Capital Growth Systems, Inc.(fka CGSYQ)

[plmcc]

H'mm . . .

Quote: "... Pivotal could not pick and choose what it wanted or didn't want....It bid on all the assets and the Delaware BK court oversaw the transfer. ..."

Per the ASSET PURCHASE AGREEMENT, Exhibit 99.2, dated May 16th, 2011, RECITALS section, third paragraph (red underlined text my emphasis):

WHEREAS, Sellers desire to sell to Buyer, and Buyer desires to purchase from Sellers, substantially all of the assets owned and used by Sellers in connection with the Business (other than those assets specifically excluded hereby), (or, in the event of an Alternative Transaction, as defined herein, to acquire equity interests of the Company or one or more of its subsidiaries), all on the terms and subject to the conditions set forth herein.

Now . . .

If one were to read the "markup" versions of the Asset Purchase Agreement, one would discover that changes were made to the original agreement by the law firm representing Pivotal so that the Asset Purchase Agreement would read the way that Pivotal wanted it to read. These "markup" versions were then presented, for review, to the BK court and all parties concerned for their approval, not the other way around.

It was then left to all of the other parties as well as the BK court as to whether they would accept the modified version of the Asset Purchase Agreement to which Pivotal would accept.

One note of interest in the above Asset Purchase Agreement paragraph is the option titled "Alternate Transaction". This was NOT agreed to by Pivotal as part of the finalized "Modified Asset Purchase Agreement". Once again, the BK court had the option of rejecting the modified Asset Purchase Agreement as laid out by Pivotal's law firm but the court and the other parties chose to accept it, instead.

Pivotal got what they wanted and rejected what they did not want. This is a simple statement of fact.

For reference, here is a link to one of the BK documents that discusses the "Modified Asset Purchase Agreement of Pivotal Global Capacity LLC":

http://www.psc.state.fl.us/library/FILINGS/11/00483-11/00483-11.pdf - Florida Public Service Commission Document No. 00483-11.

Next . . .

Quote: "... The remaining estate has just two part time employees for wind down and no (tangible) assets left.... and it has no business left of any sort...it's BK. It did not reorganize with the idea of emerging from BK as a going business of any nature. ..."

True! So then, perhaps I should have written, with more clarity, the following: "... In BK speak, it means that "Capital Growth Systems, Inc" will have been transformed from a working telecommunication business into nothing more than an "estate" with nothing more that enough assets to be classified as a nothing more than public shell. ..."

Next . . .

Quote: "... We await clarity on the cancellation issue. ..."

I've tried looking this quote up on this board but I can't seem to find it. Can you provide a post # so I can review it, please?

Next . . .

Quote: "... If you wish to consult an accountant for your own investment clarity...that's your choice. ..."

Uh, Huh ??? - -

Next . . .

Quote: "... The May 16 SEC filing clearly laid it out for all to see IMO ..."

Might I recommend we all start referring to the above linked document, as well, for the latest events?

Nice chatting with you, as always.

-= =-

plmcc