UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-KSB/A

Amendment No. 1





(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, 2007



| ̈ | 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)

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

(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.     ̈

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   ̈

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.     ̈

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









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EXPLANATORY NOTE

This Amendment No. 1 to Annual Report on Form 10-KSB/A (this Amendment) is being filed by Capital Growth Systems, Inc. (the Company) in order to amend and restate Item 11 of its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2007 filed with the SEC on April 14, 2008 (the Form 10-KSB).





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|Item 11. | Security Ownership of Certain Beneficial Owners, and Management, and Related Stockholder Matters.
|-------- | -------------------------------------------------------------------------------------------------

The following table sets forth the number of shares of our common stock that were beneficially owned as of April 14, 2008, by our shareholders known by us
to be beneficial owners of more than five percent of our common stock and our officers and directors. Except as otherwise indicated, the shareowners listed in the table below have sole voting and investment power with respect to the common stock
owned by them, and the shares are not subject to any pledge. As of April 14, 2008, we had 147,005,456 shares of our common stock outstanding. Beneficial ownership is determined in accordance with Rule 13d-3 of the Exchange Act. The number of shares
beneficially owned by a person includes shares of common stock underlying options or warrants held by that person that are currently exercisable or exercisable within 60 days of April 14, 2008. The shares issuable pursuant to the exercise of
those options or warrants are deemed outstanding for computing the percentage ownership of the person holding those options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The
persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite that persons name, subject to community property laws, where applicable, unless otherwise noted in the applicable
footnote.



|                   |  |                                       |  |                                             |      |  |                     |  
|------------------ |  | ------------------------------------- |  | ------------------------------------------- | ---- |  | ------------------- | -
|(1) Title of Class |  | (2)Name ofBeneficial Owner            |  | (3)Amount and Nature ofBeneficial Ownership |      |  | (4)Percent of Class |  
|Common Stock       |  | David J. Lies                         |  | 29,989,601                                  | (10) |  | 19.0                | %
|Common Stock       |  | Aequitas Managed Entities             |  | 20,425,850                                  | (2)  |  | 13.7                | %
|Common Stock       |  | David Beamish (1)                     |  | 1,171,839                                   | (3)  |  | *                   |  
|Common Stock       |  | George King (1)                       |  | 3,884,865                                   | (4)  |  | 2.6                 | %
|Common Stock       |  | Philip B. Kenny (1)                   |  | 487,500                                     | (5)  |  | *                   |  
|Common Stock       |  | Patrick C. Shutt (1)                  |  | 2,902,954                                   | (6)  |  | 2.0                 | %
|Common Stock       |  | Lee Wiskowski (1)                     |  | 2,688,424                                   | (7)  |  | 1.8                 | %
|Common Stock       |  | Jim McDevitt (1)                      |  | 238,333                                     | (8)  |  | *                   |  
|Common Stock       |  | Robert A. Pollan (1)                  |  | 2,229,166                                   | (9)  |  | 1.5                 | %
|Common Stock       |  | All Officers and Directors as a Group |  | 13,603,081                                  |      |  | 8.6                 | %



|(*) | Less than 1%
|--- | ------------

|(1) | Executive Officer or Director
|--- | -----------------------------

|(2) | The Aequitas Managed Entities hold an aggregate of 13,425,850 shares of common stock and warrants to purchase 7,000,000 shares of common stock. The Aequitas Managed Entities and
their holdings include the following, on an individually calculated basis: Aequitas Catalyst Fund, LLC (8,446,353 shares of common stock, warrants to purchase 2,730,769 shares of common stock, 7.5%); Aequitas Hybrid Fund, LLC (4,979,497 shares of
common stock and warrants to purchase 1,269,231 shares of common stock, 4.2%); and Aequitas Commercial Finance, LLC (warrants to purchase 3,000,000 shares of common stock, 2.0%).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes warrants to purchase 300,700 shares of common stock.
|--- | -------------------------------------------------------------

|(4) | Includes options or warrants to purchase 3,272,222 shares of common stock.
|--- | --------------------------------------------------------------------------

|(5) | Includes options or warrants to purchase 300,000 shares of common stock.
|--- | ------------------------------------------------------------------------

|(6) | Includes options or warrants to purchase 2,729,167 shares of common stock.
|--- | --------------------------------------------------------------------------

|(7) | Includes options or warrants to purchase 2,685,424 shares of common stock. Includes warrants to purchase 15,000 shares of common stock held by Momentum Capital, LLC, of which
Mr. Wiskowski is a 50% member. Mr. Wiskowski disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Includes options to purchase 238,333 shares of common stock.
|--- | ------------------------------------------------------------

|(9) | Includes options to purchase 2,229,166 shares of common stock.
|--- | --------------------------------------------------------------

|(10) | Includes warrants to purchase 11,312,877 shares of common stock. Excludes 500,000 shares of common stock held by Mr. Lies wife, Linda M. Lies, for which Mr. Lies disclaims
beneficial ownership.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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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: April 29, 2008