Capital Group Holdings, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.2 - EX 31.2 - Capital Group Holdings, Inc.	ex312.htm
EX-31.1 - EX 31.1 - Capital Group Holdings, Inc.	ex311.htm
EX-32.2 - EX 32.2 - Capital Group Holdings, Inc.	ex322.htm
EX-32.1 - EX 32.1 - Capital Group Holdings, Inc.	ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 10-Q

____________________

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to____________

Commission File No. 000-17064

CAPITAL GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Minnesota	41-1430130
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

7689 E Paradise Ln. Suite 5

Scottsdale, AZ 85260

(Address of Principal Executive Offices)

(480) 998-2100

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes [ X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

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 ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Not applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of common stock ($0.01 par value) outstanding as of March 31, 2010, was 19,596,208

Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

Capital Group Holdings, Inc.

FINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2010

The financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. However, in the opinion of management, all adjustments (which include normal recurring accruals) necessary to present fairly the financial position and results of operations for the periods presented have been made. These financial statements should be read in conjunction with the accompanying notes, and with the historical financial information of the Company.

CAPITAL GROUP HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheets

				March 31, 2010		June 30, 2009
				(unaudited)		(audited)
ASSETS

Current assets:
	Cash and cash equivalents		$	42,657	$	434
	Other current assets			12,500		775
	Stock subscription receivable			-		49,576
		Total current assets		55,157		50,785

	Property and equipment, net of depreciation			12,677		3,808

TOTAL ASSETS			$	67,834	$	54,593

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
	Accounts payable		$	107,049	$	86,628
	Accounts payable to related party			3,665		5,067
	Accrued payroll liabilities			315,941		187,593
	Accrued liabilities			26,195		25,000
	Convertible notes payable net of discount for warrants			220,461		-
		Total current liabilities		673,311		304,288

Commitments and Contingencies

STOCKHOLDERS' DEFICIT
	Common stock, $.01 par value, 100,000,000 shares authorized,
		19,596,208 shares issued and outstanding		195,962		195,962
	Additional paid in capital			4,535,846		4,531,235
	Services prepaid with common stock			(62,500)		(62,500)
	Accumulated deficit			(3,539,288)		(3,539,288)
	Accumulated deficit during development stage			(1,735,497)		(1,375,104)

TOTAL STOCKHOLDERS' DEFICIT				(605,477)		(249,695)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT			$	67,834	$	54,593

See accompanying notes to consolidated financial statements

CAPITAL GROUP HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations

											For the period from
											April 26, 2006 (Date
											of Commencement of
			For the		For the		For the		For the		Development Stage)
			Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended		Through
			March 31, 2010		March 31, 2009		March 31, 2010		March 31, 2009		March 31, 2010
			(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Revenues:
	Sales	$	-	$	-	$	-	$	-	$	-
Total revenues			-		-		-		-		-

Expenses:
	General and administrative		98,112		19,436		108,483		106,334		640,210
	Compensation expense		101,799		91,439		202,190		184,845		614,018
	Due diligence cost on rescinded purchases		39,835		-		42,059		-		42,059
Total operating expenses			239,746		110,875		352,732		291,179		1,296,287

Loss from operations			(239,746)		(110,875)		(352,732)		(291,179)		(1,296,287)

Other Income and Expense
	Realized loss on sale of marketable securities		-		-		-		(3,210)		(432,643)
	Interest income		-		-		-		2,045		1,094
	Interest expense		(3,745)		-		(7,661)		-		(7,661)
Total Other Income (Expense)			(3,745)		-		(7,661)		(1,165)		(439,210)


NET LOSS		$	(243,491)	$	(110,875)	$	(360,393)	$	(292,344)	$	(1,735,497)

Loss per share – basic and diluted		$	(0.01)	$	(0.00)	$	(0.02)	$	(0.02)

Weighted average common shares outstanding - Basic and diluted			19,596,208		22,189,542		19,596,208		16,646,525

See accompanying notes to consolidated financial statements

CAPITAL GROUP HOLDINGS, INC.
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Cash Flows
							For the period from
							April 26, 2006 (Date
							of Commencement of
			For the		For the		Development Stage)
			Nine Months Ended		Nine Months Ended		Through
			March 31, 2010		March 31, 2009		March 31, 2010
			(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss	$	(360,393)	$	(292,344)	$	(1,735,497)
	Adjustments to reconcile net income to net cash
	provided by (used in) operating activities:
	Depreciation and amortization		681		4,229		2,258
	Loss on disposal of furniture		2,469		-		2,469
	Stock based compensation		-		-		182,500
	Gain on marketable securities		-		3,210		432,718
	Non-cash interest expense		72		-		72
	Increase in accounts payable and accrued expenses		148,562		131,076		452,850
	Prepaid expenses and security deposits		(11,725)		(26,917)		(12,500)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES			(220,334)		(180,746)		(675,130)

CASH FLOWS FROM INVESTING ACTIVITIES
	Furniture and equipment		(12,819)		-		(18,204)
	Proceeds from the sale of furniture		800		-		800
	Cash received from sale of available for sale securities		-		(39,553)		309,782
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES			(12,019)		(39,553)		292,378

CASH FLOWS FROM FINANCING ACTIVITIES
	Notes payable		225,000		-		225,000
	Issuance of common stock for cash or collection on subscriptions		49,576		451,996		195,046
	Additional paid in capital		-		(240,246)		5,363
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES			274,576		211,750		425,409


NET CHANGE IN CASH			42,223		(8,549)		42,657

CASH BALANCES
	Beginning of period		434		9,234		-
	End of period	$	42,657	$	685	$	42,657

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Debt discount for fair value of attached warrants		4,610	$	-	$	4,610

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
CASH PAID DURING THE PERIOD FOR:
	Interest	$	-	$	-	$	-
	Income taxes	$	-	$	-	$	-

See accompanying notes to consolidated financial statements

Capital Group Holdings, Inc.

[A Development Stage Company]

Notes to Consolidated Financial Statements

(Unaudited)

1. Organization and Nature of Business

The Company was incorporated as Implant Technologies, Inc. in 1980 under the laws of the State of Minnesota. On April 26, 2006 the Company entered the development stage when it revived its corporate charter. On September 17, 2007, the Company changed its name to Oasis Online Technologies, Corp. and began development of technology for secure storage of online data. During November 2010, the Company changed its name to Capital Group Holdings, Inc. and has focused on developing a Telemedicine platform under the Company’s wholly-owned subsidiary OneHealthPass, Inc.

The Company consists of one reportable business segment.

For the period from April 26, 2006 (date of commencement of Development Stage) to June 30, 2010, the Company has not generated revenues from operations and has been developing its products, developing markets, securing strategic alliances and securing funding. Therefore, the Company is considered to be in the development stage in accordance with the provisions of FASB ASC 915-10-05, Accounting and Reporting by Development Stage Enterprises.

2. Summary of Significant Accounting Policies

The accompanying consolidated financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. These interim financial statements include all adjustments consisting of normal recurring entries, which in the opinion of management are necessary to present a fair statement of the results for the period. The results of operations for the period ended March 31, 2010, are not necessarily indicative of the operating results for the full year.

Use of Accounting Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of expenses during the reporting period. Generally, matters subject to estimation and judgment include amounts related to asset impairments and useful lives of fixed assets. Actual results may differ from estimates provided.

Taxes

At March 31, 2010, management had recorded a full valuation allowance against the net deferred tax assets related to temporary differences and operating losses in the current period because there is significant uncertainty as to the realizability of the deferred tax assets. Based on a number of factors, the currently available, objective evidence indicates that it is more-likely-than-not that the net deferred tax assets will not be realized.

The Company has accrued for unremitted payroll taxes, employee withholdings, and sales taxes due to various state and federal agencies along with accrued interest and penalties on the amounts outstanding as of March 31, 2010.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 107 (“SFAS 107”), “Disclosures about Fair Value of Financial Instruments”, which on July 1, 2009 was codified as Accounting Standards Codification 820-Fair Value Measurement and Disclosure (“ASC 820”). ASC 820 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amount of the Company’s cash, investment in marketable securities, stock subscriptions receivable, accounts payable, and accounts payable-related party approximate their estimated fair values due to their short-term maturities.

For assets and liabilities measured at fair value, the Company uses the following hierarchy of inputs:

Level one - quoted market prices in active markets for identical assets or liabilities;

Level two - inputs other than level one inputs that are either directly or indirectly observable; and

Level three - unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

All cash and cash equivalents, accounts payable, and accrued liabilities are carried at fair value. Convertible notes payable are carried at fair value based on their carrying amounts less a note discount for the relative fair value of the attached warrants issued with the notes. Warrants issued were valued using the Black-Scholes option pricing model, which is a level three input (see note 5).

Recently Enacted Accounting Pronouncements

In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which will require companies to make new disclosures about recurring or nonrecurring fair value measurements including significant transfers into and out of Level 1 and Level 2 fair value hierarchies and information on purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements. The ASU is effective prospectively for financial statements issued for fiscal years and interim periods beginning after December 15, 2009. The new disclosures about purchases, sales, issuance and settlements on a gross basis in the reconciliation of Level 3 fair value measurements is effective for interim and annual reporting periods beginning after December 15, 2010. The Company expects that the adoption of ASU 2010-06 will not have a material impact on its financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its consolidated financial statements.

3. Going Concern and Liquidity

The Company has total accumulated losses as of March 31, 2010 of $5,274,785, and has had negative cash flows from operating activities during the period from inception through March 31, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

If new sources of financing are insufficient or unavailable, we will modify our growth and operating plans to the extent of available funding, if any. Any decision to modify our business plans would harm our ability to pursue our growth plans. If we cease or stop operations, our shares could become valueless. Historically, we have funded operating, administrative and development costs through the sale of equity capital. If our plans and/or assumptions change or prove inaccurate, and we are unable to obtain further financing, or such financing and other capital resources, in addition to projected cash flow, if any, prove to be insufficient to fund operations, our continued viability could be at risk. To the extent that any such financing involves the sale of our equity, our current stockholders could be substantially diluted. There is no assurance that we will be successful in achieving any or all of these objectives in 2010.

The Company had not been compliant with SEC reporting deadlines, but management has opted to make the necessary filings to be become compliant with the Securities and Exchange Commission (SEC) reporting guidelines to allow the Company toraise capital in order to execute on the Company’s business strategy. Management is attempting to raise capital, secure strategic alliances, and to operate the business strategy, however there is no assurance that these will be obtained.

4. Common Stock

Pursuant to the Articles of Incorporation as amended on September 19, 2007, the Company is authorized to issue 100,000,000 common shares, with a par value of $0.01 per share. In connection with the Capital Base Funding Agreement as discussed in Note 9, which ended on December 31, 2007, the Company issued 51,046 shares of the Company’s common stock in exchange for funding totaling $51,046. On October 22, 2007, the Company issued 990,000 shares of common stock in exchange for 99,000 freely trading registered shares of Immunosyn Corporation, a Delaware corporation.

There were 19,596,208 shares of common stock issued and outstanding at March 31, 2010.

5. Convertible Notes Payable

During the period ended March 31, 2010 the Company issued $225,000 convertible notes payable and 281,250 attached warrants to third party investors in exchange for $225,000 in cash. The notes have a one year maturity and bear an interest rate of 12% per annum. The notes are convertible into common shares at a conversion price of $0.20 per share for $205,000 of the notes with 256,250 attached warrants exercisable into common shares at $0.20 per warrant; and $0.25 per share for $20,000 of the notes with 25,000 attached warrants exercisable into common shares at $0.25 per warrant. As of March 31, 2010 no notes have been converted and no warrants exercised.

	March 31, 2010		June 30, 2009
	Current	Long Term	Current	Long Term

Unsecured convertible notes payable with a 12% interest	$ 205,000	$ -	$ -	$ -
rate and convertible at $0.20 per common share

Unsecured convertible notes payable with a 12% interest	20,000	-	-	-
rate and convertible at $0.25 per common share
	$ 225,000	$ -	$ -	$ -

Annual maturities of Convertible Notes Payable are as follows:

Year Ending
2011	$ 225,000
Total	$ 225,000

The Company issues attached warrants to purchase its common stock on issuance of convertible notes payable. The warrants had exercise prices of $0.20 and $0.25 with a three year expiration and immediate vesting. The fair value of each issuance is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates assumptions for each input. Expected volatilities are based on the historical volatility of the Company’s common equity traded on the OTC market. The Company estimates expected life of each warrant based on the midpoint between the dates the warrant vests and the contractual term of the warrant. The risk-free interest rate represents the U.S. Treasury bill rate for the expected life of the related warrant.

The warrants were issued throughout the period and the Black-Scholes option pricing model inputs were used on the date of issuance which ranged over the period for the following assumptions: stock price on the measurement date was between $0.005 and $0.038; expected term of three years; expected volatility of 371.95%; and discount rate of 1.68% and 0.99%. The total fair value of the warrants issued in exchange for services was calculated at $4,610 recorded as a discount to the notes to which they were attached.

A summary of warrant activity is presented below:

	March 31, 2010	June 30, 2009
Unexercised warrants, beginning of year	-	-
Stock warrants issued during the year	281,250	-
Stock warrants expired	-	-
Stock warrants exercised	-	-
Unexercised warrants, end of year	281,250	-
Vested warrants, end of year	281,250	-

The following table summarizes information about the warrants as of March 31, 2010:

	Shares Under Warrants	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding as of June 30, 2009	-	$ -
Granted	281,250	$ 0.20
Expired	-	$ -
Exercised	-	$ -
Outstanding as of March 31, 2010	281,250	$ 0.20	2.90 Years	$ -
Exercisable as of March 31, 2010	281,250	$ 0.20	2.90 Years	$ -

The year-end intrinsic values are based on a March 31, 2010 closing price of $0.021 per share.

6. Name Change and Reverse Stock Split

On September 19, 2007, the Company filed a certificate of amendment to the Company’s Articles of Incorporation with the Secretary of State of the State of Minnesota to (i) change its name from Implant Technologies, Inc. to Oasis Online Technologies Corp and (ii) give notice of a one-for-eight reverse stock split of the Company’s common shares.

Upon effectiveness of the one-for-eight reverse stock split, all issued and outstanding shares, as of the effective date, were reduced from 99,438,464 prior to the reverse split to 12,429,808 following the reverse stock split. No fractional shares were issued. In lieu of issuing fractional shares, the Company issued to any stockholder who otherwise would have been entitled to receive a fractional share as a result of the reverse stock split an additional full share of its Common Stock. The number of authorized shares of common stock of the Company was reduced by the same eight for one ratio as the issued and outstanding shares of common stock. The name change became effective and the Company began using the new name on September 19, 2007. The reverse split became effective on September 26, 2007. All references in the accompanying financial statements to the number of common shares and per share amounts have been retroactively adjusted to reflect the reverse stock split.

On November 4, 2010 the Company changed its name to Capital Group Holdings, Inc.

7. Leases

At December 21, 2007, the Company signed a new operating lease for its headquarters facilities that expired December 31, 2010. Under the terms of the lease agreement, the Company was responsible for its share of normal operating costs, including maintenance expenses, property taxes and insurance. Rent for the first 12 months was $817 per month which included city tax and a parking fee. The rent for the remaining 24 months was $881 per month including tax and parking. The lease agreement included a $775 security deposit. A new lease for the facility was executed on March 5, 2010 for a period of two years with the lease ending March 5, 2012. Rent was $2,500 per month with a security deposit of $7,250. Under the terms of the lease agreement, the Company was responsible for its share of normal operating costs, including maintenance expenses, property taxes and insurance.

Future minimum lease payments were as follows:

2010	$7,500
2011	$30,000
2012	$22,500

The Company incurred rent expense on the headquarters facility of $0 and $552 and $2,534 and $5,064 for the three and nine months ended March 31, 2010 and 2009, respectively. On October 1, 2009, the company left the premises under lease and wrote off the security deposit to cover unpaid rent under the December 21, 2007 lease.

8. Agreements

On April 23, 2008 the Company entered into a Line of Credit Funding Agreement with TranSend International, Inc. (“TranSend”) whereby the Company would make available to TranSend up to one hundred thousand dollars ($100,000) in an available Line of Credit to be used for the working capital needs of TranSend. The Line of Credit was uncollateralized, and bore interest at an annual rate of ten percent on the outstanding monthly balance. The Company recorded a bad debt expense of $60,992 for the line of credit used by TranSend and the associated interest on that line for the year ended June 30, 2008. During 2009, the Company reached an agreement with TranSend for unlimited license to the technology in exchange for the line of credit and accrued interest amounts loaned to TranSend.

On February 26, 2010 the Company entered into an agreement to contemplate the acquisition of intellectual property and membership in a third party technology application development company for $155,000 earnest money. The transaction was never completed and the Company recorded the earnest money as the cost of due diligences on rescinded purchases.

9. Related Party Transactions

On August 9, 2007, the Company entered into a Capital Base Funding Agreement with its largest single shareholder, Big Eye Capital, Inc. (“Big Eye”) whereby Big Eye would make available to the Company up to one hundred thousand dollars ($100,000) in working capital in exchange for newly issued common stock of the Company. The amount of common stock of the Company to be issued to Big Eye would be based on the greater of the previous day’s closing market prices or $1.00 per share. The Company would give Big Eye ten days advance notice prior to requesting funds (when possible) so that not all funds would be advanced at any one time.

In connection with the Capital Base Funding Agreement which ended on December 31, 2007, Big Eye Capital, Inc. provided a total of $51,046 of funding to the Company resulting in Big Eye Capital, Inc. being issued 51,046 shares of the Company’s common stock accordingly.

10. Subsequent Events

Management has evaluated subsequent events as of the date the financial statements were issued. There are a number of material subsequent events that have occurred, as set forth below:

Subsequent to March 31, 2010 the Company issued $50,000 in convertible notes payable convertible at $0.20 per share with 62,500 attached warrants exercisable at $0.20 per share and $2,173,464 in convertible notes payable convertible at $0.25 per share with 2,173,464 attached warrants exercisable at $0.20 per share. Convertible notes payable of $2,483,464 were converted for 10,736,079 common shares with $5,000 in notes outstanding.

Subsequent to March 31, 2010, the Company issued 8,775,000 common shares in exchange for services valued at $1,711,500 based on the trading as of the date of issuance. The company issued 570,834 shares of common stock for $227,500 of cash. The Company issued 16,000,000 shares to officers and directors as compensation and incentive.

On September 24, 2010, the Company entered into an agreement with Main Street Family Pharmacy LLC (“Main Street”) for a combination of $300,000 in cash and 4,000,000 shares of common stock. There were employment agreements with the principals of Main Street Family Pharmacy. Prior to the closing of the final agreement, management determined that the acquisition was not in the best interest of the Company and the transaction was rescinded. On the rescission of the agreement, $266,735 of the initial $300,000 was repaid by Main Street Family Pharmacy to Capital Group and no common shares were issued.

On November 4, 2010 the Company changed its name to Capital Group Holdings, Inc.

In April 2010, the Company entered into an agreement to advance payments in the amount of approximately $135,000 with the anticipation of an acquisition of Access My Records. After thorough due diligence, subsequent litigation with settlement, it was determined that acquiring Access My Records was not in the best interest of the Company, and wrote off the $135,000 of advance payments.

Subsequent to March 31, 2010 the Company advanced payments in the amount of $204,329 with the anticipation of an acquisition of Giovanni Medical Services and Lab Testing. After due diligence, it was determined that acquiring Giovanni Medical Services and Lab Testing was not in the best interest of the Company. The Company recorded a loss in the statement of operations for the advance payments totaling $204,329 in the periods the payments were made.

On April 12, 2012, the Company entered into a joint marketing agreement with a health care provider to acquire customers. The care provider will provide a total of $190,000 to be included in the advertising program that the Company will initiate in Arizona. Net revenues collected from the customers the Company signs up for services under the marketing agreement shall be split with 51% paid to the Company and 49% paid to the care provider. Unless terminated in writing 30 days prior to the end of the 36 month term, the Agreement will automatically renew for additional one (1) year terms.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-looking Statements

Statements made in this Quarterly Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, international gold prices, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Overview

We intend to offer a suite of secure, online products that provide consumers with the tools to more effectively manage their health and wellness as well as the ability to manage their personal health records, from all of their healthcare providers whether paper-based or digital. We are part of a trend where people are increasingly trusting on-line services as a way for them to store and manage critical, sensitive information such as medical records, financial records and vital documents.

Our suite of secure, web-based products all are built on an open source technology that allows users, including consumers, affinity groups, membership organizations, small businesses, physicians and health care professionals to easily store and organize information. Our consumer products are built around our trademarked “OneHealthPass” Brand. Our planned site will consist of www.OneHealthPass.com.

OneHealthPass is an easy-to-use, secure web-based Personal Health Record system, or “PHR”, which allows documents, images and voice mail messages to be transmitted in and out of our system using a variety of methods, including fax, voice and file upload. OneHealthPass converts documents it receives by fax into Adobe's Portable Digital Format, or PDF, file. These files, as well as voice files and any other uploaded files are stored in the consumer's personal account, which is secured by a unique user ID and password combination. A notification is sent to up to three user e-mail addresses (including to e-mail enabled cell and smart phones) whenever a new record is received.

Users can then access their files via the Internet and take advantage of an intuitive, customized filing system that allows them to categorize, annotate and file their records for easy access, organization and retrieval. Users can then print, download, e-mail or fax their records from their account, giving our customers greater control over their own personal health records and other information, which they can share with health care providers and others as they move through the continuum of care.

We plan to initially sell our OneHealthPass Telemedicine product primarily direct to consumers through a direct response advertising campaign.

We recognize the critical nature of managing an individuals' health information requires that our products and advances be implemented with the utmost care to protect the privacy and confidentiality of our customers' data. The Health Insurance Portability and Accountability Act of 1996, commonly referred to as HIPAA, requires covered entities to protect the privacy and confidentiality of protected health information, or PHI, of their patients and customers. Although we are not a covered entity (as that term is defined in HIPAA), we consider it important to take into account the Privacy and Security Standards and other requirements of HIPAA when implementing our products and services and believe that we meet and/or exceed current HIPAA standards.

The Health Information Technology for Economic and Clinical Health Act, commonly referred to as HITECH, enacted on February 17, 2009 as part of the American Recovery and Reinvestment Act, expanded HIPAA's reach beyond that of just covered entities. Now, business associates, defined as an entity that performs a function, activity, or service on behalf of a covered entity and that requires use or access to the information of the covered entities, and vendors of Personal Health Records that use or access information, must also comply with the Privacy and Security Standards of HIPAA. One of the key obligations under HITECH is the requirement to notify individuals when there has been (or there is a strong possibility of) a breach of the individual's information.

While we only rarely function as a business associate to a covered entity, we continue to meet and/or exceed the current HIPAA standards. Further, as a vendor of PHRs, we are implementing policies and procedures and reviewing our relationships with all necessary parties to ensure our compliance with HITECH and its associated regulations.

We plan to continue to take advantage of the burgeoning consumer health information market and leverage recent federal legislation, including the HITECH Act. We believe that the health care reform legislation recently passed by Congress and signed by the President into law represents a significant behavioral shift in how consumers manage their health care because of the requirement that everyone have insurance. We also believe that as medical costs and insurance costs increase, and benefits decrease, healthcare consumers will require greater control over their personal (and their family's) health information.

OneHealthPass with its dynamic PHR enable consumers to store their important medical records and data in one central and secure place where they can manage those records and control how they are accessed and shared. While every healthcare consumer in the U.S., as well as other countries that are focused on health information technology, are potential users of our OneHealthPass Platform, we believe that the product has most appeal to these particular market niches:

·	The chronically ill and their families who share information among many doctors; this "co-morbid population" represents a disproportionate share of U.S. health care costs;

·	Individuals with Health Savings Accounts who need to carefully manage their eligible expenses over the course of a year;

·	Consumers with "senior" parents who, in their role as caregivers, want to be sure they have current medical information readily available to react quickly in case of parental illness;

·	Consumers with newborns who will be able to build a complete medical file for the newborn, which can last the newborn's entire life;

·	Employees who are forced to change doctors and other providers when their employer changes health insurance and who therefore need to manage the transfer of medical information to their new providers;

·	Travelers and businesspeople working overseas who want to ensure that they always have access to their medical records in the event of an emergency.

Our Products

Telemedicine Services The Company intends to contract with strategic alliance partners throughout the country to provide access to our members and customers with the best and broadest market coverage for telemedicine services.

Specialist referral services typically involves a specialist assisting a general practitioner in rendering a diagnosis. This may involve a patient "seeing" a specialist over a live, remote consult or the transmission of diagnostic images and/or video along with patient data to a specialist for viewing later. Recent surveys have shown a rapid increase in the number of specialty and subspecialty areas that have successfully used telemedicine. Radiology continues to make the greatest use of telemedicine with thousands of images "read" by remote providers each year. Other major specialty areas include: dermatology, ophthalmology, mental health, cardiology and pathology. According to reports and studies, almost 50 different medical subspecialties have successfully used telemedicine.

The patient consultations use telecommunications to provide medical data, which may include audio, still or live images, between a patient and a health professional for use in rendering a diagnosis and treatment plan. This might originate from a remote clinic to a physician's office using a direct transmission link or may include communicating over the Web.

Remote patient monitoring uses devices to remotely collect and send data to a monitoring station for interpretation. Such "home telehealth" applications might include a specific vital sign, such as blood glucose or heart ECG or a variety of indicators for homebound patients. Such services can be used to supplement the use of visiting nurses.

Medical education provides continuing medical education credits for health professionals and special medical education seminars for targeted groups in remote locations.

Consumer medical and health information includes the use of the Internet for consumers to obtain specialized health information and on-line discussion groups to provide peer-to-peer support.

Benefits of Telemedicine

Telemedicine has been growing rapidly because it offers three fundamental benefits:

Improved Access For over 40 years, telemedicine has been used to bring healthcare services to patients in distant locations. Not only does telemedicine improve access to patients but it also allows physicians and health facilities to expand their reach, beyond their own offices.

Cost Efficiencies Reducing or containing the cost of healthcare is one of the most important reasons for funding and adopting telehealth technologies. Telemedicine has been shown to reduce the cost of healthcare and increase efficiency through better management of chronic diseases, shared health professional staffing, reduced travel times, and fewer or shorter hospital stays.

Patient Demand Consumers want telemedicine. The greatest impact of telemedicine is on the patient, their family and their community. Using telemedicine technologies reduces travel time and related stresses to the patient. Over the past 15, years study after study has documented patient satisfaction and support for telemedical services. Such services offer patients the access to providers that might not be available otherwise as well as medical services without the need to travel long distances.

OneHealthPass Additional Features

OneHealthPass will offer users multiple ways to enter their personal medical information, including by voice or digital file upload. We believe this capability makes OneHealthPass easier to use than other products in the marketplace and makes our product's information storage features more accessible to potential customers. In addition to the core document conversion, storage and retrieval capabilities, OneHealthPass provides a layer of useful, value-added interactive tools to help users better manage their personal and/or their families' medical records. These tools include:

Ability to Attach Received Faxes to e-mail Notifications Users can elect to have records attached to the notification e-mail they receive when a new medical record is received into their account. This capability is intended to save users the extra step of logging into their account to view new records, which we believe creates a higher level of convenience and usability.

Health History Users can enter their personal health history, including information about doctors (such as a doctor's name, address and specialty), vaccinations and immunizations, hospitalizations/surgeries, allergies and medical conditions that may affect ongoing healthcare.

Appointment Calendar Feature Users are able to take advantage of a calendar feature to schedule and generate reminders about upcoming doctor and other health-related appointments. These reminders appear when a user logs into his or her OneHealthPass PHR account and also can be sent to the user's e-mail address (or e-mail enabled cell phone) and imported into Microsoft Outlook.

Prescription History and Refill Reminder Feature Users are able to enter their prescriptions, pharmacies and refill dates into their OneHealthPass accounts. The system generates reminders about refills, which are visible to users when they log into their accounts and are sent to their e-mail addresses (or e-mail enabled cell phone).

Drug Information and Interaction Database Users can check for potential interactions across multiple prescriptions and over the counter drugs with this comprehensive database, licensed from Multum. When each user adds a new drug to their MMR PHR prescription history, they can quickly determine if that medication has any kind of negative interaction with other prescriptions they take. This tool is especially vital because drug interactions kill as many as 100,000 Americans each year and consumers who see multiple providers are especially at risk.

Voice Reminders and Messaging We believe our OneHealthPass Records PHR product may create more efficient communication between doctors and patients. In addition to using a patient's personal OneHealthPass Records PHR telephone number to fax health information to a patient's secure on-line account, people can use the telephone number to leave a voice message, such as an appointment reminder, in a secure voice mailbox that is only accessible by the OneHealthPass PHR user. Users can also take advantage of this feature to leave themselves a reminder message such as for a doctor appointment or prescription refill reminder. Our OneHealthPass PHR product is designed to send a user a notification via e-mail when he or she receives a voice message. This gives users a helpful tool that they can access remotely.

Secondary Passwords on Selected File Folders Users can assign a second password to four of the file folders in their OneHealthPass PHR account. This feature creates an additional layer of security for personal vital or medical documents that a OneHealthPass PHR user does not want a doctor to have access to in the event that the user has given the doctor access to the account, or if the user does not want other family members to be able to see selected information.

Emergency Log-In For Physicians and Other Emergency Response Personnel Users can create a special password, discretely associated with each family member, which doctors and other emergency response personnel can use to gain access to the particular family member's medical records in the event of a medical emergency. This password grants access to an account but does not allow any additions, changes or deletions to be made to the account. In addition, users can decide which records a doctor will be able to see in an emergency situation. Users can write this password on an emergency sticker they receive when they enroll in our OneHealthPass PHR service, which can be affixed to a driver's license or personal ID. Users can even include a photograph in their emergency profile.

Health Information Library Users have access to an interactive audio and visual encyclopedia, licensed from a third-party, of over 2,000 health information topics presented in both English and Spanish.

U.S. Healthcare Market

On March 23, 2010, President Obama signed into law a major overhaul of the United States health care and health insurance industries. As part of this overhaul, we anticipate that there will be an increased demand for the cost savings inherent in the use of electronic medical records, particularly the benefits to patients by having a personal health record. Also on February 17, 2009, President Obama signed into law the American Reinvestment and Recovery Act of 2009, or the ARRA, representing the largest government-driven investment in electronic healthcare technologies. Within ARRA, the Health Information Technology for Economic and Clinical Health Act, or HITECH, provisioned more than $19 billion in incentives to healthcare organizations that modernize their medical records systems through the widespread use of health information technology, or HIT. Throughout the process of healthcare reform, the challenge to rein in healthcare expenses will continue to be the nation's long-term fiscal challenge and this creates opportunities for HIT solutions that are shown to create greater efficiencies in care, safety and costs.

Our marketing strategy for our OneHealthPass calls for focus on four sales channels:

Direct to Consumer Marketing We intend to continue to focus on marketing our OneHealthPass directly to consumers via both on-line and off-line advertising vehicles. OneHealthPass is currently available to individuals on a monthly or annual subscription basis.

Corporate Sales and Employee Benefit Offering We are pursuing the human resources and benefits market to secure agreements or strategic arrangements providing for companies to offer our product to their employees and members. We believe the user-friendly nature of OneHealthPass makes it readily acceptable to employees and gives companies a low cost way to demonstrate their employee-friendliness.

Affinity Groups and Membership Organizations OneHealthPass can be bundled with other health or travel-related services. For example, a travel accident insurance company can include our OneHealthPass in its suite of emergency medical and repatriation services for travelers going abroad. We believe giving users the ability to access their medical records in an emergency situation overseas may add considerable value to an insurance company's travel insurance policies. Additionally, an affinity group, such as an alumni association, may offer OneHealthPass as a recruitment or renewal tool.

Private Label Branding OneHealthPass is designed to allow site pages to be customized with a corporate, affinity group or membership organization logo and content that is specific to that entity. The technology built into OneHealthPass also is designed to allow companies, groups or organization to instantly communicate with hundreds or even thousands of employees in the event of an announcement or emergency situation.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities. We use assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. We believe there have been no significant changes in accounting policies during the period ended March 31, 2010.

Recently Issued Accounting Standards

Results of Operations

During the three and nine months ended March 31, 2010, we incurred a net loss of $243,491 and $360,393compared to net loss of $110,875 and $292,344 for the three and nine months ended March 31, 2009. The increase in our net loss for the three and nine months ended March 31, 2010 over the comparable period of the prior year is primarily due to salaries, wages and costs associated with fundraising for the company. Additionally, the Company incurred costs associated with due diligence on the contemplated purchase of intellectual property and an interest in a company.

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock and by borrowings.

Operating expenses for the Company have been paid by the issuance of stock and convertible notes payable of the Company. At March 31, 2010 the Company had a deficit in working capital (current liabilities in excess of current assets) of $618,154. The working capital deficit at June 30, 2009 was $253,503. The increase in working capital deficit when compared to June 30, 2009 was principally due to accrued salaries and accounts payable, accrued fees for legal and professional services, and notes payable that were issued for funding.

Since inception, we have financed our cash flow requirements through issuance of common stock and notes payable. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending generation of revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings to the extent available or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

As of March 31, 2010, the current assets increased by $4,372 when compared to June 30, 2009 due to payment on a stock subscription receivable and additional cash as a result of the issuance of the convertible notes payable.

As of March 31, 2010, the current liabilities increased by $369,023 when compared to June 30, 2009 current liabilities. The primary reason for the increase is due to the salaries payable and accounts payable for work on the platform technology and management of the Company and the issuance of notes payable used to fund operations and perform due diligence on contemplated acquisitions.

We anticipate that we may incur operating losses during the next twelve months. The Company’s lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. These factors raise substantial doubt about our ability to continue as a going concern. To address these risks, we must, among other things, increase our customer base, implement and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Going Concern

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates continuation of the Company as a going concern. Since we have not generated any revenue, we have negative cash flows from operations, and negative working capital we have included a reference to the substantial doubt about our ability to continue as a going concern in connection with our consolidated financial statements for the quarter ended March 31, 2010. Our total accumulated deficit at March 31, 2010 was $5,274,785.

These consolidated financial statements have been prepared on the going concern basis, which assumes that adequate sources of financing will be obtained as required and that our assets will be realized, and liabilities settled in the ordinary course of business. If we are unable to obtain additional financing we may cease operations and not be able to execute on operating plans. Accordingly, these consolidated financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

The Company had not been compliant with SEC reporting deadlines, but management has opted to make the necessary filings to be become compliant with the Securities and Exchange Commission (SEC) reporting guidelines to allow the Company to raise capital in order to execute on the Company’s business strategy. Management is attempting to raise capital, secure strategic alliances, and to operate the business strategy, however there is no assurance that these will be obtained.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of our chief accounting and executive officers evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief accounting and chief executive officers concluded that, as of March 31, 2010, our disclosure controls and procedures were, subject to the limitations noted above, not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There have been no changes in internal control over financial reporting during the three months ended March 31, 2010.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is presently not party to any legal proceedings.

Item 1A. Risk Factors.

For a discussion of the Company’s risk factors, please refer to Part 1, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009, filed on April 11, 2012. There have been no material changes in the Company’s assessment of its risk factors during the quarter ended March 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three months ended March 31, 2010 the company did not sell any shares of unregistered equity securities. The Company issued unregistered convertible notes payable that are convertible into common equity.

Item 3. Defaults Upon Senior Securities.

None; not applicable.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None

Item 6. Exhibits.

Index to Exhibits:

Exhibit Number		Description of Exhibit

	3.1	Articles of Incorporation (incorporated by reference to the exhibits to Registrant's Form 8-K filed on October 3, 2007).

	3.2	By-Laws (incorporated by reference to the exhibits to Registrant's Form 10-SB filed on December 14, 2006).

	31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended

	31.2	Certification of Principal Accounting Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended

	32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)

	32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Accounting Officer)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CAPITAL GROUP HOLDINGS. INC. FKA OASIS ONLINE TECHNOLOGIES CORP

July 17, 2012	/s/ Erik J. Cooper
By:	Erik J. Cooper
Its:	Chairman President Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

CAPITAL GROUP HOLDINGS. INC. FKA OASIS ONLINE TECHNOLOGIES CORP

July 17, 2012	/s/ Erik J. Cooper
By:	Erik J. Cooper
Its:	Chairman President Chief Executive Officer

	/s/ Eric Click
By:	Eric Click
Its:	Director Secretary Treasurer Chief Operating Officer Principal Accounting Officer

Capital Group Holdings, Inc. - FORM 10-Q - July 18, 2012

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Capital Group Holdings, Inc. Reports