Attached files
| file | filename |
|---|---|
| EX-32.2 - EX 32.2 - Capital Group Holdings, Inc. | ex322.htm |
| EX-31.1 - EX 31.1 - Capital Group Holdings, Inc. | ex311.htm |
| EX-32.1 - EX 32.1 - Capital Group Holdings, Inc. | ex321.htm |
| EX-31.2 - EX 31.2 - Capital Group Holdings, Inc. | ex312.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Amendment #1)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2010
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-17064
CAPITAL GROUP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Minnesota
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41-1430130
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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7689 E Paradise Ln. Suite 5
Scottsdale, AZ
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85260
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number: (480) 998-2100
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
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 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 (Sec. 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 No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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 Rule12b-2 of the Exchange Act.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). No [X]
The number of shares of common stock ($0.01 par value) outstanding as of June 30, 2010 was 19,596,208.
DOCUMENTS INCORPORATED BY REFERENCE: None.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") for the Year ended June 30, 2010, is to file an amended Report of Independent Registered Public Accounting Firm of Schumacher & Associates, Inc. which contained references to the year 2008, and was filed by the Company in error. The corrected report has been filed in Item 8 below. No other changes to the Annual Report for the year ended June 30, 2010, have been made.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Capital Group Holdings, Inc.
We have audited the accompanying consolidated balance sheets of Capital Group Holdings, Inc. (Company) as of June 30, 2009 and the related consolidated statements of operations, changes in stockholders’ (deficit) and cash flows for the years ended June 30, 2009, and for the period from April 26, 2006 (date of commencement of development stage) to June 30, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based upon our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Capital Group Holdings, Inc. as of June 30, 2009, and the results of its operations and its cash flows for the years ended June 30, 2009, and for the period from April 26, 2006 (date of commencement of development stage) to June 30, 2009, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As described in Note 1, the Company had negative working capital and a stockholders’ deficit and requires additional funding to execute on its business plan which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to this matter is also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
/s/ Schumacher & Associates, Inc.
Schumacher & Associates, Inc.
Certified Public Accountants
7931 S. Broadway, #314
Littleton, Colorado 80122
April 4, 2012
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
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August 30, 2012
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/s/ Erik J. Cooper
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By:
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Erik J. Cooper
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Its:
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Chairman
President
Chief Executive Officer
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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
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August 30, 2012
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/s/ Erik J. Cooper
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By:
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Erik J. Cooper
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Its:
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Chairman
President
Chief Executive Officer
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/s/ Eric Click
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By:
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Eric Click
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Its:
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Director
Secretary
Treasurer
Chief Operating Officer
Principal Accounting Officer
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