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 September 30, 2009





[  ] 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 September 30, 2009, was 19,596,208










Part I - FINANCIAL INFORMATION





Item 1. Financial Statements


Capital Group Holdings, Inc.


FINANCIAL STATEMENTS


(UNAUDITED)


September 30, 2009







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 SheetsSeptember 30, 2009

June 30, 2009(unaudited)

(audited)ASSETSCurrent assets:Cash and cash equivalents
$
1,801
$
434Other current assets

-

775Stock subscription receivable

28,327

49,576Total current assets

30,128

50,785Property and equipment, net of depreciation

4,072

3,808TOTAL ASSETS
$
34,200
$
54,593LIABILITIES AND STOCKHOLDERS'  DEFICITCurrent liabilities:Accounts payable
$
89,603
$
86,628Accounts payable to related party

3,665

5,067Accrued payroll liabilities

223,544

187,593Accrued liabilities

25,000

25,000Total current liabilities

341,812

304,288Commitments and ContingenciesSTOCKHOLDERS'  DEFICITCommon stock, $.01 par value, 100,000,000 shares authorized,19,596,208 shares issued and outstanding

195,962

195,962Additional paid in capital

4,531,236

4,531,235Services prepaid with common stock

(62,500)

(62,500)Accumulated deficit

(3,539,288)

(3,539,288)Accumulated deficit during development stage

(1,433,022)

(1,375,104)TOTAL STOCKHOLDERS'  DEFICIT

(307,612)

(249,695)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
34,200
$
54,593











See accompanying notes to consolidated financial statements

















CAPITAL GROUP HOLDINGS, INC.(A DEVELOPMENT STAGE COMPANY)Consolidated Statements of OperationsFor the period fromApril 26, 2006 (Dateof Commencement ofFor the

For the

Development Stage)Three Months Ended

Three Months Ended

ThroughSeptember 30, 2009

September 30, 2008

September 30, 2009(unaudited)

(unaudited)

(unaudited)Revenues:Sales
$
-
$
-
$
-Total revenues

-

-

-Expenses:General and administrative

7,052

40,787

538,779Compensation expense

49,064

44,755

460,892Total operating expenses

56,116

85,542

999,671Loss from operations

(56,116)

(85,542)

(999,671)Other Income and ExpenseRealized loss on sale of marketable securities

-

(2,520)

(432,598)Interest income

-

1,537

1,094Interest expense

(1,802)

-

(1,847)Total Other Income (Expense)

(1,802)

(983)

(433,351)NET LOSS
$
(57,918)
$
(86,525)
$
(1,433,022)Loss per share – basic and diluted
$
(0.00)
$
(0.01)
$Weighted average common shares outstanding - Basic and diluted

19,596,208

13,471,208

















See accompanying notes to consolidated financial statements










CAPITAL GROUP HOLDINGS, INC.(A DEVELOPMENT STAGE COMPANY)Consolidated Statements of Cash FlowsFor the period fromApril 26, 2006 (Dateof Commencement ofFor the

For the

Development Stage)Three Months Ended

Three Months Ended

ThroughSeptember 30, 2009

September 30, 2008

September 30, 2009(unaudited)

(unaudited)

(unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
$
(57,918)
$
(86,525)
$
(1,433,022)Adjustments to reconcile net income to net cashprovided by (used in) operating activities:Depreciation and amortization

264

269

1,312Stock based compensation

-

-

195,674Loss on marketable securities

-

2,520

432,598Increase in accounts payable and accrued expenses

37,525

52,142

341,813Prepaid expenses and security deposits

775

-

775NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

(19,354)

(31,594)

(460,850)CASH FLOWS FROM INVESTING ACTIVITIESFurniture and equipment

(528)

-

(5,265)Security deposits

-

-

(775)Investment advance

-

23,485

309,782NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

(528)

23,485

303,742CASH FLOWS FROM FINANCING ACTIVITIESIssuance of common stock for cash or collection on subscriptions

21,249

-

153,546Additional paid in capital

-

-

5,363NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

21,249

-

158,909NET CHANGE IN CASH

1,367

(8,109)

1,801CASH BALANCESBeginning of period

434

9,234

-End of period
$
1,801
$
1,125
$
1,801SUPPLEMENTAL 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 September 30, 2009, 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 September 30, 2009, 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 September 30, 2009.





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 are carried at fair value.





Recently Enacted Accounting Pronouncements




Fair Value Measurements and Disclosures -  This guidance provides a definition of fair value and establishes a framework for measuring fair value in accordance with GAAP. Certain expanded disclosures related to the fair value measurements used to value assets and liabilities are also provided.  This guidance is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years but did not have any effect on the Company’s financial statements.  Effective for the interim and annual periods ended after June 15, 2009, the Company extended Fair Value Measurement to measure fair value when markets for financial assets that were previously active are no longer active. The adoption of this pronouncement did not have a material impact on the Company’s consolidated 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 September 30, 2009 of ($4,972,310), and has had negative cash flows from operating activities during the period from inception through September 30, 2009. 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 8, 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.





On November 14, 2008 the Company issued 1,000,000 shares for a stock subscription at $0.12 per share.  At September 30, 2009, a balance of $28,327 remained in stock subscriptions receivable, which was subsequently received in the year ended June 30, 2010.  On December 1, 2008, the Company issued 500,000 shares for directors’ fees at $0.12 per share.  On December 31, 2008 the Company issued 1,500,000 shares for consulting services at a value of $0.10 per share of which $87,500 was earned and $62,500 was unearned as of September 30, 2009.  The value of the shares issued for services was determined by the approximate trading price of the stock on the date the shares were issued and the approximate value of the services.  On June 30, 2009, the Company issued 3,125,000 shares for consulting services at a value of $0.01 per share.  The value of the shares issued for services was determined by the approximate trading price of the stock on the date the shares were issued and the approximate value of the services.





There were 19,596,208 shares of common stock issued and outstanding at September 30, 2009.





5.  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.





6. 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
$24,0602011
$30,0002012
$22,500





The Company incurred rent expense on the headquarters facility of $552 and $2,534 for the three months ended September 30, 2009 and 2008, respectively.





7. 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 the year ended June 30, 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.





8.  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.





9.  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 September 30, 2009 the Company  issued $295,000 in convertible notes payable convertible at $0.20 per share with 368,750 attached warrants exercisable at $0.20 per share and $2,193,464 in convertible notes payable convertible at $0.25 per share with 2,193,464 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 September 30, 2009, 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.





On March 5, 2010 the Company entered into a lease agreement for the property at 7689 E Paradise Lane in Scottsdale Arizona.  The agreement required payment of the first six months at inception and month to month thereafter in the amount of $2,500 per month.





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 September 30, 2009 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 MessagingWe 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 FoldersUsers 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 OrganizationsOneHealthPass 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 BrandingOneHealthPass 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 December 31, 2009.




Recently Issued Accounting Standards





Fair Value Measurements and Disclosures -  This guidance provides a definition of fair value and establishes a framework for measuring fair value in accordance with GAAP. Certain expanded disclosures related to the fair value measurements used to value assets and liabilities are also provided.  This guidance is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years but did not have any effect on the Company’s financial statements.  Effective for the interim and annual periods ended after June 15, 2009, the Company extended Fair Value Measurement to measure fair value when markets for financial assets that were previously active are no longer active. The adoption of this pronouncement did not have a material impact on the Company’s consolidated 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.





Results of Operations





During the three months ended September 30, 2009, we incurred a net loss of $57,918 compared to net loss of $86,525 for the three months ended September 30, 2008. The decrease in our net loss for the three months ended September 30, 2009 over the comparable period of the prior year is primarily due to a decrease in legal and accounting fees.





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 from the issuance of stock of the Company. At September 30, 2009 the Company had a deficit in working capital (current liabilities in excess of current assets) of $311,684. 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.





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.





During the quarter ended September 30, 2009, the current assets decreased by $20,657 when compared to June 30, 2009 due to payment on a stock subscription receivable.





During the three months ended September 30, 2009, the current liabilities increased by $37,524 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.





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 September 30, 2009. Our total accumulated deficit at September 30, 2009 was $4,972,310.





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 note 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 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 no 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 September 30, 2009, 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 September 30, 2009.





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 has been no material changes in the Company’s assessment of its risk factors during the quarter ended September 30, 2009.





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





During the three months ended September 30, 2009 the company did not sell any shares of unregistered equity securities.





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 Exhibit3.1
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 amended31.2
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 amended32.1
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. CooperBy:
Erik J. CooperIts:
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. CooperBy:
Erik J. CooperIts:
Chairman

President

Chief Executive Officer/s/ Eric ClickBy:
Eric ClickIts:
Director

Secretary

Treasurer

Chief Operating Officer

Principal Accounting Officer