
|------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                                                         |  | Page
|SIGNATURES    |  |                                                                                                                         |  |     
|              |  |                                                                                                                        
|EXHIBIT 31.1. |  | Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                         |  |     
|              |  |                                                                                                                        
|EXHIBIT 31.2. |  | Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                         |  |     
|              |  |                                                                                                                        
|EXHIBIT 32.   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |  |     



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PART III



|Item 13. | Exhibits.
|-------- | ---------

See Exhibit
Index below for a description of the documents that are filed as Exhibits to this report on Form 10-QSB/A or incorporated by reference herein. We will furnish a copy of any Exhibit to a security holder upon request.



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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



CAPITAL GROWTH SYSTEMS, INC.By:

/S/    PATRICK C.
SHUTTPatrick C. Shutt, Chief Executive Officer/S/    JIM
MCDEVITTJim McDevitt, Chief Financial and Accounting Officer


Dated: October 20, 2009



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EXHIBIT INDEX



|              |  |                                                                                                                         
|------------- |  | ------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                                                 
|              | 
|31.1          |  | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                        
|              | 
|31.2          |  | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*                                        
|              | 
|32            |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

References



|* | Filed herewith.
|- | ---------------