Form
      10KSB/A





CAPITAL
      GROWTH SYSTEMS INC /FL/ - CGSY





Filed:
      July 2, 2007 (period: December 31, 2006)





Amendment
      to a previously filed 10KSB











Table
      of
      Contents





PART
      I





Item
      14  Principal
      Accountant Fees and Services




SIGNATURES





EX-31.1
      (Certifications required under Section 302 of the Sarbanes-Oxley Act of
      2002)





EX-31.2
      (Certifications required under Section 302 of the Sarbanes-Oxley Act of
      2002)





EX-32
      (Certifications required under Section 906 of the Sarbanes-Oxley Act of
      2002)










UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




FORM
      10-KSB/A


Amendment
      No. 3





(Mark
      One)





x ANNUAL
      REPORT UNDER SECTION 13 OR 15(d)


OF
      THE
      SECURITIES EXCHANGE ACT OF 1934





For
      the
      Fiscal Year ended December 31, 2006





o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from ______________ to ________________





Commission
      File Number 0-30831





CAPITAL
                GROWTH SYSTEMS, INC.(Name
                of small business issuer in its
                charter)




Florida
            
            65-0953505(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification Number)




125
                South Wacker Drive, Suite 300  Chicago, Illinois
                60606(Address
                of principal executive offices)(312)
                673-2400(Issuer's
                telephone number)




Securities
      registered under Section 12(b) of the Exchange Act:




Title
      of
      each class:    None




Name
      of
      each exchange on which registered: None




Securities
      registered under Section 12(g) of the Exchange Act:




Title
      of
      class: common stock, $.0001 par value




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o




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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





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












**EXPLANATORY
      NOTE**





This
      Amendment No. 3 to Annual Report on Form 10-KSB/A (this "Amendment") is being
      filed by Capital Growth Systems, Inc. (the "Company") in order to provide
      information contained in Item 14. “Principal Accountant Fees and Services” to
      our Form 10-KSB filed on April 20, 2007.










**Item
      14. Principal Accountant Fees and Services**


(a)
              Audit
                    Fees




The
      aggregate audit fees billed by Plante Moranin in 2006 totaled
      $163,827. The aggregate fees billed in 2006 and 2005 by our previous independent
      registered public accountants, Russell Bedford Stefanou Mirchandani LLP, totaled
      $22,725 and $30,407, respectively. On January 3, 2006, we dismissed Russell
      Bedford.




(b)
            Audit-Related
                Fees




None.


(c)
              Tax
                    Fees




None.




(d)
            All
                Other Fees




None.


(e)
              Audit
                    Committee Pre-Approval Policy


Our
      audit
      committee has reviewed and approved all of the fees charged by our independent
      registered public accountants, The audit committee concluded that all services
      rendered during the years ended December 31, 2006 and 2005, by our independent
      registered public accountants were consistent with maintaining their respective
      independence.  As a matter of policy, we will not engage our primary
      independent registered public accountants for non-audit services other than
      “audit-related services,” as defined by the SEC, certain tax services, and other
      permissible non-audit services as specifically approved by the chairperson
      of
      the audit committee and presented to the full committee at its next regular
      meeting.  The policy also includes limits on hiring partners of, and other
      professionals employed by, our independent registered public accountants to
      ensure that the SEC’s auditor independence rules are satisfied. Under the
      policy, the audit committee must pre-approve all services provided by our
      independent registered public accountants and the fees charged for these
      services including an annual review of audit fees, audit-related fees, tax
      fees
      and other fees with specific dollar value limits for each category of
      service. .  The audit committee will also consider on a case-by-case
      basis and, if appropriate, approve specific engagements that are not otherwise
      pre-approved.  Any proposed engagement that does not fit within the
      definition of a pre-approved service may be presented to the chairperson of
      the
      audit committee for approval.




(f)
            Percentage
                of fees in items (b) - (d) approved by the audit
                committee.




None










**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/ Darin
                P. McAreaveyDarin
                P. McAreavey, Chief Financial and Accounting
                Officer




**Dated:
      July 2, 2007**